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HomeMy WebLinkAboutReso RDA 26-1981 6456B _. JHHW:PNL:ea 11/11/81 , ,"~:ea 12/14/81 THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY RESOLUTION NO. 26 RESOLUTION OF THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY AUTHORIZING AND DIRECTING THE SALE OF $12,000,000 PRINCIPAL AMOUNT OF GATEWAY REDEVELOPMENT PROJECT 1982 TAX ALLOCATION BONDS AND NOTES, ADOPTING OFFICIAL NOTICE OF SALE AND AUTHORIZING OFFICIAL ACTION WHEREAS, The South San Francisco Redevelopment Agency has heretofore duly adopted its Resolution No. __2_5__ authorizing the issuance of The South San Francisco Redevelopment Agency Gateway Redevelopment Project 1982 Tax Allocation Bonds and Notes, in the principal amount of $12,000,000 (the "Bonds"), and it is desirable that the Bonds be offered for public sale at this time; NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, as follows: Section 1. March 1, 1982, at the hour of 10:00 a.m. (P.S.T.) is hereby fixed as the time, and the office of Bartle Wells Associates, 1636 Bush Street, San Francisco, California, is hereby fixed as the place at which bids will be received for the purchase of the Bonds, as described in and subject to the terms and conditions of the official notice of sale hereinafter set forth. -Section 2. The Secretary of the Agency is hereby authorized and directed to publish notice of sale of the Bonds one time no later than February 23, 1982, in the Enterprise Journal , the official newspaper of the City of South San Francisco. Such notice shall be in substantially the following form: OFFICIAL NOTICE OF SALE $12,000,000 SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY REDEVELOPMENT PROJECT 1982 TAX ALLOCATION BONDS AND NOTES NOTICE IS HEREBY GIVEN that sealed proposals will be received by a representative of The South San Francisco Redevelopment Agency (the "Agency") at the office of Bartle Wells Associates, 1636 Bush Street, San Francisco, California, on MARCH 1, 1982 at 10:00 A.M. (P.S.T.) for the purchase of $12,000,000 principal amount of bonds of the Agency designated the "The South San Francisco Redevelopment Agency Gateway Redevelopment Project 1982 Tax Allocation Bonds and Notes (the "Bonds"), authorized to be issued under the provisions of a resolution of the Agency adopted on December 16, 1981, (the "Resolution") and pursuant to the Community Redevelopment Law of the State of California (being Part 1 of Division 24 of the Health and Safety Code of the State of California). The Bonds are more particularly described in the Resolution (which is incorporated herein by reference) and copies thereof will be furnished to any interested bidder upon request. The Bonds are described as follows: ISSUE: $12,000,000 consisting of 2400 coupon bonds of the denomination of $5,000 each (or fully registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof), all dated March 1, 1982. Additional Bonds may be issued pursuant to the Resolution, but only subject to the limitations and conditions set forth in the Resolution. MATURITIES: The Bonds will mature on December i in each of the years, and in the amounts, as follows: Maturity Date Principal (December 1) Amount 1985 $ -0- 1986 300,000 1987 350,000 1988 400,000 1989 450,000 1990 500,000 1991 550,000 1992 600,000 1993 650,000 1994 700,000 2003 (Maturity) 7,500,000 SINKING ACCOUNT: The resolution creates a Sinking Account to be used for the payment and redemption of the Bonds maturing on Decen~ber 1, 2003, and the Agency is required to deposit therein, to the extent of available funds, the following amounts during the following years: Year Ending Minimum Sinking on December i Account Payment 1995 $ 750,000 1996 750,000 1997 800,000 1998 800,000 1999 800,000 2000 800,000 2001 900,000 2002 900,000 2003 (Maturity) 1,000,000 REDEMPTION. Bonds maturing on or before December 1, 1994, shall not be subject to redemption before their stated maturity. Bonds maturing by their terms on December 1, 2003, are subject to redemption in part by lot prior to their maturity date, upon published notice as hereinafter described, at the option of the Agency, on any June i or December 1 on or after December 1, 1994, from any available source of funds, at a redemption price equal to the principal amount thereof plus a premium equal to one-quarter of one percent of said principal amount for each year or fraction of a year from the redemption date to the maturity date of the Bonds; provided, however, that in no event shall such premium exceed two percent (2%) of the principal amount. PAYMENT: Both principal and interest are payable in lawful money of the United States of America at the principal office of the Fiscal Agent in San Francisco, California, or, in the case of coupon Bonds, at the option of the holder, at the principal office of the Paying Agent of the Agency in , , and , . REGISTRATION: Coupon Bonds may be exchanged for fully registered Bonds, and vice versa, in each case for the same aggregage principal amount and of the same maturity. There will be no charge for the first exchange of any Bond in the form in which it is originally issued. PURPOSE OF ISSUE: The Bonds are being issued by the Agency to aid in financing the Gateway Redevelopment Project in the City of South San Francisco. SECURITY: The Bonds are special obligations of the Agency and are payable, as to interest thereon, principal thereof and any premiums upon the redemption thereof, exclusively from the Tax Revenues (as that term is defined in the Resolution), and the Agency is not obligated to pay the foregoing except from the Tax Revenues. Bidders are referred to the official statement for further particulars. SELECTION OF A FISCAL AGENT: , San Francisco, California, has been appointed Fiscal Agent for the Bonds. The Fiscal Agent will hold in trust the Special Fund established by the Resolution and the accounts therein. TAX EXEMPT STATUS: In the event that prior to the delivery of the Bonds (a) the income received by private holders from bonds of the same type and character shall be declared to be taxable (either at the time of such declaration or at any future date) under any federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax laws adopted which will have a substantial adverse tax effect upon holders of the Bonds as such, the successful bidder may, at his option, prior to the tender of the Bonds by the Agency, be relieved of his obligation under the contact to purchase the Bonds, and in such case the deposit accompanying his bid will be returned. LEGAL OPINION: The legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, approving the validity of the Bonds, will be furnished to the successful bidder without charge. A copy of the legal opinion, certified by the official in whose office the original is filled, will be printed on each Bond without charge to the purchaser. TERMS OF SALE FORM OF BID; MAXIMUM DISCOUNT: All bids must be for not less than all of the Bonds hereby offered for sale and accrued interest to date of delivery, plus such premium as is offered or less such discount as is specified in the bid; provided that the amount of discount specified in any bid shall not exceed 5% of the principal amount of the Bonds. Each bid, together with the bidder's check, must be enclosed in a sealed envelope addressed to the Secretary of The South San Francisco Redevelopment Agency and delivered to its representative at the address mentioned above with the envelope and bid clearly marked "Proposal for Purchase of The South San Francisco Redevelopment Agency Gateway Redevelopment Project 1982 Tax Allocation Bonds and Notes". Each bid must be in accordance with the terms and conditions set forth in this notice. INTEREST RATE: The maximum rate bid may not exceed twelve percent (12%) per annum. Interest is payable on December 1, 1982, and thereafter semiannually on December I and June i in each year. Bidders must specify the rate or rates of interest which the Bonds hereby offered for sale shall bear. Bidders will be permitted to bid different rates of interest; but (i) the difference between the highest and lowest coupon rates specified in any bid shall not exceed 2% per annum; (ii) each interest rate specified in any bid must be in a multiple of one-twentieth (1/20) of one percent per annum and a zero rate of interest cannot be specified; (iii) no Bond shall bear more than one rate of interest, no interest payment shall be evidenced by more than one coupon and supplemental coupons will not be permitted; (iv) each Bond shall bear interest from its date to its stated maturity date at the interest rate specified in the bid; (v) all Bonds maturing at any one time shall bear the same rate of interest; and (vi) any premium must be paid as part of the purchase price, and no bid will be accepted which contemplates the 4 cancellation of any interest coupons, or the waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price. Bids which do not conform to the terms of this paragraph will be rejec ted. HIGHEST BID: The Bonds will be awarded to the highest reponsible bidder considering the interest rate or rates specified and the premium offered, any, and discount bid, if any. The highest bid will be determined by deducting the amount of the premium bid (if any) from, and adding the amount of discount bid (if any) to, the total amount of interest which the Agency would be required to pay from the date of the Bonds to their respect~:ve maturity dates at the coupon rate or rates specified in the bid, and the a~ard will be made on the basis of the lowest net interest cost to the Agency. The purchaser must pay accrued interest from the date of the Bonds to the date of delivery. All interest will be computed on a 360-day year basis. The cost of printing the Bonds will be borne by the Agency. RIGHT OF REJECTION: The Agency reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in my bid. PROMPT AWARD: Subject to the above conditions of sale, the Agency will take action awarding the Bonds or rejecting all bids not later than 26 hours after the expiration of the time herein prescribed for the receipt of proposals; provided that the award may be made after the expiration of the specified time if the bidder shall not have given to the Agency notice writing of the withdrawal of such proposal. DELIVERY AND PAYMENT: Delivery of the Bonds will be maded to the successful bidder at the principal office of the Fiscal Agent in San Francisco, California, as soon as the Bonds can be prepared. The Agency reserves the right to deliver the Bonds in temporary or fully registered form, pending availability of definitive Bonds. Payment for the Bonds must be made in federal reserve bank funds or other funds immediately available to the Agenc3~ in , California. Any expense of providing such funds' shall be borne by the purchaser. RIGHT OF CANCELLATION: The successful bidder shall have the right, at its option, to cancel the contract of purchase if the Agency shall fail to execute the Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying its bid. BID CHECK: A certified or cashier's check drawn on a responsible bank or trust company transacting business in the State of California, in the amount of $ payable to the order of the Agency, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Bonds in accordance with the terms of his bid. The check accompanying any accepted proposal shall be applied to the purchase price. The check shall be cashed and the amount thereof retained by the Agency if after the award of the Bonds the successful bidder fails to complete his purchase on the terms stated in his proposal. The check accompanying each unaccepted proposal will be returned promptly. No interest will be paid upon the deposit made by any bidder. STATEMENT OF NET INTEREST COST: Each bidder is requested, but not required, to state in his bid the total net interest cost in dollars to the Agency, and the percentage net interest cost determined thereby, which shall be considered as informative only and not binding on either the bidder or the Agency. NO LITIGATION: There is no litigation pending concerning the validity of the Bonds, the existence of the Agency or the title of the officers thereof to their respective offices, and the Agency will furnish to the successful bidder a no-litigation certificate certifying to the foregoing as of and at the time of the delivery of the Bonds. Bidders are referred to the official statement for further details. CUSIP NUMBERS: It is anticipated that CUSIP identification numbers will be printed on said Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for said Bonds in accordance with the terms of its bid. All expenses in relation to the printing of the CUSIP numbers on said Bonds shall be paid for by the Agency; provided however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid by the purchaser. OFFICIAL STATEMENT: The Agency has caused an official statement to be prepared, copies of which may be obtained at the office of the Agency's Financial Consultant, Bartle Wells Associates, 1636 Bush Street, San Francisco, California. Telephone (415) 775-1313. The Agency will furnish the successful bidder with copies of the official statement without charge. CERTIFICATE: The Agency will provide to the purchaser of the Bonds a certificate, signed by an official of the Agency, confirming to the purchaser that, 'at the time of the acceptance of the bid for the Bonds and at the time of delivery thereof, to the best 'of the knowledge of said official, the official statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in ordcer to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and that there has been no material adverse change in the financial condition or affairs of the Agency between the date of sale and the date of delivery of the Bonds. Dated: , 1981. Secretary of the South San Francisco Redevelopment Agency Section 3. The Secretary shall also cause a copy of a notice of intention to sell bonds to be published in the Wall Street Journal, a financial publication generally circulated throughout the State, at least fifteen (15) days prior to the sale. Such notice shall be substantially i~ the following form: NOTICE OF INTENTION NOTICE IS HEREBY GIVEN, pursuant to California Government Code Section 53692 and California Health and Safety Code Section 34355, that The South San Francisco Redevelopment Agency, South San Francisco, California, intends to sell its $12,000,000 principal amount of The South San Francisco Redevelopment Agency Gateway Redevelopment ProjeCt 1982 Tax Allocation Bonds and Notes, at public sale. Bids will be received on March 1, 1982, at 10:00 o'clock a.m., at the offices of Bartle Wells Associates, 1636 Bush Street, San Francisco, California, and the sale will be awarded by the Agency at their meetin§ at 7:00 o'clock p.m., 400 Grand Avenue, South San Francisco, California, on said date. The Official Notice of Sale and Official Statement pertaining to the Bonds may be obtained from Bartle Wells Associates, 1636 Bush Street, San Francisco, California. Dated: February 12, 1982 Section 4. The Chairman, the Executive Director, the Secretary and the Treasurer of the Agency are each authorized and directed in the name an~ on behalf of the Agency to make any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they mi§hr deem necessary or appropriate in order to consummate the lawful issuance, sale and delivery of the Bonds. PASSED AND ADOPTED on December 16, 1981, by the following vote: 'AYES: Agency members Ronald G. Acosta, Gus Nicolopulos, Roberta Cerri Teglia NOES: None ABSENT: " " Mark N. Addiego, Emanuele N. Damonte Chairman of the South ~ Francisco Redevelopment Agency (S E A L) SecYetary 'o San Francisco Redevelopment Agency SECERTARY' S CERTIFICATE I, , Secretary of The South San Francisco Redevelopment Agency, hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at an adjourned regular meeting of said Agency duly and regularly held at the regular meeting place thereof on , 1981, of which meeting all members of said Agency had due notice and at which a majority thereof was present; and that at said meeting said Resolution was adopted by the following vote: AYES: NOES: ABSENT: I further certify that I have carefully compared the same with the original resolution on file and of record in nly office; that said Resolution is a full, true and correct copy of the original Resolution adopted at said meeting; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said Agency on , 1981. Secretar~ 6f' the South San Francisco Redevelopment Agency 8