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HomeMy WebLinkAboutRDA RES 186RESOLUTION NO. 186 RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY PROVIDING FOR THE SALE OF TAX ALLOCA- TION REFUNDING BONDS, ISSUE OF 1985, OF THE AGENCY RECITALS: A. The Palm Desert Redevelopment Agency is a redevelopment agency, a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Redevelopment Law and the powers of the Agency include the power to issue bonds or notes for any of its corporate pur- poses. B. The Agency has heretofore adopted its Resolution entitled: "Resolution of the Palm Desert Redevelopment Agency Authorizing the Issuance of Tax Allocation Refunding Bonds of the Agency in the Principal Amount of $30,000,000 to Refinance a Portion of the Cost of a Redevelopment Project and to Aid in the Financing of a portion of the Cost of such Project" (the "Resolution of Issuance"). C. The Agency has heretofore adopted its Resolution entitled: "Resolution of the Palm Desert Redevelopment Agency Determining to Issue a Certain Principal Amount of Tax Alloca- tion Refunding Bonds of the Agency and Providing for Certain Details of the Refunding Bonds" (the "Supplemental Resolu- tion"). D. The Agency deems it necessary at this time to sell seventeen million eight hundred sixty thousand dollars ($17,860,000) principal amount of Bonds as authorized by the Resolution of Issuance and as further provided by the Supple- mental Resolution. NOW, THEREFORE, THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. Definitions. All terms which are defined in Section 1 of the Resolution of Issuance shall have the same meanings in this Resolution as such terms are given in Section 1 of the Resolution of Issuance. Section 2. Sale Authorized. The sale of the PALM DESERT REDEVELOPMENT AGENCY, PROJECT AREA NO. 1, AS AMENDED (ADDED TERRITORY ONLY), TAX ALLOCATION REFUNDING BONDS, ISSUE OF 1985 (the "Bonds"), on an all or none basis and in accordance with law, is hereby authorized. Section 3. Notice Inviting Bids. The invitation for bids for the purchase of the Bonds is hereby authorized, such invitation to be substantially in the form of the Notice Inviting Bids attached hereto, marked "Exhibit A" and by this reference incorporated herein. Such Notice Inviting Bids and the Bid Form attached thereto are hereby approved. Section 4. Publication of Notice Involving Bids. The Secretary of the Agency is hereby authorized and directed to cause to be published in the manner provided by law, such 851101 bm 0318WLS 3 -2- Notice Inviting Bids. Any and all such publications heretofore made are hereby approved, ratified and confirmed. Section 5. Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Bonds shall be as specified in such Notice Inviting Bids. Section 6. Preliminary Official Statement. The staff of the Agency and its Financial Consultant are hereby author- ized and directed to prepare a preliminary Official Statement regarding the Bonds to be furnished to prospective bidders for the Bonds. Such preliminary Official Statement and the final Official Statement shall be substantially in the form attached hereto as Exhibit B. Section 7. Notice Inviting Bids and Official Statement Furnished. The Secretary and the Financial Con- sultant are hereby authorized and directed to cause to be furnished to prospective bidders a reasonable number of copies of the Notice Inviting Bids, including the Bid Form, and a reasonable number of copies of such preliminary Official Statement. Section 8. Opening of Bids. The Financial Consultant and Bond Counsel are hereby authorized and directed to open the bids at the time and place specified in such Notice Inviting Bids and to present the same to the Agency. The Financial Con- sultant and Bond Counsel are hereby authorized and directed, in addition to taking the above actions, to receive and record the receipt of all bids made pursuant to such Notice Inviting Bids, -3- 851101 bm 0318WLS 3 rTTE S� : - SHEILA R. GI GAN, SECTARY PALM DESERT REDEVELOPMC' AGENCY -4- 851101 bm 0318WLS 3 to cause such bids to be examined for compliance with such Notice Inviting Bids, to cause computations to be made as to which bidder has bid the lowest interest cost to the Agency and to present such bids to the Agency as provided in such Notice Inviting Bids, along with a report as to the foregoing and any other matters deemed pertinent to the award of the Bonds and the proceedings for the issuance thereof. Section 9. General Authorization. The members of the Agency, and its officers, deputy officers, employees, consultants and counsel are hereby authorized to do all acts and things which are required of them by this Resolution, the Supplemental Resolution and the Resolution of Issuance (collectively, the "Resolutions"), or which are necessary or desirable in carrying out the issuance of the Bonds as provided by the Resolutions and all matters incidental thereto. All such acts and things heretofore done are hereby approved, ratified and confirmed. Section 10. Effective Date. This Resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED this 14thday of November, 1985, by the following vote, to wit: AYES: BENSON, JACKSON, SNYDER, WILSON AND KELLY NOES: NONE ABSENT: NONE ABSTAIN: NONE 1 RIC ARD S. KELLY, CHAI 4AN PALM DESERT REDEVELOPMENT AGENCY COUNTY OF RIVERSIDE, STATE OF CALIFORNIA NOTICE INVITING BIDS $17,860,000 PALM DESERT REDEVELOPMENT AGENCY PROJECT AREA NO. 1, AS AMENDED (ADDED TERRITORY ONLY) TAX ALLOCATION REFUNDING BONDS ISSUE OF 1985 NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of Seventeen Million Eight Hundred Sixty Thousand Dollars ($17,860,000) principal amount of tax allocation refunding bonds of the Palm Desert Redevelopment Agency (hereinafter referred to as the "Agency") will be received by the Agency up to the time and at the place specified below: Time: 11:00 A.M., Pacific Standard Time Place: November 21, 1985 Law Offices of Richards, Watson, Dreyfuss & Gershon, A Professional Corporation 333 South Hope Street 38th Floor Los Angeles, California 90071 OPENING OF BIDS: The bids will be received at the above time and place, will be opened by the Financial Consultant and Bond Counsel and will be presented to the Agency at its meeting to be held later on the day on which the bids are received. ISSUE: Seventeen Million Eight Hundred Sixty Thousand Dollars ($17,860,000) designated Palm Desert Redevelopment Agency, Project Area No. 1, As Amended (Added Territory Only), Tax Allocation Refunding Bonds, Issue of 1985 (the "Bonds"), consisting of fully registered Bonds, in denominations of five thousand dollars ($5,000) each or any whole multiple thereof within a maturity, dated as of December 1, 1985. MATURITIES: The Bonds will mature on December 1st in each of the years and in the following amounts: Maturity Date Principal Maturity Date Principal December 1st of Amount December 1st of Amount 1986 $ 415,000 1996 $ 820,000 1987 440,000 1997 885,000 1988 465,000 1998 960,000 1989 495,000 1999 1,045,000 1990 525,000 2000 1,135,000 1991 565,000 2001 1,235,000 1992 605,000 2002 1,350,000 1993 650,000 2003 1,470,000 1994 700,000 2004 1,600,000 1995 755,000 2005 1,745,000 851103 jlw 0343WL5 1 -2- INTEREST: The Bonds will bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed twelve percent (12%) per annum, payable June 1st and December 1st in each year, commencing on June 1, 1986. PAYMENTS: The Bonds, the interest thereon and any premiums due upon the redemption thereof prior to maturity are payable in lawful money of the United States of America, interest being payable by check or draft mailed to the registered owner of the Bond at the address of the registered owner as shown on the registration books on the fifteenth day of the month preceding each interest payment date, and principal being payable at the principal corporate trust office of Security Pacific National Bank, Fiscal Agent for the Agency, in Los Angeles, California. FORM OF BOND: The Bonds shall be issued in the form of fully registered Bonds. TRANSFER AND EXCHANGE: Transfer of ownership of a Bond or Bonds shall be made by exchanging the same for a new Bond or Bonds and transferring the registration of such Bond or Bonds on the registration books of the Fiscal Agent. -3- 851103 jlw 0343WLS 1 CALL AND REDEMPTION: The outstanding Bonds, or any of them, may or shall, as the case may be, be called before maturity and redeemed as follows: A. The Bonds maturing on December 1, 1986 through December 1, 1995 are not subject to optional call or redemption by the Agency prior to their respective maturities. B. The outstanding Bonds maturing on or after December 1, 1996, may be called before maturity and redeemed, at the option of the Agency, in whole from the proceeds of refunding bonds or refunding obligations, or in whole or in part from any other source of funds, on December 1, 1995, or on any interest payment date thereafter prior to maturity, in inverse order of maturity and by lot within a maturity. Bonds so called for redemption shall be redeemed at a redemption price for each redeemed Bond equal to the principal amount thereof, plus accrued interest to the redemption date, and the following premium (which is expressed as a percentage of principal amount) if redeemed on the following redemption dates: -4- 851103 jlw 0343WLS 1 Redemption Dates Redemption Price December 1, 1995 and June 1, 1996 102 % December 1, 1996 and June 1, 1997 1012 December 1, 1997 and June 1, 1998 101 December 1, 1998 and June 1, 1999 100/ December 1, 1999 and thereafter 100 PURPOSE OF ISSUE: The Bonds are to be issued by the Agency under and pursuant to the Community Redevelopment Law of the State of California (Part 1 of Division 24 of the California Health and Safety Code) to refund the principal of, premium and interest on the outstanding Palm Desert Redevelop- ment Agency, Project Area No. 1, As Amended, Tax Allocation Bonds, Issue of 1982, at the initial redemption date thereof on September 1, 1988, and to aid in the financing of the redevelopment of a project area in the City of Palm Desert, known as Project Area No. 1, As Amended. SECURITY: The Bonds are payable, as to both principal and interest, solely from taxes allocated to the Agency pursuant to California Health and Safety Code Section 33670 from that portion of such project area which was added pursuant to an amendment thereto pursuant to Ordinance No. 275 of the City of Palm Desert, and as further modified by Ordinance No. 324 of the City of Palm Desert, and from certain other funds as provided by the resolution of the Agency authorizing the issuance of the Bonds. -5- 851103 jlw 0343WLS 1 TERMS OF SALE Interest Rate: The rate or rates bid, as the case may be, may not exceed twelve percent (12%) per annum, payable June 1st and December 1st in each year, commencing on June 1, 1986. Each rate bid must be a multiple of one eighth of one percent (1/8%) or one -twentieth of one percent (1/20%) or any combination thereof. All Bonds of the same maturity must carry the same interest rate and the rate bid for any maturity must be the same or higher than the rate for the preceding maturity. The rate on any maturity or group of maturities shall not be more than four percent (4%) higher than the rate on any other maturity or group of maturities. No Bond may bear more than one rate, and each Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. Sale of Bonds: The Bonds shall be sold for cash only and all bids must be for not less than all of the Bonds hereby offered for sale. Each bid shall state that the bidder offers accrued interest to the date of delivery, the purchase price, which shall not be less than ninety-seven percent (97%) of the aggregate principal amount of the Bonds, and the interest rate, or rates, as the case may be, not to exceed that specified herein, at which the bidder offers to buy the Bonds. Each -6- 851103 jlw 0343WLS 1 bidder shall state in the bid the total interest cost in dollars and the net interest rate determined thereby, which shall be considered informative only and not a part of the bid. Highest Bidder; Bond Printing: The Bonds will be awarded to the highest responsible bidder or bidders considering the interest rate specified and the premium or discount offered, if any. The highest bid will be determined by deducting the amount of the premium (if any) from, or adding the amount of the discount (if any) to, the total amount of interest which the Agency would be required to pay from the date of the Bonds to the maturity dates thereof at the rate or rates specified in the bid, and the award will be made on the basis of the lowest net interest cost to the Agency. If two or more bids provide the same lowest net interest cost, the Agency shall determine by lot which bid shall be accepted, and such determination shall be final. The purchaser must pay accrued interest from the date of the Bonds to the date of delivery thereof 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 the extent not prohibited by law, to waive any irregularity or informality in any bid. -7- 851103 jlw 0343WL5 1 Award of Bonds: The Agency will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the time herein prescribed for the receipt of bids; 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 in writing of the withdrawal of such bid. Notice of the award will be given promptly to the successful bidder. Form of Bid: Each bid, together with the bid check, must be in a sealed envelope, addressed to the Agency, with the envelope and bid clearly marked "Bid for $17,860,000 principal amount of Palm Desert Redevelopment Agency, Project Area No. 1, As Amended (Added Territory Only), Tax Allocation Refunding Bonds, Issue of 1985." Each bid must be unconditional and in accordance with the terms and conditions set forth, or permitted herein. and must be submitted on, or in substantial accordance with, bid forms provided by the Agency. CUSIP: CUSIP identification numbers may be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and no liability shall attach to the Agency or any of the officers or agents thereof because of or on account of said numbers. Any error or omission with respect to said numbers shall not constitute cause for refusal by the successful bidder to accept delivery of and pay for the Bonds. 851103 jlw 0343WLS 1 -8- Delivery and Payment: Delivery of the Bonds will be made to the successful bidder at such place as may be agreed upon by the successful bidder and the officer of the Agency making delivery. Payment for the Bonds must be made in funds immediately available to the Agency in Los Angeles, California. Prompt Delivery, Cancellation for Late Delivery: The Bonds are scheduled to be delivered to the successful bidder within thirty (30) days following the sale thereof. If the Agency shall fail to execute the Bonds and tender them for delivery by twelve o'clock noon on the 60th day following the date of sale or the first business day thereafter if the 60th day is not a business day, the successful bidder may (subject to the conditions set forth below under the heading "Bid Check"), on that day or any time thereafter until delivery of the Bonds, withdraw its bid by serving notice of cancellation, in writing, on the undersigned, in which event the Agency shall promptly return the good faith deposit. The Agency expects to make such delivery in the form of definitive bonds, but reserves the right to make such delivery in the form of temporary bonds, exchangeable for definitive bonds, at no cost to the purchaser. Accrued interest to the date of delivery of the Bonds shall be paid by the purchaser at the time of delivery. -9- 851103 jlw 0343WLS 1 Bid Check: A certified or cashier's check drawn on a responsible bank or trust company in the amount of one hundred fifty thousand dollars ($150,000) payable to the order of the Agency, must accompany each bid as a guaranty that the bidder, if successful, will accept and pay for the Bonds in accordance with the terms of the bid. No interest shall be allowed on the good faith checks, and checks of the unsuccessful bidders will be promptly returned to each bidder's representative by hand delivery or registered mail. The check accompanying any accepted bid shall be cashed and the proceeds thereof applied to the purchase price. If such bid is accepted but not performed, unless such failure or performance shall be caused by any act or omission of the Agency, the proceeds of the check accompanying any accepted bid shall be retained by the Agency. Change in Tax Exempt Status: At any time before the Bonds are tendered for delivery, the successful bidder may disaffirm and withdraw the bid if the interest received from bonds of the same type and character of the Bonds shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable by the terms of any federal income tax law enacted subsequent to the date of publication of this Notice Inviting Bids. -10- 851103 j1w 0343WLS 1 Legal Opinion: The opinion of the Bond Counsel firm of Richards, Watson, Dreyfuss & Gershon, A Professional Corporation, Los Angeles, California, approving the validity of the Bonds and stating that interest on the Bonds is exempt from income taxes of the United States of America under present federal income tax laws and that such interest is also exempt from personal income taxes of the State of California under _ present State income tax laws, will be furnished the successful bidder at or prior to the time of delivery of the Bonds at the expense of the Agency. A copy of such opinion, certified by an officer of the Agency by facsimile signature, will be printed on the back of each Bond. No charge will be made to the purchaser for such opinion, printing or certification. Closing Documents: In addition to the opinion of Bond Counsel referred to above, at the time of payment for the delivery of the Bonds, the Agency will furnish the successful bidder the following documents, all to be dated as of the date of delivery: 1. Arbitrage Certificate - A certificate of an appropriate officer of the Agency certifying that, on the basis of facts, estimates and circumstances in effect at the time of delivery of the Bonds, it is not expected that the proceeds of the Bonds will be used in a manner that will cause the Bonds to be arbitrage bonds. -11- 851103 jlw 0343WLS 1 2. No Litigation Certificate - A certificate of an appropriate officer of the Agency, certifying that there is no litigation pending or, to the best of such officer's knowledge, threatened against the Agency affecting the validity of the Bonds. 3. Signature Certificate - A certificate of appropriate officers of the Agency indicating that they have signed the Bonds by manual or facsimile signature and that they were duly authorized to execute the same. 4. Treasurer's and Fiscal Agent's Receipts - The receipts of the Fiscal Agent and the Treasurer of the Agency showing that the purchase price of the Bonds, including accrued interest to the date of delivery, if any, has been received by the Agency and the Fiscal Agent, respectively. 5. Certificate Concerning Official Statement - A certificate of an appropriate officer of the Agency, acting in such person's official and not personal capacity, to the effect that at the time of the sale of the Bonds and at all times 851103 jaw 0343WLS 1 -12- subsequent thereto up to and including the time of delivery of the Bonds, the Official Statement relating to the Bonds did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Official Statement: The Agency will furnish to the successful bidder, at no charge, such number of copies of the Official Statement as said bidder may reasonably request (but not to exceed 2,500) for this issue for use in connection with any resale of the Bonds. Insurance: The Agency has made application to the Municipal Bond Insurance Association, AMBAC Indemnity Corporation, Federal Guaranty Insurance Corporation, USF&G Corporation and Bond Investors Guaranty for the issuance of an insurance commitment, to be purchased by the Agency, on or prior to the delivery of the Bonds. The insurer chosen, if any, will be announced prior to the sale of the Bonds through the Munifacts wire service. INFORMATION AVAILABLE: Requests for copies of the Official Statement pertaining to the Bonds, the Official Bid Form, or for other information concerning the Agency, should be -13- 851103 j I w 0343WLS 1 addressed to Miller & Schroeder Financial, Inc., 505 Lomas Santa Fe Drive, Suite 100, Solana Beach, California 92075, telephone (619) 481-5894, Attention: Ms. Robin M. Brown. Sheila R. Gilligan Secretary of the Palm Desert Redevelopment Agency -14- 851103 jlw 0343WLS 1 OFFICIAL BID FORM BID FOR THE PURCHASE OF PALM DESERT REDEVELOPMENT AGENCY PROJECT AREA NO. 1, AS AMENDED (ADDED TERRITORY ONLY) TAX ALLOCATION REFUNDING BONDS ISSUE OF 1985 November 21, 1985 Palm Desert Redevelopment Agency Palm Desert, California On behalf of a group which we have formed, consisting of and pursuant to the Notice Inviting Bids, we offer to purchase seventeen million eight hundred sixty thousand dollars ($17,860,000) principal amount, all or none, of the Bonds designated as "Palm Desert Redevelopment Agency, Project Area No. 1, As Amended (Added Territory Only), Tax Allocation Refunding Bonds, Issue of 1985", particularly described in such Notice Inviting Bids, of the maturities and interest rate (rates) set forth below: -1- 851103 jlw 0343WLS 1 Maturity Date Interest Maturity Date Interest December 1 Amount Rate December 1 Amount Rate 1986 $ 415,000 % 1996 $ 820,000 1987 440,000 % 1997 885,000 1988 465,000 % 1998 960,000 1989 495,000 % 1999 1,045,000 1990 525,000 % 2000 1,135,000 1991 565,000 % 2001 1,235,000 1992 605,000 % 2002 1,350,000 1993 650,000 % 2003 1,470,000 1994 700,000 $ 2004 1,600,000 1995 755,000 % 2005 1,745,000 and to pay therefor the aggregate sum of $ plus accrued interest on such Bonds to the date of delivery thereof. This bid is subject to all the terms and conditions of the Notice Inviting Bids, all of which terms and conditions are made a part hereof as fully as though set forth in this bid. As specified in the Notice Inviting Bids, this bid is subject to acceptance not later than twenty-six (26) hours after the expiration of the time for the receipt of bids, and the opinion of the Bond Counsel firm of Richards, Watson, Dreyfuss & -2- 851103 jlw 0343WLS 1 Gershon, A Professional Corporation, Los Angeles, California, approving the validity of the Bonds, being furnished us (if we are the successful bidder) at the time of delivery of the Bonds at the expense of the Agency. There is enclosed herewith a ** check in the amount of one hundred fifty thousand dollars ($150,000), payable to the order of the Agency. * $17,860,000 plus premium or less discount, if any (discount not to exceed three percent (3%)). ** Insert "certified" or "cashier's". There is submitted herewith a memorandum (which shall not constitute a part of this bid) stating the total interest -3- 851103 jIw 0343WLS 1 cost in dollars on the Bonds during the life of the issue under this bid, and the net interest rate determined thereby. Respectfully submitted, Name: (Account Manager) By: Address: City: State: Telephone: MEMORANDUM OF INTEREST COST The total interest cost on the Bonds during the life of the issue under the above bid is , and the net interest rate determined thereby is %. 851103 j I w 0343WLS 1 -4-