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CIC Resolution 85-2811031 -1 OR IN JHHW:CFA:dfd 11/08/85 F5581 11/21/85 RESOLUTION NO. 85 -28 RESOLUTION OF THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA AUTHORIZING THE ISSUANCE OF $2,315,000 WEST END COMMUNITY IMPROVEMENT PROJECT AREA 1985 TAX ALLOCATION BONDS AND AUTHORIZING AND DIRECTING EXECUTION OF INDENTURE OF TRUST RELATING THERETO, RATIFYING PROCEEDINGS FOR COMPETITIVE SALE OF SUCH BONDS, AWARDING SALE OF SUCH BONDS, APPROVING OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTION WHEREAS, the Community Improvement Commission of the City of Alameda (the "Commission ") has heretofore determined to issue its West End Community Improvement Project Area 1985 Tax Allocation Bonds in the aggregate principal amount of $2,315,000 (the "Bonds ") for purpose of financing certain affordable housing requirements of the Commission, and appropriate notices of sale of the Bonds have published calling for the receipt of bids to purchase the Bonds on November 21, 1985; and WHEREAS, the following bids were and are the only bids received by the Commission: Name of Bidder Stone & Youngberg Smith Barney, Harris Upham & Co., Inc. PaineWebber Incorporated and Net Interest Cost to Commission $4,774,006.97 $4,782,988.34 $4,835,011.92 WHEREAS, the Bonds are to be issued pursuant to an Indenture of Trust, dated as of December 1, 1985, (the "Indenture ") by and between the Commission and Security Pacific National Bank, as trustee; and WHEREAS, in connection with the competitive sale of the Bonds the financing consultants to the Commission, Stone & Youngberg, have caused to be prepared an Official Statement relating to the Bonds; and WHEREAS, it is appropriate at this time for the Commission to approve all of said proceedings for the authorization, issuance and sale of the Bonds; NOW, THEREFORE, BE IT RESOLVED by the Community Improvement Commission of the City of Alameda as follows: Section 1. Issuance of Bonds. The Commission hereby authorizes the issuance of the Bonds. The Bonds shall be issued pursuant to and in accordance with the provisions of the Indenture in substantially the form on file with the Secretary together with any changes hereafter approved by the Executive Director. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized to attest and to affix the seal of the Commission to, the final form of the Indenture for and in the name of the Commission. Section 2. Ratification of Sale Proceedings. The Commission hereby ratifies all proceedings heretofore taken by or on behalf of the Commission for the sale of the Bonds. The Commission hereby approves and ratifies the publication of the notice of intention to sell the Bonds in The Wall Street Journal on November 5, 1985, in substantially the form attached hereto as Exhibit A and by this reference incorporated herein, in accordance with the requirements of Section 53692 of the California Government Code. The Commission hereby approves and ratifies the publication of the Official Notice of Sale of the Bonds in the Alameda Times -Star, a newspaper of general circulation published in the City of Alameda, in substantially the form attached hereto as Exhibit B and by this reference incorporated herein, in accordance with the requirements of Section 33646 of the California Health and Safety Code. Such Official Notice of Sale is hereby approved as the official notice of sale of the Bonds. Section 3. Award of Sale of Bonds. The Commission hereby accepts the bid of Stone & Youngberg for the purchase of the Bonds. The Bonds shall be sold to said purchaser upon all of the terms set forth in said bid and in the Official Notice of Sale of the Bonds. The Commission hereby rejects all of the other bids for the Bonds. Section 4. Approval of Official Statement. A form of the final Official Statement, dated November 21, 1985, relating to the Bonds having been submitted by Stone & Youngberg, financing consultants to the Commission, the Commission hereby approves said final Official Statement in the form submitted, together with changes therein deemed advisable by said financing consultants, and the Chairman of the Commission is hereby authorized and directed to execute said final Official Statement for and in the name of the Commission. Said financing consultants have heretofore distributed a preliminary Official Statement to the prospective bidders for the Bonds. Such distribution is hereby ratified, confirmed and approved. Section 5. Official Actions to Close Bond Issue. Jones Hall Hill & White, A Professional Law Corporation, is directed to cause to be lithographed, printed and engraved a sufficient number of blank Bonds of suitable quality, said Bonds to show on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of the Indenture, and to procure their execution by the proper officers, and to cause them to be delivered when so executed to the purchaser thereof upon the receipt of the purchase price by the Commission. The Executive Director, Finance Director and Secretary of the Commission, or any of them, are further authorized and directed to make, execute and deliver to the purchaser of the Bonds (a) a certificate in the form customarily required by the purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Bonds, (b) -2- a certificate in similar form certifying to all facts within their knowledge which would make it unreasonable to rely on the official statement of the Commission in connection with the resale of the Bonds, (c) a receipt in similar form evidencing the payment of the purchase price of the Bonds, which receipt shall be conclusive evidence that said purchase price has been paid and has been received by the Commission, and (d) a certificate attesting to the use of the proceeds of the Bonds, the investment thereof, and any other matters relating to the tax exemption of the Bonds pursuant to Section 103(c) of the Internal Revenue Code of 1954, as amended. Any purchaser or subsequent taker or owner of the Bonds is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Bonds. Such officers and any other officers of the Commission are hereby authorized to execute any and all other certificates, requisitions, agreements and documents required to consummate the sale and delivery of the Bonds. vote: PASSED AND ADOPTED this 21st day of November, 1985, by the following AYES: Commissioners Hanna, Lucas, Monsef & Chairman Diament - 4 NOES: Commissioner Corica - 1 ABSENT: None By Attest: By Chairman EXHIBIT A NOTICE OF INTENTION TO SELL BONDS NOT TO EXCEED $2,500,000 COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA WEST END COMMUNITY IMPROVEMENT PROJECT AREA 1985 TAX ALLOCATION BONDS NOTICE IS HEREBY GIVEN that sealed proposals will be received by a representative of the Community Improvement Commission of the City of Alameda at the office of Stone & Youngberg, One California Street, Suite 2800, San Francisco, California 94111 on THURSDAY, NOVEMBER 21, 1985 at 11 :00 a.m. (Pacific Time) for the purchase of not to exceed $2,500,000 principal amount of bonds of the Commission designated the "Communiity Improvement Commission of the City of Alameda West End Community Improvement Project 1985 Tax Allocation Bonds (the "Bonds "). The Bonds will be dated December 1, 1985, and shall bear interest from their date at the rate or rates to be fixed upon the sale thereof. The Commission has caused to be prepared an Official Notice of Sale and an Official Statement for the Bonds, copies of which will be furnished on request made to Stone & Youngberg, One California Street, Suite 2800, San Francisco, California 94111, telephone (415) 981 -1314, financial consultants to the Commission. Dated: November 4, 1985 By /s/ Diane Felsch 'Secretary Community Improvement Commission of the City of Alameda EXHIBIT B OFFICIAL NOTICE OF SALE $2,315,000* COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA WEST END COMMUNITY IMPROVEMENT PROJECT AREA 1985 TAX ALLOCATION BONDS NOTICE IS HEREBY GIVEN that sealed proposals will be received by a representative of the Community Improvement Commission of the City of Alameda at the office of Stone & Youngberg, One California Street, Suite 2800, San Francisco, California on THURSDAY, NOVEMBER 21, 1985 at 11:00 a.m. (Pacific Time) for the purchase of $2,315,000 principal amount of bonds of the Commission designated the "Community Improvement Commission of the City of Alameda West End Community Improvement Project Area 1985 Tax Allocation Bonds (the "Bonds ") to be issued under the provisions of an Indenture of Trust, dated as of December 1, 1985, (the "Indenture ") between the Commission and Security Pacific National Bank, as trustee (the "Trustee ") and pursuant to the Community Redevelopment Law of the State of California (being Part 1 of Division 24 of the California Health and Safety Code). The Bonds are more particularly described in the proposed form of the Indenture on file with the Secretary of the Commission (which is incorporated herein by reference) and copies thereof will be furnished to any interested bidder upon request. ISSUE: The Bonds will be issued in fully registered form in denominations of $5000 or authorized integral multiples thereof, to be dated initially as of December 1, 1985. The Commission may issue or incur additional loans, advances or indebtedness on a parity with the Bonds, but only subject to the limitations and condtions set forth in the Indenture. MATURITIES: The Bonds will mature on January 1 in each of the years, and in the amounts, as follows: *Preliminary, subject to change. Maturity Date Principal ( January 1 ) Amount 1988 5,000 1989 5,000 1990 5,000 1991 5,000 1992 5,000 1993 5,000 1994 5,000 1995 5,000 1996 5,000 1997 10,000 1998 10,000 1999 10,000 2015 365,000 2016 1,875,000 OPTIONAL REDEMPTION: Bonds maturing on or before January 1, 1996, are not subject to redemption before their respective stated maturities. Bonds maturing on or after January 1, 1997, are subject to redemption before their respective stated maturities in whole, or in part in inverse order of maturity and by lot within a maturity, from any source of available funds at the option of the Commission, on any interest payment date on or after January 1, 1996, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption, plus a premium (expressed as a percentage of the principal amount of Bonds to be redeemed) as set forth in the following table: Optional Redemption Dates Premium January 1, 1996, and July 1, 1996 2% January 1, 1997, and July 1, 1997 1 -1/2% January 1, 1998, and July 1, 1998 1% January 1, 1999, and July 1, 1999 1/2% January 1, 2000, and thereafter -0- SPECIAL MANDATORY REDEMPTION FROM UNUSED ESCROW FUNDS: The Bonds maturing on January 1, 2016, are also subject to special mandatory redemption in whole, or in part by lot, on January 1, 1989, from any amounts then remaining in the Escrow Fund established under the Indenture, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption, without premium. SINKING ACCOUNT REDEMPTION: The Bonds maturing on January 1, 2015, are also subject to redemption in whole, or in part by lot, on any January 1 on or after January 1, 2006, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in following table: -2- Redemption Date (January 1) 2000 2001 2002 2003 2004 2005 2006 2007 Original Amount To Be Redeemed $10,000 10,000 15,000 15,000 15,000 15,000 20,000 20,000 Redemption Date (January 1) 2008 2009 2010 2011 2012 2013 2014 2015 (Maturity) Original Amount To Be Redeemed $20,000 25,000 25,000 30,000 30,000 35,000 40,000 40,000 The bonds maturing on January 1, 2016, are also subject to redemption in whole, or in part by lot, on any January 1 on or after January 1, 1990, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in following table: Original Original Rdemption Date Amount To Redemption Date Amount To (January 1) Be Redeemed (January 1) Be Redeemed 1990 $15,000 1991 15,000 1992 20,000 1993 20,000 1994 25,000 1995 25,000 1996 30,000 1997 30,000 1998 30,000 1999 35,000 2000 40,000 2001 45,000 2002 50,000 2003 50,000 2004 $55,000 2005 65,000 2006 70,000 2007 75,000 2008 85,000 2009 90,000 2010 105,000 2011 110,000 2012 125,000 2013 135,000 2014 145,000 2015 160,000 2016 (Maturity) 225,000 PAYMENT: Both principal and interest are payable in lawful money of the United States of America at the principal corporate trust office of the Trustee in Los Angeles, California. PURPOSE: The proceeds of the Bonds are to be applied to finance certain very low and moderate income housing programs relating to the Alameda Community Improvement Commission's West End Community Improvement Project Area, a duly designated community improvement project in the City of Alameda, California (the "Project Area "). -3- SECURITY: The Bonds (together with any parity obligations issued under and subject to the Indenture) are special obligations of the Commission. The Bonds are payable solely from and are secured by a pledge of the Tax Revenues (as such term is defined in the Indenture) derived from the Project Area and by a pledge of the amounts on deposit in the various funds and accounts held by the Trustee under the Indenture. The Bonds are additionally secured as more fully described in the Indenture and the Official Statement. The Bonds are not obligations of the City of Alameda. The Commission has no direct power of taxation and cannot control the rate of taxation imposed by taxing agencies upon property in the Project Area. Bidders should be aware of certain factors affecting the availability and amount of the Tax Revenues in amounts and at times sufficient to pay the Bonds, and bidders are referred to the Indenture and the Official Statement for further details. TAX - EXEMPT STATUS: In the opinion of Jones Hall Hill & White, A Professional Law Corporation, bond counsel to the Commission, interest on the Bonds is exempt from federal income taxes and State of California personal income taxes under existing laws, regulations, rulings and judicial decisions. In the event that prior to the delivery of the Bonds (a) the interest on other obligations 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 law is adopted which will have a substantial adverse effect upon owners of the Bonds as such, the successful bidder may, at its option, prior to the tender of the Bonds, be relieved of its obligation under the contract to purchase the Bonds, and in such case the deposit accompanying its bid will be returned. LEGAL OPINION: The legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, approving the validity of the Bonds, will be furnished to the successful bidder without cost. A copy of the legal opinion, certified by the offical in whose office the original is filed, will be printed on each Bond without charge to the successful bidder. 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 for not less than ninety -seven percent (97 %) of the par value thereof and accrued interest thereon to the delivery date. The amount of any discount specified in any bid shall not exceed three percent (3%) of the aggregate principal amount of the Bonds. Each bid, together with bidder's check, must be enclosed in a sealed envlope addressed to the Commission with the envelope and bid clearly marked "Proposal for Purchase of Community Improvement Commission of the City of Alameda West End Community Improvement Project Area 1985 Tax Allocation Bonds ". Each bid must be in accordance with the terms and conditions set forth in this notice. -4- Bids may be mailed or delivered to the Commission, in care of Stone & Youngberg at the address mentioned above, but must be received by the date and time of sale set forth above. INTEREST RATE: Bidders must specify the rate or rates of interest which the Bonds shall bear. The maximum rate bid may not exceed twelve percent (12 %) per annum. Interest on the Bonds thereafter semiannually on January 1 and July 1 in each year. Bidders will be permitted to bid different rates of interest; but (i) each interest rate specified in any bid must be in a multiple of one - twentieth or one - eighth of one percent; (ii) the interst rate bid for any maturity of the Bonds shall be equal to or greater than (but not more than two percentage points greater than) the interst rate bid on any preceding maturity of the Bonds; (iii) no Bond shall bear more than one rate of interest; (iv) interest on each Bond shall be computed from December 1, 1985, to its stated maturity at the interest rate specified in the bid, payable semiannually as set forth above; (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 waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price. BEST BID: The Bonds will be awarded to the best responsible bidder therefor, considering the interest rate or rates specified and the discount bid or premium offered, if any. The best bid will be determined by deducting the amount of the premium bid (if any) from, and adding the amount of the discount bid (if any) to, the total amount of interest which would be required to be paid on the Bonds from December 1, 1985, to their respective maturity dates, or in the case of the term Bonds maturing in 2015 or in 2016 to their respective sinking account redemption dates, at the respective interest rates specified in the bid, and the award will be made on the basis of the lowest net interest cost determined thereby. The purchaser must pay accrued interest, computed on a 30 -day month, 360 -day year basis, from December 1, 1985 to the date of delivery. The cost of printing the bonds will be borne by the Commission. RIGHT OF REJECTION: The Commission reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: The Commission will take action awarding the sale of the Bonds or rejecting all bids not later than twenty -six (26) hours after the expiration of the time herein prescribed for the receipt of bids, unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. DELIVERY AND PAYMENT: Delivery of the Bonds will be made to the successful bidder in Los Angeles or San Francisco, California, as soon as the Bonds can be prepared, which it is estimated will be within 30 days from the sale date. Payment for the Bonds must be made by Federal Reserve Bank Funds check which is immediately available to the Commission in San Francisco, California. Any expense in providng immediately available funds shall be borne by the purchaser. -5- RIGHT OF CANCELLATION: The successful bidder shall have the right, at its option, to cancel the contract of purchase if the Commission 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 bank or trust company having an office in Los Angeles or San Francisco, Califronia, in the amount of $20,000, payable to the order of the Commission, must accompany each proposal as a guaranty the bidder, if successful, will accept and pay for the Bonds in accordance with the terms of its bid. The check accompanying any accepted proposal will be cashed by the Commission following the award to the successful bidder. If after the award of the Bonds the successful bidder fails to complete its purchase on the terms stated in its proposal, the amount of the check will be retained by the Commission. The check accompanying each unaccepted proposal will be made available for recovery by each unsuccessful bidder. No interest will be paid upon the deposit made by any bidder. STATEMENT OF NET INTEREST RATE: Each bidder is requested, but not required, to state in its bid the total net interest cost and the percentage net interest rate represented by the bid, which shall be considered as informative only and not binding on either the bidder or the Commission. NO LITIGATION: There is no litigation pending concerning the validity of the Bonds, the coporate existence of the Commission or the City of Alameda or the entitlement of the officers thereof to their respective offices, and the successful bidder will be furnished a no- litigation certificate certifying to the foregoing as of and at the time of delivery of the Bonds. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such number on any Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms hereof. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid by the Commision; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. OFFICIAL STATEMENT: The Commission will adopt an Official Statement relating to the Bonds. A copy of the preliminary Official Statment and any other information concerning the proposed financing will be furnished upon request to the financial consultants of the Commission, Stone & Youngberg, One California Street, Suite 2800, San Francisco, California 94111, telephone (415) 981 -1314. CERTIFICATE: The Commission will deliver to the purchaser of the Bonds a certificate of an official of the Commission, dated the date of Bond delivery, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statment does not contain an untrue -6- statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the condition of the Commission which would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds. Dated: November , 1985 By Secretary