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M-9/11/1984 (2) . . . ~ RESOLUTION NO. 392 (RAS) A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA AUTHORIZING THE INVITATION OF PROPOSALS FOR THE PURCHASE OF TAX ALLOCATION BONDS OF SAID AGENCY WHEREAS, this Agency deems it proper and necesslty therefor appears that proposals be invited for the purchase of $5,700,000 principal amount of its Ocean Park Redevelopment Project Tax Allocation Bonds, Serles 1984, and that said Bonds be sold in the manner and at the time and place herein- after set forth; NOW, THEREFORE, the Redevelopment Agency of the City of Santa Monica DOES HEREBY RESOLVE as follows: section 1. Sealed proposals for the purchase of the Bonds shall be recelved by the Agency at the time and place herelnafter set forth in the Notice of Sale. section 2. The Secretary is hereby authorized and directed to publish a Notlce of Sale, substantially in the form annexed hereto, marked uExhibit An, and hereby approved, by one insertlon in the Evening Outlook, a newspaper of general clrculation published in the Clty of Santa Monica, said publl- cation to be at least 5 days prior to the date of receiving proposals stated therein, as required by section 33646 of the Health and Safety Code. . . . Section 3. The Secretary is further authorized and directed to publish a Notice of Intention to Sell Bonds, substantially in the form annexed hereto, marked lIExhibit BII, and hereby approved, by one insertion in The Bond Buyer, a financlal publication generally circulated throughout Callfornia, said publication to be at least 15 days prlor to the date of receiving proposals stated therein, as requlred by Section 53692 of the Government Code. Section 4. The Secretary is further authorized and directed to give written notice of such sale, by mail, postage prepaid, to the Californ1a Debt Advisory Commission, no later than 10 days prior to the date of recelving proposals for said Bonds, as required by Sectlon 8855(g) and (h) of the Government Code and the rules of the Commission. section 5. This Agency hereby approves the Bid Form, substantlally in the form annexed hereto, marked lIExhib1t C,II and the Offic1al statement, substantially 1n the form now ln the hands of the Secretary and copies of which have been presented to this Agency, to be furnished to pros- pective bidders for the Bonds as provided in Sectlon 6 hereof, and directs the Secretary to file a copy in his office, and to identify it as being the Offlcial statement, so approved, by an endorsement thereon to that effect over his signature. Section 6. The Secretary is authorized and directed to cause to be furnished to prospective bidders, upon their request, a reasonable number of copies of the Resolution of 2 . . . Issuance, Natlce of Sale, Bid Form and Officlal statement, substantlally in the forms herelnabove approved. The Secretary is further authorized and directed, after any proposal for the purchase of said Bonds has been accepted by this Agency, to cause to be furnlshed to the successful bidder, for use in connection with the resale of said Bonds, such numbers of caples of the Official statement as may be required to comply with the provisions of the Notice of Sale. APPROVED AND ADOPTED thlS llth day of September, 1984. ~ ~--/ ,/ ~/ . ~ / /' (JetA-- C~ {? _! S Chairman of the Redevelopment Agency of the city of Santa Monica ATTEST: ~)I?~ Secretary of tpe Redevelopment Agency of the Clty of Santa Monlca (Seal) APROVED AS TO FORM: ~~.~ Agency CounselU 3 . . . Adopted and approved thlS 11th day of September 1984. ~~- :z:- --~- / c/:/,' /i _nn~~ /_ L_~-_ __nun - Chairplffson I hereby certlfy that the foregolng Resolutlon No. 392(RAS) was duly adopted by the Redevelopment Agency of the CIty of Santa Monlca at a meetIng thereof held on September 11, 1984 by the followIng Agency vote: Ayes: Agency Members: Noes: Agency Members: Abstain: Agency Members: Absent: Agency Members: Conn, Press, Zane, and Chalrper- son Edwards EpsteIn and Reed None Jenn ATTEST: _~u_~_u Secretary . . . EXHIBIT A NOTICE OF SALE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA OCEAN PARK REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, SERIES 1984 NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of $5,700,000 par value tax allocatlon bonds of the Redevelopment Agency of the Clty of Santa Monlca will be received by said Agency at the place and up to the tlme speclfled below. TIME: 10:00 a.m. October 9, 1984 Office of Morrlson & Foerster Board Room, 38th Floor Crocker Center 333 South Grand Avenue Los Angeles, Callfornia 90071 Mailed bids should be addressed to: Redevelopment Agency of the City of Santa Monica C/O William K. Kramer, Esq. at the above address PLACE: MAILED BIDS: OPENING OF BIDS: The bids wlll be opened at the tlme and place shown above and will be presented to the Agency at its meetlng to be held later on the same date In the Council Chambers, City Hall, Santa Monlca, Callfornia. ISSUE: $5,700,000 designated "Ocean Park Redevelop- ment Project Tax Allocation Bonds, series 1984" consisting of fully registered bonds of the denomination of $5,000 or any integral multiple thereof, numbered consectively from R-l upward, dated October 1, 1984. MATURITIES: The bonds wlll mature in consecutive numerical order on October 1 in the amounts for each of the several years as follows: Year Princlpal Amount Year Principal Amount 1987 1988 1989 1990 1991 1992 1993 $ 95,000 105,000 115,000 130,000 145,000 155,000 175,000 1994 1995 1996 1997 1998 1999 2006 $ 190,000 210,000 235,000 255,000 285,000 310,000 3,295,000 A-I . . . INTEREST: The bonds shall bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed 12% per annum, payable semiannually on April 1 and October 1. PAYMENT: Said bonds are payable in lawful money of the united states of Amer~ca at the securit~es Services Divis10n of Bank of America National Trust and Sav1ngs Assoc~at~on, Fiscal Agent for the Agency, in Los Angeles, Cal~fornia. Interest thereon 1S payable by check or draft mailed to the registered owners of the bonds at their respective addresses, as shown on the registration books ma~ntained by the Fiscal Agent. REGISTRATION: The bonds will be issued only in fully registered form and may be exchanged for bonds of the same maturity of other denominations only upon the terms set forth in the resolution prov~ding for the issuance of the bonds (hereinafter referred to as the IfResolution") adopted on September 11, 1984. REDEMPTION: The bonds matur~ng on or prior to October I, 1994, shall not be subJect to call or redempt~on pr10r to matur1ty. The bonds maturing on and after October 1, 1995 may be called before maturity and redeemed at the option of the Agency on October I, 1994, or on any 1nterest payment date thereafter pr10r to maturity, from any source of funds, as a whole or in part in inverse order of maturity and by lot wlthin a maturity, at a redemption prlce equal to the prin- cipal amount thereof, accrued interest to the date of redemp- tion, plus the following premiums (percentage of par value): Redemption Dates Premiums October 1, 1994 or April I, 1995 2% October I, 1995 or Apr1l 1, 1996 l~~ October 1, 1996 or April 1, 1997 1% October 1, 1997 or April 1, 1998 ;..~ October 1, 1998 or thereafter 0 The Agency is obligated to retire, by call and redemptlon or otherwise, the term bonds maturing on October 1, 2006, in the minimum amounts on October 1 of each of the several years as follows: Year Principal Amount Year Principal Amount $510,000 560,000 620,000 2000 2001 2002 2003 $345,000 380,000 420,000 460,000 2004 2005 2006 A-2 . . . PURPOSE OF ISSUE: The bonds are to be issued by the Agency under and pursuant to the community Redevelopment Law of the State of Californ1a (Part 1 of D1vision 24 of the Health and Safety Code) to aid 10 financing redevelopment proJects In the city of Santa Monica, known as Ocean Park ProJects Nos. lea) and l(b). SECURITY: The bonds are payable, both principal and interest, solely from Pledged Tax Revenues (as defined ln the Resolution) and from certain other limlted funds as provlded in the Resolution. The bonds are not obligations of the City of Santa Monica or the State of callfornia. TERMS OF SALE Interest Rate: The maximum rate bid may not exceed 12% per annum payable semiannually. Each rate bid must be a multiple of 1/8 or 1/20 of 1%. No bond shall bear more than one interest rate, and all bonds of the same maturity shall bear the same rate. Each bond must bear interest at the rate specif1ed in the bid from its date to its fixed maturlty date. The interest rate on any maturity or group of maturities shall not be more than 2% higher than the 1nterest rate on any other maturlty or group of maturities. Award: The bonds shall be sold for cash only. All bids must be for not less than all of the bonds hereby offered for sale and each bid shall state that the bidder offers accrued interest to the date of delivery, the purchase price, which shall not be less than 97\% of par, and the interest rate or rates not to exceed that specified herein, at which the bidder offers to buy the bonds. Each bidder shall state ln its bid the total net interest cost in dollars and the average net interest rate determined thereby, WhlCh shall be considered informative only and not a part of the bid. Bond Insurance: The Agency will apply for a policy of insurance from a reputable insurer guaran- teeing the payment when due of principal and lnterest on the bonds. If obtalned, the insurance w1ll extend for the life of the bonds and will not be cancellable by the insurer. The premium for such insurance will be paid by the Agency. Further lnformation regarding such bond lnsurance will be made avallable to prospective bidders prior to the date provlded hereln for the receipt of proposals. A-3 . . . Highest Bidder; Bond Printing: The bonds will be awarded to the hlghest responsible bidder or bidders considering the lnterest rate or rates specified and the premlum or discount offered, lf any. The highest bid wlll be determlned by deducting the amount of the premium bld (If any) from, or adding the amount of the dlscount (If any) to, the total amount of interest which the Agency would be required to pay from the date of said bonds to the respective matur~ty dates thereof at the interest rate or rates specified in the bld, and the award will be made to the b1dder or b1dders offerlng the lowest net interest cost to the Agency. For the purpose of determining interest cost, the term bonds w111 be deemed to mature at the times and in the amounts set forth above under "Redemptionu. The purchaser must pay accrued lnterest (computed on a 360-day year basls) from the date of the bonds to the date of delivery. The cost of prlnting the bonds wlll be borne by the Agency. Right of ReJectlon: The Agency reserves the right, in its discretlon, to reject any and all blds and to the extent not prohibited by law to waive any lrre- gularity or informality in any bid. Prompt Award: The Agency will take action awarding the bonds or rejecting all bids not later than 26 hours after the time hereln provided for the recelpt of proposals; prov~ded that the award may be made after the exp1ration of the speclfled time if the bldder shall not have glven to the Agency notice 10 writing of the withdrawal of such proposal. Place of Delivery and Funds for Payment: Delivery of sald bonds will be made to the successful bidder at the Securltles Services Dlvision of the Fiscal Agent in Los Angeles, Californla, or at such other place as may be agreed upon by the successful b1dder and the Treasurer of the Agency. Payment for the bonds shall be made in Federal Reserve Bank funds or other immediately available funds. It is expected that the bonds wlll be dellvered to the successful b~dder on or about October 25, 1984. The successful bldder shall have the rlght, at lts optlon, to cancel the contract of purchase if the Agency shall fail to execute the bonds and tender them for delivery within 60 days from the date here1n flxed for the receipt of bids, and 1n such event the successful bidder shall be ent1tled to the return of the check accompanYlng hlS bid. The Agency expects to make such dell very 1n the form of deflnitive bonds, but reserves the right to make such delivery Prompt Delivery; Cancellation for Late Delivery: A-4 . . . ~n the form of temporary bonds, exchangeable for def~n~t~ve bonds at no cost to the purchaser. Form of B1d: Each b1d, together with the bid check, must be in a sealed envelope, addressed to the Agency, w1th the envelope and b1d clearly marked "Proposal for Ocean Park Redevelopment Project Bonds. II Each bid must be un- cond1tional and 1n accordance wlth the terms and cond~t1ons set forth hereln, or permltted herein, and must be submltted on, or 1n substantial conformance with, the bld form provided by the Agency. Bid Check: A certified or cash1erls check on a responsible bank or trust company 1n the amount of $250,000 payable to the order of the Agency, must accompany each pro- posal as a guaranty that the bidder, if successful, will accept and pay for said bonds in accordance wlth the terms of its b1d. The check accompanY1ng any accepted proposal shall be applied on the purchase pr1ce or, if such proposal lS accepted but not performed, unless such fallure of performance shall be caused by any act or omisslon of the Agency, shall then be cashed and the proceeds retalned by the Agency. The check accompanYlng each unaccepted proposal wlll be returned promptly. At any time before the bonds are tendered for delivery, the successful bidder may dlsafflrm and withdraw the proposal if the 1nterest rece1ved by prlvate holders from bonds of the same type and character shall be declared to be taxable 1ncome under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decislon of any federal court, or shall be declared taxable or be requlred to be taken into account 1n computlng any federal income taxes, by the terms of any federal income tax law enacted subsequent to the date of this notice. Change 1n Tax Exempt status: Each proposal will be understood to be condltloned upon the Agency furnishing to the purchaser, Wlthout charge, con- currently wlth payment for and dellvery of the bonds, the followlng closlng papers, each dated the date of dellvery: Clos1ng Papers; Legal Opinion: (a) Legal Opinion - The opln~on of Morrison & Foerster, Los Angeles, Californ~a, Bond Counsel, approving the valldlty of the bonds and stating that interest on the bonds is exempt from Federal lncome taxes and from A-5 . . . State of Californla personal lncome taxes under existing statutes, regulations, rullngs and court declslons. (A copy of sald opinion, certified by an offlcer of the Agency by facsimile slgnature, wlll be pr1nted on the back of each bond. No charge will be made to the purchaser for such printing or certification.); (b) Nonarb1trage certlflcate - A certlflcate of the Agency certifying that on the basis of the facts, est1mates and circumstances in eX1stence on the date of lssue, it 1S not expected that the proceeds of the bonds wlll be used 1n a manner that would cause the bonds to be arbitrage bonds; (c) signature and No-L1tigat1on Certlficate - A certlficate of the Agency slgned by offlcers of the Agency certifYlng the followlng: (1) that said officers have slgned the bonds, whether by facslmile or manual signature, and that they were respectlvely duly author- lzed to execute the same; and (2) that there is no 11tigatlon threatened or pending affectlng the val1d1ty of the bonds; (d) Rece1pt - The receipt of the Agency showing that the purchase pr1ce of the bonds, including lnterest accrued to the date of dellvery thereof, has been recelved by the Agency; and (e) Cert1f1cate Re Off1c1al Statement - A certifi- cate of an officer of the Agency, acting in such person's offlC1al and not personal capacity, to the effect that at the time of the sale of the bonds and at all times subsequent thereto up to and 1ncluding the time of delivery of the bonds, the Off1c1al Statement relat1ng to the bonds dld not contaln any untrue statement of a mater1al fact or omlt to state a mater1al fact necessary to make the statements therein, 1n llght of the c1rcum- stances under which they were made, not ffilsleading. Offlclal Statement: The Agency wl11 furnish to the successful bldder or b1dders as many caples of the Official statement as the bldder or bldders No charge wlll be made to the successful first 250 coples of the Officlal Statement. shall request. bidder for the Blue Sky Laws: The successful bidder wlll be responsible for the clearance or exemptlon with respect to the status of the Bonds for sale under the securltles or "Blue A-6 . . . Sky" laws of the several states and the preparatlon of any surveys or memoranda ln connect10n therewith. CUSIP Numbers: It is antic1pated that CUSIP numbers w11l be prlnted on the bonds, but neither the failure to prlnt such numbers on any bond nor error wlth respect thereto shall constitute cause for fallure or refusal by the purchaser thereof to accept delivery of and pay for the bonds ln accordance wlth the terms of the purchase contract. All expenses of prlntlng CUSIP numbers on the bonds shall be pald by the Agency, but the CUSIP Service Bureau charge for the assignment of sald numbers shall be paid by the purchaser. INFORMATION Requests for lnformation concernlng the Agency AVAILABLE: should be addressed to the Agency's flnanclng consultant, Paine Webber Incorporated, PubllC Flnance Department, 555 Californla Street, San Francisco, Californla 94104. GIVEN by order of the Redevelopment Agency of the Clty of Santa Monica, adopted September 11, 1984. se~ o~/fe~~pment Agency of the Clty of Santa Monlca A-7 . . . EXHIBIT B NOTICE OF INTENTION TO SELL BONDS $5,700,000 REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, CALIFORNIA OCEAN PARK REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, SERIES 1984 The Redevelopment Agency of the city of Santa Monlca lntends to receive sealed bids until 10:00 a.m. (Callfornla tlme) on Tuesday, October 9, 1984 ln the offlce of Morrison & Foerster, Board Room, 38th Floor, Crocker Center, 333 South Grand Avenue, Los Angeles, Callfornla 90071, for the above bonds dated October 1, 1984 and maturing In varYlng amounts on october 1 of the years 1987 to 1999, lncluslve, and on October 1, 2006. Copies of the complete Notlce of Sale and Bid Form, together with copies of the Offlclal Statement to be lssued in connectlon wlth the sale of sald bonds, and the Resolutlon of Issuance may be obtained from the Agency's flnanclng consul- tant, Palne Webber Incorporated, Public Flnance Department, 555 Ca11fornla street, San FranCi~lifornla 94104. / 7J; k~. ~~ Secretary of the Redevelopment Agency of the Clty of Santa Monlca Dated September 11, 1984 B-1 . . . EXHIBIT C PROPOSAL FOR OCEAN PARK REDEVELOPMENT PROJECT BONDS October , 1984 Redevelopment Agency of the city of Santa Monica Gentlemen: In behalf of a group Wh1Ch we have formed, consistlng of the flrms hereinafter named, and pursuant to the Notlce of Sale dated September 11, 1984, we offer to purchase $5,700,000 pr~ncipal amount, all or none, of the bonds of the Redevelop- ment Agency of the City of Santa Monlca deslgnated as "Ocean Park Redevelopment Project Tax Allocatlon Bonds, Series 1984,11 partlcularly described ln sald Notlce, with lnterest as set forth 1.n the followlng schedule, entl.tled "Schedule of Interest Rates, It and to pay therefor the prinClpal amount thereof [plus a premlUffi of $ ] [less a dlscount of $ ], making a total sum of $ plus interest accrued on such bonds to the date of delivery thereof. SCHEDULE OF INTEREST RATES Prlncipal Amount Maturity Date Interest Rate $ 95,000 October 1, 1987 % 105,000 October 1, 1988 % 115,000 October I, 1989 % 130,000 October 1, 1990 % 145,000 October 1, 1991 % 155,000 October 1, 1992 % 175,000 October I, 1993 % 190,000 October 1, 1994 % 210,000 October 1, 1995 % 235,000 October 1, 1996 % 255,000 October 1, 1997 % 285,000 October 1, 1998 % 310,000 October 1, 1999 % 3,295,000 October 1, 2006 % Thl.S bid is made subJect to all of the terms and conditlons of the Notice of Sale dated September 11, 1984 and heretofore published, all of which terms and condltions are made a part hereof as fUlly as though set forth in this bld. C-l . . . STATEMENT OF TOTAL NET INTEREST COST AND AVERAGE NET INTEREST RATE (For Information Purposes Only) The total net interest payable on the bonds during the life of the lssue under this bid 15 $ and the average net interest rate 25 %. For the purpose of determlning such amount of net 1nterest, the term bonds are deemed to mature 1n accordance wlth the mandatory redemption schedule set forth in the Not2ce of Sale. C-3 .. . . This bid is subject to acceptance w1th1n twenty-six (26) hours after the expirat10n of the time for the recelpt of bids, as speclfied in said Notice of Sale. There 1S enclosed herewith a certlfied or cashler's check for $250,000 payable to the order of the Redevelopment Agency of the city of Santa Mon1ca. There is submitted herewlth a statement (which shall not constitute a part of this bid) of the total net interest cost 1n dollars and the average net interest rate determined thereby under this bld. We hereby request that cop~es of the Official statement be furnlshed to us in accordance with the Notice of Sale. Very truly yours, By: LIST OF SYNDICATE MEMBERS (SubJect to Change Prior to Delivery of Bonds) C-2