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CRA - 69RE?d)LUTION NO. CRA-69 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CYPRESS, CALIFORNIA, AUTHORIZING THE EXECUTION, SALE AND DELIVERY NOT TO EXCEED $6,000,000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION, (CIVIC CENTER REFINANCING AND IMPROVEMENT PROJECTS), FOR THE PURPOSE OF PROVI- DING FUNDS TO PAY THE COSTS OF CERTAIN PROJECTS FOR THE AGENCY AND THE CITY OF CYPRESS, CALI- FORNIA; AUTHORIZING AND APPROVING CERTAIN DO- CUMENTS IN CONNECTION WITH THE EXECUTION, SALE AND DELIVERY OF SAID CERTIFICATES OF PARTICIPA- TION; MAKING CERTAIN DETERMINATIONS AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the Redevelopment Agency of the City of Cypress (the "Agency") is a redevelopment agency and public body, corporate and politic, duly created, estab- lished and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law contained in Part 1 of Division 24, commencing with Section 33000 of the Health and Safety Code of the State of California, as amended (the "Law"); and WHEREAS, pursuant to and in accordance with the Law, the Agency has the power to authorize, execute and deliver certificates of participation for any of its corporate purposes; to provide for the repayment and security thereof with lease payment revenues; and to pledge money and comply with the terms of such debt, and to reimburse the City of Cypress (the "City") in consideration of the construction and maintenance of facilities upon certain determinations; and WHEREAS, the Agency finds and determines that it is necessary, desirable and in the best interests of the Agency to assist in the refinancing, acquisition and construction of certain public projects for the benefit and use of the Agency and the City and thereby improve and enhance the ability of the Agency and the City to provide essential and public services and facilities for the citizens of the City; and WHEREAS, Seidler-Fitzgerald Public Finance (the "Financial Advisor"), has prepared and presented to the Agency a Preliminary Official Statement for the herein- described Certificates, and the Agency has reviewed said Preliminary Official State- ment; WHEREAS, City leased certain parcels of real property ~n the City (the "Site") to the Corporation pursuant to that certain Ground Lease dated as of March 1, 1966, (the "1966 Ground Lease") by and between the Corporation and the City; and WHEREAS, pursuant to the provisions of a certain City Hall Lease dated as of March 1, 1966, (the "1966 Lease") by and between the Corporation and the City, the Corporation caused to be acquired, constructed and developed a city hall, council chamber and related facilities upon the Land (the "Civic Center Buildings") (the Site and the Civic Center Buildings together referred herein as the "1966 Project"); and WHEREAS, in order to finance the cost of the Civic Center Buildings the City leased the 1966 Project from the Corporation pursuant to the 1966 Lease; and WHEREAS, in order to obtain funds to finance the Civic Center Buildings, the Corporation issued its Leasehold Revenue Bonds dated as of March 1, 1966 in the original principal amount of $1,150,000 (the "1966 Bonds") pursuant to that certain Indenture of Mortgage and Deed of Trust, dated as of March 1, 1966 (the "1966 Indenture") by and between the Corporation and Bank of America National Trust and Savings Association, Los Angeles, as trustee (the "1966 Trustee") payable from Rental Revenue (as such term is defined in the 1966 Indenture); and WHEREAS, in order to provide for the release of the 1966 Ground Lease by the Corporation upon payment of the 1966 Bonds as provided for in the 1966 Indenture and to provide a more orderly plan of financing certain projects, it has become desirable and in the best interest of the City and the Corporation that the 1966 Bonds be refunded in advance of their maturities; and WHEREAS, in order to discharge the pledge and lien of the 1966 Indenture by the proper and timely deposit and application of the moneys and obligations required for the payment of the 1966 Bonds and to furnish irrevocable instructions therefor, it is necessary for the City and the 1966 Trustee to enter into an Escrow Deposit Agreement and to enter into certain covenants for the benefit of the owners from time to time of the 1966 Bonds; and WHEREAS, the City and the Agency wish to refund the 1966 Bonds, and to provide funds for additional projects in the City by the issuance of Certificates of Participation (Civic Center Refinancing and Improvement Projects) in a principal amount not to exceed $6,000,000 (the "Certificates") pursuant to a Trust Indenture expected to be dated as of July 1, 1991 (the "Indenture"), by and between the Agency and Security Pacific National Bank (the "Trustee") under which the Certificates shall be executed, sold and delivered and the Agency shall pledge and assign the lease payments, revenues, proceeds and receipts received pursuant to the Lease to the Trustee for the benefit of and security of the owners of the Certificates upon the terms and conditions as set forth in said form of Indenture; and WHEREAS, the Agency finds and determines that it is necessary and desirable that the Agency (a) acquire from the City a leasehold interest in the real property described on Exhibit "A" attached to the Indenture (the "Land") and certain buildings and personal property related thereto, described on Exhibit "B" attached to the Indenture (the "Civic Center Buildings") (the Land and the Civic Center Buildings to be referred to herein as the "Facilities"); (b) plan, ~evelop, construct, acquire, improve, furnish and equip certain projects, including the refunding of 1966 Bonds (the "1966 Bonds"), of the Cypress Civic Center Corporation (the "Corporation") as described on Exhibit "C" attached to the Indenture (the "Projects"); (c) lease the Facilities back to the City; (d) establish a trust and assign to the trustee of said trust all of the Agency's right, title and interest in and to the hereinafter described Base Lease and Lease; and (e) direct the trustee to execute and deliver to the initial purchasers thereof the Certificates for the purpose of providing funds to pay the costs of planning, developing, acquiring, constructing, improving, furnishing, equipping and/or refinancing the Proiects, and; WHEREAS, the Agency further finds and determines that it is necessary and desirable in connection with the execution, sale and delivery of t~.e Certificates that the Agency enter into certain documents, and that the Agency take certain other actions and approve the execution of certain other documents as herein provided; and WHEREAS, the Agency proposes to enter into a Reimbursement Agreement expected to be dated as of July 1, 1991, (the "Reimbursement Agreement") with the City, providing for the pledge by the Agency to the City of certain Tax Increment (as that term is defined in the Reimbursement Agremeent) as consideration for the Base Lease transactions to offset certain Lease Payments paid by the City under that certain Lease Agreement expected to be dated as of July 1, 1991, by and between the City and the Agency (the "Lease Agreement"). WHEREAS, the Agency shall order publication of notice relating to the sale of the Certificates to be provided for in accordance with the laws of the State of California; and WHEREAS, on or about July 15 , 1991, the Agency will receive bids for the Certificates in accordance with the Notice Inviting Bids; and WHEREAS, the Agency desires to accept the best bid received for the Certifi- cates and to reject all other bids; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF CYPRESS, AS FOLLOWS: Section 1. Determinations. The Agency hereby determines that the Projects (as such terms are defined in the Lease Agreement) are of benefit to the Civic Center Redevelopment Area of the Agency. The Agency further hereby determines that no other reasonable means of financing said Projects are available to the City or the Agency. Section 2. Sale Authorized. The offering for sale of a principal amount not to exceed Six Million Dollars ($6,000,000) or such lesser amount as may be specified in the Notice Inviting Bids by the Agency, of the Certificates in accordance with the Law, is hereby authorized. The Chairman, Executive Director and Secretary, or their designees, are hereby authorized to undertake all appropriate steps to implement the sale of the Certificates by public bid, including the awarding of the sale of the Certificates by (i) the award by the Executive Director or (ii) the tentative award by the Executive Director and the confirmation by subsequent resolution of the Agency. Section 3. Publication of Notice of Intention to Sell Securities. The Notice of Intention to Sell Securities attached hereto and incorporated herein as Exhibit "A" is hereby approved. The Chairman, Executive Director and Secretary, or their designees, are hereby authorized to cause said Notice of Intention to Sell Securities (a) to be published in a newspaper published and of general circulation in the City of Cypress, California, by a least one (1) insertion at least ten (10) days prior to the day fixed for the receipt of bids; and (b) to be published in a financial publication generally circulated throughout the State of California, namely the Bond Buyer, by at least one (1) insertion at least fifteen (15) days prior to the day fixed for the receipt of bids. Section 4. Approval for Distribution. The Preliminary Official Statement attached hereto and incorporated herein is hereby approved for distribution in the offer- ing and sale of the Certificates. Section 5. Supl~lemental Information. The Chairman, Executive Director and Secretary are hereby authorized to approve corrections and additions to the Prelimi- nary Official Statement, acting with the advice of Seidler-Fitzgerald Public Finance, as Financial Advisor, and Burke, Williams, Sorensen & Gaar, as Special Counsel, by supple- ment or amendment thereto, or otherwise as may be appropriate, provided either that any such corrections or additions shall be necessary to cause the information contained in the Preliminary Official Statement to conform with facts or laws material to the Certi- ficates or to requirements of proceedings of the Agency or the City, or that such correc- tions or additions are of form rather than of substance. Section 6. Distribution of the Notice Inviting Bids and Preliminary Official Statement. The Financial Advisor is authorized and directed to cause a reason- able number of copies of the Notice Inviting Bids (including the bid form) and Preliminary Official Statement to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Certificates described and offered for sale therein. Section 7. Acceptance of Leasehold Interest in the Facilities. The Agency is hereby authorized to accept conveyance of a leasehold or other interest in the Facilities, and, as consideration therefor, it will establish a trust and assign to Security Pacific National Bank, the trustee of said trust (the "Trustee") all of the Agen~y's right, title and interest in and to the hereinafter described Base Lease and Lease, and direct the Trustee to execute and deliver the Certificates to the original purchasers thereof. Section 8. Authorization of the Certificates. The Agency hereby author- izes the Trustee to cooperate with the City and take all necessary action to execute, sell and deliver the Certificates in the principal amount not to exceed $6,000,000 for the purpose of providing funds to pay the costs of planning, developing, acquiring, construct- ing, improving, furnishing, equipping and/or refinancing the Projects. The Certificates shall be executed, delivered and secured pursuant to the herein authorized Indenture. The Certificates shall bear interest at the respective rates, shall be in such denominations, shall be in such form, shall be subject to redemption prior to maturity, shall have such other terms and provisions, and shall be executed and delivered in such manner subject to such provisions, covenants and agreements, as are set forth in the Indenture. Section 9. Limited Obligations. The Certificates and the interest thereon shall be limited obligations payable solely out of the lease payments, revenues, proceeds and receipts received by the Agency pursuant to the herein authorized Lease, and such lease payments, revenues, proceeds and receipts shall be pledged and assigned to the Trustee as security for the payment of the Certificates as provided in the Indenture. The Certificates and the interest thereon shall not constitute a debt or liability of the City, the Agency or of the State of California or of any political subdivision thereof, and the Certificates shall not constitute an indebtedness of the City, the Agency, the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. Section 10. Authorization of Documents. The Agency is hereby authorized to enter into the following documents, in substantially the forms presented to and reviewed by the Board of Directors of the Agency at this meeting (copies of which docu- ments shall be filed in the records of the Agency), with such changes therein as shall be approved by the officers of the Agency executing such documents, such officers' signa- tures thereon being conclusive evidence of their approval thereof: (a) Trust Indenture expected to be dated as of July 1, 1991 (the "Indenture"), by and between the Agency and the Trustee, pursuant to which the Certificates shall be executed and the Agency shall pledge and assign the lease payments, revenues, proceeds and receipts received pursuant to the Lease to the Trustee for the benefit of and security of the owners of the Certificates upon the terms and conditions as set forth in said form of Indenture; (b) Base Lease expected to be dated as of July 1, 1991 (the "Base Lease"), by and between the City, as lessor, and the Agency, as lessee, pursuant to which the City will convey to the Agency a leasehold interest in the Facilities upon the terms and conditions as set forth in the Base Lease; (c) Lease Agreement expected to be dated as of July 1, 1991 (the "Lease"), by and between the Agency, as lessor, and the City, as lessee, under which the Agency shall plan, develop, acquire, construct, improve, furnish, equip and/or refinance the Projects and shall lease the Facilities to the City upon the terms and conditions as set forth in said Lease; (d) Reimbursement Agreement expected to be dated as of July 1, 1991 (the "Reimbursement Agreement"), by and between the City and the Agency under which, in consideration of the transactions described in the Base Lease, the Agency pledges certain tax increment revenue to the City; (e) Preliminary Official Statement (the "Preliminary Official Statement"), to be used in connection with the sale of the Certificates; and (f) Official Statement (the "Official Statement"), to be used in connection with the sale of the Certificates. Section 11. Award of Bid. As an alternative to the Executive Director tentatively awarding the best bid and subsequent confirmation by the Board, upon examination of the bids and after consultation and upon the recommendation of the Agency's Special Counsel, Burke, Williams, Sorensen & Gaar, the Executive Director may find and determine which bid in compliance with the terms of the Notice Inviting Bids and this Resolution of the Agency is the best bid. Such bid will be accepted and the Certificates will be awarded to such bidder in accordance with the Bid Form submitted -4- by such bidder. Any irregularities with respect to such bid may be waived after consultation with Burke, Williams, Sorensen & Gaar. The President, Executive Director, Secretary, Financial Advisor and Special Counsel are hereby authorized and directed to take all necessary action to accomplish the authorization, issuance and delivery of the Certificates to said best bidder in accordance with the terms and conditions of the accepted proposal and the Agency's Notice Inviting Bids and this Resolution. Section 12. Rejection of Bids. All other bids received for the Certificates, other than the bid awarded the best bid shall be rejected, and the Secretary of the Agency is hereby authorized and directed to return the checks accompanying such rejected bids to the respective bidders, if such checks have not been previously returned. Section 13. Delivery of Certificates. The President of the Agency is hereby directed to deliver or authorize the delivery of the Certificates to the successful bidder upon receipt of payment of the purchase price set forth in the bid therefor. Section 14. Execution of Certificates and Documents. The Chairman or the Executive Director and the Secretary of the Agency, or their designees, are hereby authorized and directed to deliver the Certificates to the Trustee for execution for and on behalf of and as the act and deed of the Agency in the manner provided in the Indenture. The Agency is hereby authorized to enter into and the Chairman or the Executive Director and the Secretary of the Agency, or their respective designees, are hereby authorized and directed to execute and deliver, for and on behalf of and as the act and deed of the Agency, the Indenture, the Base Lease, the Lease, the Reimbursement Agreement, the Preliminary Official Statement, the Official Statement and such other documents, certificates and instruments as may be necessary or desirable in the opinion of Special Counsel to carry out and comply with the intent of this Resolution and to accomplish the expeditious and lawful issuance, sale and delivery of the Certificates. Section 15. Effective Date. This Resolution shall take effect and be in full force from and after its adoption by the Board of Directors of the Redevelopment Agency. PASSED AND ADOPTED by the Redevelopment Agency of the City of Cypress at a regular meeting held on the 24th day of June 1991. REDEVELOPMENT CYPRESS By: AGENCY OF THE /~//~ ~irma~~ CITY OF ATTEST: -5- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS I, DARRELL ESSEX, Secretary of the Redevelopment Agency, DO HEREBY CERTIFY that the foregoing Resolution No. CRA-69 was approved and adopted by the Redevelopment Agency of the City of Cypress at a regular meeting held on the 24th day of June 1991; by the following vote, to wit: AYES: 4 AGENCY MEMBERS: Kerry, Nicholson, Partin and Bowman NOES: 0 AGENCY MEMBERS: None ABSENT: 0 AGENCY MEMBERS: None ABSTAINED: 1 AGENCY MEMBERS: Age -6- EXHIBIT A NOTICE OF INTENTION TO SELL SECURITIES Notice is hereby given that on , 1991, at A.M., Pacific Time, in the offices of Burke, Williams & Sorensen, 611 West Sixth Street, 25th Floor, Los Angeles, California 90017, the Redevelopment Agency of the City of Cypress (the "Agency"), will receive bids for the sale of its Certificates of Participation (Civic Center Refinancing and Improvement Projects), in the approximate principal amount of Dollars ($ ). The bid will be either awarded by the Executive Director of the Agency or tentatively awarded by the Executive Director of the Agency and will be confirmed by the Board of Directors of the Agency on . Copies of the complete Notice Inviting Bids and other information concerning said Certificates of Participation may be obtained from Seidler-Fitzgerald Public Finance, 515 South Figueroa Street, Sixth Floor, Los Angeles, California 90071-3396 (213/624-4232). Executive Director