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
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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:
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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
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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