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HomeMy WebLinkAbout38-Public Works ----------------- . . . . . . 1 2 3 RESOLUTION NO. 4 5 6 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO PROVIDING FOR THE SALE OF NOT TO EXCEED $2,875,000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION (CITY OF SAN BERNARDINO 1986 PROJECTS) WHEREAS, the Mayor and Common Council of the City of San 7 Bernardino (the "City") have adopted its Resolution entitled: 8 "Resolution of the Mayor and Common Council of the City of San 9 Bernardino Authorizing Execution and Delivery by the City of Lease 10 Agreement, Trust Agreement and Agency Agreement wi th Respect to 11 the Issuance and Sale of Certificates of Participation (City of , , 12 San Bernardino 1986 Projects), Appointing Trustee and Authorizing 13 Issuance of Such Certificates in an Amount Not to Exceed 14 $2,875,000"; and 15 WHEREAS, the City deems it necessary to provide for the 16 sale at this time of $2,875,000 principal amount of Certificates 17 of Participation (City of San Bernardino 1986 Projects) Evidencing 18 a Proportionate Interest of the Holder Thereof in Lease Payments 19 to be made by the City Pursuant to the Lease Agreement approved by 20 the Resolution mentioned above. 21 NOW, THEREFORE, BE IT RESOLVED, AND ORDERED by the Mayor 22 and the Common Council of the City of San Bernardino as follows: 23 SECTION 1. Sale Authorized. The. sale of Two Million 24 Eight Hundred and Seventy-Five Thousand Dollars ($2,875,000) 25 principal amount Certificates of Participation (City of San 26 Bernardino 1986 Projects) Evidencing a Proportionate Interest of 27 the Holder Thereof in Lease Payments to be made by the City of San 28 Bernardino Pursuant to a Lease Agreement with the Redevelopment ~~. . I . . . 1 Agency of the City of San Bernardino (herein sometimes referred t.o 2 as the "Certificates"), in accordance with law, is hereby autho- 3 rized. 4 SECTION 2. Official Notice of Sale. The invitation for 5 bids for the purchase of the Certificates is hereby authorized, 6 such invitation to be substantially in accordance with (i) the 7 Official Notice of Sale attached to and incorporated herein as 8 Exhibit "A" (the "Official Notice of Sale) and (ii) the Bid Form 9 attached to and incorporated herein as Exhibit "B" (the "Bid 10 Form"), with both of said forms being subject to such changes and 11 modifications as may be deemed appropriate or necessary by City 12 Staff and the City Attorney. 13 SECTION 3. Publication of Official Notice of Sale. The 14 City Clerk shall cause the Official Notice of Sale to be published 15 once in The Sun, a newspaper published and of general circulation 16 in the City of San Bernardino, California, at least ten (10) days 17 prior to the day fixed for the receipt of bids. 18 SECTION 4. Terms and Conditions of Sale. The terms and 19 conditions of the offering and the sale of the Certificates shall 20 be as specified in said Official Notice of Sale, including such 21 modifications thereto as permitted pursuant to Section 2 hereof. 22 SECTION 5. Official Statement Authorized. The City 23 hereby approves the form of official statement (the "Official 24 Statement") prepared by Miller & Schroeder Financial, Inc. (the 25 "Financial Consultant"), as presented to this meeting, and 26 authorizes its distribution in connection with the sale of the 27 Certificates, with such changes, omissions, insertions and 28 revisions as the Mayor may deem advisable and as shall be approved -2- . . . . 1 by Special Counsel. 2 SECTION 6. Furnishing of Official Notice of Sale and 3 Official Statement. The City Clerk and the Financial Consultant 4 are hereby authorized and directed to cause to be furnished to 5 prospective bidders a reasonable number of copies of the Official 6 Notice of Sale (including the Bid Form) and a reasonable number of 7 copies of the Official Statement. 8 SECTION 7. publication of Intention to Sell. The 9 publication of a Notice of Intention to Sell in the Bond Buyer, 10 One State Street Plaza, New York, New York, substantially in the 11 form attached hereto as Exhibit "CO with such changes and 12 modifications as may be deemed appropriate and necessary by City 13 Staff and the City Attorney is hereby authorized and approved, 14 which publication shall be at least 15 days prior to the date 15 fixed for the receipt of bids. 16 SECTION 8. Financial Consultant to Bid. Pursuant to 17 Government Code Sections 53690 to 53692, inclusive, the Financial 18 Consultant has given the City written notice that it intends to 19 bid on the Certificates, and the City hereby consents to the 20 Financial Consultant acting as underwriter at such sale. 21 SECTION 9. General Authorization. The Financial 22 Consultant and/or Special Counsel are hereby authorized and 23 directed to open the bids at the time and place specified in said 24 Official Notice of Sale and to present the same to the City. The 25 Financial Consultant and/or Special Counsel are hereby authorized 26 and directed to receive and record the receipt of all bids made 27 pursuant to said Official Notice of Sale, to cause said bids to be 28 examined for compliance with said Off icial Notice of Sale, to -3- , . II " . . . 1 cause computations to be made as to which bidder has bid the 2 lowest net interest cost to the City and to present such bids to 3 the City, as provided in said Official Notice of Sale, along with 4 a report as to the foregoing and any other matters deemed per- 5 tinent to the award of the sale of the Certificates and the 6 proceedings for the issuance thereof. 7 SECTION 10. Effective Date. This Resolution shall take 8 effect upon adoption. 9 I HEREBY CERTIFY that the foregoing resolution was duly 10 adopted by the Mayor and Common Council of the City of San 11 Bernardino at a meeting thereof, held on the 12 13 141 15 I 16 17 18 19 20 21 of 22 I 23 24 25 26 day of , 1986, by the following vote, to wit: AYES: Council Members NAYS: ABSENT: City Clerk The foregoing resolution is hereby approved this day , 1986. Mayor of the City of San Bernardino Approved as to form: 27 28 City Attorney -4- . . . . . EXHIBIT "A" OFFICIAL NOTICE OF SALE $2,875,000 CERTIFICATES OF PARTICIPATION (CITY OF SAN BERNARDINO 1986 PROJECTS) EVIDENCING A PROPORTIONATE INTEREST OF THE HOLDER THEREOF IN BASE RENTAL PAYMENTS TO BE MADE BY THE CITY OF SAN BERNARDINO AS RENTAL FOR CERTAIN PROPERTY PURSUANT TO A LEASE AGREEMENT WITH THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO NOTICE IS HEREBY GIVEN that sealed proposals will be received and opened by a representative of the City of San Bernardino, California (the "City"), at the office of the Trustee, Security Pacific National Bank, Corporate Trust Department, 333 South Beaudry Avenue, 24th Floor (W24-30), Conference Room C, Los Angeles, California 90017, on July 28, 1986 at 11:00 o'clock A.M. (Pacific Daylight Time) for the purchase of $2,875,000 Certificates of participation (City of San Bernardino 1986 Projects) Evidencing a Proportionate Interest of the Holder Thereof in Base Rental Payments to be Made by the Ci ty of San Bernardino as Rental for Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of San Bernardino, (the "Certificates"), authorized to be executed and delivered under the provisions of the Constitution and Laws of the State of California and pursuant to the provisions of Resolution No. , adopted by the City , 1986. The Certificates are more particularly described in the Resolution (which is incorporated herein by reference), and are generally described as follows: ISSUE: $2,875,000 aggregate principal amount consisting of fully registered Certificates of Participation ~n the denomination of $5,000 or any integral multiple thereof not exceeding the principal amount of Certificates of Participation maturing at anyone time, all dated July 15, 1986. . . . . . INTEREST RATE: Maximum not to exceed the maximum interest rate permitted by law, which is twelve percent (12%) per annum, payable on January 15, 1987 and semi- annually thereafter on July 15 and January 15 of each year. Bidders must specify the rate or rates of interest which the Certificates shall bear; provided that (a) all Certificates maturing by their terms in anyone year must bear the same rate of interest; (b) each interest rate specified must be in a multiple of 1/20 or 1/8 of 1% and a zero rate of interest cannot be specified; (c) except for the rate of interest bid for the initial maturity, any rate of interest bid for any maturity must be equal to or higher than the interest bid for the preceding maturity; (d) no Certificate shall bear more than one rate of interest; (e) each Certificate shall bear interest from its date to its stated maturity date at the interest rate specified in the bid; and (f) any premium must be paid in immediately available moneys 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 in immediately available moneys. Bids which do not conform to the terms of this paragraph will be rejected. MATURITIES: The Certificates will mature as follows: (July 15) Maturity Date 1988 1989 1990 1991 1992 1993 1994 1995 1996 Principal Amount $ 240,000 255,000 275,000 290,000 310,000 335,000 360,000 390,000 420,000 REDEMPTION: Certificates maturing on or before July 15, 1991, are not subject to redemption before their stated maturities. Certif icates matur ing by thei r terms on or after July 15, 1992, are subject to redemption as a whole or in part (but not less than $20,000) such that, as nearly as practical, approximately equal principal and interest payments prevail with respect to the Certificates in each fiscal year following such redemption (and by lot within any one maturity) prior to their respective maturity dates, at the option of the City, on any interest payment date on or after July 15, 1991, from moneys derived by the City from any source, at the following redemption prices (expressed as a percentage of the principal amount of Certificates called -2- . . . . . for redemption) together with accrued interest thereon to the date fixed for redemption: Redemption Dates Redemption Price July 15, 1991 and January 15, 1992 101% July 15, 1992 and January 15, 1993 1001% July 15, 1993 and thereafter 100% NOTICE OF REDEMPTION: Notice of any redemption will be mailed to the respective registered owners of the Certificates designated for redemption as provided in the Trust Agreement. PAYMENT: The principal of and premium, if any, with respect to the Certificates are payable in lawful money of the United States of America at the corporate trust offices Security Pacific National Bank in Los Angeles, California, the Trustee with respect to the Certificates. Interest with respect to the Certificates will be payable in like money by check or draft mailed to the registered owners of the Certificates at the addresses shown on the registra- tion books of the Trustee on the fifteenth day of the month before each interest payment date or at such other addresses as may have been filed by the registered owners of the Certificates with the Trustee for that purpose. REGISTRATION: The Certificates will be issued in fully registered form, and will be exchangeable upon the terms set forth in the Trust Agreement. PURPOSE: The Certificates are being issued by the City to provide funds to aid in financing the acquisition and construction of a fire station to be located in the City and the acquisition and installation of a telephone system and computer aided dispatching system for the City. CITY'S BUDGET: The obligation of the City to make Lease payments under the Lease Agreement constitutes a current expense of the City. The City shall covenant in the Lease Agreement, however, to include and maintain all rental payments due under the terms of the Lease Agreement during any fiscal year in its budget for such year, commencing in the 1987-88 Fiscal Year, and continuing each year there- after, and further covenants to make the necessary appro- pr iat ions therefor. The Lease Agreement provides that the several actions required by such covenants will be construed to be ministerial duties imposed by law and it will be the ministerial duty of the officials of the City to carry out and perform the covenants in the Lease Agreement agreed to be carried out and performed by the City. -3- . . . . TAX EXEMPT STATUS: In the event that prior to the delivery of the Certificates (a) the income received by any private holder from bonds or 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 author i ty or off icial 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 tax effect upon holders of the Certificates as such, the successful bidder may, at his option, prior to the tender of the Certificates by the City, be relieved of his obligation under the contract to purchase the Certificates, and in such case the deposit accompanying his bid will be returned. LEGAL OPINION: The legal opinion of Best, Best & Krieger, Riverside, California, approving the validity of the Certificates, will be furnished to the successful bidder without charge. A copy of the legal opinion, certified by the official in whose office the original is filed, will be printed on each Certificate without charge to the purchaser. BOND INSURANCE: The Financial Consultant, Miller & Schroeder Financial, Inc., has taken steps to qualify the Certificates for insurance through Municipal Bond Insurance Association ("MBIA") and AMBAC Indemnity Corporation ("AMBAC"). Bidders on the Certificates may elect to purchase bond insurance, if qualification is obtained, through MBIA or AMBAC at their own expense. The cost of obtaining such insurance will not be considered by the City in determining the bid with the lowest net cost to the City. TERMS OF SALE HIGHEST BID: The Certificates will be awarded to the highest bidder, considering the interest rate or rates specified and the premium offered, if any, or the discount specified, if any. The highest bid will be determined by deducting the amount of the premium offered (if any) from, or by adding the amount of the discount specified (if any) to, the total amount of interest which the City would be required to pay from the date of the Certificates to their respective maturity dates at the rates specified in the bid and the award will be made on the basis of the lowest net interest cost to the City. The purchaser must pay accrued interest from the date of the Certificates to the date of delivery. All interest will be computed on a 360-day year -4- . . . . basis. The cost of printing the Certificates will be borne by the City. FORM OF BID; MAXIMUM DISCOUNT: Each bid must be for not less than all of the Certificates hereby offered for sale and accrued interest to the date of delivery, plus such premium as is offered or less such discount as is specified in the bid; provided that the amount of discount specified in any bid shall not exceed 3% of the principal amount of the Certificates. Each bid, together with bidder's check, must be enclosed in a sealed envelope addressed to the City of San Bernardino and delivered to its representative at the address above mentioned with the envelope clearly marked: "PROPOSAL FOR PURCHASE OF CERTIFICATES OF PARTICIPATION (CITY OF SAN BERNARDINO 1986 PROJECTS)." RIGHT OF REJECTION: The City 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 City will take action awarding the Certificates or rejecting all bids not later than 26 hours after the expiration of the time herein prescribed for the receipt of proposals, 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 Certifi- cates will be made to the successful bidder at Los Angeles, California, as soon as the Certificates can be prepared, which delivery date is presently estimated to be within thirty days of the date of sale. Payment for the Certificates must be made in moneys immediately available to the City in Los Angeles, California. Any expense of providing immediate Los Angeles funds, whether by transfer of Federal Reserve Bank funds or otherwise, shall be borne by the purchaser. RIGHT OF CANCELLATION: The successful bidder shall have the right, at his option, to cancel the contract of purchase if the City shall fail to execute the Certificates and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be enti tled to the return of the deposit accompanying his bid. BID CHECK: A certified or cashier's check drawn on a bank or trust company transacting business in the State of California, in the amount of $30,000 payable to the order of the City, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the -5- . . . . Certificates in accordance with the terms of his bid. The check accompanying any accepted proposal shall be applied to the purchase pr ice. The check shall be cashed and the amount thereof retained by the City if, after the award of the Certificates, the successful bidder fails to complete his purchase on the terms stated in its proposal. The check accompanying each unaccepted proposal will be returned promptly. No interest will be paid upon the deposit made by any bidder. STATEMENT OF NET INTEREST COST: Each bidder is requested, but not required, to state in his bid the total net interest cost in dollars to the City and the percentage net interest rate determined thereby, which shall be considered as informative only and not binding on either the bidder or the City. NO LITIGATION: There is no litigation pending concerning the validity of the Certificates, the existence of the City or the ti tle of the off icers thereof to thei r respective offices, and the City will furnish to the successful bidder a no-litigation certificate certifying to the foregoing as of and at the time of delivery of the Certificates. CUSIP NUMBERS: It is anticipated that CUSIP identification numbers will be printed on the Certificates, but neither the failure to print such number on any Certificate 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 Certificates in accordance with the terms of the purchase contract. All expenses in relation to the assignment of CUSIP numbers and the printing of CUSIP numbers on the Certificates shall be paid for by the issuer; 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. CALIFORNIA DEBT ADVISORY COMMISSION FEE: At ten- tion of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the purchaser of the Certificates may be charged the California Debt Advisory Commission fee, which is 1/80th of 1 percent of the principal amount of the Certificates. OFFICIAL STATEMENT: The City has caused an official statement to be prepared, copies of which (together with the Lease Agreement and Trust Agreement) may be obtained at the offices of the City's financing consultant, Miller & Schroeder Financial, Inc., 505 Lomas Santa Fe -6- . . . . . Drive, Suite 100, P.O. Box 946, Solana Beach, California 92075-0819, (telephone (619) 481-5894). The City at its expense will provide not to exceed 500 copies of the official statement to the successful bidder. CERTIFICATE: The City will provide to the pur- chaser of the Certificates a certificate, signed by an official of the City, confirming to the purchaser that, at the time of the acceptance of the bid for the Certificates and at the time of delivery thereof, to the best of the knowledge of said official, the official statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and that there has been no material adverse change in the financial condition or affairs of the City between the date of sale and the date of delivery of the Certificates. SHAUNA CLARK, City Clerk of the City of San Bernardino, California DATED: -7- JRR0278A . . . . EXHIBIT "B" PROPOSAL FOR $2,875,000 CERTIFICATES OF PARTICIPATION (CITY OF SAN BERNARDINO 1986 PROJECTS) EVIDENCING A PROPORTIONATE INTEREST OF THE HOLDER THEREOF IN BASE RENTAL PAYMENTS TO BE MADE BY THE CITY OF SAN BERNARDINO AS RENTAL FOR CERTAIN PROPERTY PURSUANT TO A LEASE AGREEMENT WITH THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO July 28, 1986 City of San Bernardino 300 North "0" Street San Bernardino, California 92418 Pursuant to the Official Notice of Sale dated , 1986 (the terms of which are made a part of this bid) we offer to purchase $2,875,000, principal amount, all or none, of the "$2,875,000 Certificates of Participa- tion (City of San Bernardino 1986 Projects) Evidencing a Proportionate Interest of the Holder Thereof in Base Rental Payments to be Made by the City of San Bernardino as Rental for Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of San Bernardino" at the par value thereof plus a premium of $ or minus a discount of $ (making an aggregate sum of $ ) plus interest accrued on such Certificates from their date to the date of delivery thereof. The Certificates are to bear interest at the rates set forth in the following schedule: Maturity (July 15) 1988 1989 1990 1991 1992 1993 1994 1995 1996 Principal Amount $ 240,000 255,000 275,000 290,000 310,000 335,000 360,000 390,000 420,000 Rate - . . . This proposal is subject to acceptance not later than 26 hours after the expiration of the time for the receipt of proposals as specified in the Official Notice of Sale. There is enclosed herewith a certified or cashier's check for $30,000,000, payable to the order of the City. We hereby request that printed copies of the Official Statement (not to exceed 500 copies) be fur- nished us in accordance with the terms of the Notice of Sale. Our calculation of the net interest cost and net interest rate, which is considered to be informative only and not a part of the bid, is as follows: Total Interest Less Premium or Plus Discount Net Interest Cost Net Interest Rate % Respectfully submitted, Name Account Manager By: Address City State -2- JRR0278B '. . . . EXHIBIT "c" NOTICE OF INTENTION TO SELL $2,875,000 CERTIFICATES OF PARTICIPATION (CITY OF SAN BERNARDINO 1986 PROJECTS) EVIDENCING A PROPORTIONATE INTEREST OF THE HOLDER THEREOF IN LEASE PAYMENTS TO BE MADE BY THE CITY OF SAN BERNARDINO AS RENTAL FOR CERTAIN PROPERTY PURSUANT TO A LEASE AGREEMENT WITH THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO NOTICE IS HEREBY GIVEN that the City of San Bernardino, California (the "City") intends to sell $2,875,000 "Certificates of Participation (City of San Bernardino 1986 Projects) Evidencing a Proportionate Interest of the Holder Thereof in Lease Payments to be Made by the City of San Bernardino as Rental for Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of San Bernardino" (the "Certificates of Participation") for the purpose of financing the acquisition and construction of a fire station to be located in the City and the acquisition and installation of a telephone system and computer aided dispatching system for the City, and that sealed proposals for the purchase of Two Million Eight Hundred and Seventy-Five Thousand Dollars ($2,875,000) principal amount of Certificates of Participation will be received by the City up to the time and at the place specified: TIME: 11:00 A.M. Pacific Daylight Time PLACE: Security Pacific National Bank Corporate Trust Department 333 South Beaudry Avenue (W24-30) Conference Room C Los Angeles, California 90017 ISSUE: $2,875,000 DENOMINATION: $5,000 or any integral multiple thereof DATED: July 15, 1986 FINAL MATURITY: July 15, 1996 INTEREST RATE AND DISCOUNT: The bonds shall bear interest from their date at the rate to be fixed upon the . . . . . . sale thereof but not to exceed twelve percent (12%) per annum. The minimum bid will be ninety-seven percent (97%) of the principal amount of the Certificates. BID RECEIPT AND AWARD: The bids will be received and opened at the above time and place and presented to the City at its meeting later that day. The City will take action awarding the Certificates, or rejecting all bids not later than twenty-six (26) hours after the time prescribed for the receipt of bids. NOTICE OF SALE AND OFFICIAL STATEMENT: The City has caused to be prepared a detailed Notice of Sale and Official Statement, copies of which will be furnished upon request from any of the following: Miller & Schroeder Financial, Inc. 505 Lomas Santa Fe Drive, Suite 100 P.O. Box 946 Solana Beach, California 92507-0819 (619) 481-5894 Best, Best & Krieger 4200 Orange Street P. O. Box 1028 Riverside, California 92502 (714) 686-1450 Given by order of the City of San Bernardino, this day of , 1986. Shauna Clark, City Clerk of the City of San Bernardino, California -2- JRR0278C (6/27/86)