Loading...
HomeMy WebLinkAbout06-10 RDA Resolution I I I RESOLUTION NO. RDA 06.10 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE AND SALE OF TWO SERIES OF TAX ALLOCATION BONDS IN CONNECTION WITH TEMECULA REDEVELOPMENT PROJECT NO.1, AND APPROVING RELATED DOCUMENTS AND ACTIONS THE BOARD OF DIRECTORS OF THE TEMECUlA REDEVELOPMENT AGENCY OF THE CITY OF TEMECUlA DOES HEREBY RESOLVE AS FOllOWS: Section 1. Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended (the "law"), authorizes redevelopment agencies to incur indebtedness for the purpose of financing redevelopment activities within or of benefit to redevelopment project areas of redevelopment agencies. Section 2. The Redevelopment Agency of the City of Temecula (the "Agency") now desires to finance redevelopment activities within or of benefit to the Agency's Temecula Redevelopment Project NO.1 (the "Redevelopment Project"). Section 3. The Agency has determined at this time to issue two series of revenue bonds (collectively, the "Bonds"), under the provisions of the law to finance such activities, with the payment of the principal of and interest on (a) the Series A Bonds (as defined below) to be secured by a pledge of the tax increment revenues received by the Agency from the Redevelopment Project (the "Tax Increment Revenues") on a parity with the pledge thereof to the payment of the Agency's Temecula Redevelopment Project No.1 2002 Tax Allocation Bonds; and (b) the Series B Bonds (as defined below) to be secured by a pledge of the Tax Increment Revenues subordinate to the pledge thereof with respect to the Series A Bonds and certain other outstanding bonds and obligations of the Agency. Section 4. All conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the law, and the Agency now desires to authorize the issuance of the Bonds, as provided herein. Section 5. The Agency hereby authorizes the issuance of its Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A (the "Series A Bonds") in the initial principal amount of not to exceed $25,000,000. The Series A Bonds shall be issued pursuant to the law and an Indenture of Trust, dated as of April 1, 2002 (the "Original Indenture"), by and between the Agency and U.S. Bank National Association, successor to U.S. Bank, N.A., as trustee (the "Trustee"), as amended and R:/RDA Resas 2006/RDA 06-10 I I I supplemented by a First Supplemental Indenture of Trust, dated as of December 1, 2006 (the "First Supplement"), between the Agency and the Trustee. The Agency hereby approves the First Supplement in the form on file with the Secretary, together with such additions thereto and changes therein as the Executive Director, upon consultation with Bond Counsel and the Agency's General Counsel, shall deem necessary, desirable or appropriate, and the execution thereof by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest the final form of the First Supplement for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the First Supplement as so executed, and hereby ratifies and confirms the provisions of the Original Indenture. Section 6. The Agency hereby authorizes the issuance of its Temecula Redevelopment Project NO.1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "Series B Bonds") in the aggregate principal amount of not to exceed $10,000,000. The Series B Bonds shall be issued pursuant to the Law and pursuant to an Indenture of Trust, dated as of December 1, 2006 (the" Series B Indenture"), by and between the Agency and the Trustee. The Agency hereby approves the Series B Indenture in the form on file with the Secretary, together with such additions thereto and changes therein as the Executive Director, upon consultation with Bond Counsel and the Agency's General Counsel, shall deem necessary, desirable or appropriate, and the execution thereof by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Executive Director is hereby authorized and directed to execute the final form of the Series B Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Series B Indenture as so executed. Section 7. The Agency hereby approves the bond purchase contract, by and among Stone & Youngberg LLC, as underwriter (the "Underwriter"), the Temecula Public Financing Authority (the "Authority"), and the Agency, in the form on file with the Secretary (the "Bond Purchase Agreement"), together with such additions thereto and changes therein as the Executive Director, upon consultation with Bond Counsel and the Agency's General Counsel, shall deem necessary, desirable or appropriate, and the execution thereof by the Executive Director or his designee shall be conclusive evidence of the approval of any such additions and changes. The Executive Director, or any designee of the Executive Director, is hereby authorized and directed to execute the final form of the Bond Purchase Agreement for and in the name and on behalf of the Agency. The Agency hereby approves the negotiated sale of the Bonds to the Authority, and the sale of the Bonds by the Authority to the Underwriter, pursuant to the Bond Purchase Agreement, so long as the Underwriter's discount, excluding original issue discount, does not exceed 1.50% of the principal amount of the Bonds, the net interest cost of the Series A Bonds does not exceed 5.50% and the net interest costs of the Series B Bonds does not exceed 6.00%, and the initial principal amount of the Series A Bonds is not in excess of $25,000,000 and the initial principal amount of the Series B Bonds is not in excess of $10,000,000. R:/RDA Resos 2006/RDA 06-10 2 I I I Section 8. The Agency hereby authorizes the Executive Director to approve and deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, except for permitted omissions, a form of Official Statement describing the Bonds in the preliminary form on file with the Secretary. Distribution of such preliminary Official Statement by the Underwriter to prospective purchasers of the Bonds is hereby approved. The Executive Director is hereby authorized to execute the final form of the Official Statement, including as it may be modified by such additions thereto and changes therein as the Executive Director, upon consultation with Bond Counsel and the Agency's General Counsel, shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 9. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to or upon the instruction of the Underwriter in accordance with written instructions executed on behalf of the Agency by the Executive Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Bond Purchase Agreement upon payment of the purchase price therefor. Section 10. The Continuing Disclosure Certificate, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver the Continuing Disclosure Certificate in said form, with such additions thereto or changes therein as the Executive Director, upon consultation with Disclosure Counsel, shall deem necessary, desirable or appropriate, the approval of such changes to be conclusively evidenced by the execution and delivery by the Executive Director of the Continuing Disclosure Certificate. Section 11. The Chairman, the Vice Chairman, the Executive Director, the Treasurer and the Secretary of the Agency, and any and all other officers of the Agency, are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds as described herein. The Board of Directors specifically authorizes Agency Staff to obtain a policy of bond insurance and a reserve account surety bond for the Series A Bonds and to execute any documents required in connection therewith, as contemplated by the First Supplement. Whenever in this resolution any officer of the Agency is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any R:/RDA Resos 2006lRDA 06-10 3 I I I person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 12. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Redevelopment Agency of the City of Temecula this 14th day of November, 2006. ATTEST: [SEAL] R:/RDA Resos 2006lRDA 06-10 ~ ~1flc- Michael S. Naggar, Chairperson 4 I I I STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula Redevelopment Agency of the City of Temecula, do hereby certify that the foregoing Resolution No. RDA 06-10 was duly and regularly adopted by the Board of Directors of the Temecula Redevelopment Agency of the City of Temecula at a meeting thereof held on the 14th day of November, 2006, by the following vote: AYES: 5 BOARD MEMBERS: NOES: 0 BOARD MEMBERS: ABSENT: 0 BOARD MEMBERS: ABSTAIN: 0 BOARD MEMBERS: R:/RDA Resos 2006lRDA 06-10 5 Comerchero, Edwards, Roberts, Washington, Naggar None None None . Jones, MMC oard Secretary