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Home My WebLink About07-08 RDA Resolution I I I RESOLUTION NO. RDA 07-08 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE AND SALE 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 revenue bonds (as further described below, the "Bonds"), under the provisions of the law to finance such activities, with the payment of the principal of and interest on the Bonds to be secured by a pledge of the tax increment revenues received by the Agency from the Redevelopment Project (the "Tax Increment Revenues"): (a) on a parity with the pledge thereof to the payment of the Agency's Temecula Redevelopment Project NO.1 2006 Tax Allocation Bonds, Series B (Subordinate Lien); and (b) subordinate to the pledge thereof with respect to the Senior Obligations (as defined in the Indenture referred to in Section 5 below). 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 2007 Tax Allocation Bonds (Subordinate Lien) (the "Bonds") in the initial principal amount of not to exceed $17,500,000. The Bonds shall be issued pursuant to the law and the Indenture of Trust, dated as of December 1, 2006 (the "Original Indenture"), by and between the Agency and U.S. Bank National Association, as trustee (the "Trustee"), as amended and supplemented by a First Supplemental Indenture of Trust, dated as of October 1, 2007 (the "First Supplement"), R:/RDA Resos 2007/RDA 07-08 I I I between the Agency and the Trustee. The Agency hereby approves the First Supplement in the form on file with the Secretary. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the First Supplement, in such form, 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 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, except as expressly modified by the First Supplement. Section 6. The Agency hereby approves the bond purchase contract (the "Bond Purchase Agreement"), 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 Executive Director is hereby authorized and directed to execute the Bond Purchase Agreement, in such form, 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 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 2.00% of the principal amount of the Bonds, the net interest cost of the Bonds does not exceed 6.50%, and the initial principal amount of the Bonds is not in excess of $17,500,000. Section 7. 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 Disclosure 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 8. 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 R/RDA Resos 2007/RDA 07-08 2 I behalf of the Agency by the Executive Director, which instructions such officer is hereby authorized and directed 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 9. The Continuing Disclosure Certificate, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed 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. I Section 10. The Chairperson, the Vice Chairperson, 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. 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 person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 11. 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 25th day of September, 2007. ATTEST: I [SEAL] R/RDA Resos 2007/RDA 07-08 3 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 07-08 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 25th day of September, 2007, by the following vote: AYES: 5 BOARD MEMBERS: NOES: 0 BOARD MEMBERS: BOARD MEMBERS: ABSENT: 0 ABSTAIN: 0 BOARD MEMBERS: R/RDA Resos 2007lRDA 07-08 Comerchero, Naggar, Roberts, Washington, Edwards None None None 4