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HomeMy WebLinkAbout11-06 RDA Resolution RESOLUTION NO. RDA 11-06 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE AND SALE OF 2011 TAX ALLOCATION HOUSING BONDS, AND APPROVING RELATED DOCUMENTS AND ACTIONS THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES 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 housing activities within or of benefit to redevelopment project areas of redevelopment agencies. Section 2. The Redevelopment Agency of the City of Temecula (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 housing activities within or of benefit to the Agency's Temecula Redevelopment Project No. 1(the "Redevelopment Project"), 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 required to be deposited to the Low and Moderate Income Housing Fund of the Agency (the "Housing Set-Aside Revenues"). Section 3. The pledge of the Housing Set-Aside Revenues securing the Bonds will be on a parity with the pledge thereof to the payment of the Agency's Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A(Tax- Exempt) and the Agency's Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B(Taxable Build America Bonds). 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 Tax Allocation Housing Bonds, 2011 Series A(the "Bonds") in the initial principal amount of not to exceed $20,000,000. The Bonds shall be issued pursuant to the Law and the Indenture of Trust, dated as of March 1, 2010 (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 March 1, 2011 (the "First Supplement"), 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 R:/RDA Resos 2011/RDA 11-06 1 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. Stone & Youngberg LLC, is hereby designated as underwriter (the "Underwriter") to the Agency in connection with the issuance and sale of the Bonds. The Agency hereby approves the bond purchase agreement (the "Bond Purchase Agreement"), by and among 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 1.75% of the principal amount of the Bonds, the net interest cost of the Bonds does not exceed 9.00%, and the initial principal amount of the Bonds is not in excess of $20,000,000. Pursuant to the Law, this Board of Directors hereby finds and determines that the issuance of the Bonds and the purchase and sale thereof by the Authority will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the Agency and the Authority within the contemplation of Section 6586 of the Law. 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. R:/RDA Resos 2011/RDA 11-06 2 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 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. Section 10. Fieldman, Rolapp & Associates is hereby designated as financial advisor to the Agency, Quint & Thimmig LLP is hereby designated as bond counsel to the Agency, and McFarlin & Anderson LLP is hereby designated as disclosure counsel to the Agency, each in connection with the issuance and sale of the Bonds. The Executive Director is hereby authorized and directed to execute agreements with such firms for their services with respect to the Bonds, in forms acceptable to the Executive Director and Agency Counsel; provided that any and all compensation payable to such firms shall be contingent upon the sale and issuance of the Bonds. Section 11. 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 12. This Resolution shall take effect upon its adoption. R:/RDA Resos 2011/RDA 11-06 3 PASSED, APPROVED, AND ADOPTED by the Members of the Redevelopment Agency of the City of Temecula this 22" day of February, 2011. � Michael S. Naggar, Chairperson ATTEST: Susan W. Jones, MMC ity Cler Board cretary [SEAL] R:/RDA Resos 2011/RDA 11-06 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss , CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the foregoing Resolution No. RDA 11-06 was duly and regularly adopted by the Members of the Redevelopment Agency of the City of Temecula at a meeting thereof held on the 22" day of February, 2011, by the following vote: AYES: 5 AGENCY MEMBERS: Comerchero, Edwards, Roberts, Washington, Naggar NOES: 0 AGENCY MEMBERS: None ABSENT: 0 AGENCY MEMBERS: None ABSTAIN: 0 AGENCY MEMBERS: None Susan . Jones, MMC ity Clerk/ oard Secretary R:/RDA Resos 2011/RDA 11-06 5