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HomeMy WebLinkAbout185 RDA_CCv0001.pdf RED001-11/0559A/eb 11/14/85 RESOLUTION NO. 185 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, CALIFORNIA, APPROVING VARIOUS DOCUMENTS AS TO FORM, AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF WITH REGARD TO THE ISSUANCE OF $3 , 500, 000 PRINCIPAL AMOUNT OF ITS CERTIFICATES OF PARTICIPATION (COAST SAVINGS PLAZA PROJECT) WHEREAS, pursuant to California Health and Safety Code Section 33000, et sem. , being the Community Redevelopment Law (the "Act" ) , the Redevelopment Agency of the City of Redlands , California (the "Agency" ) may provide for the acquisition and redevelopment and disposition of real property located within a redevelopment survey area and within a redevelopment project area in the City of Redlands , California (the "City" ) ; and WHEREAS, the Act permits the Agency to enter into project acquisition agreements and to issue notes and to cause to be issued participation interests therein evidencing a proportionate interest in the Agency' s obligation thereunder and to enter into certain agreements for the purpose of defraying the costs of acquiring or improving any such project upon such terms and conditions as may be considered necessary in accordance with the Act and to dispose of such redeveloped property; and WHEREAS, Downtown Development , a California limited partnership (the "Company" ) , has presented a request to the Agency for the Agency to acquire certain property, redevelop such property and dispose of same to the Company which project- shall be a 24 , 300 square foot commercial office and retail project located within a redevelopment project area of the Agency known as the Redlands Redevelopment Project Area (the "Project") , which Project the Agency shall not operate as a business but shall dispose of said Project to the Company; and WHEREAS, the Agency has previously set and held a public hearing, as held on November 19 , 1985 , whereby the Agency has approved ( i) the acquisition of the Project from the Company and ( ii) the sale of the Project to the Company, and the City has previously set and held a public hearing , as held on November 19 , 1985, as required by the applicable provisions of Section 103 (k) of the Internal Revenue Code of 1954 , as amended ( the "Code" ) after notice thereof was duly published, for the issuance riot to exceed $3 , 500, 000 principal amount of the Redevelopment Agency of the City of Redlands , California , Enconomic Development Certificates of Participation, 1985 Series (Coast Savings Plaza Project) (the "Certificates" ) ; and WHEREAS, the Certificates shall be a limited obligation of the Agency and shall not constitute or give rise to any pecuniary liability of the Agency or create a charge against the general credit of the Agency or the general credit or taxing powers of the City, and said limitation shall be plainly stated in appropriate agreements executed by the Agency in connection with the issuance of the Certificates; and 2 WHEREAS, the Certificates may be sold at any public or private sale in such manner , at such times , and at such price above or below par as may be agreed upon by the Agency, the Company as seller under the First Installment Sale Agreement and the purchaser of the Certificates; and WHEREAS, the proceeds of the Certificates shall be used and applied in connection with the cost of acquiring and redeveloping the Project, including, without limitation, the actual cost of improving real estate for the Project , the actual cost of construction of all or any part of the Project including architects ' and engineers ' fees , all expenses in connection with the authorization, sale, and issuance of the Certificates to finance the Project ; establishment of reserves and the payment of premiums , if any, for insurance on the Project and the revenues pledged to pay the Certificates ; and the payment of the interest on the Certificates for a reasonable time prior to construction, during construction, and for a designated period of time after the completion of the construction of the Project in accordance with the Act and the applicable Federal tax laws and regulations; and WHEREAS, it is now necessary for the Agency to approve the form of the Purchase Contract with the purchaser of the Certificates, the First Installment Sale Agreement , the Second Installment Sale Agreement, the Trust Agreement, the First Assignment Agreement and the Disposition and Development Agreement and authorize the execution thereof by the appropriate Agency 3 officers or officials together with the execution and delivery of the Certificates and to authorize the execution of certain closing documents by the appropriate Agency official or officer i n connection with the issuance, sale and delivery of the Certificates . NOW, THEREFORE, BE IT RESOLVED, by the Redevelopment Agency of the City of Redlands , California , as follows : Section 1 . The City has found and determined that the issuance of the Certificates is in the public interest of the Agency and the City. Pursuant to Internal Revenue Code Section 103 (k) and after the duly held public hearing as set forth in the recitals hereto, the Mayor of the City was appointed as the applicable elected representative who shall be charged with the responsibility to approve the issuance of the Certificates on behalf of the Agency and the City and to execute such documents or instruments with respect thereto upon the recommendation of Bond Counsel . Section 2 . The form of the Purchase Contract with the purchasers of the Certificates, First Interstate Public Finance Company and/or Cranston Securities Company (the "Purchasers" ) , as shall be hereafter presented to the Agency for execution and as shall be approved by Bond Counsel and the Agency Attorney, is hereby approved, and said Purchase Contract shall be executed by the Chairman and Secretary or any other officer or official of the Agency who may act in their place and on their behalf . The Certificates , the First Installment Sale Agreement , the Second 4 Installment Sale Agreement , the Disposition and Development Agreement , the First Assignment Agreement and the Trust Agreement and other agreements relative thereto shall be dated as of December 1, 1985 , and the Certificates shall be payable at the times, in the amounts and at the rate or rates of interest as may be approved by the Chairman upon the recommendation of Bond Counsel and made a part of the Certificates and the First Installment Sale Agreement and the Second Installment Sale Agreement . Section 3 . The Agency finds and determines that the Certificates , together with the First Installment Sale Agreement , the Second Installment Sale Agreement , the First Assignment Agreement, the Disposition and Development Agreement and the Trust Agreement and the financing transaction as structured and described therein is the same financing concept as preliminarily approved by the Agency on November 5, 1985 , pursuant to an appropriate Resolution. Section 4 . The appointment of a duly-qualified trustee for the Agency (the "Trustee" ) , with the duties and powers of such Trustee as set forth in the Trust Agreement and the First Assignment Agreement is hereby authorized and approved and the fees thereof shall be paid by the Company as provided in the Trust Agreement and the Second Installment Sale Agreement . Section 5 . The obligations of the Company under the Second Installment Sale Agreement shall be sufficient to pay the principal 5 of , premium, if any, and interest on the Certificates, all taxes on the Project , maintain the Project in good repair and maintain the proper insurance on the Project during the period of time the Certificates remain outstanding . Section 6 . The First Installment Sale Agreement , the Second Installment Sale Agreement , the First Assignment Agreement , the Trust Agreement , the Certificates , the Disposition and Development Agreement and the Purchase Contract shall contain certain provisions , including , but without limitation, the following items which may be customarily contained in such instruments or documents with respect to the Project : maintenance obligations and insurance of the Project, the rights and remedies available to the holders of the Certificates and the holder of any participation interest in the Certificates and/or to the Trustee if an Event of Default shall have occurred, the creation and maintenance of special funds from the revenues of the Project , provisions for the fixing and collecting of all sums payable pursuant to any of such documents in connection with the Project and provided that such documents do not obligate any funds of the Agency except with respect to the Project and the application of the revenues derived therefrom and do not cause the Agency to incur a pecuniary liability or create a charge upon its general credit or against the general credit or taxing powers of the City. The First Installment Sale Agreement , the Second Installment Sale Agreement , the First Assignment Agreement , the Trust Agreement, the Certificates and the Disposition and Development Agreement, as on file with the Agency Secretary and 6 presented to the Agency for approval at this meeting are hereby approved substantially in the form as so presented, and the Purchase Contract in the form as shall be approved by the Bond Counsel to the Agency and filed with the Agency Secretary is hereby approved and shall be executed by the Chairman or the Executive Director and the Secretary of the Agency, and the Chairman of the Agency or the Executive Director and the Secretary of the Agency or such other officer or official who may act in their place shall execute the final form of such documents with such changes , modifications and amendments as may be approved by Bond Counsel . Execution and delivery of such documents shall be conclusive as to the final approval of same . Section 7 . The proceeds from the sale of the Certificates shall be applied in accordance with the Act and accrued interest and premium, if any, received in connection with the sale of the Certificates shall be applied to the payment of the principal of or the interest on the Certificates . If for any reason any portion of said proceeds shall not be required for the Project , then such unused portion of said proceeds shall be applied to the payment of the principal of or the interest on the Certificates to the extent permitted by the applicable Federal tax laws and regulations promulgated thereunder . Section 8 . The Agency Treasurer or the Executive Director is hereby authorized to pay the costs of issuance in connection with the sale, issuance and delivery of the Certificates from the 7 proceeds of the Certificates and with other funds made available for such purpose by the Developer as the Agency Treasurer , or such other appropriate officer or official of the Agency, may approve upon receipt of invoices or bills with respect thereto . The Chairman, Secretary, Agency Treasurer, Agency Attorney, Executive Director of the Agency and such other appropriate Agency officers or officials are further authorized and directed to execute all necessary or required agreements, including, but not limited to, the First Installment Sale Agreement , the Second installment Sale Agreement , the Disposition and Development Agreement , the Purchase Contract , the Certificates , the Trust Agreement and other documents , instruments and agreements , including the closing documents for the delivery of the Certificates and to take such other actions as may be necessary in connection with the actual sale, issuance and delivery of the Certificates . Section 9 , The form of the Certificates is hereby approved. The Chairman and the Secretary are hereby authorized and directed to execute the First Installment Sale Agreement in the name and on behalf of the Agency, and under the seal of the Agency. Section 10 . T11 i s Resolution shall take effect upon adoption and shall be deemed for all purposes to constitute all official action and authorization for the sale, issuance and delivery of the Certificates and all other documents as set forth herein, and to ratify all previous actions taken prior hereto in connection with the sale, issuance and delivery of the Certificates 8 and the calling , holding and conducting of a ! public meetings and -L - public hearings with respect to the Certificates . Section 11 . The Agency shall receive from the Company a fee in the amount of $2 , 000 upon issuance and delivery of the Certificates which fee may be payable from the proceeds of such initial issuance and delivery of the Certificates . APPROVED AND ADOPTED this 19th day of November 1985 . Chairman of the Redevelopment Agency of the City of Redlands , California (SEAL) ATTEST: Se6r- ' ary of th�lV' edevelopment Agency of the City of4Zdlands , California 9 Lorrie Poyzer Secretary of the Redevelopment Agency of the City of Redlands, California , do hereby certify tha4- the foregoing resolution was regularly introduced and adopted by the Redevelopment Agency of the City of Redlands , California, at a regular meeting thereof , held on the 19th — day of November 1985 , by the following vote of ',--he Agency: AYES: Messrs. Johnson, DeMirjyn, Larsen; Chairman Beswick NOES - None ABSENT: Mr. Martinez ABSTAINED: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Redevelopment Agency of the City of Redlands , California, this 19th day of November 1985 . "S e c-fe a ry of t, I RedeeloprrenAgency, of the City of Redlands, California 10