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HomeMy WebLinkAbout238 RDA_CCv0001.pdf RESOLUTION NO. 238 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS APPROVING THE ISSUANCE OF ITS REDEVELOPMENT PROJECT 1994 TAX ALLOCATION REFUNDING BONDS, TRUST INDENTURES, ESCROW AGREEMENTS, REIMBURSEMENT AGREEMENTS, OFFICIAL STATEMENTS AND A PURCHASE CONTRACT, AUTHO- RIZING THE EXECUTIVE DIRECTOR TO SET THE FINAL TERMS OF THE SALE OF THE BONDS, APPROVING THE PAYMENT OF COSTS OF ISSUING THE BONDS AND MAKING CERTAIN DETERMINATIONS RELATING THERETO WHEREAS, the Redevelopment Agency of the City of Redlands (the "Agency") is a redevelopment agency duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law, being Section 33000 and following of the Health and Safety Code of the State of California, and the powers of the Agency include the power to issue bonds for any of its corporate purposes; and WHEREAS, a redevelopment plan, for a redevelopment proj - ect known as the Redlands Redevelopment Project (the "Project" ) , has been adopted and approved and all requirements of law for, and precedent to, the adoption and approval of said plan have been duly complied with; and WHEREAS, the Agency has heretofore issued its $17, 470, 000 aggregate principal amount Redlands Redevelopment Project 1987 Tax Allocation Refunding Bonds (the 111987 Refunding Bonds") pursuant to a Trust Indenture (the 111987 Indenture" ) dated as of February 1, 1987, by and between the Agency and Bank of America National Trust and Savings Association, as Trustee for the 1987 Refunding Bonds; and WHEREAS, the Agency has heretofore issued its Redlands Redevelopment Project 1987 Subordinate Tax Allocation Bonds in the aggregate principal amount of $9, 385, 000 (the 111987 Subordinate Bonds" and, together with the 1987 Refunding Bonds, the "Prior Bonds") pursuant to a Trust Indenture (the 111987 Subordinate Indenture" ) dated as of April 1, 1987 by and between the Agency and Bank of America National Trust and Savings Association; and WHEREAS, the Agency proposes to issue not to exceed. $23 , 500, 000 principal amount of its Redlands Redevelopment Project 1994 Refunding Tax Allocation Bonds, Series A and not to exceed $8, 000, 000 principal amount of its Redlands Redevelopment Project 1994 Taxable Tax Allocation Refunding Parity Bonds, Series B (the "Bonds") , the proceeds of which will be used to refund and defense the 1987 Refunding Bonds and the 1987 Subordinate Bonds the repayment of which will be secured by tax increment revenues from the Project; and KAB189386 RESOLUTION NO. 238 Page 2 WHEREAS, there has been presented at this meeting forms of Frust Indentures and other documents providing for the issuance of the Bonds including a reimbursement agreement and letter of credit attached thereto and a confirmation agreement and confirmation letter of credit attached thereto, and WHEREAS, there has been presented to this meeting a form of preliminary official statement relating to the Bonds and a purchase contract between the Agency and Miller & Schroeder Financial, Inc. (the "Underwriter") pursuant to which the Underwriter has offered to purchase the Bonds from the Agency, all on the terms and conditions set forth therein; and WHEREAS, the Agency is authorized to sell the Bonds on a negotiated basis pursuant to Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Redevelopment Agency of the City of Redlands, California, as follows. SECTION 1. Approval of Issuance of Bonds . The issuance of not to exceed $23 , 500, 000 principal amount Redevelopment Agency of the City of Redlands, Redlands Redevelopment Project 1994 Tax Allocation Refunding Bonds, Series A and not to exceed $8, 000, 000 principal amount Redevelopment Agency of the City of Redlands, Redlands Redevelopment Project 1994 Taxable Tax Allocation Refunding Parity Bonds, Series B (the "Bonds" ) , in order to refund a portion of the Prior Bonds is hereby authorized and approved. SECTION 2 . Trust Indenture. The forms of Trust Indenture by and among the Agency and First Trust of California, National Association, as trustee (individually each shall be the "Indenture") , presented at this meeting are hereby approved: and the Chairman or any other member of the Agency or the Executive Director and the Secretary are hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute, acknowledge and deliver each said Indenture in substantially the forms presented at this meeting with such insubstantial changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . SECTION 3 . Appointment of Trustee. First Trust of California., National Association is hereby appointed as Trustee pursuant to the Indenture, to take any and all action provided for therein to be taken by the Trustee. SECTION 4 . Official Statement. The forms of preliminary official statement relating to each series of the Bonds and KA8189386 RESOLUTION NO. 238 Page 3 presented to this meeting are hereby approved. The preparation of a 'final official statement relating to each series of the Bonds is hereby approved and the Executive Director is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver final official statements containing such changes from the respective preliminary official statements as may be approved by the Executive Director and the distribution of such preliminary and final official statements in connection with the sale of the Bonds is hereby authorized. The Executive Director is also authorized and directed to deem the preliminary official statements final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the "Rule" ) , omitting only such information as is permitted under such Rule, and to execute an appropriate certificate stating the Agency' s determination that the preliminary official statements have been deemed final within the meaning of such Rule. SECTION 5 . Form of Bonds . The form of the Bonds of each series as set forth in each Indenture as presented to this meeting are hereby approved and the Chairman and Secretary are hereby authorized and directed to execute by manual or facsimile signature, in the name and on behalf of the Agency and under its seal, such Bonds in either temporary and/or definitive form in the aggregate principal amount set forth in each Indenture and all in accordance with the terms and provisions of each Indenture. SECTION 6 . Purchase Contract. The forms of Purchase Contract (the "Purchase Contract" ) as presented to this meeting between the Agency and the Underwriter and the sale of each series of the Bonds pursuant thereto upon the terms and conditions set forth therein are hereby approved, and subject to such approval and subject to the provisions of Section 7 hereof, the Chairman or any other member of the Agency or Executive Director or his designee is hereby authorized and directed to evidence the Agency' s acceptance of the offer made by the Purchase Contract relating to each series of Bonds by executing and delivering each Purchase Contract in said form with such changes therein as the officers executing the same may approve and such matters as are authorized by Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 7. Executive -Director Authorized to Establish Final Terms of Sale of Bonds. The Executive Director, based on such advice of Staff as he may deem necessary, is hereby authorized and directed to act on behalf of the Agency to establish and deter- mine (i) the final principal amount of the various maturities of the Bonds, which amount shall not exceed $23, 500, 000 in the aggre- gate for the Series A Bonds and $8, 000, 000 in the aggregate for the Series B Bonds; (ii) the interest rate or rates on various "I maturities of the Bonds, provided that such rates shall not exceed KAB189386 RESOLUTION NO. 238 Page 4 1201 per annum for any maturity of the Series A Bonds and 12% per annum, for any maturity of the Series B Bonds; and (iii) the Underwriter' s discount for the purchase of the Bonds, which amount shall not exceed 2%- of the principal amount of the Series A Bonds or 3% of the principal amount of the Series B Bonds . SECTION 8 . Escrow Agreements. The forms of Escrow Deposit and Trust Agreement by and between the Agency and First Trust of California, National Association, as escrow holder (the "Escrow Agreement") , presented at this meeting are hereby approved and the Chairman or any other member of the Agency or the Executive Director and the Secretary are hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute, acknowledge and deliver said Escrow Agreements in substantially the form presented at this meeting with such insubstantial changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 9 . Reimbursement Agreement. The forms of Reimbursement Agreement by and between the Agency and The Sumitomo Bank and Trust Co. , Ltd. (the "Reimbursement Agreement" ) presented at this meeting are hereby approved and the Chairman or any member of the Agency or the Executive Director and the Secretary are hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute, acknowledge and delivery eac.. said Reimbursement Agreement in substantially the form presented hereto with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 10 . Confirmation Agreement. The forms of Confirmation Agreement, by and between the Agency and The Sumitomo Bank, Ltd. (the "Confirmation Agreement") presented at this meeting are hereby approved and the Chairman or any member of the Agency or the Executive Director and the Secretary are hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute, acknowledge and delivery each said Confirmation Agreement in substantially the form presented hereto with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . SECTION 11 . Remarketing Agent. Miller & Schroeder Financial, Inc. is hereby appointed remarketing agent (the "Remarketing Agent" ) for the Bonds pursuant to the Remarketing Agent Agreement, by and between the Agency and the Remarketing Agent, the form of which has been presented to this meeting and is hereby approved, and the Executive Director is authorized to execute such agreement in substantially the form submitted hereto KAB189386 RESOLUTION NO. 238 Page 5 with such changes thereto as the Executive Director may approve, such approval to be conclusively evidenced by the execution and delivery thereof . SECTION 12 . Reguisitions. The Executive Director, or his designee, is hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay the costs of issu- ing the Bonds f rom the proceeds of the Bonds and the moneys, if any, deposited by the Agency with the Trustee for such purpose, all pursuant to the Indenture. SECTION 13 . Bond Counsel . The firm of Best, Best & Krieger is hereby retained as bond counsel to the Agency for this issue pursuant to the terms of the letter of such firm on file with the Secretary of the Agency. SECTION 14 . FilingofCDAC Notice. The Agency hereby approves the filing by Bond Counsel of a notice of the Agency' s intent to sell the Bonds with the California Debt Advisory Commis- sion pursuant to Section 8855 of the California Government Code. SECTION 15 . Other Acts . The officers and staff of the Agency are hereby authorized and directed, jointly and severally, to do any and all things (including, but not limited to, obtaining a policy or policies of municipal bond insurance and/or a rating from a national rating agency with respect to the bonds) , to execute and deliver any and all documents including a Purchase Agreement pursuant to which the Agency shall sell the Bonds to the Underwriter, which in consultation with Staff and Bond Counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, or otherwise to effectuate the refunding of the Prior Bonds, to execute a payment agreement by and among the Agency, the Trustee and a liquidity provider, in order to provide for variable interest rate bonds, to execute any agreements which may provide for interest rate swaps or caps, and to appoint a tender agent and remarketing agent (s) , if necessary, in order to increase the interest cost savings associated with the refunding of the Prior Bonds or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. KAB189386 RESOLUTION NO. 238 Page 6 SECTION 16 . Effective Date. This Resolution shall take effect upon adoption. ADOPTED this 15th day of February, 1994 . REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS. 91wrin-l"rarson, (!Ii-airman ATTEST: t----------- N Lorri6 P-byzer, s�4retary KA8189386 I, Lorrie Poyzer, Secretary of the Redevelopment Agency of the City of Redlands, California, do hereby certify that the foregoing resolution was regularly introduced and adopted by the members of the Redevelopment Agency of the City of Redlands, California, at a regular meeting thereof held on the 15th day of February, 1994, by the following vote of the members : AYES : Members Foster, Gilbreath; Chairman Larson NOES : Member Cunningham ABSENT: member Gil ABSTAIN: 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 15th day Of February 1994 . T orri6- Voyzer, aidterry '7 Fs KA8189386 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) SS CITY OF REDLANDS ) I, Lorrie Poyzer, Secretary of the Redevelopment Agency of the City of Redlands, California, hereby certify under penalty of perjury that the attached is a full., true and correct copy of Resolution No. 238 as regularly passed and adopted by the Board of Directors of the Redevelopment Agency of the City of Redlands on the 15th day of February, 1994, as appears on record in my office; that since the adoption date said resolution has not been amended, modified or repealed. WITNESS my hand and the official seal of the City of Redlands this 21st day of June, 1994. Lorrie Poyzer, Secretary Redevelopment Agency City of Redlands, California