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HomeMy WebLinkAboutResolution No. 94-R811019-12 • JHHW:BDQ:ncc (Redevelopment) • 10/07/93 01/14/94 01/28/94 02/02/94 02/07/94 ' 0 _ / ..0 ' 1!. i. \ l ai— lid RESOLUTION NO. 94-R8 RESOLUTION AUTHORIZING ISSUANCE OF NOT TO EXCEED $13,500,000 AGGREGATE PRINCIPAL AMOUNT OF MERGED PROJECT AREA TAX ALLOCATION BONDS, 1994 SERIES A, APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF A SUPPLEMENTAL INDENTURE AND ESCROW AGREEMENTS RELATING THERETO, AUTHORIZING SALE OF SUCH BONDS, APPROVING OFFICIAL STATEMENT AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the Redevelopment Agency of the City of Azusa (the "Agency") is authorized pursuant to the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the California Health and Safety Code (the "Law") to issue its tax allocation bonds for the purpose of financing redevelopment activities within and of benefit to its redevelopment project areas; WHEREAS, the Agency has heretofore issued its $6,130,000 aggregate principal amount of Central Business District Redevelopment Project Tax Allocation Bonds, 1986 Series A (the "1986 CBD Bonds"), its $3,800,000 aggregate principal amount of West End Redevelopment Project Tax Allocation Bonds, 1986 Series A (the "1986 West End Bonds and, with the 1986 CBD Bonds, the "1986 Bonds"), and its $6,065,000 aggregate principal amount of Merged Project Area Tax Allocation Bonds, 1992 Series A (the "1992 Bonds"); and WHEREAS, after due investigation and deliberation, the Agency has determined that it is in the interests of the Agency at this time to provide for the issuance of its Redevelopment Agency of the City of Azusa, Merged Project Area Tax Allocation Bonds, 1994 Series A, in the aggregate principal amount of not to exceed $13,500,000 (the "Bonds"), on a parity with the 1992 Bonds, to provide funds to refund the 1986 Bonds and to provide additional funds to finance redevelopment activities within and of benefit to the Agency's Merged Project Area including the provision of certain public improvements and the acquisition of property for the construction of low and moderate income housing; WHEREAS, the Bonds are proposed to be issued pursuant to two Trust Indentures, each dated as of August 1, 1986, and each by and between the Agency and Bank of America National Trust and Savings Association, successor in merger to Security Pacific National Bank, as trustee (the "Trustee"), a First Supplement to Trust Indentures, dated as of May 1, 1992, by and between the Agency and the Trustee, and a Second Supplement to Trust Indentures, to be dated as of March 1, 1994, by and between the Agency and the Trustee (the "Second Supplemental Indenture" and, with such two Trust Indentures and such First Supplement to Trust Indentures, being referred to herein as the "Indentures'); WHEREAS, the Agency proposes to sell the Bonds to the Azusa Public Financing Authority (the "Authority") which will concurrently sell the Bonds to Rauscher Pierce Refsnes, Inc., as purchaser of the Bonds (the "Underwriter"), all on the terms and 0 0 conditions herein set forth and as provided in the form of a Purchase Contract (the "Purchase Contract") on file with the Secretary, WHEREAS, the Underwriter has caused to be prepared an Official Statement describing the Bonds, the preliminary form of which is on file with the Secretary; and WHEREAS, the Agency, with the aid of its staff has reviewed the Indenture, the Purchase Contract and the Official Statement; and the Agency wishes at this time to approve the foregoing in the public interests of the Agency; NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of Azusa, as follows: Section 1. Issuance of Bonds• Approval of Second Supplemental Indenture. The Agency hereby authorizes the issuance of the Bonds under and pursuant to the Law and the Indentures, in the aggregate principal amount of not to exceed $13,500,000. The Agency hereby approves the Second Supplemental Indenture in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director, including, without limitation, the addition to the Indenture of the final principal amount (not to exceed $13,500,000), the final annual maturity amounts and the final interest rates payable with respect to the Bonds as contained in the Purchase Contact hereinafter approved, and execution of the Second Supplemental Indenture shall be deemed conclusive evidence of the Agency's approval of such additions or changes. The Chairman or the Executive Director, or a duly authorized designee, is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Second Supplemental Indenture, and the Secretary of the Agency, or a duly authorized designee, is hereby authorized and directed, for and in the name and on behalf of the Agency, to attest such officer's signature, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with counsel to the Agency and bond counsel to the Agency. The approval of any such additions or changes shall be conclusively evidenced by such execution and delivery of the Second Supplemental Indenture. The Agency hereby authorizes the delivery and performance of the Indentures. Section 2. Approval of Escrow Agreements. The Escrow Deposit and Trust Agreement, to be dated the date of delivery of the Bonds, by and between the Agency and Bank of America National Trust and Savings Association, as trustee for the 1986 CBD Bonds (the "1986 CBD Escrow Agreement"), is hereby approved in substantially the form presented to this meeting. The Chairman or the Executive Director, or a duly authorized designee, is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the 1986 CBD Escrow Agreement, and the Secretary of the Agency, or a duly authorized designee, is hereby authorized and directed, for and in the name and on behalf of the Agency, to attest such officer's signature, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with counsel to the Agency and bond counsel to the Agencv. The approval of any such additions or changes shall be conclusively evidenced by such execution and delivery of the 1986 CBD Escrow Agreement. The Escrow Deposit and Trust Agreement, to be dated the date of delivery of the Bonds, by and between the Agency and Bank of America National Trust and Savings Association, as trustee for the 1986 West End Bonds (the "1986 West End Escrow Agreement'), is hereby approved in substantially the form presented to this meeting. The Chairman or the Executive Director, or a duly authorized designee, is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the -2- 0 0 1986 West End Escrow Agreement, and the Secretary of the Agency, or a duly authorized designee, is hereby authorized and directed, for and in the name and on behalf of the Agency, to attest such officer's signature, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with counsel to the Agency and bond counsel to the Agency. The approval of any such additions or changes shall be conclusively evidenced by such execution and delivery of the 1986 West End Escrow Agreement. Section 3. Sale of Bonds. The Agency hereby authorizes the sale of the Bonds to the Authority for concurrent resale by the Authority to the Underwriter pursuant to and in accordance with the Purchase Contract in substantially the form on file with the Secretary together with any additions thereto or changes therein approved by either the Chairman or the Executive Director (or the written designee of either), whose execution thereof shall be conclusive evidence of such approval. The Agency hereby delegates to both the Chairman and the Executive Director (and to the written designee of either) the authority to accept an offer from the Underwriter to purchase the Bonds from the Authority and to execute the Purchase Contract for and in the name and on behalf of the Agency; provided, however, that the stated average annual interest rate payable with respect to the Bonds shall not exceed six and one-half percent (6.50%) per annum, and the purchase price paid by the Underwriter for the purchase of Bonds shall be not less than ninety-eight percent (98%) of the par amount thereof, excluding any original issue discount on the Bonds. Section 4. Approval of Preliminary Official Statement. A form of the Preliminary Official Statement having been submitted by the Underwriter, the Agency hereby approves said Preliminary Official Statement in the form submitted, together with changes therein deemed advisable by the Executive Director of the Agency, or his designee, upon advice of counsel. The Chairman or the Executive Director, or his designee, is authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, or otherwise as appropriate, provided that any such corrections or additions shall be necessary to cause the information contained therein to conform with facts material to the Bonds, or to the proceedings of the Agency or such corrections or additions are in form rather than in substance. The Agency authorizes and directs the Executive Director of the Agency, or his designee, on behalf of the Agency, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution in connection with the offering and sale of the Bonds. The Chairman or the Executive Director, or his designee, is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of the sale of the Bonds, and the Executive Director of the Agency, or his designee, is authorized and directed to execute a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the Bonds, contain any untrue statement of a material fact with respect to the Agency or omit to state material facts with respect to the Agency required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Executive Director of the -3- 0 0 Agency, or his designee, shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Bonds. Sectio: 5. Official Action. All actions heretofore taken by the officers and agents of the Agency with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Chairman, the Executive Director, Secretary, the Director of Finance and the General Counsel 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 (including, but not limited to, requisitions for payment of costs of issuance of the Bonds), agreements (including, but not limited to, agreements in customary form providing for investment of the proceeds of the Bonds as further provided in the Indenture), 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 sale, issuance and delivery of the Bonds to the Authority and the Underwriter pursuant to the documents approved herein. Section 6. Effective Date. This resolution shall take effect from and after the date of approval and adoption thereof. Section 7. Certification. The Secretary shall certify the adoption of this resolution. PASSED, APPROVED AND ADOPTED this 7th day of February, 1994. CHAIRMAN - I HEREBY CERTIFY that the foregoing Resolution No. 94 -RB was duly adopted by the Redevelopment Agency of the City of Azusa, at a regular meeting thereof, held on the 7th day of February, 1994, by the following vote of the Agency: AYES: AGENCY MEMBERS: DANGLEIS, MADRID, NARANJO, ALEXANDER, MOSES NOES: AGENCY MEMBERS: NONE ABSENT: AGENCY MEMBERS: NONE SEC -4-