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HomeMy WebLinkAboutResolution No. 08-R460 RESOLUTION NO. 08-R46 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING THE ISSUANCE OF ITS AMENDED AND RESTATED MERGED CENTRAL BUSINESS DISTRICT AND WEST END REDEVELOPMENT PROJECT AREA TAX ALLOCATION BONDS, APPROVING TRUST INDENTURES, AN OFFICIAL STATEMENT, A PURCHASE AGREEMENT, SETTING THE MAXIMUM FINAL TERMS OF THE SALE OF THE BONDS AND MAKING CERTAIN DETERMINATIONS RELATING THERETO WHEREAS, the Redevelopment Agency of the City of Azusa (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 Part I of Division 24 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 project known as the Amended and Restated Merged Central Business District and West End Redevelopment Project Area (the "Merged Project") has been adopted, amended 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 proposes to issue its Amended and Restated Merged Central Business District and West End Redevelopment Project Area Tax Allocation Bonds (Subordinate Lien), 2008 Series A (the "Series A Bonds") in an aggregate principal amount not to exceed $16,000,000, and its Housing Tax Allocation Bonds 2008 Series B Bonds in an aggregate principal amount not to exceed $14,000,000 (the "Series B Bonds, collectively with the Series A Bonds, the "Bonds"); and WHEREAS, the proceeds of the Series A Bonds and will be used to finance redevelopment activities within the Merged Project and such Series A Bonds will be secured from tax increment revenues of the Merged Project on a subordinate basis to currently outstanding obligations of the Agency issued in 2003 and in 2005 and on a parity within the Agency's Taxable Tax Allocation Bonds (Subordinate Lien) 2007 Series A; and WHEREAS, the proceeds of the Series B Bonds will be used to finance low and moderate income housing activities of the Merged Project and such Series B Bonds will be secured from tax revenues of the Merged Project payable to the Agency's fund for low and moderate income housing and on a subordinate basis to currently outstanding obligations of the Agency issued in 2003 and 2005, and the Agency's Tax Allocation Bonds (Second Subordinate Lien) 2007 Series B; and WHEREAS, there has been presented at this meeting a form of the first supplement to trust indenture for the Series A Bonds providing for the issuance of the Series A Bonds; and WHEREAS, there has been presented to this meeting a form of Trust Indenture providing for the issuance of the Series B Bonds; and RVPUB\KBYRENS\753244.1 I 0 0 WHEREAS, the Agency proposes to sell the Bonds to the Azusa Public Financing Authority (the "Authority") which will concurrently sell the Bonds to Chilton & Associates, as purchaser of the Bonds (the "Underwriter"), all on the terms and conditions herein set forth and as provided in the Purchase Agreement (the "Purchase Agreement') on file with the Secretary; WHEREAS, the Agency, with the assistance of Urban Futures, Inc. (the "Financing Consultant'), and Best Best & Krieger LLP, Disclosure Counsel, has caused to be prepared an Official Statement describing each series of the Bonds, the preliminary forms of which are on file with the Secretary (the "Official Statement'); and WHEREAS, the Agency, with the aid of its staff has reviewed the Indentures, the Purchase Agreement and the Official Statement and the Agency wishes at this time to approve the foregoing in the public interests of the Agency. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Approval of Issuance of Bonds. hi order to provide a portion of the moneys required to finance a portion of the Amended and Restated Central Business District and West End Redevelopment Project Area, the issuance of not to exceed $16,000,000 in principal amount of the Series A Bonds, and $14,000,000 in principal amount of the Series B Bonds are hereby authorized and approved. Section 2. Indenture and Supplement to Indenture. The form of First Supplement to Trust Indenture, for the Series A Bonds between the Agency and Wells Fargo Bank, National Association, as trustee (the "Supplemental Indenture") and the Trust Indenture providing for the issuance of the Series B Bonds, between the Agency and the Trustee (the "Indenture") presented at this meeting are hereby approved and the Chairperson, the Executive Director/Secretary or the Treasurer is and each of them are hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute, acknowledge and deliver the Supplemental Indenture and the Indenture in substantially the form presented at this meeting 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 3. Appointment of Trustee. Wells Fargo Bank, National Association is hereby appointed as Trustee pursuant to the Supplemental Indenture and 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 the Bonds of each series of the Bonds and presented to this meeting are hereby approved. The preparation of Final Official Statement relating to the Bonds of each series are hereby approved and the Chairperson, the Executive Director/Secretary or the Treasurer is and each of them are hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver Final Official Statement containing such changes from the Preliminary Official Statement as may be approved by the Chairperson, the Executive Director/Secretary, the Treasurer, Bond Counsel and/or the Agency Counsel, and the distribution of such Preliminary and Final Official Statement in connection with the sale of the Bonds is hereby authorized. The Chairperson, the Executive Director/Secretary or the Treasurer is and each of them are also authorized and directed to deem the Preliminary Official Statement final within the meaning of Rule 15c2-12 of RVPUB\KBYRENS\753244.1 2 0 0 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 Statement have been deemed final within the meaning of such Rule. The Executive Director/Secretary or the Treasurer is authorized to execute such continuing disclosure obligations as may be necessary to comply with Rule 15c2-12. Section 5. Form of Bonds. The forms of each series of the Bonds as set forth in the respective Supplemental Indenture and Indenture as presented to this meeting are hereby approved and the Chairperson or the Vice Chairperson and the Secretary or any Assistant 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 respective Supplemental Indenture and Indenture and all in accordance with the terms and provisions of the Supplemental Indenture and Indenture. Section 6. Sale of the Bonds. The Agency hereby authorizes the sale of the Series A Bonds, and the Series B Bonds to the Authority for concurrent resale by the Authority to the Underwriter pursuant to and in accordance with the Purchase Agreement in substantially the form on file with the Secretary together with any additions thereto or changes therein approved by the Executive Director, including any modifications necessary to implement the private placement of all or a portion of the Bonds and the payment of allocable placement agency fees, and the execution thereof shall be conclusive evidence of such approval. The Agency hereby delegates to the Executive Director (or the written designee thereof) the authority to accept an offer from the Underwriter to purchase the Bonds from the Authority and to execute the Purchase Agreement for and in the name and on behalf of the Agency; provided, however, that (a) the maximum yield payable with respect to the Series A Bonds shall not exceed eight percent (8.00%) per annum, and the Underwriter's discount for the purchase of the Series A Bonds shall not be greater than 1.50% of the par amount thereof, excluding any original issue discount on the applicable Series A Bonds and (b) the maximum yield payable with respect to the Series B Bonds shall not exceed eight percent (8.00%) per annum, and the Underwriter's discount for the purchase of the Series B Bonds shall not be greater than 1.50% of the par amount thereof, excluding any original issue discount on the Series B Bonds. Section 7. Credit Rating and Bond Insurance Expenses. The Agency staff and its consultants for the Bonds are hereby authorized and directed to make application to one or more credit rating agencies for assignment of a credit rating to the Bonds or to one or more insurance companies for bond insurance with respect to the Bonds, or both (as the Financing Consultant shall recommend), and the Agency shall pay expenses incident to any such application or shall reimburse the Financing Consultant for any advance of such expenses, such reimbursement to be made to the Financing Consultant not more than thirty (30) days following the date of any such advance (all expenses ultimately to be reimbursed to the Agency from the proceeds of the Bonds). . Section 8. Official Action. The Chairperson, the Vice -Chairperson, the Executive Director, Assistant Executive Director, the Agency Treasurer, the Secretary, the Assistant Secretary, the Agency General Counsel 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, without limitation, requisitions for the payment of costs of RVPU13UCBYRENS\753244.1 3 r 0 issuance of the Bonds, agreements, including, without limitation, agreements providing for investment of proceeds of the Bonds, 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 issuance, sale and delivery of the Bonds. Any officer of the Agency herein authorized or directed to take any action may designate another officer of the Agency to take such action on his or her behalf, such designation to be approved or ratified in writing with respect to the taking of the applicable action. Section 9. Effective Date. This Resolution shall take effect upon adoption. PASSED, APPROVED AND ADOPTED this 3rd day of November, 2008. /Y h� seph R. Rocha, Chairperson ATTEST: Vera Mendoza, Secretary I HEREBY CERTIFY that the foregoing resolution No. 08-R46, was duly adopted by the Redevelopment Agency of the City of Azusa at a regular meeting thereof, held on the 3`d day of November, 2008. AYES: AGENCY MEMBERS: GONZALES, CARRILLO, MACIAS, HANKS, ROCHA NOES: AGENCY MEMBERS: NONE ABSTAIN: AGENCY MEMBERS: NONE ABSENT: AGENCY MEMBERS: NONE 4ZL Vera Mendoza, Secretary RVPUBUC13YRENS\753244.1 4