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HomeMy WebLinkAboutRDA Reso 2006-1945 e e e RDA RESOLUTION NO 2006-1945 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AUTHORIZING THE ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING BONDS, IN TWO OR MORE SERIES, IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $28,500,000 IN CONNECTION WITH THE BA YFRONT/TOWN CENTRE REDEVELOPMENT PROJECT, AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, in connection with the Redevelopment Agency of the City ofChula Vista's activities related to its merged Bayfront Redevelopment Project and Town Centre Redevelopment Project (collectively, the "Redevelopment Project"), and pursuant to the Community Redevelopment Law of the State of California, the Redevelopment Agency of the City of Chula Vista (the "Agency") has issued its BayfrontlTown Centre Redevelopment Project 1994 Senior Tax Allocation Refunding Bonds, Series A in the initial aggregate principal amount of $14,810,000 (the "1994A Bonds"), its BayfrontlTown Centre Redevelopment Project 1994 Subordinate Tax Allocation Refunding Bonds, Series C in the initial aggregate principal amount of $8,195,000 (the "1994C Bonds") and its BayfrontlTown Centre Redevelopment Project 1994 Senior Tax Allocation Refunding Bonds, Series 0 in the initial aggregate principal amount of $5,680,000 (the "19940 Bonds," the 1994A Bonds, the 1994C Bonds and the 19940 Bonds are collectively referred to as the "1994 Bonds"); and WHEREAS, in order to refinance the 1 994 Bonds with resulting debt service savings, the Agency has determined at this time to issue its not to exceed $14,500,000 aggregate principal amount of Redevelopment Agency of the City of Chula Vista, BayfrontlTown Centre Redevelopment Project 2006 Senior Tax Allocation Refunding Bonds, Series A (the "Series A Bonds"), and its not to exceed $14,000,000 aggregate principal amount of Redevelopment Agency of the City of Chula Vista, Bayfront/Town Centre Redevelopment Project 2006 Subordinate Tax Allocation Refunding Bonds, Series B and Series C, (to the extent provided under Section &1 hereof) (collectively, the "Series B Bonds") under the provisions of the Community Redevelopment Law of the State of California (constituting Part I of Division 24 of the California Health and Safety Code) (the "Law"); and WHEREAS, the principal of and interest on the Series A and Series B Bonds will be payable from the tax increment revenues received by the Agency from the Redevelopment Project to the extent described in the Senior Indenture and the Subordinate Indenture described below; and WHEREAS, it is intended that the Bonds be sold at a negotiated sale to the underwriter identified herein pursuant to the authority of Articles 10 and 1 I of Chapter 3, Part I, Division 2 of Title 5 of the Cahfornia Government Code on the terms set forth in the Bond Purchase Agreement described below, and in connection with the offering thereof the Agency 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 has duly considered the transactions described above and to authorize proceedings for the issuance and sale of the Bonds. RDA Resolution No. 2006- 1945 Page 2 NOW THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Redevelopment Agency of the City ofChula Vista as follows: o Section I Issuance of the Bonds: Approval of the Senior Indenture and the Subordinate Indenture. (a) The Agency hereby authorizes the issuance of the Series A Bonds in the aggregate principal amount of not to exceed $ I 4,500,000 The Bonds shall be issued pursuant to the Law and pursuant to an Indenture of Trust dated as of July I, 2006 (the "Senior Indenture"), by and between the Agency and U.S. Bank National Association, as trustee (the 'Trustee"). The Agency hereby approves the Senior Indenture in the form on file with the Secretary, together with such additions thereto and changes therein as the Chairman shall deem necessary, desirable or, appropriate, and the execution thereof by the Chairman shall be conclusive evidence of the approval of any such additions and changes. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Agency to, the final form of the Senior Indenture for and in the name and on behalf of the Agency The Agency hereby authorizes the delivery and performance of the Senior Indenture. (b) The Agency hereby authorizes the issuance of the Series B Bonds in the aggregate principal amount of not to exceed $ I 4,000,000 The Bonds shall be issued pursuant to the Law and pursuant to an Indenture of Trust, dated as of July I, 2006 (the "Subordinate Indenture"), by and between the Agency and U.S Bank National Association, as trustee (the "Trustee"). The Agency hereby approves the Subordinate Indenture in the form on file with the Secretary, together with such additions thereto and changes therein as the Chairman shall deem necessary, desirable or appropriate, and the execution thereof by the Chairman shall be conclusive evidence of the approval of any such additions and changes. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Agency to, the final form of the Subordinate Indenture for and in the name and on behalf of the Agency The Agency hereby authorizes the delivery and performance of the Subordinate Indenture. o Section 2. Escrow Agreement The Escrow Agreement (the "Escrow Agreement") by and between the Agency and U.S Bank National Association, as Escrow Agent, with respect to the 1994 A Bonds and 1994 D Bonds, on the one hand, and the 1994C Bonds on the other hand, ~ hereby approved in substantially the form presented, together with such changes therein or additions thereto as the Executive Director shall deem necessary desirable or appropriate, the Executive Director's execution thereof to be conclusive evidence of such approval. Section 3 Bond Purchase Agreement The .Bond J'urchase Agreements (the "Purchase Agreement") by and among the Agency and EJ De la Rosa & Co., Inc. (the "Underwriter") with respect to the Series A Bonds, on the one hand and the Series B Bonds on the other hand, are hereby approved in substantially the form presented, together with such changes therein or additions thereto as the Executive Director shall deem necessary, desirable or appropriate, the Executive Director's execution thereof to be conclusive evidence of sbch approval. In no event shall such Purchase Agreements provide for underwriter's discount (exclusive of original issue discount) in excess of 0.9% of the principal amount of the Bonds that have a AAA rating, I ] % of the principal amount of the Bonds that have a BBB rating, or 1.55% of the principal amount of Bonds that do not have a rating, or for an average interest rate for any series in excess of 6.5% per annum. Moreover, the sale of the Bonds shall result in net present value interest sav1llgs to the Agency in an amount at least equal to $4 million. o e e e RDA Resolution No. 2006-1945 Page 3 Section 4 Official Statements. 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 Series A Bonds in the preliminary form on file with the Secretary and a form of Official Statement describing the Series B Bonds in the preliminary form on tile with the Secretary Distribution of such preliminary Official Statements by the Underwriter to prospective purchasers of the Bonds, with such modifications as may be approved by the Executive Director, is hereby approved. The Executive Director is hereby authorized to execute the final form of each of the Official Statements, including as each may be modified by such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, and the execution of the final Official Statements 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 .Statements by the Underwriter The final Official Statements shall be executed in the name and on behalf of the Agency by the Executive Director The Executive Director is hereby authorized to execute a certificate or certificates to the effect that each of the Official Statements and such preliminary official statements were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final. Section 5 Deliverv of the Bonds. 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, upon the written instructions executed on behalf of the Agency by the Executive Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the purchaser thereof upon payment of the purchase price therefor Section 6. Continuing Disclosure Certificate. The Continuing Disclosure Certificate for the Series A Bonds and the Series B Bonds, in the forms on file with the Secretary, are hereby approved. The Executive Director is hereby authorized and directed, for and in the'name of and on behalf of the Agency, to execute and deliver each Continuing Disclosure Certificate in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive Director, the approval of such changes to be conclusively evidenced by the execution and delivery by the Executive Director of the Continuing Disclosure Certificate. Section 7 Official Actions. The Chairman, the Executive Director, the Treasurer and the Secretary of the Agency, and any and all other officers of the Agency, are hereby authorized and clirected, 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. Such actions may include, but shall not be limited to, negotiating investment agreement(s) relative to funds to be invested pursuant to the Indenture, the obtaining of bond insurance if available at a net present value savings to the Agency and the obtaining of a surety for reserve to be issued by a major bond insurer in lieu of a cash-funded reserve relative to the Bonds if in the judgment of the Executive Director such s!ITety is financially advantageous to the Agency If a surety for reserve is obtained, the Executive Director may execute a reimbursement agreement relative to such surety in a form required by such insurer, subject to the approval as to form by Bond Counsel. RDA Resolution No. 2006-1945 Page 4 The Series B Bonds authorized herein may be divided in to two series comprised of a Series B 0 and Series C to be delivered at different times. to the extent the Executive Director determines it is necessary or appropriate to the timely, efficient refunding of the 1994 Bonds or any of them. Such respective Series B Bonds and Series C Bonds shaJl be secured on a parity with each other, and each of the Series B Indenture, the applicable Bond Purchase Agreement, Continuing Disclosure Certificate, Official Statement and Escrow Agreement shaJl be modified to reflect the terms of such revised Series B Bonds and additional Series C Bonds. 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 ori his or her behalf in the case such officer shaJl be absent or unavailable. Section 8. Effective Date. The Secretary shall certify to the passage and adoption of this Resolution, which shall take effect immediately upon its adoption. Z]n d by_ Maria achadoorian Direct r of Finance/Treasurer , Approved as to form ~1\\~d~I'<J}\ Ann Moore Agency Counsel PASSED, APPROVED, and ADOPTED by the Redevelopment Agency of the City of Chula Vista, this nnd day of June 2006, by the foJlowing vote: AYES Agency Members: Chavez, McCann, Rindone, and Padilla NAYS Agency Members: None o ABSENT Agency Members: ::~c;J~ 1L Stephen C"tp-adilla. Chair ABSTAIN Agency Members: ATTEST ~ c;d ct-+-- U( Dana M. Smith, Secretary STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA ) ) ) I, Dana M. Smith, Secretary of the Redevelopment Agency of the City of Chula Vista, California, do hereby certify that the foregoing Redevelopment Agency Resolution No 2006- 1945 was duly passed, approved, and adopted by the Redevelopment Agency at an adjourned regular meeting of the Redevelopment Agency held on the 22nd day of June 2006. Executed this 22nd day of June 2006. 9~6 th.~ Dana M. Smith. Secretary o