Loading...
HomeMy WebLinkAboutResolution - 93-8 RESOLUTION NO. RDA 9 3-8 RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO AUTHORIZING THE ISSUANCE OF TAX ALLOCATION BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT OF NOT TO EXCEED SIX MILLION DOLLARS ($6,000,000) TO FINANCE A PORTION OF THE COST OF A REDEVELOPMENT PROJECT AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Redevelopment Agency of the City of San Jacinto (the "Agency"), is a redevelopment agency (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California) (the "Law") and the powers of the Agency include the power to issue bonds for any of its corporate purposes; and WHEREAS, the Redevelopment Plan for a redevelopment project known and designated "Redevelopment Agency of the City of San Jacinto" has been adopted and approved by Ordinance No. 754 of the City of San Jacinto, which became effective on July 28, 1983, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan have been duly complied with; and WHEREAS, in order to raise funds for the implementation of the Redevelopment Plan, including the funding of a portion of the Low and Moderate Income Housing requirements as set forth in Section 33334.2 and 33334.3 of the Law, the Agency deems it necessary at this time to issue tax allocation bonds for such purpose; and WHEREAS, the corporate purposes of the Agency will be accomplished by issuing at this time tax allocation bonds in a principal amount of not to exceed Six Million Dollars ($6,000,000) pursuant to this Resolution to be designated "Redevelopment Agency of the City of San Jacinto, Tax Allocation Bonds, Issue of 1993 (the "Bonds"); and WHEREAS, the Agency is authorized to issue the Bonds pursuant to the Law; and WHEREAS, there has been created pursuant to Chapter 5, Division 7, Title 1, commencing at Section 5500 of the Government Code of the State of California (the "Act"), a joint powers entity designated the "San Jacinto Financing Authority" (the "Authority") with authority to acquire the Agency's bonds as provided in Section 6588 of the Government Code of the State of California; and WHEREAS, this Board of Directors desires to proceed to issue the Bonds; and WHEREAS, this Board of Directors has determined in accordance with Government Code Section 6588 that a negotiated sale of the Bonds to the Authority in accordance with the terms of the Purchase Contract by and between the Agency and the Authority (the "Authority Purchase Contract") will result in a lower overall cost to the Agency than a public sale; and WHEREAS, the Agency desires to engage the firm of Stradling, Yocca, Carlson & Rauth ("Bond Counsel") as to provide Bond Counsel services regarding this financing and said firm has presented a Bond Counsel Agreement (the "Bond Counsel Agreement"). WHEREAS, this Board of Directors also desires to approve the simultaneous sale of the Bonds by the Authority to Westhoff-Martin & Associates (the "Underwriter") and to authorize the execution by the Agency of a Purchase Contract by and among the Agency, the Authority and the Underwriter (the "Underwriter Purchase Contract"); and WHEREAS, the Agency has deter-mined that "significant public benefits" as defined in Section 6586 subsidiaries (a), (c) and (d) of the Act will be derived by the Agency in undertaking the issuance of the Bonds and their sale to the Authority and resale to the Under-writer, in furtherance of the corporate purposes of the Agency; PUBL:68_1 114 J 132763.02 2 NOW, THEREFORE, the Board of Directors of the Redevelopment Agency of the City of San Jacinto DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: SECTION 1. Each of the above recitals is true and correct and this Board so finds and determines. SECTION 2. The issuance of the Bonds in the principal amount of not to exceed $6,000,000 is hereby authorized. The Bonds shall mature on the dates, pay interest at the rates and shall be subject to redemption as set forth in the Underwriter Purchase Contract to be executed on behalf of the Agency in accordance with Section 5 hereof. All other provisions of the Bonds shall be governed by the terms and conditions set forth in an Indenture of Trust to be prepared by Bond Counsel to the Agency and executed by the Chairman and Secretary of the Agency (herein "Chair-man" and "Secretary" respectively), which Indenture of Trust shall be substantially in the form attached hereto as Exhibit A, with such additions thereto and changes therein as are recommended or approved by Bond Counsel to the Agency and the officers executing the same, with such approval to be conclusively evidenced by the execution and delivery of the Indenture of Trust. Capitalized terms used in this Resolution which are not defined herein have the meaning ascribed to them in the form of the Indenture of Trust attached hereto as Exhibit A. SECTION 3. The Bonds shall be executed on behalf of the Agency by the manual or facsimile signature of the Chairman and attested with the manual or facsimile signature of the Secretary. The seal of the Agency, or a facsimile thereof, hereby adopted as the seal of the Agency, shall be impressed or imprinted thereon. SECTION 4. The covenants set forth in the Indenture of Trust to be executed in accordance with Section 2 above are hereby approved, shall be deemed to be covenants of the PuBL:68_1 1141 B2763.02 3 Agency and shall be complied with by the Agency and its officers. The Indenture of Trust shall constitute a contract between the Agency and the Owners of the Bonds. SECTION 5. Union Bank, Los Angeles, California, is hereby appointed to act as Trustee for the Bonds and the Finance Director of the Agency, or her written designee, is hereby authorized to enter into an agreement with the Trustee to provide such services to the Agency, The Bond Counsel Agreement is approved and the Finance Director, or her written designee, is authorized to execute the Bond Counsel Agreement. The Authority Purchase Contract, the Under-writer Purchase Contract and the Preliminary Official Statement presented at this meeting are hereby approved and the Chairman is hereby authorized and directed to execute the Authority Purchase Contract and the Underwriter Purchase Contract provided. however, the maximum Underwriter's discount, exclusive of original issue discount, shall not exceed 2.25% of the principal amount of the Bonds and the net interest cost shall not exceed 8.0%. The Chair-man is authorized to execute a final Official Statement in substantially the form of the Preliminary Official Statement which have been presented at this meeting and are hereby approved, with such additions thereto and changes therein as are recommended or approved by Bond Counsel to the Agency and the officer executing the same, with such approval to be conclusively evidenced by the execution and delivery of such documents. The Underwriter is hereby authorized to distribute the Official Statement to purchasers of the Bonds. The Finance Director of the Agency is hereby authorized to sign a certificate pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 relating to the Preliminary Official Statement. SECTION 6. The Agency hereby determines that the Bonds are qualified tax-exempt obligations pursuant to Section 265(b) of the Code and finds that the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the City of San Jacinto and all of its subordinate entities, including the Agency, during the 1993 calendar year does not exceed $10,006. ?UBL:68_1 1141132763.02 4 SECTION 7. Each and every officer of the Agency is authorized to perform his or her services on behalf of the Agency. The Finance Director, or her written designee, is authorized to incur such costs and to contract for all services necessary to effect the issuance of the Bonds. Such services shall include, but not be limited to, printing the Bonds, printing the Preliminary Official Statement and the Official Statement, obtaining legal services, fiscal agent services and any other services deemed appropriate for the issuance of the Bonds (referred to in the Indenture of Trust as "Costs of Issuance") and the payment for said Costs of Issuance shall be approved by the Finance Director. The Finance Director, or her written designee, is authorized to pay for such Costs of Issuance (up to a maximum aggregate amount of $300,000) with Bond proceeds deposited to the Redevelopment Fund established pursuant to the Indenture of Trust without further approval of this Board of Directors. SECTION 8. All actions heretofore taken by officers and agents of the Agency with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Chairman and Secretary and the other officers of the Agency responsible for the fiscal affairs of the Agency are hereby authorized and directed to take any actions and execute and deliver any and all certificates, instruments and documents as are necessary to accomplish the issuance, sale and delivery of the Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the Bonds as described in the Indenture of Trust. In the event that the Chairman is unavailable to sign any document authorized for execution herein, the Chairman may designate the Finance Director to sign such document. Any document authorized herein to be signed by the Secretary may be signed by a duly appointed deputy secretary. PUBL681�141132763.02 5 ADOPTED AND APPROVED this 15th day of June, 1993. REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO By: FhaTi�rnan ATTEST: Secret�ry PUBL:68_1 114 1 B2763.02 6 STATE OF CALIFORNIA SECRETARY'S CERTIFICATE ss. RE ADOPTION OF RESOLUTION COUNTY OF RIVERSIDE 1, Richard Brewer, Secretary of the Redevelopment Agency of the City of San Jacinto, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted by said Agency at an adjourned regular meeting of said Agency held on the 15th day of June, 1993, and that the same was passed and adopted by the following vote to wit: AYES: Agency Members Ford, Leahy, Solorio , Williams , Chairman Hafliger NOES: None ABSENT: None ABSTAIN: None Secretary of Redevelopment Agency of the City of San Jacinto (SEAL) PUEL:68_1 1141 B2763.02 7 STATE OF CALIFORNIA SECRETARY'S CERTIFICATE ss. OF AUTHENTICATION COUNTY OF RIVERSIDE 1. Richard Brewer Secretary of the Redevelopment Agency of the City of San Jacinto, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. RDA _ of said Agency and that said Resolution was adopted at the time and by the vote stated on the above certificate, and has not been amended or repealed. Dated: June 15, 1993 Secretary of Redevelopment Agency of the City of San Jacinto (SEAL) PUBL:68_1 1141132763.02 8 BOND COUNSEL AGREEMENT REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO THIS AGREEMENT, made as of the 15th day of June, 1993, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO (the "Agency"), a public corporation and STRADLING, YOCCA, CARLSON & RAUTH, a Professional Corporation (hereinafter referred to as "Bond Counsel"); R E C I T A L S: A. The Agency desires to issue bonds to construct improvements in conformance with its Redevelopment Plan, San Jacinto Redevelopment Project (the "Bonds"). B, The San Jacinto Finance Authority, a joint exercise of powers authority, desires to assist the Agency by purchasing the Bonds from the Agency and concurrently selling the Bonds to Westhoff-Martin and Associates (the "Underwriter"). C. The Agency desires to retain Bond Counsel to do the necessary legal work hereinafter outlined upon the terms and conditions set forth. NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, the parties hereto agree as follows: I. The Agency employs Bond Counsel to furnish legal services herein set forth and Bond Counsel agrees to furnish said legal services. Bond Counsel agrees to consult with and advise the Agency and the Underwriter of the Bonds as to the best legal method of accomplishing the objectives of the Agency as set forth in the recitals hereof. Bond Counsel will prepare all trust agreements, resolutions, or agreements, and other documents necessary for the issuance and sale of the Bonds. Bond Counsel will issue its legal approving opinion to the purchasers of the Bonds. 2. Our fee for providing the services described herein for the Bonds would be based on the schedule as follows: Amount of Bonds Fee up to $5,000,000 $25,000 in excess of $5.000,000 $25,000 plus 1/10 of I% on the excess over $5,000,000 The fee would be payable following the delivery of the Bonds. Should the contemplated proceedings be abandoned or discontinued at any time and Bonds are not issued, the Agency agrees to pay Bond Counsel a reasonable fee, based on the time expended, multiplied by the hourly rate of each attorney who performed services for all services rendered to that time, plus out-of-pocket expenses as defined below. When Bond Counsel is requested to perform work outside of its services as Bond Counsel, such as drafting and presenting legislation, registration of the Bonds in States other than California (Blue Sky) and litigation, Bond Counsel shall be compensated therefor at the hourly rate of the attorney performing such services; provided, however, there shall be no additional compensation due Bond Counsel under this paragraph without the prior approval of the Agency. In addition to the foregoing, the Agency shall reimburse Bond Counsel for any out-of-pocket expenses incurred by Bond Counsel in the course of this employment, Such as duplication and printing costs, word processing, messenger service, express mail, long-distance PUBL:15401�14 1 B2763.2 2 telephone calls, travel at the request of the Agency, and similar items. An estimate of the costs incurred prior to closing and to be incurred after closing will be billed at the time of closing. 3. The fee schedule hereinabove set forth assumes that the Bonds will be issued within thirty-six (36) months from the date of this Agreement. In the event the Bonds are not issued within that time or if additional series Bonds are issued, Bond Counsel reserves the right to make such modifications to the schedule as the Agency and Bond Counsel agree because of increased costs and the then prevailing fee schedule for Bonds of this type. 4. It is contemplated by the parties that the legal fees for special services to be paid pursuant to this Agreement shall be paid from the proceeds of the Bonds to be issued. IN WITNESS WHEREOF, as of the date first hereinabove written, the Agency have caused this instrument to be executed by their duly authorized officers-, and Bond Counsel has caused this instrument to be executed on its behalf and in its name by an authorized officer of the Corporation. REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO By: Title: President (_7 ATTEST: STRADLING, YOCCA, CARLSON & RAUTH A Professional Corporation By: PUBL:1540_1 114;B2763.2 3