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HomeMy WebLinkAbout2008-05-13 - RESOLUTIONS - 2008 TAX ALLOCATION BONDS (2)RESOLUTION NO. RDA 08-5 A RESOLUTION OF THE CITY OF SANTA CLARITA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF THE AGENCY'S TAX ALLOCATION BONDS, SERIES 2008; APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE, SALE DOCUMENTS, AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Santa Clarita Redevelopment Agency (the "Agency") is authorized pursuant to the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Law"), to incur indebtedness for the purpose of financing certain redevelopment activities within and/or of benefit to its Newhall Redevelopment Project Area (the "Project Area"); and WHEREAS, to provide funds to finance certain public capital improvements benefiting the Project Area, the Agency has determined to issue its (Newhall Redevelopment Project Area) Tax Allocation Bonds, Series 2008 (the "Bonds") pursuant to an Indenture, dated as of June 1, 2008 (the "Indenture"), by and between the Agency and the Trustee; and WHEREAS, it has been proposed that the Bonds be sold on a competitive basis in accordance with the terms and provisions of Official Notice of Sale and Bid Form for the Bonds (the "Sale Documents"), the proposed forms of which have been presented to this Board; and WHEREAS, the Board of the Agency, with the aid of its staff, has reviewed the documentation related to the issuance of the Bonds, which documentation is on file with the Secretary of the Agency. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA DOES RESOLVE AS FOLLOWS: SECTION 1. The Agency hereby authorizes the issuance of the Bonds in total aggregate principal amount not to exceed $35,000,000 in accordance with the Law and the terms and conditions of the Indenture by and between the Agency and the Trustee. SECTION 2. The Agency hereby approves the Indenture in substantially the form on file with the Secretary, together with such revisions, amendments and completions as shall be approved by the Chairperson, the Vice Chairperson, the Executive Director, the Treasurer or the Secretary of the Agency, or any designee of any of them (each, an "Authorized Officer") with the advice of bond counsel to the Agency, such approval to be conclusively evidenced by the execution and delivery thereof by an Authorized Officer. The date, maturity dates, interest rate or rates, interest payment dates, denominations, forms, registration privileges, manner of execution, place or -places of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture, as finally executed. SECTION 3. The Agency hereby approves the Sale Documents in the form thereof on file with the Secretary, together with such additions, deletions or changes therein as shall be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized to execute the final form of the Sale Documents, for and in the name and on behalf of the Commission. Sealed proposals shall be received at the time and place provided for in the Sale Documents. Each Authorized Officer is hereby authorized to accept the best bid, or to reject all bids therefor, in accordance with the terms of the Sale Documents. SECTION 4. The Agency hereby approves the form of Preliminary Official Statement relating to the Bonds. The Authorized Officers, acting for and on behalf of the Agency, are, and each of them is, hereby authorized and directed to approve such changes, insertions and omissions therein as are necessary to enable such Authorized Officer to certify on behalf of the Agency that the approved Preliminary Official Statement is deemed final as of its date except for the omission of information as permitted by Section 240.15c2-12 (b)(1) of Title 17 of the Code of Federal Regulations. The Authorized Officers, acting for and on behalf of the Agency, are, and each of them is, further authorized and directed to cause the Agency to bring the Preliminary Official Statement into the form of a final Official Statement, with such changes therein, however, as such Authorized Officer may approve, such approval to be conclusively evidenced by the execution and delivery of such final Official Statement. SECTION 5. The Agency hereby approves a Continuing Disclosure Agreement in substantially the form on file with the Secretary, together with such additions, deletions or changes therein as shall be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery of such Continuing Disclosure Agreement. SECTION 6. The agreements and documents approved in Sections 2, 3, 4, and 5 of this Resolution shall, when executed and delivered pursuant to said sections, contain such additions and changes (including additions and changes necessary to satisfy the requirements of any provider of a municipal bond insurance policy for the Bonds) as shall have been approved by the Authorized Officers. Each of the Authorized Officers is hereby authorized to determine, in connection with the execution and delivery of the agreements and documents approved in Sections 2, 3, 4 and 5 hereof, the following with respect to the Bonds: (a) the aggregate principal amount of the Bonds, which shall not exceed $35,000,000; (b) the final maturity of the Bonds, which shall be not later than September 1, 2042; and (c) the true interest cost of the Bonds, which shall not exceed six and one-half percent (6.5%). 1 2 SECTION 7. The form of the Notice of Intention to Sell, on file with the Secretary, together with such additions thereto and changes therein as may be approved by an Authorized Officer, is hereby approved, and use of the Notice of Intention to Sell in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Agency, to cause the Notice of Intention to Sell to be published in The Bond Buyer (or such other financial publication generally circulated throughout the State of California or reasonably expected to be disseminated among prospective bidders for the Bonds as an Authorized Officer shall approve 'as being in the best interests of the Agency) and in a newspaper of general circulation with the community, at least 5 days prior to date set for the opening of bids in the Sale Documents with such additions thereto and changes therein as an Authorized Officer may require or approve, such requirement or approval to be conclusively evidenced by such publishing of the Notice of Intention to Sell. SECTION 8. Any one of the Authorized Officers is hereby authorized (but not required), for and in the name and on behalf of the Agency, to procure bond insurance for the Bonds on such terms and conditions as they may approve following consultation with the financial advisor to the Agency. An Authorized Officer is hereby authorized to execute and deliver such commitments or other instruments as they may determine to be necessary or appropriate in connection with such bond insurance, such determination to be conclusively evidenced by the execution and delivery thereof. SECTION 9. The law firm of Fulbnght & Jaworski L.L.P., Los Angeles, California, is hereby retained as Bond Counsel and Disclosure Counsel in connection with the issuance of the Bonds, upon such terns and conditions as shall be approved by the Executive Director or the Treasurer, or their designee. SECTION 10. The Executive Director or the Treasurer is hereby authorized to appoint a trustee for the Bonds pursuant to the Indenture upon such additional terms and conditions as shall be approved by Executive Director or the Treasurer, or their designee. SECTION 11. The firm of C.M. de Crinis & Co., Inc., Sherman Oaks, California, is hereby retained as financial advisor in connection with the issuance of the Bonds, upon such terms and conditions as shall be approved by the Executive Director or the Treasurer, or their designee. SECTION 12. Any one of the Authorized Officers is hereby authorized and directed, jointly and severally, to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper in order to consummate the issuance, sale and delivery of the Bonds and otherwise to effectuate the purposes of this Resolution and the transactions contemplated hereby. SECTION 13. This Resolution shall take effect immediately upon its adoption. 3 PASSED, APPROVED AND ADOPTED this 13th day of May, 2008. ATTEST: SECRETARY STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Sharon L. Dawson, CMC, Secretary of the City of Santa Clarita Redevelopment Agency, do hereby certify that the foregoing Resolution was duly adopted by the Redevelopment Agency of the City of Santa Clarita at a regular meeting thereof, held on the 13th day of May, 2008, by the following vote: AYES- AGENCY MEMBERS NOES: AGENCY MEMBERS ABSENT: AGENCY MEMBERS Weste, Ferry, McLean, Ender, Kellar None None 0 SECRETARY 1 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF REDEVELOPMENT AGENCY RESOLUTION I, Sharon L. Dawson, Secretary of the City of Santa Clarita Redevelopment Agency, do hereby certify that this is a true and correct copy of the original Resolution No. RDA 08-5, adopted by the Redevelopment Agency of the City of Santa Clarita, California on May 13, 2008, which is now on file in my office. Witness my hand and seal of the Redevelopment Agency of the City of Santa Clarita, California, this day of , 20. Sharon L. Dawson, CMC Secretary By Susan Coffman Deputy Secretary