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HomeMy WebLinkAboutPCDC Resolution 2007-05 03/19/2007RESOLUTION NO. 2007-05 PETALUMA COMMUNITY DEVELOPMENT COMMISSION RESOLUTION AUTHORIZING THE ISSUANCE AND THE SALE OF NOT TO EXCEED $34,000,000 PRINCIPAL AMOUNT OF PETALUMA COMMUNITY DEVELOPMENT COMMISSION MERGED PROJECT AREA, SUBORDINATE TAX ALLOCATION BONDS, SERIES 2007; AUTHORIZING THE PREPARATION OF A PURCHASE CONTRACT RELATING THE PURCHASE OF SUCH BONDS ON CERTAIN TERMS AND CONDITIONS THERETO; APPROVING PREPARATION AND DISTRIBUTION OF THE OFFICIAL STATEMENT, AUTHORIZING CERTAIN OTHER OFFICIAL ACTION IN CONNECTION THEREWITH AND MAKING BENEFIT FINDINGS WHEREAS, the Petaluma Community Development Commission (the "Commission") 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 Section 33000 and following of the Health and Safety Code of the State of California (the "Law"), and the powers of the Commission include the power to issue bonds for any of its corporate purposes; and, WHEREAS, a redevelopment plan (the "CBD Plan") for a redevelopment project area designated as "Petaluma Central Business District Redevelopment Project" has been adopted and approved in accordance with the Law; and, WHEREAS, a redevelopment plan (the "PCD Plan" and, together with the CBD Plan, the "Plans") for a redevelopment project area designated as the "Petaluma Community Development Project" (and together with the Petaluma Central Business District, the "Project Areas") has been adopted and approved in accordance with the Law; and, WHEREAS, on September 18, 2006, the City Council adopted Ordinance Nos. 2251 N.C.S. and 2252 N.C.S. amending the redevelopment plans for the Petaluma Community Development Project and the Petaluma Central Business District Project, respectively, to fiscally merge the two Project Areas; and, WHEREAS, the Plans provide that the Cammission is specifically authorized to provide for the financing and refinancing of certain public and other improvements consistent with the respective Plans for the Project Areas (collectively, the "Projects"); and, WHEREAS, the Commission has previously issued .its Petaluma Community Development Commission Petaluma Central Business District Project, Tax Allocation Refunding Bonds, Series 20008 (the "2000 Bonds"), pursuant to an indenture, dated as of October 1, 2000, between the Commission and Union Bank of California, N.A. (the "2000 Trustee"), for the purpose of financing portions of the Petaluma Central Business District Project; and, WHEREAS, the Commission desires to issue bonds to (i) finance certain improvements and (ii) reduce effective interest rate cost of its debt; and, WHEREAS, the Commission has been advised that a favorable interest rate market would make it possible for the Commission to demonstrably reduce the effective interest rate costs on its debt by the issuance of bonds; and, WHEREAS, the Commission has determined to issue riot to exceed $34,000,000 aggregate principal amount of its Merged Project Area, Subordinate Tax Allocation Bonds, Series 2007 (the "Series 2007 Bonds") for the expected purposes of (i) financing and refinancing the Projects, (ii) refunding the outstanding 2000 Bonds, (iii) satisfying the bond reserve account PCDC Resolution 2007-OS Page 1 requirement with respect to the Series 2007 Bonds and (iv) paying the costs of issuing the Series 2007 Bonds; and, WHEREAS, there has been presented at this meeting a form of Indenture providing for the issuance of the Series 2007 Bonds; and, WHEREAS, the Commission has determined that it is desirable sell the bonds by a negotiated sale and to enter into a purchase contract with Banc of America Securities LLC (the "Underwriter") and the Petaluma Public Financing Authority (the "Authority") for the purchase of the Series 2007 Bonds. NOW, THEREFORE, BE 1T RESOLVED by the Petaluma Community .Development Commission, as follows: Section 1. The issuance and sale of not to exceed $34,000,000 aggregate principal amount of Petaluma Community Development Commission Merged Project Area, Subordinate Tax Allocation Bonds, Series 2007 in order to refund the 2000 Bonds and finance the Projects is hereby authorized. The Series 2007 Bonds are authorized to be executed by the manual or facsimile signature of the Chairperson of the Commission and the sedl of the Commission is authorized to be affixed or imprinted thereon and attested by the manual or facsimile signature of the Secretary of the Commission. The seal of the Commission may be produced in facsimile form. The Series 2007 Bonds, when so executed, are authorized to be delivered to the Trustee for authentication. Section 2. The form of Indenture, dated as of March 1, 2007 (the "Indenture"), presented at this meeting, is hereby approved, and the Chairperson or Vice Chairperson or the Executive Director and the Secretary are hereby authorized and directed, for and in the name of and on behalf of the Commission, to execute, acknowledge and deliver 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. The date, maturity date or dates, interest rate or rates, interest payment dates, terms of redemption and other terms of the Series 2007 Bonds shall be as provided in the Indenture as finally executed. Section 3. The form of Escrow Agreement, dated as of March 1, 2007 (the "Escrow Agreement"), presented at this meeting, is hereby approved, and the Chairperson or Vice Chairperson or the Executive Director or the Treasurer are hereby authorized and directed, for and in the name of and on behalf of the Commission, to execute, acknowledge and deliver the Escrow Agreement 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 4. The form of Purchase Contract relating to the Series 2007 Bonds among the Commission, the Authority and the Underwriter on file with the Secretary of the Commission and incorporated into this Resolution by reference (the "Purchase Contract") is hereby approved. The Chairperson or Vice Chairperson or the Executive Director and the Secretary is hereby authorized and directed, for and in the name and on behalf of the Commission, to accept the offer of the Underwriter to purchase the Series 2007 Bonds as reflected in the Purchase Contract and to execute and deliver the Purchase Contract in substantially the form on file with the Secretary and presented to this meeting, with such additions thereto or changes or insertions that hereafter become necessary in the interest of the. Commission and which are approved by the Chairperson or Vice Chairperson or the Executive Director, in consultation with the Commission's bond counsel, such approval to be conclusively evidenced by the execution and delivery of the Purchase Contract; provided, however, that such additions, changes or insertions in the Purchase Contract shall not specify a true interest cost of the Series 2007 Bonds in excess of 5.00% or an underwriter's discount in excess of 0.75%; PCDC Resolution 2007-OS Page 2 provided further, that the Chairperson or Vice Chairperson or the Executive Director is hereby authorized to have the Series 2007 Bonds placed or purchased by other purchasers. Section 5. The principal amount of Series 2007 Bonds to be sold shall be established by the Executive Director or the Treasurer, in consultation with Bartle Wells Associates (the "Financial Advisor"), but shall not exceed $34,000,000. Section b. The Commission authorizes an official statement relating to the Series 2007 Bonds to be prepared by Jones Hall, A Professional Law Corporation, as Underwriter's counsel. Said official statement shall be substantially in the form presented to this meeting, with such changes, additions and completions therein as the Executive Director or the Treasurer or the designee or either may approve with the advice of counsel. When the form of said official statement have been approved by the Executive Director or the Treasurer or the designee or either, the Executive Director or the Treasurer or the designee of either may authorize the distribution of said official statement, the cost of printing and mailing said official statement to be borne by the Commission but reimbursable from Series 2007 Bond proceeds. Section 7. The Chairman, the Executive Director, the Treasurer, the Secretary and the Commission General Counsel are each hereby authorized and directed in the name and on behalf of the Commission to take any and all steps and to issue and deliver any and all certificates, requisitions, agreements, notices, consents; including, but not limited to, an escrow agreement, a tax certificate, a continuing disclosure certificate, and other documents, which they are any of them might deem necessary or appropriate in order to obtain credit ratings for the Series 2007 Bonds, to obtain bond insurance or a reserve fund surety bond for the Series 2007 Bonds if such insurance or reserve fund surety bond is deemed to be in the financial interest of the Commission as determined by the Executive Director or the Treasurer or the designee of either in consultation with the Financial Advisor, and to consummate the lawful issuance, sale and delivery of said Series 2007 Bonds. ADOPTED this 19th day of March, 2007, by the following vote: Commissioner Aye No Absent Abstain Barrett X Freitas X Harris X Vice Chair Nau X O'Brien X Rabbitt Chair Torliatt X - ~,~jj~ / G ~ Pam~lo Torliatt, Chair. _ . ,'~ ATTEST: APPROVED A.S TQ-Fn{2M: Claire Cooper, Recording Se tary Eric Danly, Gene al Counsel PCDC Resolution 2007-05 Page 3 EXHIBIT A Projects Funded by Series 2007 Bonds Projects include financing certain private and/or public improvements consistent with the redevelopment plan for the Petaluma Central Business District Redevelopment Project and the redevelopment plan for the Petaluma Community Development Project, including, but not limited to, general street and road repair and improvements (including street lights), improvements to underground utilities, landscaping, depot improvements, improvements related to grant programs, improvements to governmental and safety structures, improvements for private development, and related programs and improvements. PCDC Resolution 2007-05 Page 4