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HomeMy WebLinkAboutPCDC Resolution 2005-12 09/12/2005RESOLUTlOIV 2005-12 PET~4LUMA COMMUNITY DEVELOPMENT COMMISSION RESOLUTION AUTHORIZING THE ISSUANCE AND THE SALE OF NOT TO EXCEED $20,000,000 PRINCIPAL AMOUNT OF PETALUMA COMMUNITY DEVELOPMENT COMMISSION PETALUMA COMMUNITY DEVELOPMENT PROJECT REFUNDING TAX ALLOCATION BONDS, SERIES 2005A; 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, Article 1 1 of Chapter 3 of Division 2 of Title 5 of the Government Code of the State of California authorizes and empowers the Commission to issue bonds in refunding bonds; and, WHEREAS, a redevelopment plan, known as the Redevelopment Plan for the Petaluma Community Development Project (the "Plan"), has been adopted and approved in accordance with the Law; and, WHEREAS, the Plan provides that the Commission is specifically authorized to provide for the financing and refinancing of certain public improvements consistent with the Plan for the Petaluma Community Development Project (the "Project"); and, WHEREAS, the Commission has previously issued its Petaluma Community Development Project Tax Allocation Bonds, Series 1992A pursuant to an indenture, dated as of January 1, 1992 (as supplemented, the "Indenture"); and, PCDC Resolution 2005-12 Page 1 WHEREAS, the Commission has previously issued its Petaluma Community Development Project Tax Allocation Bonds, Series 2000A the "Series 2000A Bonds") pursuant to the Indenture and a first supplemental indenture, dated as of June 1, 2000; and, WHEREAS, the Commission has previously issued its Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2001 A pursuant to the Indenture and a second supplemental indenture, dated as of June l , 2001; and, WHEREAS, the Commission has previously issued its Petaluma Community Development Commission Project Tax Allocation Bonds, Series 2003A pursuant to the Indenture and a third supplemental indenture, dated as of October 1, 2003; and, WHEREAS, the Indenture permits the issuance of Additional Bonds (as defined therein) pursuant to supplemental indentures; 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 not to exceed $20,000,000 aggregate principal amount of its Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A (the "Series 2005A Bonds") for the expected purposes of (i) refunding a portion of the outstanding Series 2000A Bonds (the "Refunded 2000A Bonds"), (ii) satisfying the bond reserve account requirement with respect to the Series 2005A Bonds and (iii) paying the costs of issuing the Series 2005A Bonds; and, WHEREAS, fhere has been presented at this meeting. a form of Fourth Supplemental Indenture providing for the issuance of the Series 2005A 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") for the purchase of the Series 2005A Bonds. NOW, THEREFORE, BE IT RESOLVED by the Petaluma. Community Development Commission, as follows: PCDC Resolution 2005-12 Page 2 Section 1. The Commission will proceed with the issuance and sale of not to exceed $20,000,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A in order to advance refund a portion of the Series 2000A Bonds. The Series 2005A Bonds are authorized to be executed by the manual or facsimile signature of the Chairperson of the Commission and the seal 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 2005A Bonds, when so executed, are authorized to be delivered to the Trustee for authentication. Section 2. The form of Fourth Supplemental Indenture, dated as of October 1, 2005 (the "Fourth Supplemental 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 Fourth Supplemental 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 2005A Bonds shall be as provided in the Fourth Supplemental Indenture as finally executed. Section 3. The form of Purchase Contract relating to the Series 2005 Bonds between the Agency and the Underwriter on file with the Secretary of the Agency 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 Agency, to accept the offer of the Underwriter to purchase the Series 2005A 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 Agency and which are approved by the Chairperson or Vice Chairperson or the Executive Director, in consultation with the Agency'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 2005A Bonds in excess of 5.50`0 or an underwriter's discount in excess of 1.0`0; provided further, that the refunding of the PCDC Resolution 2005-12 Page 3 Refunded 2000A Bonds shall produce a net present value savings at the yield of the Series 2005A Bonds as certified by Kelling, Northcross & Nobriga, a Division of Zions First National Bank (the "Financial Advisor"); provided further, that the Chairperson or Vice Chairperson or the Executive Director is hereby authorized to have the Series 2005A Bonds placed or purchased by other purchasers. Section 4. The principal amount of Series 2005A Bonds to be sold shall be established by the Executive Director or the Treasurer, in consultation with the Financial Advisor, but shall not exceed $20,000,000. Section 5. The Commission authorizes an official statement relating to the Series 2005A 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 2005A Bond proceeds. Section b. 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 2005A Bonds, to obtain bond insurance or a reserve fund surety bond for the Series 2005A 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 2005A Bonds. approval. Section 7. This resolution shall take effect from and after its passage and PCDC Resolution 2005-12 Page 4 Adopted this 12!h day of September, 2005 by the following vote: COMMISSIONER AYE NO ABSENT ABSTAIN Canevaro X Chair Glass X Vice Chair Harris X Healy X Nau X O'Brien X Torliatt X \\ Mike Harris, Vice Chair ; ; ATTEST: APPROVED AS TO FORM: Claire Cooper, Recording Se Lary Richard R. Rudnan, y, General Counsel PCDC Resolution 2005-12 Page 5