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HomeMy WebLinkAboutPCDC Resolution 2001-005 05/07/2001 1 ~ Resolution No. 2001-005 of the Petaluma Community Development Commission RESOLUTION AUTHORIZING THE ISSUANCE AND THE SALE OF NOT TO EXCEED $5,000,000 PRINCIPAL AMOUNT OF PETALUMA COMMUNITY DEVELOPMENT COMMISSION COMMUNITY DEVELOPIVIENT PROJECT REFUNDING TAX ALLOCATION BONDS, SERIES 2001 A; AUTHORIZING THE FINANCIAL ADVISOR TO OBTAIN PROPOSALS FROM UNDERWRITERS FOR THE PURCHASE OF SUCH BONDS ON CERTAIN TERMS AND CONDITIONS AND THE PREPARATION OF A PURCHASE CONTRACT RELATING THERETO; APPROVING PREPARATION AND DISTRIBUTION OF THE OFFICIAL STATEMENT AND AUTHORIZING CERTAIN OTHER OFFICIAL ACTION IN CONNECTION THEREWITH 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, 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 Law 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 (the "Series 1992A Bonds") pursuant to an indenture, dated as of January 1, 1992 (the "Indenture"); and 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 (the "First Supplemental Indenture"); 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 $5,000,000 aggregate principal amount of its Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2001A (the "Series 2001A Bonds") for the purposes of (i) refunding the outstanding Series 1992A Bonds, (ii) funding a bond reserve fund and (iii) paying the costs of issuing the Series 2001A Bonds; and RESO. O1-OS PAGE 1 OF 3 .i WHEREAS, there has been presented at this meeting a form of Second Supplemental Indenture providing for the issuance of the Series 2001A 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 an underwriter for the purchase of the Series 2001A Bonds; NOW, TI~EREFORE, BE IT RESOLVED by the Petaluma Community Development Commission, as follows: Section 1. The Commission will proceed with the issuance and sale of not to exceed $5,000,000 aggregate principal amount of Petaluma Community Development Commission Community Development Project Refunding Tax Allocation Bonds, Series 2001A (the "Series 2001A Bonds"), in order to refund the outstanding Series 1992A Bonds. The Series 2001A Bonds are authorized to be executed by the manual or facsimile signature of the Chair 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 2001A Bonds, when so executed, are authorized to be delivered to the Trustee for authentication. Section 2. The form of Second Supplemental Indenture, dated as of March 1, 2001 (the "Second Supplemental Indenture"), presented at this meeting, is hereby approved, and the Chair or Vice Chair or the Executive Director and the Secretary are hereby authorized acid directed, for and in the name of and on behalf of the Commission, to execute, acknowledge and deliver the Second 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 Bonds shall be as provided in the Second Supplemental Indenture as finally executed. Section 3. The financial advisor of the Commission, Kelling, Northcross & Nobriga (the "Financial Advisor"), will receive proposals for the purchase of the Series 2001A Bonds, and the Executive Director or the Treasurer or the designee of either are hereby authorized and directed to select the underwriter with the proposal that provides the lowest true interest cost for the Series 2001A Bonds. Section 4. The Executive Director or the Treasurer or the designee of either are hereby authorized to negotiate in consultation with the Financial Advisor and Bond Counsel, execute and deliver a bond purchase contract between the Commission and the underwriter selected pursuant to Section 3; provided that the true interest cost of the Series 2001A Bonds shall not be in excess of 6% per annum. Section 5. The principal amount of Series 2001A Bonds to be sold shall be established by the Executive Director or the Treasurer, in consultation with the Financial Advisor, but shall not exceed $5,000,000. Section 6. The Commission authorizes an official statement relating to the Series 2001A Bonds to be prepared by the Financial Advisor. 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 has been approved by the Executive Director or the Treasurer or the designee or either, the Executive Director or the Treasurer or the RESO.2001-OS PAGE 2 designee of either may authorize the distribution of said official statement by the underwriter, the cost of printing and mailing said official statement to be borne by the Commission but reimburseable from 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, and other documents, which they are any of them might deem necessary or appropriate in order to obtain credit ratings for the Series 2001A Bonds, to obtain bond insurance for the Series 2001A Bonds if such insurance 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 2001A Bonds. Section 8. Orrick, Herrington & Sutcliffe LLP, as bond counsel to the Commission, is hereby authorized, on behalf of the Commission, to file subscriptions for State and Local Government Securities as are required in connection. with the refunding of the Series 1992A Bonds. Section 9. This resolution shall take effect from and after its passage and approval. Adopted this 7r~' day of May, 2001, by the following vote: Commisioner Ayes Noes Absent Abstain O'Brien X Healy X Torliatt X Maguire X Moynihan X Vice Chair Cader-Thompson X Chairman Thompson X E. a Thompson, Chairman ATTEST: Paulette Lyon, Deputy ~ y Clerk Resolution 2001-OS PAGE 3