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HomeMy WebLinkAboutPCDC Resolution 00-14 09/05/2000 ' 26084-02 WHM:aea 9/7/00 RESOLUTION NO. 00-14 RESOLUTION OF THE PETALUIVIA COIVIIVIUNITY DEVELOPIVIENT COIVIIVIISSION AUTHORIZING THE ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING BONDS RELATING TO THE REFUNDING OF BONDS ISSUED FOR THE PE~ALUIVIA CENTRAL BUSINESS DISTRICT PROJECT AND APPROVING RELATED DOCUIVIENTS AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, the Petaluma Community Development Commission (the "Commission") is a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law"); and WHEREAS, the Redevelopment Plan for the Petaluma Central Business District Project, in the City of Petaluma (the "City"), has been adopted in compliance with all requirements of the Redevelopment Law; and WHEREAS, the Commission issued its Petaluma Community Development Commission Tax Allocation Bonds, Issue of 1984, Series A, on May 15, 1985, in the original principal amount of $1,075,000 (the "1984 Bonds"); and WHEREAS, the Commission has determined that interest savings will be realized if the 1984 Bonds are refunded; and WHEREAS, the Commission wishes at this time to issue its Petaluma Community Development Commission, Petaluma Central Business District Project, Tax Allocation Refunding Bonds, Series 2000B (the "Bonds") pursuant to the Redevelopment Law and an Indenture of Trust, dated as of October 1, 2000, by and between the Commission and Union Bank of California, as Trustee (the "Indenture"), for the purposes of providing funds to refund the Commission's 1984 Bonds; and WHEREAS, the Comrrdssion proposes to sell the Bonds to an underwriter (the "Underwriter") to be selected by ?he Treasurer of the Commission and upon the advice of Kelling, Northcross & Nobriga, as financial advisor to the Commission (the "Financial Advisor"), all on the terms and conditions herein set north and as provided in the form of a Purchase Contract (the "Purchase Contract") on file with the Secretary of the Commission; and WHEREAS, the Commission wishes at this time to authorize the issuance of the Bonds and authorize and direct the sale thereof; NOW, THEREFORE, BE IT RESOLVED by the Petaluma Community Development Commission as follows: Reso. 00-14 Section 1. Issuance of Bonds; Approval of Indenture. The Commission hereby authorizes the issuance of the Bonds in the aggregate principal amount of not to exceed $1,100,000. The Bonds shall be issued pursuant to the Indenture. The Commission hereby approves the Indenture in substantially the form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director or the Treasurer (each, an "Authorized Officer"), whose execution thereof shall be conclusive evidence of such approval, including, without limitation, the addition to the Indenture of the final interest rates as contained in the Purchase Contract hereinafter approved. An Authorized Officer is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Commission to, the final form of the Indenture for and on behalf of the Commission. Section 2. Sale of Bonds. The Commission hereby authorizes the sale of the Bonds to the Underwriter pursuant to and in accordance with the Purchase Contract, in substantially the form on file with the Secretary, together with any additions thereto or changes therein approved by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. The Bonds shall be sold pursuant to a bidding process conducted by the Financial Advisor. Bids for the Bonds shall be received on September 26, 2000, at 10:00 a.m. (Pacific Time) and/or on such later date or dates and time or times as the Treasurer or her designee shall determine. The Bonds shall be awarded to the bidder who submits the bid for the Bonds which results in the lowest true interest cost to the Commission and which is otherwise acceptable to the Treasurer of the Commission or her designee. The Treasurer or her designee is hereby authorized to award the Bonds to the bidder as so determined. The Commission hereby delegates to the Treasurer the authority to accept an offer from the Underwriter to purchase the Bonds from the Authority and to execute the Purchase Contract for and in the name and on behalf of the Commission; provided, however, that the net savings to the Commission by refunding the 1984 Bonds shall be at least $50,000. Section 3. Approval of Escrow Deposit and Trust Agreement. The Commission hereby approves the Escrow Deposit and Trust Agreement, between the Commission and U.S. Bank Trust National Association, as Fiscal Agent for the 1984 Bonds, in substantially the form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. An Authorized Officer is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Commission to, the final form of the Escrow Deposit and Trust Agreement. for and on behalf of the Commission. Section 4. Official Statement. The Commission hereby approves and authorizes an Authorized Officer to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, a preliminary form of Official Statement describing the Bonds. Distribution of such preliminary Official Statement by the Financial Advisor to prospective purchasers of the Bonds is hereby approved. An Authorized Officer is hereby authorized to execute the final form of the Official Statement, as it may be modified by such additions thereto and changes therein as an Authorized Officer shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by an Authorized Officer shall be conclusive evidence of the approval of any such additions and changes. The final Official Reso. 00-14 Statement shall be executed in the name and on behalf of the Commission by an Authorized Officer. Section 5. ®fficial Actions; Amendment of Contracts. All actions heretofore taken by the officers and agents of the Commission with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Chair, the Executive Director, the Treasurer, the Secretary and any and all other officers of the Commission are hereby authorized and directed, for and in the name and on behalf of the Commission, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions described herein. The Treasurer is hereby authorized and directed to execute amendments to existing contracts with Seifel Associates, the Financial Advisor and Jones Hall, in the forms on file with the Treasurer, to provide tax allocation bond advisory services, financial advisory services and bond counsel services, respectively , in connection with the sale and issuance of the Bonds. Section 6. Ef3Fective Date. This resolution shall take effect from and after the date of approval and adoption thereof. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Petaluma Community Development Commission at a regular meeting held on the 5~' day of September, 2000 by the following vote: Commissioner Ayes No Absent Healy X Cader-Thompson X Keller X Maguire X Hamilton X Chairman Thompson X Vice Chair Torliatt X ! ` (ice(/J/~ v~~ Pamela Torliatt; Vice Chairman Attest: i~""~ Approved as~ Form: ~ Beverly Kli ecor ' g Secretary Rich, rd Rudnansky, City A, or~ey Reso. 00-14