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HomeMy WebLinkAboutPCDC Resolution 2011-05 03/07/2011RESOLUTION NO. 201 1 -05 PETALUMA COMMUNITY DEVELOPMENT COMMISSION AUTHORIZING ISSUANCE OF ITS REDEVELOPMENT PROJECT 2011 TAX ALLOCATION BONDS, APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF A FIRST SUPPLEMENTAL INDENTURE OF TRUST RELATING THERETO, AUTHORIZING PRIVATE PLACEMENT OF SUCH BONDS, AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the Petaluma Community Development Commission (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 issue its tax allocation bonds for the purpose of financing and refinancing redevelopment activities with respect to its Redevelopment Project areas (the "Project Areas "); and, WHEREAS, for the purpose of funding redevelopment in the Project Areas, the Agency desires to issue its not to exceed $15,000,000 aggregate principal amount of Petaluma Community Development Commission, Redevelopment Project 2011 Tax Allocation Bonds (the "Bonds ") pursuant to the provisions of a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between U.S. Bank National Association (the "Trustee ") and the Agency (the "First Supplemental Indenture "); and, WHEREAS, the Agency proposes to sell the Bonds to the Petaluma Public Financing Authority (the "Authority ") which will concurrently place the Bonds with JPMorgan Chase Bank, N.A., as purchaser of the Bonds (the "Purchaser "), all on the terms and conditions herein set forth and as provided in the form of a Private Placement Purchase Contract (the "Purchase Contract "), between the Agency, the Authority and the Purchaser; and, WHEREAS, the Agency wishes at this time to approve the foregoing in the public interests of the Agency. NOW, THEREFORE, BE IT RESOLVED by the Petaluma Community Development Commission as follows: Section 1. Issuance the Bonds; Approval of the First Supplemental Indenture The Agency hereby authorizes the issuance of the Bonds under and pursuant to the Law and the First Supplemental Indenture, in the aggregate principal amount of not to exceed $15,000,000. The Agency hereby approves the preparation of a First Supplemental Indenture, in conformance with the terms of that certain Indenture of Trust, dated as of April 1, 2007, between the Agency and the Trustee, including provisions therein deemed necessary or advisable by the Executive Director, including, without limitation, the addition to the First Supplemental Indenture of the final interest rates payable on the Bonds and the final principal amount and annual maturities of the Bonds, as contained in the Purchase Contract hereinafter approved, and execution of the First Supplemental Indenture shall be deemed conclusive evidence of the Agency's approval of such additions or changes. The Chair and Secretary of the Agency are hereby authorized and directed to execute, attest and affix the seal of the Agency to the First Supplemental Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the First Supplemental Indenture. PCDC Resolution No. 2011 -05 Page 1 Section 2. Private Placement of Bonds The Agency hereby authorizes the private placement of the Bonds to the Authority for concurrent resale by the Authority to the Purchaser pursuant to and in accordance with the Purchase Contract, in the form customary for similar transactions, together with any additions thereto or changes therein approved by either the Chair or the Executive Director (or the written designee of either), whose execution thereof shall be conclusive evidence of such approval. The Agency hereby delegates to both the Chair and the Executive Director (and to the written designee of either) the authority to accept an offer from the Purchaser to purchase the Bonds from the Authority, and to execute the Purchase Contract for and in the name and on behalf of the Agency; provided, however, (i) that the true interest cost payable on the Bonds shall not exceed seven and one -half percent (7.5 %), (ii) the purchase price paid by the Purchaser for the purchase of Bonds shall be not less than ninety - nine percent (99 %) of the par amount thereof, excluding any original issue discount on the Bonds; and (iii) the private placement fee to be paid to Piper Jaffray & Co. shall not exceed $75,000. Section 3. Official Action All actions heretofore taken by the officers and agents of the Agency with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Chair, the Executive Director, Secretary, the Treasurer and the General Counsel of the Agency and any and all other officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions (including, but not limited to, requisitions for payment of costs of issuance of the Bonds), 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 sale, issuance and delivery of the Bonds to the Authority and the Purchaser. In addition, the Executive Director may direct that the form of the Bonds be in the form of a loan, rather than a bond, if necessary, so long as the limitations contained in this resolution are complied with. Section 4. Effective Date This resolution shall take effect from and after the date of approval and adoption thereof. ADOPTED this 7th day of March, 2011 by the following vote: Commissioner Aye No Absent Abstain Albertson X Barrett X Chair Glass X Harris X Vice Chair Healy X Kearney X 1 Ren6e X David Glass, Chair PCDC Resolution No. 2011 -05 Page 2 ATTEST: Claire Cooper, CMC, Recording S&retary APPROVEDA - &;rO FORM: Eric W. Danly, C�neral Counsel PCDC Resolution No. 2011 -05 Page 3