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HomeMy WebLinkAboutRES RDA 2010 234 2010 1020RESOLUTION NO. 2010 -234 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF 2010 TAX ALLOCATION REFUNDING BONDS AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the Redevelopment Agency of the City of Moorpark (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 Moorpark Redevelopment Project (the "Redevelopment Project "); and WHEREAS, for the purpose of providing funds to finance redevelopment activities with respect to the Redevelopment Project, the Agency has previously issued its Redevelopment Agency of the City of Moorpark (Moorpark Redevelopment Project) 1999 Tax Allocation Refunding Bonds, in the aggregate principal amount of $9,860,000 (the "1999 Bonds ") pursuant to an Indenture of Trust, dated as of May 1, 1999 (the "Original Indenture "), by and between the Agency and BNY Western Trust Company, as trustee (the "Trustee "); and WHEREAS, in order to finance redevelopment activities with respect to the Redevelopment Project, the Agency has heretofore issued its (i) $11,625,000 aggregate principal amount of Moorpark Redevelopment Project 2001 Tax Allocation Bonds (the "2001 Bonds ") pursuant to a First Supplemental Indenture of Trust dated as of December 1, 2001 (the "2001 Supplemental Indenture ") and (ii) $11,695,000 aggregate principal amount of Moorpark Redevelopment Project 2006 Tax Allocation Bonds (the "2006 Bonds" and together with the 2001 Bonds, the "Prior Bonds ") pursuant to a Second Supplemental Indenture of Trust dated as of December 1, 2006 (the "2006 Supplemental Indenture" and together with the Original Indenture and the 2001 Supplemental Indenture, the "Indenture "); and WHEREAS, the 1999 Bonds and the Prior Bonds are payable from Tax Revenues (as defined in the Original Indenture); and WHEREAS, the Agency now desires to issue bonds payable from Tax Revenues (as defined in the Indenture) on parity with the Prior Bonds in order to refinance the 1999 Bonds, which refinancing will result in an interest savings for the Agency, and to that end has determined to issue its not to exceed $5,125,000 aggregate principal amount of Redevelopment Agency of the City of Moorpark, Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds (the "Bonds ") pursuant to the Indenture and a Third Supplemental Indenture of Trust expected to dated as of November 1, 2010 (the "Third Supplemental Indenture ") between the Agency and the Trustee; and Resolution No. 2010 -234 Page 2 WHEREAS, the Agency proposes to sell the Bonds to the Moorpark Public Financing Authority (the "Authority ") which will concurrently sell the Bonds to Piper Jaffray & Co., Inc., as purchaser of the Bonds (the "Underwriter "), all on the terms and conditions herein set forth and as provided in the form of a Purchase Contract relating to the Bonds (the "Purchase Contract ") on file with the Secretary; and WHEREAS, the Agency has caused to be prepared an Official Statement describing the Bonds, the preliminary form of which is on file with the Secretary (the "Official Statement "); and WHEREAS, the Agency has reviewed the Third Supplemental Indenture, the Purchase Contract and the Official Statement, and the Agency wishes at this time to approve the foregoing in the public interests of the Agency; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Law, and the Agency now desires to authorize the issuance of the Bonds, as provided herein. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Issuance of the Bonds; Approval of the Third Supplement. The Agency hereby authorizes the issuance of the Bonds in the initial principal amount of not to exceed $5,125,000 pursuant to the Indenture and the Third Supplemental Indenture. The Agency hereby approves the Third Supplemental Indenture in form on file with the Secretary, together with such additions thereto and changes therein as the Chair, the Executive Director or the Treasurer shall deem necessary, desirable or appropriate, and the execution thereof by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Chair, the Executive Director or the Treasurer is each hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest the final form of the Third Supplemental Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Third Supplemental Indenture as so executed, and hereby ratifies and confirms the provisions of the Original Indenture and supplements thereto. SECTION 2. Sale of the Bonds. The Agency hereby approves the Purchase Contract by and among the Authority, Piper Jaffray & Co., Inc., as underwriter, and the Agency, in the form on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, and the execution thereof by the Chair, the Executive Director or the Treasurer shall be conclusive evidence of the approval of any such additions and changes. The Chair, the Executive Director or the Treasurer is each hereby authorized and directed to execute and deliver the final form of the Purchase Contract for and in the name and on behalf of the Agency. The Agency hereby approves the sale of the Bonds to the Authority, and the resale by the Authority of the Bonds to the Underwriter, Resolution No. 2010 -234 Page 3 pursuant to the Purchase Contract, so long as the Underwriter's discount, excluding original issue discount which does not constitute compensation to the Underwriter, with respect to the Bonds does not exceed 1.00 %, the net interest cost of the Bonds does not exceed 4.15 %, and the principal amount of the Bonds is not in excess of the amount approved above. SECTION 3. Official Statement. The Agency hereby authorizes the Chair, the Executive Director or the Treasurer to approve and deem final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, except for permitted omissions, a form of Official Statement describing the Bonds in the preliminary form on file with the Secretary, together with such changes thereto as the Executive Director may approve, including changes necessary to reflect the proper terms of the Bonds. Distribution of such preliminary Official Statement by the Underwriter to prospective purchasers of the Bonds is hereby approved. The Chair, the Executive Director or the Treasurer are each hereby authorized to deem the Preliminary Official Statement final for purposes of the federal securities laws, and to so deem final and to execute the final form of the Official Statement, including as it may be modified by such additions thereto and changes therein as the Chair, the Executive Director or the Treasurer shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Chair, the Executive Director or the Treasurer shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name of and on behalf of the Agency by the Chair, the Executive Director or the Treasurer. SECTION 4. Delivery of the Bonds. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds in accordance with the provisions of the Indenture by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the purchaser thereof upon the instruction of the Authority in accordance with written instructions executed on behalf of the Agency by the Chair, the Executive Director or the Treasurer, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Authority or as otherwise directed by the Authority in accordance with the Purchase Contract upon payment of the purchase price therefor. SECTION 5. Continuing Disclosure Certificate. The Continuing Disclosure Certificate, in the form shown as an appendix to the Official Statement, is hereby approved. The Chair, the Executive Director or the Treasurer are each hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver the Continuing Disclosure Certificate in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive Director, the approval of such changes to be conclusively evidenced by the execution and delivery by the Chair, the Executive Director or the Treasurer of the Continuing Disclosure Certificate. Resolution No. 2010 -234 Page 4 SECTION 6. Financial Advisor. The firm of Urban Futures Incorporated is hereby designated as Financial Advisor to the Agency with respect to the Bonds, and, as to continuing disclosure obligations, as the initial dissemination agent and disclosure agent with respect to the Bonds. The Executive Director or Treasurer is hereby authorized to execute an agreement with such firm as the Executive Director or Treasurer deems appropriate with said firm for its services related to the Bonds. SECTION 7. Bond Counsel and Disclosure Counsel. The firm of Jones Hall, a Professional Law Corporation is hereby designated as Bond Counsel and as Disclosure Counsel to the Agency with respect to the Bonds. The Executive Director or Treasurer is hereby authorized to execute an agreement with such firm as the Executive Director or Treasurer deems appropriate with said firm for its services related to the Bonds. SECTION 8. Official Actions. 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, the Treasurer and the Secretary 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, 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 refinancing of the 1999 Bonds and the lawful issuance and sale of the Bonds. Whenever in this resolution any officer of the Agency is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. SECTION 9. The Agency Secretary shall certify to the adoption of this resolution, which shall take effect immediately upon its adoption, and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 20th day of October, 2010. Janie S. Parvin, Chair ATTEST: Maureen Benson, Assistant Secretary .{; ESTABUSHED WACH 18, IN7 �y ..IF �. c c;p Resolution No. 2010 -234 Page 5 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss. CITY OF MOORPARK ) I, Maureen Benson, Assistant Secretary of the Redevelopment Agency of the City of Moorpark, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 2010 -234 was adopted by the Redevelopment Agency of the City of Moorpark at a special meeting held on the 20th day of October, 2010, and that the same was adopted by the following vote: AYES: Agency Members Mikos, Millhouse, Pollock, Van Dam, and Chair Parvin NOES: None ABSENT: None ABSTAIN: None WITNESS my hand and the official seal of said City this 3rd day of November, 2010. Maureen Benson, Assistant Secretary (seal) /fi r ' 41 N �► MAWN4687 ED ,fit IF Of