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HomeMy WebLinkAboutReso RDA 03-2006 RESOLUTION NO. 03-2006 REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF TAX ALLOCATION BONDS, AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS, AND APPROVING ACTIONS IN CONNECTION THEREWITH WHEREAS, the Redevelopment Agency of the City of South San Francisco (the "Agency") has adopted redeveloPlnent plans for the Gateway, EI Camino Corridor, Downtown/Central and U.S. Steel/Shearwater Project Areas (the "Constituent Project Areas") under Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law"); and WHEREAS, the Redeveloplnent Law, and particularly Chapter 6 thereof, authorizes redevelopment agencies to incur indebtedness for any of their corporate purposes; and WHEREAS, in order to finance various redeveloplnent projects in the Downtown/Central Redeveloplnent Project Area, the Agency issued its $11,590,000 aggregate principal amount of Redevelopment Agency of the City of South San Francisco Downtown/Central Redevelopment Project 1997 Tax Allocation Bonds (the "1997 Downtown/Central Bonds"); and WHEREAS, in order to finance various redevelopment projects in the Gateway Redeveloplnent Project Area, the Agency issued its $28,045,000 aggregate principal mnount of Redevelopment Agency of the City of South San Francisco 1999 Tax Allocation Bonds, Series A (Gateway Redevelopment Project) (the "1999 Gateway Bonds"); and WHEREAS, the City of South San Francisco CapitallInprovements Financing Authority (the "Authority") issued its 1999 Revenue Bonds, Series A (South San Francisco Redevelopment Projects) in the aggregate principal amount of $31,720,000 (the "1999 Authority Bonds") pursuant to an Indenture of Trust (the "1999 Authority Indenture"), dated as of February 1, 1999, between the Authority and The Bank of New York Trust COlnpany, N.A., as successor to U.S. Bank National Association (the "1999 Trustee"); and WHEREAS, $28,045,000 of the proceeds of the 1999 Authority Bonds were used to purchase the 1999 Gateway Bonds, and $3,675,000 of the proceeds of the 1999 Authority Bonds were used to purchase the Agency's $3,675,000 1999 Tax Allocation Bonds, Series B (Housing Set-Aside Tax Revenues) (the "1999 Housing Set-Aside Bonds"); and WHEREAS, attached as Exhibit B to the 1999 Authority Indenture is the mnortization schedule for the 1999 Gateway Bonds and the 1999 Housing Set-Aside Bonds, and the 1999 Authority Bonds shown as maturing (or subject to mandatory redelnption) under the colulnn "Gateway Bonds" in said Exhibit B are referred to herein as the "Refunded 1999 Authority Bonds"; and WHEREAS, the Agency has determined to refund and defease the 1997 Downtown/Central Bonds and the 1999 Gateway Bonds, but not the 1999 Housing Set-Aside Bonds; and WHEREAS, the refunding and defeasance of the 1999 Gateway Bonds will refund and defease the Refunded 1999 Authority Bonds; and WHEREAS, the 1999 Gateway Bonds and the Refunded 1999 Authority Bonds are referred to herein as the "Prior Gateway Bonds", and the Prior Gateway Bonds and the 1997 Downtown/Central Bonds are referred to herein as the "Prior Bonds"; and WHEREAS, effective June 30, 2005, the Agency caused the Constituent Project Areas to be fiscally lnerged, as pennitted by the Redeveloplnent Law, such areas, subsequent to such fiscallnerger, being referred to herein as the "Merged Project Area"; WHEREAS, the Agency hereby finds and declares that it is necessary, essential and a public purpose for the Agency to issue tax allocation bonds of the Agency (the "Bonds", as herein defined) to refund the Prior Bonds, and to finance various redeveloplnent activities in the Merged Project Area in the City of South San Francisco (the "City"), and has detennined to borrow lnoney for such purpose by the issuance of tax allocation bonds, as authorized by the Redeveloplnent Law; and WHEREAS, Jones Hall, A Professional Law Corporation, as disclosure counsel to the Agency, has caused to be prepared a fonn of the Official Statelnent for the Series A Bonds (the "Official Statelnent"), the fonn of which is on file with the Secretary; and WHEREAS, the Agency, with the aid of its staff, has reviewed the Official Statelnent, and the Agency wishes at this time to approve such documents in the public interests of the Agency; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been perfonned precedent to and in the issuance of the Series A Bonds as contelnplated by this resolution and the doculnents referred to herein exist, have happened and have been perfonned in due tilne, form and lnanner as required by the laws of the State of California, including the Redeveloplnent Law. NOW, THEREFORE, BE IT RESOLVED by the Redeveloplnent Agency of the City of South San Francisco as follows: 1. Recitals True and Correct. The Agency hereby finds and declares that the above recitals are true and correct. 2. Approval of Issuance of Bonds. Pursuant to the Redeveloplnent Law and the Indenture (as defined in Section 3), bonds of the Agency, designated as "Redeveloplnent Agency of the City of South San Francisco Merged Redeveloplnent Project Tax Allocation Revenue Bonds, Series 2006A (the "Series A Bonds") are hereby authorized to be issued, so long as the aggregate principal mnount of the Series A Bonds does not exceed $80,000,000. 3. Approval of Indenture of Trust. The Indenture of Trust (the "Indenture") pursuant to which the Series A Bonds are to be issued, between the Agency and The Bank of New York Trust Company, N.A., as trustee (the "Trustee") in the fonn presented to this meeting, is hereby approved. The Chair and the Executive Director (the "Designated Officers") are, and each of them acting alone is, hereby authorized and directed, for and in the nmne and on behalf of the Agency, to execute and deliver the Indenture, and the Secretary is hereby authorized and directed, for and in the name and on behalf of the Agency, to attest the Designated Officer's signature to the Indenture, in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer, upon consultation with bond counsel to the Agency, including such additions or changes as are necessary or advisable in accordance with Section 6 hereof; provided that no additions or changes shall: (i) authorize an aggregate principal mnount of Series A Bonds in excess of $80,000,000; or (ii) result in an average interest rate on the Series A Bonds in excess of 5.5% per annUln. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery by the Agency of the Indenture. The date, lnaturity dates, aggregate principal mnount, annual maturity mnounts, interest rate or rates, interest paYlnent dates, denominations, form, registration privileges, lnanner of execution, place of paYlnent, tenns of redelnption and other terms of the Series A Bonds shall be as provided in the Indenture as finally executed. 4. Approval of Escrow Deposit and Trust Agreelnents. The Escrow Deposit and Trust Agreelnents (the "Escrow Agreelnents") pursuant to which the Prior Bonds are to be defeased and refunded, between the Agency, the Authority (in the case of the Escrow Deposit and Trust Agreelnent for the Prior Gateway Bonds) and The Bank of New York Trust COlnpany, N.A., as escrow bank (the "Escrow Bank") in the fonns presented to this lneeting, are hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the nmne and on behalf of the Agency, to execute and deliver the Escrow Agreelnents, and the Secretary is hereby authorized and directed, for and in the nmne and on behalf of the Agency, to attest the Designated Officer's signature to the Escrow Agreements, in said fonns, together with such additions thereto or changes therein as are recolnmended or approved by the Designated Officer, upon consultation with bond counsel to the Agency. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery by the Agency of the Escrow Agreelnents. 5. Sale of the Bonds. The Agency hereby approves the sale of the Series A Bonds by negotiation with the Underwriter. The Bond Purchase Agreelnent, by and mnong the Authority, Citigroup Global Markets Inc. (the "Underwriter") and the Agency, pursuant to which the Agency agrees to sell the Series A Bonds to the Authority, for re-sale to the Underwriter, and the Underwriter agrees to purchase the Series A Bonds frOln the Authority, are hereby approved, and the Designated Officers are hereby separately authorized and directed to execute said document, with such changes, insertions and Olnissions as lnay be approved by such official, so long as: the aggregate principal amount of the Series A Bonds does not exceed $80,000,000, so long as the average interest rate on the Series A Bonds does not exceed 5.5% per annum; and so long as the Underwriter's discount (exclusive of original issue discount) on the Series A Bonds does not exceed .5%. 6. Approval of Official Statelnent. The Official Statelnent, in the fonn presented to this meeting, is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Agency, to execute the Official Statelnent in said form, together with such additions thereto or changes therein as are recolnmended or approved by the Designated Officer, upon consultation with disclosure counsel and bond counsel to the Agency, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Agency of the Official Statement. The Underwriter is hereby authorized and directed to distribute copies of the Official Statement to persons who express an interest in the purchase of the Series A Bonds, and the Underwriter is directed to deliver such copies to all actual purchasers of the Series A Bonds. The Underwriter is hereby authorized and directed to distribute copies of the preliminary official statement relating to the Series A Bonds. The Designated Officers are, and each of them acting alone is, hereby authorized to execute a certificate to the effect that such preliminary official statement and the Official Statement, as of their respective dates, are deemed final by the Agency for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as mnended. 7. Continuing Disclosure. The Continuing Disclosure Certificate (the "Continuing Disclosure Certificate") to be executed by the Agency and dated the date of issuance and delivery of the Series A Bonds, as originally executed and as they may be mnended from time to time in accordance with the tenns thereof, in the fonn presented to this meeting, is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the nmne and on behalf of the Agency, to execute and deliver the Continuing Disclosure Certificate, and the Secretary is hereby authorized and directed, for and in the nmne and on behalf of the Agency, to attest the Designated Officer's signatures to the Continuing Disclosure Certificate, in said fonn, together with such additions thereto or changes therein as are recolnlnended or approved by the Designated Officer, upon consultation with bond counsel to the Agency. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery by the Agency of the Continuing Disclosure Certificate. The Agency represents that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. 8. Municipal Bond Insurance~ Reserve Fund Surety. If the Designated Officers detennine it to be in the best interests of the Agency, bond insurance and/or a reserve fund surety bond shall be obtained with respect to all or a portion of the Series A Bonds. If bond insurance and/or a reserve fund surety bond with respect to all or a portion of the Series A Bonds is obtained, the Designated Officers are hereby authorized upon consultation with bond counsel to the Agency, to Inake such changes to the documents approved by this Resolution as such Designated Officers Inay approve as being in the best interests of the Agency and to enter into any agreeInents or execute any certificates or other doculnents as required under the COInInihnent for such bond insurance and/or reserve fund surety bond, such action to be conclusively evidenced by the execution and delivery thereof. 9. Official Action. All actions heretofore taken by the officers and agents of the Agency with respect to the preparation of the Official StateInent and the Indenture, and the sale and issuance of the Series A Bonds, are hereby approved, confinned and ratified, and the proper officers of the Agency, including the Designated Officers, are hereby authorized and directed, for and in the nmne and on behalf of the Agency, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreeInents and other doculnents which they, or any of theIn, may deeIn necessary or advisable in order to consummate the lawful issuance and delivery of the Series A Bonds in accordance with this Resolution and resolutions heretofore adopted by the Agency, including but not limited to those certificates, agreeInents and other documents described in the Indenture and the other documents herein approved and any certificates, agreeInents or documents as Inay be necessary to further the purpose hereof or provide additional security for the Series A Bonds, but which shall not create any obligation or liability of the Agency other than with respect to the tax revenues pledged as security for the Bonds in the Indenture and assets derived frOln the proceeds of the Series A Bonds. 10. Effective Date. This resolution shall take effect imInediately upon its adoption. * * * * * I hereby certify that the foregoing resolution was regularly introduced and adopted at a regular Ineeting of the Redevelopment Agency of the City of South San Francisco held on the 22nd day of February, 2006, by the following vote: AYES: Boardmembers Mark N. Addiego, Pedro Gonzalez and Karyl Matsumoto, Vice Chairman Richard A. Garbarino and Chairman Joseph A. Femekes NOES: ABSTAIN: ABSENT: ATTEST: