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HomeMy WebLinkAboutReso CIFA 119A-1998CITY OF SOUTH SAN FRANCISCO CAPITAL IMPROVEMENTS FINANCING AUTHORITY RESOLUTION No. CIP 119A-98 RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $36,000,000 PRINCIPAL AMOUNT OF REVENUE BONDS RELATING TO SOUTH SAN FRANCISCO REDEVELOPMENT PROJECTS, AUTHORIZING AND DIRECTING EXECUTION OF RELATED INDENTURE OF TRUST, AUTHORIZING SALE OF BONDS, APPROVING OFFICIAL STATEMENT, AND AUTHORIZING OFFICIAL ACTION WHEREAS, the City of South San Francisco (the "City") and the Redevelopment Agency of the City of South San Francisco (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement dated as of September 11, 1991 (the "Agreement"), establishing the City of South San Francisco Capital Improvements Financing Authority (the "Authority") for the purpose of issuing its bonds to be used to provide financial assistance to the City and the Agency; and ' WHEREAS, the Authority desires to authorize the issuance of its 1998 Revenue Bonds, Series A (South San Francisco Redevelopment Projects) in an aggregate principal amount of not to exceed $36,000,000 (the "Bonds") for the purpose of (a) providing funds to purchase the Agency's 1998 Tax Allocation Bonds, Series A (Gateway Redevelopment Project) in an aggregate principal amount of not to exceed $31,500,000 and (b) providing funds to purchase the Agency's 1998 Tax Allocation Bonds, Series B (Housing Set-Aside Tax Revenues) in an aggregate principal amount of not to exceed $4,500,000 (together, the "Agency Bonds"); WHEREAS, the Bonds are to be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (the "Act") constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, and pursuant to an Indenture of Trust dated as of November 1, 1998 (the "Indenture") by and between the Authority and U.S. Bank Trust National Association, as trustee (the "Trustee"); and WHEREAS, A.G. Edwards & Sons, Inc. (the "Underwriter") has informed the Authority that it intends to submit an offer to purchase the Bonds and in connection with the offering thereof has caused to be prepared an Official Statement describing the Bonds, the preliminary form of which is on file with the Secretary; and WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the City of South San Francisco Capital Improvements Financing Authority as follows: Section 1. Issuance of Bonds. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act and the Indenture in the aggregate principal amount of not to exceed $36,000,000 for the purposes hereinbefore described. The Board 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. The Chair is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Indenture for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 2. Approval of Purchase of Agency Bonds. The Board hereby authorizes and approves the purchase of the Agency Bonds, to be purchased by the Authority from the Agency with the proceeds of the Bonds. The Agency Bonds shall be purchased pursuant to and in accordance with the terms of the two Bond Purchase Agreements, each dated as of November 1, 1998, each by and between the Authority and the Agency (collectively, the "Bond Purchase Agreements"). The Board hereby approves both of the Bond Purchase Agreements 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. The Chair is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of each of the Bond Purchase Agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Bond Purchase Agreements. Section 3. Sale of Bonds. The Board hereby approves the sale of the Bonds by negotiation with the Underwriter, pursuant to the Purchase Contract by and among the Authority, the Agency and the Underwriter, in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Executive Directo'r or an authorized representative or designee of the Executive Director, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Purchase Contract shall be executed in the name and on behalf of the Authority by the Executive Director or the Finance Director, who is hereby authorized and directed to execute and deliver said form of Purchase Contract on behalf of the Authority upon submission of a proposal by the Underwriter to acquire the Bonds, which proposal is acceptable to the Executive Director. The Underwriter's discount on the Bonds shall not exceed 1.2%, original issue discount on the Bonds shall not exceed 5.0%, and the weighted average interest rate to be borne by the Bonds shall not exceed seven percent (7%) per annum. Section 4. Official Statement. The Board hereby approves the preliminary Official Statement describing the Bonds, in substantially the form submitted by the Underwriter and on file with the Secretary. Distribution of the preliminary Official Statement by the Underwriter is hereby ratified and approved. The Board hereby authorizes the distribution of the final Official Statement by the Underwriter. The Executive Director or his designee is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement. The Final Official Statement shall be executed in the name and on behalf of the Authority by the Chair or the Executive Director or the Deputy Executive Director who are hereby separately authorized and directed to execute the final Official Statement on behalf of the Authority. The Executive Director and/or Secretary are hereby authorized to execute an appropriate certificate stating their determination that the Preliminary Official Statement has been deemed nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. Section 5. Appointment of Bond Counsel. The Board hereby appoints the law finn of Jones Hall, A Professional Law Corporation, as bond counsel in connection with the issuance of the Bonds. The Executive Director is authorized and directed to execute an Agreement For Legal Services with said firm in the form of Agreement on file with the Secretary. Section 6. Official Action. The Chair, the Vice-Chair, the Secretary, the Executive Director, the Deputy Executive Director, the Authority's General Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, 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 lawful issuance and sale of the Bonds and the purchase of the Agency Bonds as described herein. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED by the Board of Directors of the City of South San Francisco Capital Improvements Financing Authority at a special meeting thereof held on the 14th day of October, 1998. AYES, and in favor of: NOES: ABSENT: ABSTAIN: Boardmembers James L. Datzman, Joseph A. Fernekes, Karyl Matsumoto, John R. Penna and Chair Eugene R. Mullin Boardmembers _ None Boardmembers _ None Boardmembers _ None ATTEST: By Secretary -3-