Loading...
HomeMy WebLinkAbout2011 CC RESO 2011-49 CDCRESOLUTION 2011 — 49 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $45,000,000 PRINCIPAL AMOUNT OF 2011 TAX ALLOCATION BONDS WITH RESPECT TO THE NATIONAL CITY REDEVELOPMENT PROJECT; APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF A THIRD SUPPLEMENT TO INDENTURE OF TRUST RELATING THERETO; AUTHORIZING SALE OF SUCH BONDS; APPROVING OFFICIAL STATEMENT; AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the Community Development Commission of the City of National City ("CDC") is a redevelopment agency and 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 California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; and WHEREAS, a Redevelopment Plan for the redevelopment project designated the "National City Redevelopment Project" in the City of National City, California (the "Redevelopment Project"), has been adopted in compliance with all requirements of the Law; and WHEREAS, the CDC has previously issued its (i) $5,860,000 initial principal amount of Community Development Commission of the City of National City National City Redevelopment Project 2004 Tax Allocation Bonds, Series A (the "2004 Bonds") for the purpose of raising funds to provide financing of redevelopment projects of benefit to the Redevelopment Project; and (ii) $27,940,000 initial principal amount of Community Development Commission of the City of National City National City Redevelopment Project 2005 Tax Allocation Refunding Bonds, Series A (the "2005A Bonds"), and $9,840,000 initial principal amount of 2005 Tax Allocation Refunding Bonds, Series B (the "2005B Bonds", and together with the 2004 Bonds, the "2005 Bonds") for the purpose of refunding taxable and tax-exempt bonds issued by the CDC in 2001; and WHEREAS, the 2004 Bonds and 2005 Bonds were issued pursuant to the Law and an Indenture of Trust, dated as of June 1, 2004, as amended by a First Supplemental Indenture of Trust dated as of January 1, 2005, and a Second Supplemental Indenture of Trust dated as of January 1, 2005 (collectively, the "Indenture"), by and between Deutsche Bank National Trust Company, as trustee, and the CDC; and WHEREAS, the Indenture permits the issuance of Parity Debt (as defined in the Indenture) payable from Tax Revenues (as defined in the Indenture) secured on parity with the 2004 Bonds and 2005 Bonds, subject to certain terms and conditions; and WHEREAS, for the purpose of financing additional redevelopment activities, including for the purpose of financing low and moderate income housing, of benefit to the Redevelopment Project, the CDC proposed to issue its $45,000,000 aggregate principal amount of CDC National City Redevelopment Project 2011 Tax Allocation Bonds (the "Bonds") pursuant to a Third Supplemental Indenture (the "Third Supplement") to the Indenture; and Resolution No. 2011 — 49 Page 2 WHEREAS, the Third Supplement is entered into pursuant to and in accordance with the provisions of Sections 3.05 and 7.01(c) of the Indenture for the purpose of prescribing the terms and conditions applicable to the issuance of the Bonds as Parity Debt under the Indenture, and for the purposes of amending and supplementing the Indenture with respect thereto; and WHEREAS, the CDC proposes to sell the Bonds to the National City Joint Powers Financing Authority (the "Authority"), which will concurrently sell the Bonds to De La Rosa & Company and Stone & Youngberg, LLC, as purchaser of the Bonds (together, the "Underwriter"), all on the terms and conditions herein set forth, and as provided in the form of a Purchase Contract (the "Purchase Contract") on file with the Secretary; and WHEREAS, the CDC 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 CDC, with the aid of its staff, has reviewed the Third Supplement, the Purchase Contract, and the Official Statement, and wishes to approve and confirm the foregoing, as well as the other matters set forth below, in the public interests of, and for significant public benefits to, the CDC. NOW, THEREFORE, BE IT RESOLVED by the Community Development Commission of the City of National City as follows: Section 1. Issuance of the Bonds; Approval of Third Supplement. The CDC hereby authorizes the issuance of the Bonds under and pursuant to the Law and the Indenture, in the aggregate principal amount of not to exceed $45,000,000. The CDC hereby approves the Third Supplement in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director or Secretary of the CDC or Director of Finance of the City of National City (each a "Designated Officer"), upon advice of the CDC's bond counsel, including, without limitation, the addition to the Third Supplement of the final interest rates payable with respect to the Bonds, and the final principal amount and annual maturities of the Bonds, as contained in the Purchase Contract, hereinafter approved. Execution of the Third Supplement shall be deemed conclusive evidence of the CDC's approval of such additions or changes, which may include the approval of the issuance of taxable Bonds and Bonds payable from the housing set -aside revenues. Each Designated Officer acting alone, is hereby authorized and directed to execute, and the Secretary of the CDC is hereby authorized to attest and/or affix the seal of the CDC to the Third Supplement for and in the name and on behalf of the CDC. The CDC hereby authorizes the delivery and performance of the Third Supplement. Section 2. Sale of the Bonds. The form of the Bond Purchase Contract relating to the Bonds, be and is hereby approved in the form thereof, with such changes as may be approved by a Designated Officer; said Designated Officer's execution thereof to constitute conclusive evidence of said Officer's approval of such changes. Any Designated Officer is hereby authorized to execute and deliver the Purchase Contract, and to insert in the Third Supplemental Indenture the dollar amount which reflects the provisions of the Purchase Resolution No. 2011 — 49 Page 3 Contract; provided, however, that the aggregate principal amount of the Bonds shall not exceed $45,000,000, and the true interest cost of the Bonds is not more than 9.0%, with an initial underwriter's discount of no more than $7.00 per bond, and a net original issue discount of no more than 7.0% of the par amount thereof. Section 3. Approval of the Official Notices of Sale and the Preliminary Official Statement. The Preliminary Official Statement relating to the Bonds is approved for distribution by the Underwriter to members of the general public who may be interested in purchasing the Bonds. The Preliminary Official Statement shall be revised, from time to time, pending such distribution as shall be required to cause the Preliminary Official Statement to contain any further information necessary to accurately describe the CDC and the Bonds. With respect to the distribution of the Preliminary Official Statement, any Designated Officer is authorized and directed, on behalf of the CDC, to deem the Preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Section 4. Approval of Final Official Statement. The final Official Statement, which shall include such changes and additions thereto deemed advisable by any Designated Officer, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and any Designated Officer is authorized and directed to execute the final Official Statement for and on behalf of the CDC and any Designated Officer is authorized and directed to deliver to the purchaser of the Bonds (i) a certificate as to the accuracy and completeness of the information set forth therein, and (ii) a Continuing Disclosure Agreement substantially in the form appended to the final Official Statement. Section 5. Official Action. All actions heretofore taken by the officers and agents of the CDC with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. Any Designated Officer, the CDC General Counsel, and any other appropriate officer of the CDC are hereby authorized and directed, for and in the name and on behalf of the CDC, to do any and all things, and take any and all actions, including payment from the proceeds of the Bonds costs of issuance of the Bonds, and execution and delivery of any and all assignments, certificates, requisitions (including requisitions for payments of costs of issuance of the Bonds), agreements, notices, consents, instruments of conveyance, warrants, and other documents, which such officers deem necessary or advisable in order to consummate the sale, issuance and delivery of the Bonds pursuant to the Purchase Contract and the Indenture. Whenever in this Resolution any officer of the CDC, including any Designated Officer, 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 other officer of the CDC designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 6. Effective Date. This Resolution shall take effect from and after its adoption. --- Signature Page to Follow --- Resolution No. 2011 — 49 Page 4 PASSED, APPROVED and ADOPTED this 22nd dayof February, 2011. Ron Morrison, Chairman ATT Brad Rauls# n, Secretary ROVED AS TO FORM: C CDC Genera • , nsel Passed and adopted by the Community Development Commission of the City of National City, California, on February 22, 2011, by the following vote, to -wit: Ayes: Commissioners Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Community Development Commission Community Development Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2011-49 of the Community Development Commission of the City of National City, California, passed and adopted on February 22, 2011. Secretary, Community Development Commission By: Deputy