CDC - 2006-25 - Tax Allocation refunding Bonds Series 2006BRESOLUTION NO. 2006-25
RESOLUTION OF THE ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$26,000,000 OF THE COMMISSION'S REDEVELOPMENT PROJECT
NO. 1 TAX ALLOCATION REFUNDING BONDS, SERIES 2006B AND
THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENT TO
INDENTURE, A PURCHASE CONTRACT, A CONTINUING
DISCLOSURE AGREEMENT AND AN OFFICIAL STATEMENT, AND
APPROVING A PRELIMINARY OFFICIAL STATEMENT IN
CONNECTION THEREWITH AND AUTHORIZING RELATED
ACTIONS
WHEREAS, the Rosemead Community Development Commission (the "Commission")
is a redevelopment agency, a public body, corporate and politic, duly created, 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 (the "Law"), including the power to
issue bonds for any of its corporate purposes;
WHEREAS, a plan for a redevelopment project known and designated as
"Redevelopment Project No. 1" (the "Project"), has been adopted and approved in accordance
with the Law;
WHEREAS, the plan contemplates that the Commission will issue its bonds to finance
and/or refinance a portion of the cost of such Project;
WHEREAS, the Commission has heretofore authorized and issued its Redevelopment
Project No. 1 Tax Allocation Bonds, Series 1993A (the "Series 1993A Bonds"), pursuant to an
Indenture, dated as of October 1, 1993 (the "Original Indenture"), between the Commission, as
successor to the Rosemead Redevelopment Agency, and U.S. Bank National Association, as
successor trustee (the "Trustee"), for the purpose of financing and/or refinancing portions of the
Project;
WHEREAS, the Commission has heretofore authorized and issued its Rosemead
Community Development Commission Redevelopment Project No. 1 Tax Allocation Bonds,
Series 2006A (the "Series 2006A Bonds"), pursuant to the Original Indenture and a First
Supplement to Indenture (the "First Supplemental Indenture"), between the Commission and the
Trustee, for the purpose of financing and/or refinancing portions of the Project, including the
refunding of a portion of the Series 1993A Bonds, and to pay costs of issuance relating to the
Series 2006A Bonds;
WHEREAS, the Commission intends to provide for the issuance of its Rosemead
Community Development Commission Redevelopment Project No. 1 Tax Allocation Refunding
Bonds, Series 2006B (the "Series 2006B Bonds"), pursuant to the Original Indenture, the First
Supplemental Indenture and a Second Supplement to Indenture (the "Second Supplemental
Indenture"), between the Commission and the Trustee, for the purpose of financing and/or
US_WEST:260114344.2
41555-9 WWB/WWB
i •
refinancing portions of the Project, including the remaining Series 1993A Bonds, and to pay
costs of issuance relating to the Series 2006B Bonds;
WHEREAS, the Commission proposes to sell the Series 2006B Bonds to Piper Jaffray,
as underwriter (the "Underwriter"), pursuant to a Purchase Contract (the "Purchase Contract'),
between the Commission and the Underwriter;
WHEREAS, the purchase by the Underwriter of the Series 2006B Bonds will result in
significant public benefits in the form of demonstrable savings in effective interest rates, and the
more efficient delivery of local agency services;
WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official
Statement") to be distributed in connection with the public offering of the Series 2006B Bonds
has been prepared;
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934
("Rule 15c2-12") requires that, in order to be able to purchase or sell the Series 2006B Bonds,
the Underwriter must have reasonably determined that the Commission has undertaken in a
written agreement or contract for the benefit of the holders of the Series 2006B Bonds to provide
disclosure of certain financial information and certain material events on an ongoing basis;
WHEREAS, in order to cause such requirement to be satisfied, the Commission desires
to execute and deliver a Continuing Disclosure Agreement (the "Continuing Disclosure
Agreement'); and
WHEREAS, the Commission has been presented with the form of each document
referred to herein relating to the financing contemplated hereby, and the Commission has
examined and approved each document and desires to authorize and direct the execution of such
documents and the consummation of such financing;
NOW, THEREFORE, BE IT RESOLVED BY THE ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION, AS FOLLOWS:
Section 1. The foregoing recitals are true and correct and the Commission hereby so
finds and determines.
Section 2. The issuance of not to exceed $26,000,000 aggregate principal amount of
Rosemead Community Development Commission, Redevelopment Project No. 1, Tax Allocation
Refunding Bonds, Series 2006B is hereby approved.
Section 3. The form of the Second Supplemental Indenture, on file with the Secretary
of the Commission and incorporated into this Resolution by reference, is hereby approved. The
Chair of the Commission, the Vice-Chair of the Commission, the Executive Director of the
Commission, the Finance Officer of the Commission, the Deputy Executive Director of
Community Development of the Commission, the Secretary of the Commission, or such other
officer or employee of the Commission as the Executive Director may designate (the
"Authorized Officers"), are each hereby authorized and directed, for and in the name and on
behalf of the Commission, to execute and deliver the Second Supplemental Indenture in
US_W EST:260114344.2
41555-9 WWB/WWB
• 0
substantially the form on file with the Secretary and presented to this meeting, with such
additions thereto or changes or insertions that hereafter become necessary in the interest of the
Commission and which are approved by the Authorized Officer executing the same, in
consultation with the Commission's bond counsel, such approval to be conclusively evidenced
by such execution and delivery.
Section 4. The form of Purchase Contract relating to the Series 2006B Bonds
between the Underwriter and the Commission, on file with the Secretary of the Commission and
incorporated into this Resolution by reference, is hereby approved. The Authorized Officers are
each hereby authorized and directed, for and in the name and on behalf of the Commission, to
accept the offer to purchase the Series 2006B Bonds as reflected in the Purchase Contract and to
execute and deliver the Purchase Contract in substantially the form on file with the Secretary and
presented to this meeting, with such additions thereto or changes or insertions that hereafter
become necessary in the interest of the Commission and which are approved by the Authorized
Officer executing the same, in consultation with the Commission's bond counsel, such approval
to be conclusively evidenced by the execution and delivery of the Purchase Contract; provided,
however, that the net present value savings as a result of the refunding of the Series 1993A
Bonds is at least equal to 5% of the principal amount of the Series 1993A Bonds being refunded.
Section 5. The form of Continuing Disclosure Agreement relating to the Series
2006B Bonds, on file with the Secretary of the Commission and incorporated into this
Resolution by reference (the "Continuing Disclosure Agreement"), is hereby approved. The
Authorized Officers are each hereby authorized and directed, for and in the name and on behalf
of the Commission, to execute and deliver the Continuing Disclosure Agreement in substantially
the form on file with the Secretary of the Commission, with such additions thereto or changes or
insertions that hereafter become necessary in the interest of the Commission and which are
approved by the Authorized Officer executing the same, in consultation with the Commission's
bond counsel, such approval to be conclusively evidenced by the execution and delivery of the
Continuing Disclosure Agreement.
Section 6. The form of Preliminary Official Statement relating to the Series 2006B
Bonds, on file with the Secretary of the Commission and incorporated into this resolution by
reference, is hereby approved. The Authorized Officers are each hereby authorized and directed
to execute a certificate deeming the Preliminary Official Statement final as of its date, except for
certain final pricing and related information, pursuant to Securities Exchange Commission Rule
15c2-12. The Underwriter is hereby authorized to distribute the Preliminary Official Statement
as so deemed final to prospective purchasers of the Series 2006B Bonds. The Authorized
Officers are each hereby authorized and directed, for and in the name and on behalf of the
Commission, to execute a final Official Statement (the "Official Statement") in substantially the
form of such deemed final Preliminary Official Statement, including such final pricing and
related information and with such additions thereto or changes therein as hereafter become
necessary in the interest of the Commission and which are approved by the Authorized Officer
executing the same, such approval to be conclusively evidenced by the execution and delivery of
such Official Statement. The Underwriter is hereby authorized to distribute copies of said final
Official Statement to all actual purchasers of the Series 2006B Bonds.
US_WEST:260114344.2
41555-9 WWB/WWB
Section 7. The Chair, Vice-Chair, Executive Director, General Counsel, Treasurer,
Secretary and all other officers, agents and employees of the Commission are hereby authorized
and directed, in the name and on behalf of the Commission, to take such actions, execute and
deliver such documents and certificates, including an escrow agreement with respect to the
refunding of the Series 1993A Bonds, a tax certificate and certificates relating to the Official
Statement, and do any and all things which they, or any of them, deem necessary or desirable to
accomplish the lawful issuance, sale and delivery of the Series 2006B Bonds in accordance with
the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the
Official Statement, this Resolution and all related documents.
Section 8. This Resolution shall become effective immediately upon its passage.
I, Nina Castruita, Secretary of the Rosemead Community Development Commission,
hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a
regular meeting of said Commission held on November 14, 2006, by the following vote, to wit:
AYES:
NOES:
ABSENT:
/lJ~,lanc,
Secretary Community Development Commission
Chairman munity Develop ent Commission
US_WEST:260114344.2
41555-9 W W B/W W B
l •
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS.
CITY OF ROSEMEAD )
I, Nina Castruita, Secretary of the Rosemead Community Development
Commission, do hereby certify that the foregoing Resolution No. 2006-25 being:
RESOLUTION OF THE ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $26,000,000
OF THE COMMISSION'S REDEVELOPMENT PROJECT NO. I TAX ALLOCATION
REFUNDING BONDS, SERIES 2006B AND THE EXECUTION AND DELIVERY OF
A SECOND SUPPLMENT TO INDENTURE, A PURCHASE CONTRACT, A
CONTINUING DISCLOSURE AGREEMENT AND AN OFFICIAL STATEMENT IN
CONNECTION THEREWITH AND AUTHORIZING RELATED ACTIONS
was duly and regularly approved and adopted by the Rosemead Community
Development Commission on the 14th of November 2006, by the following vote
to wit:
Yes: CLARK, IMPERIAL, NUNEZ, TAYLOR, TRAN No: None Absent: None
Abstain: None
Nina Castruita
Commission Secretary