CDC - 2006-02 - Tax Allocation Bonds Series 2006ARESOLUTION NO. 2006-02
RESOLUTION OF THE ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$16,000,000. OF THE COMMISSION'S REDEVELOPMENT PROJECT
NO. 1 TAX ALLOCATION BONDS, SERIES 2006A AND THE
EXECUTION AND DELIVERY OF A FIRST 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 DevelopmentCommission (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 Stale 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 intends to provide for the issuance of its Rosemead
Community Development Commission Redevelopment Project No. I 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 proposes to sell the Series 2006A Bonds to the Rosemead
Financing Authority (the "Authority"), which will in turn sell the Series 2006A Bonds to Piper
Jaffray, as underwriter (the "Underwriter'), pursuant to a Purchase Contract (the "Purchase
Contract"), among the Commission, the Underwriter and the Authority and pursuant to the
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Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California
Government Code;
WHEREAS, the purchase by the Underwriter of the Series 2006A 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 Peliminary Official Statement (the "Preliminary Official
Statement") to be distributed in connection with the public offering of the Series 2006A 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 2006A 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 2006A 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 $16,000,000 aggregate principal amount of
Rosemead Community Development Commission, Redevelopment Project No. 1, Tax Allocation
Bonds, Series 2006A is hereby approved.
Section 3. The form of the First 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 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 First Supplemental Indenture 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 such execution and delivery.
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Section 4. The form of Purchase Contract relating to the Series 2006A Bonds among
the Authority, 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 2006A 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 such additions, changes or insertions in the-Purchase
Contract shall not specify a true interest cost of the Series 2006A Bonds in excess of 5.40% with
respect to Series 2006A Bonds.
Section 5. The form of Continuing Disclosure Agreement relating to the Series
2006A 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 2006A
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 2006A 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 2006A Bonds.
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 a portion 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
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desirable to accomplish the lawful issuance, sale and delivery of the Series 2006A Bonds in
accordance with the Original Indenture, the First Supplemental Indenture, the Official Statement;
this Resolution and all related documents.
Section.8. This Resolution shall become effective immediately upon its passage.
1, 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 February 14, 2006, by the following vote, to wit:
AYES: .
NOES:
ABSENT:
ATTEST:
City Clerk
1-5eQ c L+%"
Secretary of the Rosemead Comm it
Development Commission
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
By: /
uthori ed Officer
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS.
CITY OF ROSEMEAD )
1, Nina Castruita, Secretary of the Rosemead Community Development
Commission, do hereby certify that the foregoing Resolution No. 2006-02 being:
RESOLUTION OF THE ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $16,000,000
OF THE COMMISSION'S REDEVELOP PROJECT NO. 1 TAX ALLOCATION
BONDS, SERIES 2006a AND THE EXECUTION AND DELIVERY OF A FIRST
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
was duly and regularly approved and adopted by the Rosemead Community
Development Commission on the 14th of February 2006, by the following vote
to wit:
Yes: CLARK, IMPERIAL, NUNEZ, TAYLOR, TRAN
No: NONE
Absent: NONE
Abstain: NONE
k& a Gu~ku&,
Nina Castruita
Secretary