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RRA - 1995-04 - Tax Allocation Bonds Series 1993AE RESOLUTION NO. 95-04 rI L RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF FIRST SUPPLEMENTAL INDENTURES RELATING TO THE AGENCY'S SUBORDINATE LIEN. TAX ALLOCATION BONDS, SERIES 1991 AND TAX ALLOCATION BONDS, SERIES 1993A AND SERIES 1993B, AUTHORIZING THE EXECUTION AND DELIVERY OF INVESTMENT AGREEMENTS FOR AMOUNTS IN THE APPLICABLE REDEVELOPMENT FUNDS, AND AUTHORIZING CERTAIN OTHER OFFICIAL ACTION IN CONNECTION THEREWITH WHEREAS, the Rosemead Redevelopment Agency (the "Agency"), pursuant to an Indenture dated as of September 1, 1991 (the 111991 Indenture") by and between the Agency and State Street Bank and Trust Company of California, N.A. (the 111991 Trustee"), has issued $11,725,240.05 principal amount of Rosemead Redevelopment Agency Redevelopment Project Area No. 1 Subordinate Lien Tax Allocation Bonds, Series 1991 (the 111991 Bonds"); WHEREAS, a portion of the proceeds of the 1991 Bonds has been deposited in the Redevelopment Fund established under the 1991 Indenture (the 111991 Redevelopment Fund"); WHEREAS, the Agency, pursuant to an Indenture dated as of October 1, 1993 (the 111993 Indenture"), by and between the Agency and State Street Bank and Trust Company of California, N.A., as trustee (the 111993 Trustee"), has issued $34,275,000 principal amount of Rosemead Redevelopment Agency Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 1993A (the "Series 1993A Bonds") and $2,435,000 principal amount of Rosemead Redevelopment Agency Redevelopment Project Area No. 1 Taxable Tax Allocation Refunding Bonds, Series 1993B (collectively, the 111993 Bonds"); WHEREAS, a portion of the proceeds of the 1993 Bonds has been deposited in the Redevelopment Fund established under the 1993 Indenture (the 111993 Redevelopment Fund"); WHEREAS, amounts in the 1991 Redevelopment Fund and the 1993 Redevelopment Fund are currently invested in certain long- term corporate and governmental obligations; WHEREAS, the Agency desires to liquidate all or a portion of such long-term investments and invest.the proceeds in investment agreements with suitable investment agreement providers; WHEREAS, the Agency has been advised that such an investment agreements must be competitively bid; LA 695628.2 0 • WHEREAS, the Agency has been advised that an amendment to the 1991 Indenture is required before amounts in the 1991 Redevelopment Fund may be invested in such an investment agreement; WHEREAS, the Agency has been advised that an amendment to the 1993 Indenture is required before amounts in the 1993 Redevelopment Fund may be invested in such an investment agreement; and WHEREAS, the Agency desires to take all'actions necessary to invest amounts in the 1991 Redevelopment Fund and the 1993 Redevelopment Fund in such investment agreements; NOW, THEREFORE, HE IT RESOLVED by the Rosemead Redevelopment Agency as follows: Section 1. The Board of Directors hereby finds and determines that the foregoing recitals are true and correct. 6eection 2. The Chairman of the Agency or his designee is hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver a First Supplemental Indenture amending and supplementing the 1991 Indenture, substantially in the form attached hereto as Exhibit A, with such changes as the chairman of the Agency or his designee may deem to be in the best interests of the Agency, after consultation with the Agency's financial and legal advisors, and the Secretary of the Agency is hereby authorized and directed to attest thereto. Section 3. The chairman of the Agency or his designee is hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver a First Supplemental Indenture amending and supplementing the 1993 Indenture, substantially in the form attached hereto as Exhibit B, with such changes as the Chairman of the Agency or his designee may deem to be in the best interests of the Agency, after consultation with the Agency's financial and legal advisors, and the Secretary of the Agency is hereby authorized and directed to attest thereto. Section a. The Chairman of the Agency or his designee is hereby authorized and directed, on behalf of the Agency, to. cause bids to be taken from providers of investment agreements for the investment of amounts in the 1991 Redevelopment Fund or the 1993 Redevelopment Fund; provided that any such investment agreements comply with the amended 1991 Indenture or the amended 1993 Indenture, as applicable, and provided further; that any such investment agreements permit withdrawals at the times and in the amounts to allow amounts in the 1991 Redevelopment Fund and the 1993 Redevelopment Fund to be expended in a manner which does not jeopardize the tax-exempt status of the 1991 Bonds or the Series 1993A Bonds. LAI-95628.2 2 Section The Chairman of the Agency or his designee is hereby authorized and directed, on behalf of the Agency, to accept bids for investment agreements described in Section 3 above and to accept the bid for the 1991 Redevelopment Fund or the 1993 Redevelopment Fund, as applicable, which provides the highest yield designated by a bidder net of any fees payable to such bidder or other parties, and thereupon to execute and deliver, for and in the name of and on behalf of the Agency, investment agreements in forms to be agreed upon by the chairman or his designee (subject to the provisos of Section 3 above), after consultation with the Agency's financial and legal advisors, and to cause the 1991 Trustee or the 1993 Trustee, as applicable, to execute and deliver the same. Section 6. The Chairman of the Agency, the Executive Director of the Agency, the Assistant Executive Director of the Agency, the General Counsel of the Agency and the Treasurer of the Agency and their respective designees, and each of them, are hereby authorized and directed to take any and all actions deemed by them necessary or desirable to carry out the purposes of this Resolution. Section 7. All actions heretofore taken by the officers, employees and agents of the Agency with respect to the matters described in this Resolution are hereby approved, confirmed and ratified. LA 1-95628.2 3 J • 0 Section e. This resolution shall take effect from and after its passage and approval. PASSED AND ADOPTED t5.tis February 7, 1995. irman, or urce-racer evelopment Agency Attest . Se-~ r of~the Rosemead Redevelopment Agency I hereby certify that the foregoing Resolution No. 95704 was duly and regularly adopted by the Rosemead Redevelopment Agency at a Special Meeting held on the 7th day of February, 1995, by the following vote: Yes: Clark, Bruesch, Vasquez No: Taylor, Imperial Absent: None ABstain:,- None Agency Secretary [T 1 95678? 4 S'd i::-=-rii =f,.