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Home My Public Portal About2011.008 - LRA (02-01-11) RESOLUTION NO. 2011.008 A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE AND SALE OF TAXABLE TAX ALLOCATION BONDS TO FINANCE LOW AND MODERATE INCOME HOUSING ACTIVITIES WITHIN THE GEOGRAPHIC BOUNDARIES OF THE CITY OF LYNWOOD, APPROVING THE FORM AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, the Agency is a 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, redevelopment plans for Project Area A and the Alameda Project Area have been adopted in compliance with all requirements of the Law; and WHEREAS, the Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Agency at this time to generate new money to finance low and moderate income housing activities (the "2011 Housing Projects") throughout the geographic boundaries of the City of Lynwood (the "City"); and WHEREAS, to provide moneys to finance the 2011 Housing Projects, the Agency has determined to issue its Lynwood Redevelopment Agency Taxable Tax Allocation Bonds (Housing Projects—Subordinate Lien), 2011 Series B, in the aggregate principal amount of not to exceed $8,750,000 (the "2011 Housing Bonds"), under the provisions of Part 1 of Division 24 of the California Health and Safety Code, commencing with section 33640 of said Code (the "Bond Law"); and WHEREAS, the Agency's obligation to pay the principal of and interest on the 2011 Housing Bonds will be subordinate to its obligations with respect to (a) the portion of the outstanding Lynwood Public Financing Authority 1999 Tax Allocation Bonds, Series A(Project Area A), issued to finance housing projects and the Agency's obligation to make loan payments with respect to the related portion of that certain Loan Agreement, dated as of October 1, 1999, by and between the Lynwood Public Financing Authority (the "Authority") and the Agency, and (b) the portion of the outstanding Lynwood Public Financing Authority Alameda Project Area Tax Allocation Bonds, Series 1999, issued to finance housing projects and the Agency's obligation to make loan payments with respect to the related portion of that certain Loan Agreement, dated as of October 1, 1999, by and between the Authority and the Agency; and WHEREAS, the Agency has duly considered such transaction and wishes at this time to authorize proceedings for the issuance and sale of the 2011 Housing Bonds. NOW, THEREFORE, THE LYNWOOD REDEVLOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Authorization The Agency hereby authorizes the issuance of the 2011 Housing Bonds to finance the 2011 Housing Projects. Section 2. Issuance of the 2011 Housin Bonds� Approval of the Indenture. The 2011 Housing Bonds shatl be issued pursuant to the Bond Law and pursuant to an indenture of trust, by and between the Agency and U.S. Bank National Association, as trustee (the "Indenture"). The Agency hereby approves the Indenture in the form on file with the Secretary, together with such additions thereto and changes therein as the Chair, the Vice Chair, the Treasurer or the Executive Director (the "Designated Officers") shall deem necessary, desirable or appropriate, and the execution thereof by a Designated Officer shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary, any Assistant Secretary or Deputy Secretary (collectively, the "Secretary") is hereby authorized and directed to attest to, the final form of the Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and perFormance of the Indenture. Section 3. Sale of the 2011 Housin Bonds. The Agency hereby authorizes the sale of the 2011 Housing Bonds to the Authority, pursuant to sections 6588 and 6589 of the California Government Code, for concurrent re-sale to Stone & Youngberg LLC and Nollenberger Capital Partners, Inc. (the Underwriters ), so long as the total Underwriters' discount, excluding original issue discount which does not constitute compensation to the Underwriters, does not exceed 0.6% of the principal amount of the 2011 Housing Bonds and so long as the true interest cost of the 2011 Housing Bonds does not exceed 9.5%. The Agency hereby approves a bond purchase agreement, by and among the Underwriters, the Agency and the Authority, in the form on file with the Secretary (the "Bond Purchase Agreement"), together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, and the execution thereof by a Designated Officer shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute the final form of the Bond Purchase Agreement for and in the name and on behalf of the Agency. Section 4. A pproval of the Prelimina Official Statement. The preliminary official statement describing the 2011 Housing Bonds on file with the Secretary (the "Preliminary Official Statement") is hereby approved for distribution by the Underwriters to municipal bond broker-dealers, to banking institutions and to members of the general public who may be interested in purchasing the 2011 Housing Bonds. The Designated Officers, each acting alone, are authorized to approve, upon advice of the Agency's Disclosure Counsel, modifications to the Preliminary Official Statement, 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 2011 Housing Bonds. With respect to the distribution of the Preliminary Official Statement, the Designated Officers, each acting alone, are authorized and directed, on behalf of the Agency, to deem the Preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Section 5. Approval of the Final Official Statement. A final official statement, which shall include such changes and additions thereto deemed advisable by the Chair or Executive Director and upon advice of the Agency's Disclosure Counsel (the "Final Official StatemenY'), is hereby approved for delivery to the purchasers of the 2011 Housing Bonds, and the Designated Officers, each acting alone, are authorized and directed to execute the Final Official Statement for and on behalf of the Agency. The Chair or Executive Director is authorized and directed to deliver (i) a certificate with respect to the information set forth therein, and (ii) a continuing disclosure certificate substantially in the form appended to the Final Official Statement. Section 6. Approval of the Continuing Disclosure Certificate. The continuing disclosure certificate of the Agency relating to the 2011 Housing Bonds, accepted by Gardner, UndenNOOd & Bacon LLC, as dissemination agent, on file with the Secretary (the "Continuing Disclosure Certificate") is hereby approved, together with such additions thereto and changes therein as any Designated Officers shall deem necessary, desirable or appropriate, and the execution thereof by a Designated Officer shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute the final form of the Continuing Disclosure Certificate for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Continuing Disclosure Certificate. Section 7. Official Actions. The Chair, the Vice Chair, the Treasurer, the Executive Director and the Secretary, and any and all other officers of the Agency, are hereby authorized and directed, for and in the name and on behalf of the Agency, 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 2011 Housing Bonds as described herein. Whenever in this resolution any officer of the Agency 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 person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 8. Effect. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 1 day of February, 2011. � / � �, Aide Castro, Chair ATTEST: / �- Maria Quinonez, ecretary Roger L. aley, xecutive Director APPROVED AS TO FORM: APPROVED AS TO CONTENT: �� 4_ ' � Fred Galante, Agency Counsel Robert S. Torrez, Assist ity Manager and Finance Directo STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) i, the undersigned, Secretary of the Lynwood Redevelopment Agency, do hereby certify that the foregoing Resolution was passed and adopted by the Agency at its regular meeting held on the 1 day of February, 2011. AYES: MEMBERS FLORES, RODRIGUEZ, SANTILLAN, MORTON AND CASTRO NOES: NONE ABSENT: NONE ABSTAIN: NONE � � Maria Quinonez, Secretary STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, Secretary of the Lynwood Redevelopment Agency, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2011.008 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 1 day of February, 2011. � ` Maria Quinonez, ecretary