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1993-04 RESOLUTION NO. g _n 4 JOINT RESOLUTION OF THE CITY OF GRAND TERRACE, COMMUNITY REDEVELOPMENT AGENCY OF GRAND TERRACE, AND THE . GRAND TERRACE PUBLIC FINANCING AUTHORITY AUTHORIZING ISSUANCE OF NOT TO EXCEED $14,000,000 T PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT AGENCY OF GRAND TERRACE, 1993 REFUNDING TAX ALLOCATION BONDS (SERIES "1993A") AND (SERIES "1993B"), APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF AN INDENTURE OF TRUST RELATING THERETO,APPOINTING A TRUSTEE,APPROVING OFFICIAL STATEMENT, APPROVING A PURCHSE AGREEMENT, APPROVING AN .ESCROW AGREEMENT AND AUTHORIZING OFFICIAL ACTION WHEREAS, the Agency is a redevelopment agency, 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 Health and Safety Code of the State (the "Law"), including the power to issue bonds for any of its corporate purposes; and WHEREAS, the Agency has previously determined to issue its not to exceed $14,000,000 .principal amount of COMMUNITY REDEVELOPMENT AGENCY OF GRAND TERRACE, . 1993 REFUNDING TAX ALLOCATION BONDS, (SERIES "1993A") AND (SERIES "199313"), (the "Bonds") pursuant to the Law for certain public and redevelopment purposes; and WHEREAS, the City of Grand Terrace (the "City"), and the Agency have heretofor entered into a Joint Exercise of Powers Agreement, dated as of December 13, 1990 (the "Agreement"), creating the Grand Terrace Public Financing Authority (the "Authority"); and WHEREAS, pursuant to Article 4 of Chapter 5 .of Division? of Title 1 of the Government Code of the State of California (the "Act") and the Agreement, the Authority is. authorized to purchase bonds issued by the Agency for financing and refinancing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the Agency; and r' - WHEREAS, pursuant too the Act and the Agreement the Authority is further authorized to sell bonds so purchased to public or private purchases at public or negotiated sale; and WHEREAS, the Agency desires to sell to the Authority for concurrent resale by the Authority to Prager, Sealy and McCarthy, Inc., (the "Underwriter"), the Authority to pay the purchase price of the Bonds solely form the proceeds received from the Authority's concurrent resale of the Bonds to the Underwriter, such sale and resale to be on the terms and conditions herein provided; and WHEREAS, the Underwriter has proposed to enter into a purchase contract (the "Purchase Contract") with the Agency for the purchase and sale of the Bonds; and WHEREAS, the Agency has prepared a final Official Statement relating to the Bonds; and WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Agency now desires to authorize the execution and delivery of the Indenture of Trust (the "Indenture") to be dated as of the closing date of the Bond sale, by and between the Agency and the Bank of America, NT and SA (the "Trustee"); and WHEREAS, the Agency and City further desire to enter into an Escrow Agreement related to the refunding of the City of Grand Terrace Certificates of Participation Issue of 1986, �.__.. by and between the Bank of America, NT and SA; and WHEREAS, the Parties hereto, with the aid of their respective staff, have reviewed the Agreement, the Purchase Contract, the Escrow Agreement, and the Official Statement; and the Parties wishes to approve and confirm the foregoing in the public interests of, and for significant public benefits to, the Parties. NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF GRAND TERRACE, THE CITY OF GRAND TERRACE and THE GRAND TERRACE PUBLIC FINANCING AUTHORITY, as follows: Section 1. Recitals. The foregoing recitals are true and correct. Section 2. Issuance of the Bonds; Approval of Indenture. The Agency hereby authorizes the issuance of the Bonds, under and pursuant to the Law and the Indenture, in the principal amount of not to exceed $14,000,000. The Agency hereby approves the Indenture 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 of the Agency including, without limitation, the addition to the Indenture of the final principal amount and -2- annual maturities of the Bonds as contained in the Purchase Contract hereinafter approved and confirmed, and execution of the Indenture shall be deemed'conclusive evidence of his approval (� of such additions or changes. The Executive Director of the Agency and Secretary g y of the Agency are hereby authorized and directed to execute, attest and affix the seal of the Agency to 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. Purchase Contract. The proposed form of bond purchase agreement (the "Purchase Contract"), by the Agency, the Authority and the Underwriter on file with the Secretary of the Agency is hereby approved. The Executive Director of the Agency is hereby authorized and directed, for and in the name and on behalf of the Agency, to sell the Bonds to the Authority and to execute and deliver the Purchase Contract, subject to the terms and conditions of the Purchase Contract. Approval of any additions or changes in such form of Purchase Contract and compliance with the conditions prior to the execution of the Purchase Contract by the Executive Director shall be conclusively evidenced by execution and delivery of the Purchase Contract. Section 4. Sale of the Bonds. The Agency hereby approves and confirms the sale_ of the Bonds to the Authority for resale to the Underwriter pursuant to and in accordance with the Purchase Contract, and Authority agrees to do so. Section 5. Official Statement; Effective Date of Approval. The Agency approves the final Official Statement describing the Bonds, in substantially the form on file with the Secretary, together with any changes therein or additions thereto necessary or convenient to cause the final Official Statement to describe accurately matters pertaining to the Bonds in accordance with this Resolution, the Agreement and the Purchase Contract. The Underwriter is hereby authorized to distribute the final Official Statement to the purchasers of the Bonds. The Chairman of the Agency is hereby authorized and directed to execute(or to cause to be so executed by his written designee) the final Official Statement for and in the name and on behalf of the Agency and the Executive Director of the Agency is authorized and directed to deliver to the Underwriter a certificate with respect to the completeness and accuracy of the information contained therein. Section 6. Escrow Agreement. The Agency and City hereby approve and authorize the execution of the Escrow Agreement in substantially the form on file with the Secretary fo the Agency. Section 7. Official Action. All actions heretofore taken by the officers and agents of the Agency and City with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Mayor, City Manager, and City Attorney, Chairman, Secretary, Treasurer, the Executive Director, General Counsel, and other appropriate officers of the City, Agency, and Authority, as applicable, are hereby authorized and directed, for and in the name and on behalf of the City, Authority or Agency, to do any and all things and take any and all actions, including payment from the proceeds of the Bonds of costs of issuance of the Bonds and execution and �� -3- delivery of any and all assignments, certificates, requisitions, agreements (including but not limited to investment agreements providing for the investment of proceeds of the Bonds), 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 to the Authority and the redelivery of the Bonds to the Underwriter pursuant to the documents approved herein. Section 8. This Resolution shall take effect immediately upon its adoption. z PASSED, APPROVED and ADOPTED this 26th day of July 1993 by the following vote: AYES: A eac .":mem:ber` Hi 1 key ard,' S-i n '1 e , rm - . -- 9 y ,� g y;=�-Ui ce =Chaff rma'n �CFi�ris`ti`ans'orr;' Chairman 'Matti'son NOES: None: ABSENT: Agency'member Carl stKo'hn CHAT AN, COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE CITY;OF GRAND TERRACE k// L/J MAYOR GRAND TERRACE PUBLIC FINANCING AUTHORI By: ATTEST: CHAIRMAN V SECRETARY APPROVE S TO FORM: AGENCY COU SE C:\GTBONDS2\Grand.A6 -4- STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) I, BRENDA STANFILL, Secretary of the Communitv Redevelopment (Title), do Agency hereby certify that the foregoing is a true and correct copy of Resolution No. gi_na, which was approved at a regularly scheduled meeting of the Community Redevelopment Agency of the City of Grand Terrace held on Jul v 26 , 1993 which reads as follows: RESOLUTION NO. 93-04 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF GRAND TERRACE AUTHORIZING ISSUANCE OF NOT TO EXCEED $14,000,000 PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT AGENCY OF GRAND TERRACE, 1993 REFUNDING TAX ALLOCATION BONDS (SERIES "1993A") AND (SERIES "1993B"), APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF INDENTURE OF TRUST RELATING THERETO, APPOINTING A INDENTURE OF TRUST, APPROVING OFFICIAL STATEMENT, APPROVING AN ESCROW AGREEMENT AND AUTHORIZING OFFICIAL ACTION IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 2 6t h day of July ; 1993. -BRENDA STANFILL, CITYztLERK � -5-