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RDA Resolution 2001-003 RESOLUTION NO. RA 2001-03 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE LA QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT OF NOT TO EXCEED FORTY-EIGHT MILLION DOLLARS ($48,000,000) TO FINANCE A PORTION OF THE COSTS OF A REDEVELOPMENT PROJECT KNOWN AS THE LA QUINTA REDEVELOPMENT PROJECT AREA NO. 1 AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the La Quinta Redevelopment Agency (the "Agency"), is a redevelopment agency (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California) and the powers of the Agency include the power to issue bonds for any of its corporate purposes; and WHEREAS, the Redevelopment Plan for a redevelopment project known and designated as "La Quinta Redevelopment Project Area No. 1" has been adopted and approved by Ordinance No. 43 of the City of La Quinta, which became effective on December 29, 1983, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan have been duly complied with; and WHEREAS, pursuant to Resolution No. RA 85-5 the Agency issued Twenty Million Dollars ($20,000,000) of "La Quinta Redevelopment Agency, La Quinta Redevelopment Project, Tax Allocation Bonds, Series 1985" (the "Series 1985 Bonds"); pursuant to Resolution No. RA 88-14 the Agency issued Eight Million Dollars ($8,000,000) of Tax Allocation Bonds, Series 1989 (the "Series 1989 Bonds"); pursuant to Resolution No. RA 90-4 the Agency issued Nineteen Million Six Hundred Ninety-Five Thousand Dollars ($19,695,000) of Tax Allocation Refunding Bonds, Series 1990 (the "Series 1990 Bonds"); pursuant to Resolution No. RA 91-12 the Agency issued Eight Million Seven Hundred Thousand Dollars ($8,700,000) of Tax Allocation Bonds, Series 1991 (the "Series 1991 Bonds"); pursuant to an indenture of Trust, dated as of May 1, 1994, between the Agency and Bank of America National Trust and Savings Association (the '1994 Indenture"), the Agency issued Twenty-Six Million Six Hundred Sixty Five Thousand Dollars ($26,665,000) of Tax Allocation Bonds, Series 1994 (the "Series 1994 Bonds"); and pursuant to Resolution No. RA 98- 01 the Agency issued Fifteen million Seven Hundred Sixty Thousand Dollars ($15,760,000) of Tax Allocation Refunding Bonds, Series 1998 (the "Series 1998 Bonds"); and Re.olulton No. RA 2001-O3 Redevelopment Project Are, No. 1 Tax AJIocation Bond. Adopted: July 3, 2001 P~ge 2 WHEREAS, in order to raise additional funds for the implementation of the Redevelopment Plan, the Agency deems it necessary at this time to issue allocation bonds on a parity with the Series 1994 Bonds and Series 1998 Bonds for such purpose; and WHEREAS, the corporate purposes of the Agency will be accomplished by issuing at this time tax allocation parity refunding bonds in a principal amount of not to exceed Forth-Eight Million Dollars ($48,000,000) pursuant to this Resolution and a supplement hereto to be designated "La Quinta Redevelopment Agency, La Quinta Redevelopment Project, Tax Allocation Bonds, Series 2001 (the "Bonds"); and WHEREAS, the Agency is authorized to issue the Bonds pursuant to the Community Redevelopment Law of the State of California (being Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended) (the "Law"); and WHEREAS, the Agency has received a proposal to purchase the Bonds and has determined that the proposal of Wedbush Morgan Securities (the "Underwriter") should be accepted; and WHEREAS, this Board of Directors desires to proceed to issue the Bonds, sell the Bonds to the La Quinta Financing Authority (the "Authority") and then to the Underwriter. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE LA QUINTA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: SECTION 1, Each of the above recitals is true and correct and this Board so finds and determines. SECTION 2. The issuance of the Bonds in the principal amount of not to exceed Forty-Eight Million Dollars ($48,000,000) is hereby authorized. The Bonds shall mature on the dates, pay interest at the rates, shall be subject to redemption and shall be governed by the terms and conditions set forth in an Indenture of Trust, dated as of August 1, 2001, (the "Indenture") to be prepared by Bond Counsel to the Agency and executed by the Chair or Executive Director or Finance Director and Secretary of the Agency (herein "Chair" and "Secretary" respectively), which Indenture shall be substantially in the form on file with the City Clerk, with such additions thereto and changes therein as are recommended or approved by Bond Counsel to the Agency and the officers executing the same, with such approval to be conclusively evidenced by the execution and delivery of the Indenture. Capitalized terms used in this Resolution which are not defined herein have the meaning ascribed to them in the Indenture on file in the office of the City Clerk. The Chair, the Executive Director, the Finance Director, the Secretary, or their designees are hereby authorized and directed to execute and deliver the Indenture. SECTION 3. The Bonds shall be executed on behalf of the Agency by the manual or facsimile signature of the Chair or Executive Director and attested with the manual or facsimile signature of the Secretary. SE(~TION 4. The covenants set forth in the Indenture to be executed in accordance with Section 2 above are hereby approved, shall be deemed to be covenants of the Agency and shall be complied with by the Agency and its officers. The Indenture shall constitute a contract between the Agency and the Owners of the Bonds. SECTION 5. U. S. Bank Trust National Association, Los Angeles, California, is hereby appointed to act as Trustee for the Bonds. The Executive Director of the Agency, or his written designee, is hereby authorized to enter into an agreement with the Trustee to provide such services to the Agency. SECTION 6. The Purchase Contract by and among the Agency, the Authority and the Underwriter on file with the Secretary offering to purchase the Bonds to bear interest as set forth in the indenture is hereby approved and the Executive Director of Finance Director is authorized to execute and deliver the Purchase Contract in said form with such changes thereon as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SE(~TION 7. The Chair or Executive Director or Finance Director is authorized to execute a final Official Statement in substantially the form of the preliminary Official Statement, and Continuing Disclosure Agreement relating thereto, which have been presented at this meeting and are hereby approved, with such additions thereto and changes therein as are recommended or approved by Bond Counsel to the Agency and the officer executing the same, with such approval to be conclusively evidenced by the execution and delivery of such documents. The Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds and to provide to the purchasers of the Bonds and to provide to the purchasers of the Bonds from the Underwriter copies of the final Official Statement. The Executive Director or Finance Director is hereby authorized to sign a certificate pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 pertaining to the Preliminary Official Statement. Re~oluflon No, RA 2001-03 Redevelopment Project Area No. 1 Tax Al~c~t]on Bond, Adopted: July 3, 2001 Pm~e 4 SECTION 8. Each and every officer of the Agency is authorized to perform his or her services on behalf of the Agency. The Executive Director or Finance Director, or his written designee, is authorized to incur such costs and to contract for all services necessary to effect the issuance of the Bonds. Such services shall include, but not be limited to, printing the Bonds, printing the Preliminary Official Statement and the Official Statement, obtaining legal services, fiscal agent services and any other services deemed appropriate for the issuance of the Bonds including, without limitation, the costs of Bond Insurance, Reserve Fund Surety, and Rating Agency Services (referred to in the Indenture as "Costs of Issuance") and the payment for said Costs of Issuance shall be approved by the Executive Director or Finance Director. The Executive Director or Finance Director, or his written designee, is authorized to pay for such Costs of Issuance with Bond proceeds established pursuant to the Indenture without further approval of this Board of Directors. SECTION 9. All actions heretofore taken by officers and agents of the Agency with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Chair and Secretary and the other officers of the Agency responsible for the fiscal affairs of the Agency are hereby authorized and directed to take any actions and execute and deliver any and all certificates, instruments, agreements and documents as are necessary to accomplish the issuance, sale and delivery of the Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the Bonds as described in the Indenture as determined by Bond Counsel. In the event that the Chair or Executive Director is/are unavailable to sign any document authorized for execution herein, the Finance Director shall sign such document. Any document authorized herein to be signed by the Secretary may be signed by a duly appointed deputy secretary. PASSED, APPROVED and ADOPI~D this 3'd day of July, 2001, by the following vote: AYES: Board Members Adolph, Pe~a, Perkins, Sniff, Chair Henderson NOES: None ABSENT: None ABSTAIN: None R~lut~on No. RA 2001-O3 Redevelopr~nt Pro~ct Sm No. 1 Adopted: Jui~ 3, 2001 Page 5 A'I-rEST: JU~L~-8. GREEK, CMC,~,ge'ncy Secretary La Quinta Redevelopment Agency (Agency Seal) APPROVED AS TO FORM: M. KATH~RINE JENS~, AgenCy Counsel La Ouinta Redeveloprfient Agency Re~olu~on No. RA 2001-03 Redevelopment Project Area No. 1 Tax AJIoca~on Bonde Adopted: July 3, 2001 Page 6 STATE OF CALIFORNIA ) SECRETARY'S CERTIFICATE )ss. RE: ADOPTION OF RESOLUTION COUNTY OF RIVERSIDE ) I, JUNE S. GREEK, Secretary of the La Quinta Redevelopment Agency, DO HEREI~Y CERTIFY that the foregoing Resolution was duly adopted by said Agency at a regular meeting of said Agency held on the 3rd day of July, 2001. AYES: Members Adolph, Pe~a, Perkins, Sniff, Chair Henderson NOES: None ABSENT: None ABSTAIN: None JU~. GREEK, c.Mc, ~'~n~ ncy'4~') Secretary La Quinta Redevelopment Agency (SEAL) STATE OF CALIFORNIA ) SECRETARY'S CERTIFICATE )ss. OF AUTHENTICATION COUNTY OF RIVERSIDE ) I, JUNE S. GREEK, Secretary of the La Quinta Redevelopment Agency, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. RA 2001-03 of said Agency and that said Resolution was adopted at the time and by the vote stated on the above certificate, and has not been amended or repealed. Dated: July 3, 2001 JUI~-~'. GREEK, CMC,~g~ec~y Secretary La Quinta Redevelopment Agency (SEAL)