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RDA Resolution 1998-002d_ RESOLUTION NO. RA-_98-02 RESOLUTION OF THE BOARD OF DIRECTORS OF THE LA QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT OF NOT TO EXCEED EIGHT MILLION DOLLARS $8,000,000) TO FINANCE A PORTION OF THE COST OF A REDEVELOPMENT PROJECT KNOWN AS THE LA QUINTA REDEVELOPMENT PROJECT AREA NO. 2 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 C9de 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 1La Quinta Redevelopment Project Area No. 2" has been adopted and approved by Ordinance No. 139 of the City of La Quinta, which became effective on June 15, 1989, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan have been duly complied with; and WHEREAS, the Agency has issued its $5,845,000 Tax Allocation Bonds, Issue 1992 the 1992 Bonds"); and WHEREAS, in order to raise funds for the implementation of the Redevelopment Plan, the Agency deems it necessary at this time to issue tax allocation refunding bonds for such purpose; and WHEREAS, the corporate purposes of the Agency will be accomplished by issuing at this time tax allocation refunding bonds in a principal amount of not to exceed Eight Million Dollars $8,000,000) pursuant to this Resolution to be designated La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Issue of 1998 the Bonds") to, among other things, advance refund the 1992 Bonds; and WHEREAS, the Agency is authorized to issue the Bonds pursuant to the Community Redevelopment Law of the State of California being Part I of Division 24 of the Health and Safety Code of the State of California, as amended) the Law") and 124IOI615?OO1V3149954.1 aW131I9? 1 BIB] 03-15-1999-U01 10:19:49AM-U01 ADMIN-U01 RDARES-U02 98-U02 02-U02 d_Article 4 of Chapter S of Division 7 of Title 1 commencing at Section 6584) of the California Government Code the Act"); and WHEREAS, there has been created pursuant to Chapter S, Division 7, Title 1, commencing at Section 5500 of the Government Code of the State of California the Act"), a joint powers entity designated the La Quinta Financing Authority" the Authority") with authority to acquire the Agency5s bonds as provided in Section 6588 of the Government Code of the State of California; and WHEREAS, Miller & Schroeder Financial, Inc. prepared a Preliminary Official Statement setting forth matters relating to the Agency and the issuance of the Bonds, copies of which was presented to this Board of Directors on April 7, 1998 and approved by said Board of Directors; and WHEREAS, this Board of Directors desires to proceed to issue the Bonds; and WHEREAS, this Board of Directors has determined in accordance with Government Code Section 6588 that a negotiated sale of the Bonds to the Authority in accordance with the terms of the Purchase Contract by and between the Agency and the Authority the Authority Purchase Contract") will result in a lower overall cost to the Agency than a public sale; and WHEREAS, this Board of Directors also desires to approve the simultaneous sale of the Bonds by the Authority to Miller & Schroeder Financial, Inc. the Underwriter") and to authorize the execution by the Agency of a Purchase Contract by and among the Agency, the Authority and the Underwriter the Underwriter Purchase Contract"); and WHEREAS, the Agency has determined that significant public benefits" as defined in Section 6586 of the Act will be derived by the Agency in undertaking the issuance of the Bonds and their sale to the Authority and resale to the Underwriter, in furtherance of the corporate purposes of the Agency; 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 $8,000,000 is hereby authorized. The total amount of Bonds to be sold will be determined by the Finance Director based on the rating of the Bonds and whether municipal bond insurance will be obtained. The Bonds shall mature on the dates, pay interest at the rates and shall be subject to redepiption as set forth in the Purchase Contract to be I24IO1615?OO1V31499?.1 a03I?OI9S 2 BIB] 03-15-1999-U01 10:19:49AM-U01 ADMIN-U01 RDARES-U02 98-U02 02-U02 d_ executed on behalf of the Agency in accordance with Section 5 hereof. All other provisions of the Bonds shall be governed by the terms and conditions set forth in an Indenture of Trust and Escrow Deposit and Trust Agreement to be prepared by Bond Counsel to the Agency and executed by the Chairman or Executive Director and Secretary of the Agency1 which Indenture of Trust and Escrow Deposit and Trust Agreement shall be substantially in the form on file with the Secretary 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 of Trust and Escrow Deposit and Trust Agreement. Capitalized terms used in this Resolution which are not defined herein have the meaning ascribed to them in the form of the Indenture of Trust and Escrow Deposit and Trust Agreement. SECTION 3. The Bonds shall be executed on behalf of the Agency by the manual or facsimile signature of the Chairman or Executive Director and attested with the manual or facsimile signature of the Secretary. SECTION 4. The covenants set forth in the Indenture of Trust 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 of Trust 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 and the Executive Director or Finance 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. The Purchase Contract and the Preliminary Official Statement, and Continuing Disclosure Agreement relating thereto, presented at this meeting are hereby approved and the Chairman or Executive Director or Finance Director is hereby authorized and directed to execute the Purchase Contract provided, however, the maximum Underwriter's discount, exclusive of Original Issue discount, shall not exceed 1.0% of the principal amount of the Bonds and the net interest cost shall not exceed 5.SO?. The Chairman or Executive Director is authorized to execute a final Official Statement, and Continuing Disclosure Agreement relating thereto, in substantially the form of the Preliminary Official Sta?ement 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 Official Statement to purchasers of the Bonds. The Executive Director or Finance Director is hereby authorized to sign a certificate pursuant to Rule 15c2-12 promulgated under the 124IO1615?OOI2l31499?.1 i03130198 3 BIB] 03-15-1999-U01 10:19:49AM-U01 ADMIN-U01 RDARES-U02 98-U02 02-U02 d_Securities Exchange Act of 1934 relating to the Preliminary Official Statement. SECTION 6. 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 Statement1 obtaining legal services, fiscal agent services and any other services deemed appropriatefor the issuance of the Bonds referred to in the Indenture of Trust 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, Finance Director, or his written designee, is authorized to pay for such Costs of Issuance with Bond proceeds deposited to the Redevelopment Fund established pursuant to the Indenture of Trust without further approval of this Board of Directors. SECTION 7. 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 Chairman 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 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 of Trust. In the event that the Chairman is unavailable to sign any document authorized for execution herein, the Executive Director or Finance Director are authorized to sign such document. Any document authorized herein to be signed by the Secretary may be signed by a duly appointed deputy secretary. ADOPTED AND APPROVED this 7th day of April, 1998. LA QUINTA REDEVELOPMENT AGENCY Chairman ATT ecretary 124Io1615?OO]2I3I499?.1 3OI98 4 BIB] 03-15-1999-U01 10:19:49AM-U01 ADMIN-U01 RDARES-U02 98-U02 02-U02 d_STATE OF CALIFORNIA SECRETARY'S CERTIFICATE ss. RE ADOPTION OF RESOLUTION COUNTY OF RIVERSIDE I, SAUNDRA L. JHOLA, Secretary of the La Quinta Redevelopment Agency, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted by said Agency at an adjourned regular meeting of said Agency held on the 7th day of April, 1998, and that the same was passed and adopted by the following vote to wit: AYES: Board Members Adolph, Henderson, Pena, Sniff, Chairman Perkins NOES: None ABSENT: None ABSTAIN: None Secretary of the La Quinta Redevelopment Agency SEAL) 124IO1615?OOI2I3I49954.1 a?,3O?98 5 BIB] 03-15-1999-U01 10:19:49AM-U01 ADMIN-U01 RDARES-U02 98-U02 02-U02 d_STATE OF CALIFORNIA SECRETARY'S CERTIFICATE ss. OF AUTHENTICATION COUNTY OF RIVERSIDE 1, SAUNDRA L. HOLA, 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 98-02 of said Agency and that said Resolution waE adopted at the time and by the vote stated on the above certificate, and has not been amended or repealed. Dated: May 1998 Secretary of the La Quinta Redevelopment Agency SEAL) 124IO1615?1213?499?.1 03130198 6 BIB] 03-15-1999-U01 10:19:49AM-U01 ADMIN-U01 RDARES-U02 98-U02 02-U02