SunnyvaleRTC

RESOLUTION NO. ________

A RESOLUTION OF THE Redevelopment Agency of the City of Sunnyvale AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF TAX ALLOCATION REFUNDING BONDS, AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS AND APPROVING ACTIONS IN CONNECTION THEREWITH

WHEREAS, the Redevelopment Agency of the City of Sunnyvale (the “Agency”) has adopted the redevelopment plan (the "Redevelopment Plan") for the Sunnyvale Central Core Redevelopment Project (the "Redevelopment Project") under Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law"); and

WHEREAS, the Redevelopment Law, and particularly Chapter 6 thereof, authorizes redevelopment agencies to incur indebtedness for any of their corporate purposes; and

WHEREAS, the Agency hereby finds and declares that it is necessary, essential and a public purpose for the Agency to issue tax allocation refunding bonds of the Agency (the “Series 2003 Bonds”, as herein defined) to refund the Agency’s Central Core Redevelopment Project Tax Allocation Refunding Bonds, issued in May, 1992 in the original principal amount of $8,900,000, of which $7,245,000 are currently outstanding (the “1992 Bonds”), and has determined to borrow money for such purpose by the issuance of tax allocation bonds as authorized by the Redevelopment Law; and

WHEREAS, Lofton & Jennings, as underwriter’s counsel to E.J. De La Rosa & Co., Inc. (the “Underwriter”), has caused to be prepared a form of the Official Statement for the Series 2003 Bonds (the "Official Statement"), the form of which is on file with the Treasurer; and

WHEREAS, the Agency, with the aid of its staff, has reviewed the Official Statement, and the Agency wishes at this time to approve such documents in the public interests of the Agency; and

WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Redevelopment Law.

NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of Sunnyvale that:

1. Recitals True and Correct. The Agency hereby finds and declares that the above recitals are true and correct.

2. Approval of Issuance of Series 2003 Bonds. Pursuant to the Redevelopment Law and the Indenture (as defined in Section 3), bonds of the Agency, designated as "Redevelopment Agency of the City of Sunnyvale Central Core Redevelopment Project Tax Allocation Refunding Bonds, Series 2003" (the "Series 2003 Bonds") are hereby authorized to be issued, so long as net present value savings of at least 3% (expressed as a percentage of the principal amount of the 1992 Bonds remaining outstanding) are realized by the issuance of the Series 2003 Bonds and the refunding of the 1992 Bonds. The Series 2003 Bonds, in the form set forth in and otherwise in accordance with the Indenture, shall be executed by the manual or facsimile signature of the Executive Director or Treasurer, and attested by the manual or facsimile signature of the Secretary, and the seal or facsimile of the seal of the Agency shall be reproduced thereon.

3. Approval of Indenture of Trust. The Indenture of Trust (the "Indenture") pursuant to which the Series 2003 Bonds are to be issued, between the Agency and U.S. Bank National Association, as trustee (the “Trustee”) in the form presented to this meeting, is hereby approved. The Executive Director and the Treasurer (the “Designated Officers”) are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Indenture, and the Secretary is hereby authorized and directed, for and in the name and on behalf of the Agency, to attest the Designated Officer's signature to the Indenture, in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer, upon consultation with bond counsel to the Agency. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery by the Agency of the Indenture. The date, maturity dates, aggregate principal amount, annual maturity amounts, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Series 2003 Bonds shall be as provided in the Indenture as finally executed.

4. Sale of the Bonds. The Agency hereby approves the sale of the Series 2003 Bonds by negotiation with the Underwriter. The Bond Purchase Agreement, by and between the Underwriter and the Agency, pursuant to which the Agency agrees to sell the Series 2003 Bonds to the Underwriter, and the Underwriter agrees to purchase the Series 2003 Bonds from the Agency, be and the same is hereby approved, and the Designated Officers are hereby separately authorized and directed to execute said document, with such changes, insertions and omissions as may be approved by such official, so long as the Underwriter’s discount (exclusive of original issue discount) on the Series 2003 Bonds does not exceed 2%.

5. Approval of Refunding of 1992 Bonds. The Agency hereby authorizes the refunding and defeasance of the Agency’s 1992 Bonds pursuant to the Indenture, so long as the net present value savings specified in Section 2 hereof are realized by the refunding of the 1992 Bonds.

6. Approval of Official Statement. The Official Statement, in the form presented to this meeting, is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Agency, to execute the Official Statement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officers, upon consultation with bond counsel to the Agency appointed in Section 7 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Agency of the Official Statement.

The Underwriter is hereby authorized and directed to distribute copies of the Official Statement to persons who express an interest in the purchase of the Series 2003 Bonds, and the Underwriter is directed to deliver such copies to all actual purchasers of the Bonds. The Underwriter is hereby authorized and directed to distribute copies of the preliminary official statement relating to the Bonds. The Designated Officers are, and each of them acting alone is, hereby authorized to execute a certificate to the effect that such preliminary official statement and the Official Statement, as of their respective dates, are deemed final by the Agency for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended.

7. Approval of Bond Counsel. The Agency hereby approves the engagement for bond counsel services in connection with the Bonds, with the firm of Jones Hall, A Professional Law Corporation, pursuant to the Agreement for Legal Services on file with the General Counsel. The Designated Officers are hereby authorized and directed to execute said agreement on behalf of the Agency.

8. Official Action. All actions heretofore taken by the officers and agents of the Agency with respect to the preparation of the Official Statement and the Indenture, and the sale and issuance of the Bonds, are hereby approved, confirmed and ratified, and the proper officers of the Agency, including the Designated Officers, 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 and execute and deliver any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution and resolutions heretofore adopted by the Agency, including but not limited to those certificates, agreements and other documents described in the Indentures and the other documents herein approved and any certificates, agreements or documents as may be necessary to further the purpose hereof or provide additional security for the Bonds, but which shall not create any obligation or liability of the Agency other than with respect to the tax revenues pledged as security for the Bonds in the Indentures and assets derived from the proceeds of the Bonds.

9. Effective Date. This resolution shall take effect immediately upon its adoption.

Adopted by the Board of the Redevelopment Agency at a regular meeting on October 14, 2003 by the following vote:

AYES:

NOES:

ABSENT:

Attest:

APPROVED:

Secretary

Chair

(SEAL)