Loading...
HomeMy WebLinkAboutRA Resolution 2009-17 (Issuance of Bonds)SAN RAFAEL REDEVELOPMENT AGENCY RESOLUTION NO. 2009-17 Sixth Supplemental Resolution Authorizing the Issuance of Not to Exceed $16,000,000 Principal Amount of Central San Rafael Redevelopment Project Tax Allocation Refunding Bonds, Series 2009 Adopted November 16, 2009 TABLE OF CONTENTS ARTICLE XXV ADDITIONAL DEFINITIONS 25.01. Additional Definitions.................................................................................................... 25.02. Amended Definitions.................................................................................................... ARTICLE XXVI ISSUANCE AND ADDITIONAL TERMS OF SERIES 2009 BONDS 26.01. Authorization and Purpose of Series 2009 Bonds ........................................................ 26.02. Terms of Series 2009 Bonds........................................................................................ 26.03. Redemption of Series 2009 Bonds............................................................................... 26.04. Notice of Redemption................................................................................................... 26.05. Form of Series 2009 Bonds.......................................................................................... 26.06. Application of Proceeds of Sale of Series 2009 Bonds: Allocation Among Funds an( Accounts............................................................................................................... 26.07. Establishment and Application of Series 2009 Expense Account ................................ 26.08. Establishment and Application of Series 1999 Refunding Account ............................. 26.09. Establishment and Application of Series 2009 Project Account ................................... 26.10. Terms of Series 2009 Bonds Subject to the Resolution ............................................... 26.11. Use of Depository ......................................................................................................... 26.12. General Authorization to Agency Chairperson and Other Agency Officers ................. 26.13. Sale of Bonds; Purchase Contract............................................................................... 2614 Approval of Official Statement 2 3 .......................................................................................... ARTICLE XXVII ADDITIONAL COVENANTS OF THE AGENCY 27.01. Tax Covenants; Rebate Fund........................................................................................... 27.02. Housing Set-Aside............................................................................................................ 27.03. Future Obligations; Pledge Limitation ........ .... --....... ...................................................... 27.04. Agreements with Other Taxing Agencies......................................................................... 27.05. Concerning the Series 2009 Bond Insurer and the Reserve Facility for the Series 2009 Bonds........................................................................................................................ 27.06. Continuing Disclosure....................................................................................................... 27.07. Designation of Series 2009 Bonds...... ---------------- ..........._................................................ ARTICLE XXVIII AMENDMENT TO RESOLUTION 28.01. Discharge of Bonds.. APPENDIX A -- FORM OF SERIES 2009 BOND 7 8 8 8 8 9 .....10 .....10 .....10 12 13 13 13 13 13 14 15 RESOLUTION NO. 2009-17 Moved: Member Brockbank Seconded: Member Connolly Sixth Supplemental Resolution Authorizing the Issuance of Not to Exceed $16,000,000 Principal Amount of Central San Rafael Redevelopment Project Tax Allocation Refunding Bonds, Series 2009 WHEREAS, the San Rafael Redevelopment Agency (the "Agency") has heretofore issued its Central San Rafael Redevelopment Project Tax Allocation Refunding Bonds, Series 1977 (the "Series 1977 Bonds") pursuant to Resolution No. 77-69, adopted by the Agency on August 15, 1977 (the "Master Resolution"); and WHEREAS, the Agency has heretofore issued its Central San Rafael Redevelopment Project Tax Allocation Refunding Bonds, Series 1992 (the "Series 1992 Bonds"), pursuant to the Master Resolution and Resolution No. 92-6, adopted April 20, 1992 (the "1992 Resolution"); and WHEREAS, the Agency has heretofore issued its Central San Rafael Redevelopment Project Tax Allocation Bonds, Series 1995 (the "Series 1995 Bonds") pursuant to the Master Resolution, the 1992 Resolution and Resolution No. 95-27, adopted September 5, 1995 (the "1995 Resolution"); and WHEREAS, the Agency has heretofore issued its Central San Redevelopment Project Tax Allocation Bonds, Series 1999 (the "Series 1999 Bonds") pursuant to the Master Resolution, the 1992 Resolution, the 1995 Resolution and Resolution No. 99-16, adopted June 7, 1999 (the "1999 Resolution"); and WHEREAS, the Agency has heretofore issued its Central San Redevelopment Project Tax Allocation Refunding Bonds, Series 2002 (the "Series 2002 Bonds") pursuant to the Master Resolution, the 1992 Resolution, the 1995 Resolution, the 1999 Resolution and Resolution No. 2002-24, adopted September 16, 2002 (the "2002 Resolution"); and WHEREAS, the Agency has heretofore also adopted Resolution No. 96-85 on November 18, 1996 (the "1996 Resolution" and, together with the Master Resolution, the 1992 Resolution, the 1995 Resolution, the 1996 Resolution, the 1999 Resolution, the 2002 Resolution, this Sixth Supplemental Resolution and any other supplemental resolution adopted pursuant to Article VII of the Master Resolution, the "Resolution"); WHEREAS, the Master Resolution provides for the issuance of Additional Bonds (as defined in the Master Resolution) for the purpose of financing or refinancing the Project (as defined in the Master Resolution); and WHEREAS, the Master Resolution provides that it may be amended or supplemented to make provisions not affecting any outstanding series of Bonds of the Agency or for the purpose of curing ambiguities or curing, correcting or supplementing defective provisions in the Master Resolution, as the Agency deems necessary or desirable and not inconsistent with the Master Resolution, and which do not adversely affect the rights of the Holders of the Bonds; and WHEREAS, the Agency has determined to issue an additional series of bonds under the Master Resolution to refund the Series 1999 Bonds that are current interest bonds and to aid in -1- the further financing of the Project, which bonds shall be designated "San Rafael Redevelopment Agency Central San Rafael Redevelopment Project Tax Allocation Refunding Bonds, Series 2009" (the "Series 2009 Bonds"); NOW THEREFORE, BE IT RESOLVED BY THE SAN RAFAEL REDEVELOPMENT AGENCY, AS FOLLOWS: ARTICLE XXV ADDITIONAL DEFINITIONS 25.01. Additional Definitions. Unless the context otherwise requires, the terms defined in this Section 25.01 shall, for all purposes of this Sixth Supplemental Resolution and of any resolutions supplemental hereto, and of any certificate, opinion or other documents herein mentioned, have the meanings herein specified. Capitalized terms not defined in this Section 25.01 shall have the meanings attributed to them pursuant to Section 1.01, Section 10.01, Section 14.01, Section 18.01 or Section 21.01. "Reserve Facility Provider for the Series 2009 Bonds" means the company identified as such, if any, in the Series 2009 Sales Certificate, or any successor thereto. "Series 1999 Irrevocable Refunding Instructions" means the Irrevocable Refunding Instructions to be dated the date of delivery of the Series 2009 Bonds, from the Agency to U.S. Bank National Association, as Fiscal Agent for the Series 1999 Bonds, pursuant to which the Series 1999 Bonds that are current interest bonds are being redeemed and discharged. "Series 1999 Refunding Account" means the account by that name established and applied pursuant to Section 26.08 for the purpose of refunding the Series 1999 Bonds. "Series 2009 Beneficial Owner" means any person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2009 Bonds, including persons holding Series 2009 Bonds through nominees or depositories. "Series 2009 Bond Insurance Policy" means the municipal bond new issue insurance policy, if any, issued by the Series 2009 Bond Insurer that guarantees payment of principal of and interest on the Series 2009 Bonds. "Series 2009 Bond Insurer" means the company identified as such, if any, in the Series 2009 Sales Certificate, or any successor thereto. "Series 2009 Bonds" means the San Rafael Redevelopment Agency, Central San Rafael Redevelopment Project Tax Allocation Refunding Bonds, Series 2009, issued pursuant to Article XXVI hereof. "Series 2009 Call Protection Date" means the date prior to which the Series 2009 Bonds are not subject to optional redemption, as set forth in the Series 2009 Sales Certificate. "Series 2009 Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate of the Issuer dated the date of the issuance and delivery of the Series 2009 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Series 2009 Expense Account" means the account of that name established and applied pursuant to Section 26.07 for the purpose of paying the Costs of Issuance of the Series 2009 Bonds. "Series 2009 Financial Guaranty Agreement" means the agreement, if any, by such name between the Agency and the Reserve Facility Provider of Series 2009 Bonds pursuant to which the Reserve Facility for the Series 2009 Bonds is executed and delivered. "Series 2009 Issue Date" means, with respect to the Series 2009 Bonds, the dated date of the Series 2009 Bonds, as set forth in the Series 2009 Sales Certificate. "Series 2009 Participating Underwriter" or "Participating Underwriter" shall have the meaning ascribed thereto in the Series 2009 Continuing Disclosure Certificate. "Series 2009 Principal Payment Date" means, with respect to the Series 2009 Bonds any December 1 on which principal of the Series 2009 Bonds is scheduled to be paid, as set forth in the Series 2009 Sales Certificate. "Series 2009 Project Account" means the account by that name established hereunder by the Agency within the Redevelopment Fund to hold a portion of the proceeds of the Series 2009 Bonds prior to expenditure on the Project. "Series 2009 Sales Certificate" means the Series 2009 Sales Certificate executed and delivered by the Executive Director pursuant to Section 26.02 hereof specifying certain terms of the Series 2009 Bonds. "Series 2009 Sinking Account Payment Date" means, with respect to the Series 2009 Bonds, any December 1 on which Sinking Account Installments on any Series 2009 Bonds are scheduled to be paid, as set forth in the Series 2009 Sales Certificate. 25.02. Amended Definitions. The definition of Information Services and Securities Depositories set forth in the 1992 Resolution is hereby amended to read as follows: "Information Services" means, in accordance with then current guidelines of the Securities and Exchange Commission, one or more services selected by the Trustee which are then providing information with respect to called bonds, or, if the Trustee does not select a service, then such service or services as the Agency may designate in writing to the Trustee. "Securities Depositories" means The Depository Trust Company; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Agency may designate. -3- ARTICLE XXVI ISSUANCE AND ADDITIONAL TERMS OF SERIES 2009 BONDS 26.01. Authorization. Purpose and Execution of Series 2009 Bonds. The Agency has reviewed all proceedings heretofore taken relative to the authorization of the Series 2009 Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the issuance of the Series 2009 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Agency is now duly authorized, pursuant to each and every requirement of law, to issue the Series 2009 Bonds in the manner and form provided in the Resolution. The Agency further finds and determines that it is in compliance with all covenants set forth in the Master Resolution and hereby authorizes and directs the Chairperson of the Agency (the "Chairperson"), the Executive Director of the Agency (the "Executive Director") or the Director of Economic Development of the City of San Rafael (the "Director of Economic Development") to file a Certificate of the Agency to that effect with the Fiscal Agent. Accordingly, the Series 2009 Bonds shall be issued for the purpose of providing funds to aid in financing the Project. The Series 2009 Bonds shall be designated generally as the "San Rafael Redevelopment Agency Central San Rafael Redevelopment Project Tax Allocation Refunding Bonds, Series 2009." Notwithstanding Section 2.05 of the Resolution, the Series 2009 Bonds may also be executed by the Director of Economic Development. 26.02. Terms of Series 2009 Bonds. The aggregate principal amount of Series 2009 Bonds issued by the Agency under and subject to the terms of the Resolution and the Law shall not exceed sixteen million dollars ($16,000,000). The Series 2009 Bonds shall be issued in such aggregate principal amount, shall be dated such Issue Date, shall bear interest at such rate or rates (payable on June 1 and December 1 of each year, commencing June 1, 2010 or such later date as may be set forth in the Sales Certificate) not exceeding the maximum rate permitted by law, shall mature and become payable as to principal on such Series 2009 Principal Payment Dates in the amounts and subject to such Series 2009 Sinking Account Payments on such Series 2009 Sinking Account Payment Dates, if any, and shall be subject to such other terms and conditions appropriate to the Series 2009 Bonds, including such terms and conditions, if any, required by either the Series 2009 Bond Insurer or the Series 2009 Reserve Facility Provider for the Series 2009 Bonds or otherwise relating to the Series 2009 Bond Insurance Policy and the Reserve Facility issued in connection with the Series 2009 Bonds, as the Chairperson of the Agency or his designee deem appropriate and necessary, all as set forth in the Series 2009 Sales Certificate. The Chairperson, the Executive Director and the Director of Economic Development are each, acting alone, hereby authorized and directed to execute and deliver the Series 2009 Sales Certificate to the Fiscal Agent at the time of the initial delivery of the Series 2009 Bonds. Notwithstanding the foregoing, the Series 2009 Sales Certificate shall not specify an interest rate on any Series 2009 Bond in excess of nine percent (9%) per annum; a true interest cost on all the Series 2009 Bonds in excess of four percent (4%) per annum; nor a maturity date for any Series 2009 Bond after December 1, 2022. Additionally, the underwriter's discount with respect to the Series 2009 Bonds shall not exceed one percent (1.00%) of the principal amount thereof, excluding original issue discount. -4- The Series 2009 Bonds shall be issued as fully registered bonds in the denomination of $5,000, or any integral multiple of $5,000 (not exceeding the principal amount of Series 2009 Bonds maturing at any one time). The Series 2009 Bonds shall be initially issued registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, and shall be evidenced by one Series 2009 Bond for each maturity date of the Series 2009 Bonds in a denomination corresponding to the total principal amount of the Series 2009 Bonds maturing on each such date. The Series 2009 Bonds shall bear interest from the interest payment date next preceding the date of registration thereof, unless such date of registration is an interest payment date, in which event they shall bear interest from such date, or unless such date of registration is prior to the first interest payment date, in which event they shall bear interest from their Issue Date; provided, however, that if, at the time of registration of any Series 2009 Bonds, interest is then in default on the Outstanding Series 2009 Bonds, such Series 2009 Bonds shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding Series 2009 Bonds. Payment of interest on the Series 2009 Bonds due on or before the maturity or prior redemption of such Series 2009 Bonds shall be made to the person whose name appears on the Series 2009 Bond registration books of the Fiscal Agent as the registered owner thereof, as of the close of business on the fifteenth (15th) day of the month preceding the interest payment date (the "Record Date"), such interest to be paid by check mailed by first class mail, postage prepaid, on each interest payment date to such registered owner at his address as it appears on such books or at such other address as he may have filed with the Fiscal Agent for that purpose prior to the Record Date, or, upon written request of a registered owner of at least $1,000,000 in aggregate principal amount of Series 2009 Bonds (specifying such account information as the Fiscal Agent shall require), by wire transfer in immediately available funds to an account within the continental United States designated by such registered owner prior to the Record Date. Interest on the Series 2009 Bonds shall be computed on the basis of a 360 -day year of twelve 30 -day months. Principal of and redemption premiums, if any, on Series 2009 Bonds, and interest due at maturity or upon prior redemption, shall be payable in lawful money of the United States of America upon the surrender thereof at maturity or upon the prior redemption thereof at the corporate trust office of the Fiscal Agent in St. Paul, Minnesota, or such other corporate trust office as may be designated by the Fiscal Agent. Each payment of principal of or interest on the Series 2009 Bonds shall include the CUSIP identification number, if any, on the Series 2009 Bond with respect to which payment is made. -5- 26.03. Redemption of Series 2009 Bonds. (a) Optional Redemption. Series 2009 Bonds due on or before the Series 2009 Call Protection Date shall not be subject to redemption on or before their respective stated maturities. Series 2009 Bonds maturing by their terms after the Series 2009 Call Protection Date shall be subject to redemption as a whole or in part either on a pro rata basis among maturities or in inverse order of maturity (as determined by the Agency), and by lot within any one maturity, prior to their respective maturity dates, upon notice as provided in Section 26.04 hereof, at the option of the Agency, on any date on or after the Series 2009 Call Protection Date, from funds derived by the Agency from any source, at the redemption prices for the applicable redemption dates as specified in the Series 2009 Sales Certificate, together with interest accrued thereon to the date fixed for redemption. Notwithstanding the preceding sentence, the Agency may determine, as set forth in the Sales Certificate, that certain of the Series 2009 Bonds are not subject to optional redemption or that certain of the Series 2009 Bonds shall have a Series 2009 Call Protection Date which is different than the Series 2009 Call Protection Date for other Series 2009 Bonds. If less than all of the Series 2009 Bonds or the Series 2002 Bonds are redeemed pursuant to this subsection 26.03(a) or to subsection 22.03(a) at any one time, the Fiscal Agent shall redeem that amount of Series 2009 Bonds and Series 2002 Bonds in the proportion which the principal amount of the then Outstanding Series 2009 Bonds and Series 2002 Bonds bear to the principal amount of all of the then Outstanding Bonds that are subject to optional redemption. (b) Sinking Account Redemption. Series 2009 Bonds which are Term Bonds, if any, shall also be subject to mandatory redemption in part by lot prior to their stated maturity dates, on the Sinking Account Payment Dates therefor specified in the Series 2009 Sales Certificate, solely from funds deposited by the Agency in the Term Bonds Sinking Account for such Term Bonds established pursuant to the Series 2009 Sales Certificate, at the principal amount thereof plus accrued interest thereon to the redemption date, without premium, upon notice as provided in Section 26.04 hereof. In lieu of mandatory Sinking Account Payments, amounts on deposit in the Special Fund, to the extent not required for debt service on the Bonds, may be withdrawn and used by the Agency at any time to purchase Series 2009 Bonds which are Term Bonds at public or private sale at such prices (including brokerage and other charges and including accrued interest) as the Agency may in its discretion determine. The par amount of any of the Term Bonds so purchased by the Agency in any twelve-month period ending on October 1 in any year shall be credited towards and will reduce the par amount of the Term Bonds otherwise required to be redeemed on the December 1 following such October 1. 26.04. Notice of Redemption. Notice of redemption shall be mailed by first class mail by the Fiscal Agent, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to (i) the respective Owners of Series 2009 Bonds designated for redemption at their addresses appearing on the bond registration books of the Fiscal Agent as of the fifteenth day prior to the date of mailing such notice, (ii) one or more Information Services, (iii) the Securities Depositories, and (iv) the Series 2002 Bond Insurer and the Series 2009 Bond Insurer, if any. The Agency shall provide written notice to the Fiscal Agent of any optional redemption and special mandatory redemption not less than forty-five (45) days prior to the proposed redemption date. Each notice of redemption shall state the date of such notice, the Series 2009 Bonds to be redeemed, the date of issue of such Series 2009 Bonds, the M redemption date, the redemption price, the place or places of redemption (including the name and appropriate address or addresses and telephone number or numbers of the Fiscal Agent), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity, the distinctive certificate numbers of the Series 2009 Bonds of such maturity to be redeemed and, in the case of Series 2009 Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of such Series 2009 Bonds the redemption price thereof or of said specified portion of the principal amount thereof in the case of a Series 2009 Bond to be redeemed in part only, together with premiums, if any thereof, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Series 2009 Bonds be then surrendered at the address or addresses of the Fiscal Agent specified in the redemption notice. The Fiscal Agent shall mail by first class mail a second, identical notice of redemption sixty days after the scheduled redemption date to Owners who failed to surrender their Series 2009 Bonds in connection with such redemption. Failure by the Fiscal Agent to give notice pursuant to this Section to any Bond Insurer, or to any one or more of the Information Services or Securities Depositories, or the insufficiency of any such notice shall not affect the sufficiency of the proceedings for redemption. The failure of any Owner to receive any redemption notice mailed to such Owner and any defect in the notice so mailed shall not affect the sufficiency of the proceedings for redemption. Notwithstanding any other provision of the Resolution, the Agency shall have the right to cause the Fiscal Agent to rescind any notice of redemption given in connection with a redemption pursuant to Section 26.03(a) if on the date set for such redemption, the Agency has not provided sufficient funds to the Fiscal Agent to effect such redemption. Any notice of redemption given in connection with a redemption pursuant to Section 26.03(a) shall state that such notice is subject to rescission by the Agency. 26.05. Form of Series 2009 Bonds. The Series 2009 Bonds, the authentication and registration endorsement and the assignment to appear thereon shall be substantially in the form attached hereto as Appendix "A", with such necessary or appropriate variations, omissions and insertions as permitted or required by this Resolution and the Series 2009 Sales Certificate. 26.06. Application of Proceeds of Sale of Series 2009 Bonds; Allocation Amonq Funds and Accounts. Upon receipt of payment for the Series 2009 Bonds from the purchaser thereof, the Fiscal Agent shall set aside and deposit the proceeds received from such sale and delivery in the following respective funds and in the following order of priority: (a) The Fiscal Agent shall deposit in the Series 2009 Expense Fund established pursuant to Section 26.07 the amount specified in the Series 2009 Sales Certificate; (b) The Fiscal Agent shall deposit in the Series 1999 Refunding Account established pursuant to Section 26.08 the amount specified in the Series 2009 Sales Certificate; (c) The Fiscal Agent shall deposit in the Reserve Account the amount specified in the Series 2009 Sales Certificate; and -7- (d) The Fiscal Agent shall transfer to the Treasurer of the Agency for deposit in the Series 2009 Project Account established pursuant to Section 26.09 the remainder of such proceeds. 26.07. Establishment and Application of Series 2009 Expense Account. (a) The Fiscal Agent shall establish, maintain and hold in trust a separate account designated as the "Series 2009 Expense Account." The moneys in the Series 2009 Expense Account shall be used and withdrawn by the Fiscal Agent to pay the Costs of Issuance of the Series 2009 Bonds. (b) Before any payment from the Series 2009 Expense Account shall be made, the Agency shall file or cause to be filed with the Fiscal Agent a requisition of the Agency stating (i) the item number of such payment; (ii) the name of the person to whom each such payment is due, which may be the Agency in the case of reimbursement for costs theretofore paid by the Agency; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the Agency and are presently due and payable and that each item thereof is a proper charge against the Series 2009 Expense Account and has not been previously paid from said account. (c) The Fiscal Agent shall maintain the Series 2009 Expense Account for a period of 180 days following the date of delivery of the Series 2009 Bonds and then shall transfer any balance therein to the Agency for deposit in the Series 2009 Project Account, and the Series 2009 Expense Account shall be closed. 26.08. Establishment and Application of Series 1999 Refundinq Account. The Fiscal Agent shall establish, maintain and hold in trust a separate account designated as the "Series 1999 Refunding Account." All amounts on deposit in the Series 1999 Refunding Account on the Series 2009 Issue Date shall be applied only as provided in the Series 1999 Refunding Instructions, and are not otherwise available to the payment of debt service on any other Bonds outstanding under the Resolution. 26.09. Establishment and Application of Series 2009 Proiect Account. The Agency shall establish, maintain and hold a separate fund designated as the "Series 2009 Project Account" within the Redevelopment Fund. The moneys in the Series 2009 Project Account shall be used and withdrawn by the Agency to pay the costs of the portion of the Project to be financed with the proceeds of the Series 2009 Bonds. All investment earnings on funds held in the Series 2009 Project Account shall be deposited in the Series 2009 Project Account unless deposited by the Agency in the Rebate Fund. 26.10. Terms of Series 2009 Bonds Subiect to the Resolution. Except as in this Sixth Supplemental Resolution expressly provided, every term and condition contained in the Resolution shall apply to this Sixth Supplemental Resolution and to the Series 2009 Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Sixth Supplemental Resolution. This Sixth Supplemental Resolution and all the terms and provisions herein contained shall form part of the Resolution as fully and with the same effect as if all such terms and provisions had been set forth in the Resolution. The Resolution is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as amended and supplemented hereby. M 26.11. Use of Deoositorv. Notwithstanding any provision of the Resolution to the contrary: (a) The Series 2009 Bonds shall be initially issued as provided in Section 26.02. Registered ownership of the Series 2009 Bonds, or any portions thereof, may not thereafter be transferred except: (i) To any successor of The Depository Trust Company or its nominee, or to any substitute depository designated pursuant to clause (ii) of this subsection (a) ("substitute depository"); provided that any successor of The Depository Trust Company or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) To any substitute depository not objected to by the Fiscal Agent, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the Agency that The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository; provided that no substitute depository which is not objected to by the Fiscal Agent can be obtained, or (2) a determination by the Agency that it is in the best interests of the Agency to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its function as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection 26.11(a) hereof, upon receipt of all Series 2009 Bonds shall be executed and delivered, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Written Request. In the case of any transfer pursuant to clause (iii) of subsection 26.11(a) hereof, upon receipt of all outstanding Series 2009 Bonds by the Fiscal Agent together with a Written Request, new Series 2009 Bonds shall be executed and delivered in such denominations and registered in the names of such persons as requested in such Written Request, subject to the limitations of Section 26.02 hereof; provided the Fiscal Agent shall not be required to deliver such new Series 2009 Bonds within a period less than 60 days from the date of receipt of such Written Request. (c) In the case of partial redemption, cancellation or an advance refunding of any Series 2009 Bonds evidencing all or a portion of the principal maturing in a particular year, The Depository Trust Company shall make an appropriate notation on such Series 2009 Bonds indicating the date and amounts of such reduction in principal in form acceptable to the Fiscal Agent. (d) The Agency and the Fiscal Agent shall be entitled to treat the person in whose name any Series 2009 Bond is registered as the Holder thereof for all purposes of the Resolution and any applicable laws, notwithstanding any notice to the contrary received by the Fiscal Agent or the Agency; and the Agency and the Fiscal Agent shall have no responsibility for In transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Series 2009 Bonds. Neither the Agency nor the Fiscal Agent will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the Holder of any Series 2009 Bond. (e) So long as all outstanding Series 2009 Bonds are registered in the name of "Cede & Co." or its registered assign, the Agency and the Fiscal Agent shall cooperate with "Cede & Co.," as sole registered Holder, and its registered assigns in effecting payment of the principal of and redemption premium, if any, and interest on the Series 2009 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. 26.12. General Authorization to Agencv Chairperson and Other Agencv Officers. The Chairperson, the Executive Director, the Director of Economic Development and all other officers, agents or employees of the Agency are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Series 2009 Bonds, to provide for the issuance of the Series 2009 Bonds in book -entry form, to obtain a Reserve Facility for the Series 2009 Bonds and a Series 2009 Bond Insurance Policy, to provide for the refunding of the Series 1999 Bonds that are current interest bonds (including the delivery of one or more escrow agreements or refunding instructions) and otherwise to effectuate the purposes of the Resolution, and any such actions previously taken by the Chairperson, the Executive Director or the Director of Economic Development and such other officers, agents or employees are hereby ratified, confirmed and approved in all respects. Jones Hall, A Professional Law Corporation, is hereby designated as bond counsel and disclosure counsel with respect to the Series 2009 Bonds, and the Executive Director and the Director of Economic Development are authorized, if they deem it necessary or advisable, to enter into an agreement for legal services with Jones Hall, A Professional Law Corporation, provided that any amounts payable to such firm shall be contingent upon the successful issuance of the Series 2009 Bonds and shall be payable solely from the proceeds of the Series 2009 Bonds. 26.13. Sale of Bonds; Purchase Contract. The Purchase Contract relating to the Series 2009 Bonds (the "Purchase Contract"), among the Agency, the City of San Rafael Joint Powers Financing Authority and E. J. De La Rosa & Co., Inc., substantially in the form on file with the Secretary of the Agency and incorporated herein by reference, is hereby approved. The Chairperson, the Executive Director, the Director of Economic Development or their designee is hereby authorized to sell the Series 2009 Bonds by negotiated sale as set forth in the Purchase Contract; provided that the maximum underwriter's discount or compensation shall not exceed one percent (1.00%) of the principal amount of the Series 2009 Bonds, excluding original issue discount. The Chairperson, the Executive Director, the Director of Economic Development or their designees are each authorized, acting alone, to execute and deliver the Purchase Contract, and are also authorized to take any and all actions reasonably required to consummate the sale and issuance of the Series 2009 Bonds, including the correction of any irregularity, ambiguity or other defect contained herein by inserting appropriate language correcting such irregularity, ambiguity or defect in the Sales Certificate. 26.14. Approval of Official Statement. The preliminary Official Statement relating to the Series 2009 Bonds, in the form presented to this meeting, is hereby approved. The -10- Chairperson, the Executive Director or the Director of Economic Development or their designee are hereby authorized, each acting alone, to "deem final' the preliminary Official Statement in substantially said form pursuant to Rule 15c2-12 of the Securities and Exchange Commission. The Chairperson, the Executive Director, the Director of Economic Development or their designee are hereby authorized, each acting alone, to execute and deliver the final Official Statement in substantially said form with such additions thereto or changes therein as are approved by the Director of Economic Development. -11- ARTICLE XXVII ADDITIONAL COVENANTS OF THE AGENCY 27.01. Tax Covenants; Rebate Fund. (a) In addition to all of the funds and accounts created pursuant to the Resolution, the Fiscal Agent shall establish and maintain with respect to the Series 2009 Bonds a fund separate from any other fund or account established and maintained hereunder designated as the "Series 2009 Rebate Fund." Upon the written direction of the Agency, there shall be deposited in the Series 2009 Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate relating to the Series 2009 Bonds. All money at any time deposited in the Series 2009 Rebate Fund shall be held by the Fiscal Agent in trust, to the extent required to satisfy the rebate requirement, as set forth in the Certificate as to Arbitrage of Agency delivered in connection with the Series 2009 Bonds (the "Arbitrage Certificate"), for payment to the United States of America. Notwithstanding the provisions of Article IV of the Resolution relating to the pledge of Tax Revenues, the allocation of money in the Special Fund, the investments of money in any fund or account and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Series 2009 Rebate Fund shall be governed exclusively by this Section 27.01 and by the Series 2009 Tax Certificate (which is incorporated herein by reference). The Fiscal Agent shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Agency, and shall have no liability or responsibility to enforce compliance by the Agency with the terms of the Arbitrage Certificate. (b) The Agency shall not use or permit the use of any proceeds of Series 2009 Bonds or any funds of the Agency, directly or indirectly, to acquire any securities or obligations, and shall not take or permit to be taken any other action or actions, which would cause any Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code of "federally guaranteed" within the meaning of Section 149(b) of the Code and any such applicable requirements promulgated from time to time thereunder and under Section 103(c) of the Internal Revenue Code of 1954, as amended, as applicable. The Agency shall observe and not violate the requirements of Section 148 of the Code and any such applicable regulations. The Agency shall comply with all requirements of Sections 148 and 149(d) of the Code to the extent applicable to the Bonds. In the event that at any time the Agency is of the opinion that for purposes of this Section 27.01(b) it is necessary to restrict or to limit the yield on the investment of any moneys held by the Fiscal Agent under this Resolution, the Agency shall so instruct the Fiscal Agent under this Resolution in writing, and the Fiscal Agent shall take such action as may be necessary in accordance with such instructions. The Agency shall not use or permit the use of any proceeds of the Series 2009 Bonds or any funds of the Agency, directly or indirectly, in any manner, and shall not take or omit to take any action that would cause any of the Bonds to be treated as an obligation not described in Section 103(a) of the Code. (c) Notwithstanding any provisions of this Section 27.01 if the Agency shall provide to the Fiscal Agent an opinion of nationally recognized bond counsel that any specified action required under this Section 27.01 is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest with respect to the Bonds, the Fiscal Agent and the Agency may conclusively rely on such opinion in complying with the -12- requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent. (d) The Agency hereby designates the Series 2009 Bonds for purposes of paragraph (3) of section 265(b) of the Code and represents that not more than $30,000,000 aggregate principal amount of obligations the interest on which is excludable (under section 103(a) of the Code) from gross income for federal income tax purposes (excluding (i) private activity bonds, as defined in section 141 of the Code, except qualified 501(c)(3) bonds as defined in section 145 of the Code and (ii) current refunding obligations to the extent the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation), including the Series 2009 Bonds, has been or will be issued by the Agency, including all subordinate entities of the Agency, during the calendar year 2009. 27.02. Housinq Set -Aside. The Agency shall comply with all requirements of the Law relating to the deposit of taxes allocated to the Agency from the Project Area in the Low and Moderate Income Housing Fund established by the Agency pursuant to the Law. 27.03. Future Obliqations; Pledqe Limitation. So long as any Bonds are Outstanding, the Agency shall not enter into any obligation or make any expenditure payable from taxes allocated to the Agency under the Law the payments of which, together with payments theretofore made or to be made with respect to other obligations or expenditures (including, but not limited to the Bonds) previously entered into or made by the Agency, would exceed the then -effective limit on the amount of taxes which can be allocated to the Agency pursuant to the Redevelopment Plan. Notwithstanding any other provision hereof, the pledge of Tax Revenues in favor of the Holders shall be limited as required by Section 16112.7(e) of the Government Code. 27.04. Aqreements with Other Taxing Aqencies. So long as any Series 2009 Bonds are Outstanding under the Resolution, the Agency shall not enter into any agreement (except for any agreement in effect at the time of the adoption of Second Supplemental Resolution) with any other taxing agency which operates as a waiver of the Agency's right to receive Tax Revenues under the Agency's Redevelopment Plan, unless such agreement is made expressly subordinate and junior to the terms of the Resolution and the Bonds and to the repayment of Policy Costs. The Agency shall not undertake proceedings for amendment of the Redevelopment Plan if such amendment shall result in payments to one or more taxing entities pursuant to Sections 33607.5 and 33607.7 of the Law unless the Agency shall first determine that such payments will not adversely impair the Agency's ability to pay debt service on the Bonds. 27.05. Concerninq the Series 2009 Bond Insurer and the Reserve Facility for the Series 2009 Bonds. The Agency shall, in the Series 2009 Sales Certificate, agree to such covenants and conditions as are required by the Series 2009 Bond Insurer and the Reserve Facility Provider for the Series 2009 Bonds, and such covenants and conditions shall have the same force and effect as if set forth in this Sixth Supplement Resolution. 27.06. Continuing Disclosure. The Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Series 2009 Continuing Disclosure Certificate. Notwithstanding any other provision of the Resolution, failure of the Agency to comply with the Series 2009 Continuing Disclosure Certificate shall not be considered an event of default under the Resolution. -13- 27.07. Desianation of Series 2009 Bonds. If the issuance of the Series 2009 Bonds occurs in calendar year 2010, the Series 2009 Bonds may, at the option of the Agency, instead be designated "San Rafael Redevelopment Agency Central San Rafael Redevelopment Project Tax Allocation Refunding Bonds, Series 2010." -14- ARTICLE XXVIII AMENDMENT TO RESOLUTION 28.01. Discharge of Bonds. Notwithstanding Section 9.03 of the Resolution, the Agency may discharge all or a portion of a Series of Bonds by making the deposit described in Section 9.03 (1), (2) or (3) with respect to such Bonds, and such Bonds shall no longer be deemed to be outstanding under the Resolution. -15- I, Esther C. Beirne, Agency Secretary of the San Rafael Redevelopment Agency, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of said Agency held on the 16th day of November, 2009, by the following vote, to wit: AYES: MEMBERS: Brockbank, Connolly, Heller, Miller & Chairman Boro NOES: MEMBERS: None ABSENT: MEMBERS: None 51. Esther C. Beirne, Agency Secretary