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HomeMy WebLinkAbout1986-18 CRA ,. \ . . . RESOLUTION NO. 86-18 RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY AMENDING RESOLUTION NO, 85-53 WHEREAS, the Agency has previously authorized and sold its $8,000,000 Santa Ana Inter-City Commuter Station Redevelopment Project Tax Allocation Bonds, 1985 series A; WHEREAS, it is necessary to amend the resolution authorizing the issuance of such Bonds for the purpose of obtaining a rating; NOW, THEREFORE, THE CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1, Section 1 is hereby amended to add the following definition after "Date of Issuance": "Eligible Moneys" means (1) amounts deposited in the Special Fund or any of the Accounts therein which have been held by the Fiscal Agent for a period of not less than ninety-five (95) days during which period no Event of Default under Subsection A(4) of Section 24 has occurred; (2) amounts derived from the investment of amounts described in clause (1) above; (3) proceeds of the sale of the Bonds deposited in the Debt Service Reserve Account or the Escrow Fund, together with earnings derived from the investment of such amounts; (4) drawings under the Letter of Credit; and (5) the proceeds of refunding bonds or other obligations of the Agency issued to provide for the payment in full of all Outstanding Bonds at or before maturity; provided that (i) such bonds or other obligations have been held by the Fiscal Agent for a period of not less than ninety-five (95) days during which no Event of Default under Subsection A(4) of Section 24 has occurred or (ii) the Fiscal Agent has received an unqualified opinion of nationally recognized counsel experienced with bankruptcy matters to the effect that payment of the proceeds of such bonds or obligations to the Bondowners would not constitute voidable payments pursuant to the provisions of section 547 of the United States Bankruptcy Code, in the event the Agency were to become a debtor under the United States Bankruptcy Code." . . . . 8 Section 2. The definition of "Initial Letter of Credit" in Section 1 is hereby amended to read: "Initial Letter of Credit" means the irrevocable direct pay letter of credit or any replacement letter of credit therefore issued by the Bank securing payment of principal (except the principal amount of funds equal to the amount held by the Fiscal Agent in the Escrow Fund and Debt Service Reserve Account) and an amount equal to 19l days' interest on the Bonds calculated at the rate of interest stated in the Initial Letter of Credit," Section 3. The third paragraph of Section 3 is amended by adding the following sentence thereto: "At any time prior to the Initial Reset Date that the rating of the Bank is reduced or withdrawn resulting in a reduction or withdrawal of the rating on the Bonds, the Agency may, at its option, post an Alternate Credit Facility issued by a Bank or financial institution with a rating equal to or higher than the then current rating of the Bank, together with written confirmation from the rating agencies that the rating on the Bonds will not be reduced or withdrawn, Such Alternate Credit Facility shall have a term extending to the Initial Reset Date." Section 4. The sixth paragraph of Section 3 beginning in the ninth line is amended to read in part as follows: ".,.account with a fiscal agent or otherwise, Eligible Moneys sufficient therefor, including, but not limited to, the principal of and the interest earned or to be earned on Federal Securities (purchased with Eligible Moneys)",." Section 5. following: Section 5D is hereby amended by adding the "At least five (5) days prior to the applicable Reset Date, the Fiscal Agent shall notify the Bank that all or a portion of the Bonds will be subject to Mandatory Purchase on the Reset Date and shall submit materals to the Bank to effect a draw upon the Initial Letter of Credit or Alternate Credit Facility in accordance with its terms on the Reset Date. The Purchase Price shall be paid only from proceeds of a draw upon the Initial Letter of Credit or Alternate Credit Facility or other Eligible Moneys. Remarketing proceeds shall be applied to reimburse the Bank pursuant to the Reimbursement Agreement." 1370k/2281/0l -2- . . . . . Section 6, Section 11A(5) and (6) are hereby amended to read as follows: "(5) The Bonds are subject to mandatory redemption as a whole (but not in part) on any date prior to the expiration date of the Initial Letter of Credit, upon receipt by the Fiscal Agent of written notice from the Bank that an event of default under the Reimbursement Agreement has occurred and instructing the Fiscal Agent to redeem all Bonds. (6) The Special Term Bonds are subject to mandatory redemption as a whole or in part on December 15, 1986, December 15, 1987, and December 15,1988 in the event proceeds remaining in the Escrow Fund cannot be invested in investments at a rate equal to or in excess of the 7,5% per annum which would maintain the rating on the Bonds and on December 15, 1990, if the Tax Revenues with respect to the Bonds received or to be received by the Agency for the 1990/91 Fiscal Year are not equal to at least 1.20 times the Maximum Annual Debt Service remaining on the Bonds then Outstanding payable from moneys on deposit in the Escrow Fund." Section 7, follows: Section llC is hereby amended to read as "c. Redemption Account. Prior to the mailing of notice as requ~red above, the Fiscal Agent shall establish, maintain and hold in trust a separate account within the Special Fund created pursuant to Section 12 hereof entitled "Redemption Account", The Fiscal Agent shall draw upon the Initial Letter of Credit or Alternate Credit Facility in accordance with its terms in connection with a mandatory redemption under Section llA(5) not later than 10:00 A,M. (California time) on the Second Business Day prior to the date of redemption and shall make written request for withdrawal of moneys invested under the Investment Agreement in the Escrow Fund and Debt Service Reserve Account as provided in Section 3(a) of the Investment Agreement. There shall be set aside in the Redemption Account prior to mailing notice of optional or mandatory redemption (other than mandatory redemption pursuant to Section llA(5) hereof, moneys for the purpose of and sufficient to redeem, at a price equal to the principal of, premium, if any, and interest payable as provided in this Resolution, the Bonds designated in the notice of redemption, The moneys must be set aside in the Redemption Account solely for that purpose and shall be applied on or after the redemption date to the payment principal of, interest on and premium, if any, of the Bonds to be 1370k/2281/01 -3- . . . . . redeemed upon presentation and surrender of the Bonds at the corporate trust office of the Paying Agent in New York, New York." Section 8, follows: Section 13C is hereby amended to read as "c, The moneys set aside in the Escrow Fund shall be held by the Fiscal Agent solely for the benefit of the Bondholders until transferred to the Redevelopment Fund as hereinafter provided and until so transferred shall not in any way become or be treated as the property of the Agency and the Agency shall have no interest in or right to claim such moneys, The moneys in the Escrow Fund shall be transferred to the Redevelopment Fund annually on December 15,1986, December 15,1987 and December 15, 1988 upon receipt by the Fiscal Agent of (i) evidence satisfactory to it that the then effective Initial Letter of Credit or Alternate Credit Facility has been replaced by a new letter of credit issued by the Bank or other financial institution with an equal investment grade rating in an amount equal to the then stated amount of the then effective Initial Letter of Credit or Alternate Credit Facility plus the amount to be disbursed less any increase in the Debt Service Reserve Account; (ii) written evidence from Moody's Investors Service, Inc. if Moody's Investors Service, Inc. rates the Bonds or Standard & Poor's Corporation if Standard & Poor's Corporation rates the Bonds satisfactory to the Fiscal Agent that the new letter of credit will not result in a reduction or withdrawal of the rating with respect to the Bonds; and (iii) a certificate or opinion of an Independent Financial Consultant that Tax Revenues to be received by the Agency during such Bond Year, based upon the most recent assessed valuation of taxable property in the Redevelopment project Area, furnished by the appropriate officer of the County of Orange, will be at least equal to 1,20 times the Maximum Annual Debt Service on the Bonds less the Maximum Annual Debt Service on the aggregate principal amount of that portion of the Bonds equal to the amount which will remain in the Escrow Fund immediately following any such transfer, Any moneys remaining in the Escrow Fund on December 1, 1990 shall be transferred to the Redemption Fund and applied to the redemption of Special Term Bonds on December 15,1990 pursuant to Section llA(6)." Section 9. The first paragraph of Section 15 is amended to add the following sentence after the second sentence as follows: "...Resolution, Each deposit of moneys received by the Fiscal Agent shall be held in a separate subaccount in the Special Fund until such moneys constitute Eligible Moneys and thereafter be applied as herein provided. As long,.." 1370k/2281/01 -4- 8 . . . 8 Section 10, The following paragraph is added as the second paragraph of section 15: "Notwithstanding anything herein to the contrary, the principal of, interest and redemption premium (if any) on the Bonds shall be payable solely from Eligible Moneys. Under no circumstances shall the Fiscal Agent apply amounts from any source whatsoever other than Eligible Moneys to the payment of the Bonds. The Fiscal Agent shall not treat as Eligible Moneys any amounts described in (i) clause (1) or (5)(i) of the definition of Eligible Moneys as of any date unless the Fiscal Agent shall have received a Certificate of the Agency, dated as of such date which shall not be less than 7 days prior to the date such moneys are required to be applied, stating that during the preceding 95-day period no Event of Default described under subsection A(4) of Section 24 has occurred or (ii) clause (5)(ii) of the definition of Eligible Moneys as of any date unless the Fiscal Agent shall have received an unqualified opinion of nationally recognized counsel experienced with bankruptcy matters, dated as of such date which shall be not less than 7 days prior to the date such moneys are required to be applied, to the effect that payment of the proceeds of such bonds or obligations to the Bondholders would not constitute voidable payments pursuant to the provisions of Section 547 of the United States Bankruptcy Code, in the event the Agency were to become a debtor under the United States Bankruptcy Code. In the event the Fiscal Agent shall not have received any Certificate of the Agency or opinion of counsel required pursuant to this Section on the date which is seven (7) days prior to the date upon which Eligible Moneys are required to pay the principal of, interest or redemption premium (if any) on the Bonds, the Fiscal Agent shall promptly notify the Agency of such fact by telephonic communication," Section 11. The first sentence of subparagraph (a) of Section 15 is amended to read as follows: "(a) Interest Account. Deposits shall be made from Eligible Moneys into the Interest Account so that the balance therein on the Interest Payment Date shall equal the interest payable on such Interest Payment Date...," Section 12. The first sentence of subparagraph (b) of Section 15 is amended to read in part as follows: ". , ,next be made from Eligible Moneys into the Principal Account so that the balance in the Principal Account on the date of the payment of any installment of principal of the Bonds, whether a scheduled Minimum Sinking Account Payment or at maturity, is equal to the principal coming due on such date." 1370k/2281/0l -5- 8 . . . . Section 13, Subparagraph (c) of Section 15 in the third line is amended to read in part as follows: "..,deposits shall be made from Eligible Moneys to the Debt Service Reserve Account,..," Section l4. Subparagraph (c) of Section 15 is hereby amended by adding the following sentence to the end thereof: "The Fiscal Agent shall not submit a request pursuant to the Investment Agreement to withdraw funds from the Debt Service Reserve Account in order to reimburse the Bank for draws on the Letter of Credit unless and until a new letter of credit is obtained which replaces the Letter of Credit; such new letter of credit to be in an amount equal to the sum of (i) the then stated amount of the Letter of Credit being replaced, plus (ii) an amount equal to the funds to be withdrawn from the Debt Service Reserve Account," Section 15. The final sentence of the first paragraph of Section l6 is amended to read in part as follows: "The moneys held by the Fiscal Agent other than those invested pursuant to the Investment Agreement may only be invested in government obligations with maturities of thirty days or less." Section 16. The third paragraph, subparagraph (b), of Section 17 in the ninth line is amended to read in part as follows: "",outstanding Bonds and Parity Bonds, provided that such additional moneys deposited in the Debt Service Reserve Account shall be deposited in a separate subaccount as provided in Section 15(c) and held therein until such time as they become Eligible Moneys, (iii) the disposition..." Section 17. The following paragraphs are added to Section 17 following subparagraph (e): "(f) receipt of written confirmation from the Bank or issuer of the Alternate Credit Facility that, to the extent the Initial Letter of Credit or Alternate Credit Facility is outstanding, the amount of the Initial Letter of Credit or Alternate Credit Facility will be increased to include the principal amount of the Additional Bonds plus 191 days' interest thereon." "(g) receipt of written confirmation from Standard & Poor's Corporation that the issuance of Parity Bonds will not result in a reduction or withdrawal of the rating on the Bonds." 1370k/228l/0l -6- 8 . . . . Section l8. The final paragraph of Section 17 is amended by adding the following sentence thereto: "Any junior lien Bonds shall be issued pursuant to a separate resolution and the proceeds thereof and any revenues pledged as security therefor shall be held in separate funds and accounts segregated from any funds or accounts created hereunder," Section 19. The first paragraph of Section 20 is hereby amended by adding the following sentence after the first sentence thereof: "The Fiscal Agent shall act as the agent of the Bondholders for the purpose of receiving the proceeds of any draw upon the Initial Letter of Credit or any Alternate Credit Facility and for the purpose of holding the moneys deposited in the Interest Account, Principal Account, Debt Service Reserve Account and Escrow Fund for the benefit of the Bondholders," Section 20, The second paragraph of Section 20 in the fourth and sixteenth lines are amended to read in part as follows: ",..successor shall be a commercial bank or trust company doing business and.,." "."commercial bank or trust company into which the Fiscal Agent may be merged.,." Section 21. Section 26: The following section is added following "Section 27. Notice to Ratin'l Agencies. The Fiscal Agent or the Agency shall give not1ce to Moody's Investors Service Inc., 99 Church Street, New York, New York 10003, Attn: Municipal Department, Structured Financing Group and to Standard & Poor's Corporation, 25 Broadway, New York, New York 10004, Attn: Municipal Finance Department by first class mail, postage prepaid upon any change in the Fiscal Agent or the Remarketing Agent, material change in the terms of the Resolution, the Reimbursement Agreement, the Investment Agreement, the Initial Letter of Credit or the Remarketing Agreement, expiration of the Initial Letter of Credit or change in the interest rate on the Bonds." ~ 1370k/2281/0l -7- # . . . . . Section 22. Effective Date, effect upon adoption. This Resolution shall take ADOPTED AND APPROVED THE 15thday of April (SEAL) Secreta 0 he City of Santa Ana Community Redevelopment Agency APPROVED AS TO FORM: 1370k/2281/01 ,1986, w Chairman of the City of Santa Ana Community Redevelopment Agency -8- 11 . . . . . STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF SANTA ANA ) )ss. ) SECRETARY'S CERTIFICATE RE ADOPTION OF RESOLUTION I, RAX Sw~n~nn , Secretary of the City of Santa Ana Community Redevelopment Agency, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Agency at a regular meeting of the Agency held on the ~ day of April 1986, and that the same was passed and adopted by the following vote: AYES: Members Acosta, Griset, Hart, Johnson Luxembourger, McGuigan and Young NOES: Members NONE ABSENT: Members NONE ABSTAIN: Members (SEAL) STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF SANTA ANA ) )ss, ) SECRETARY'S CERTIFICATE OF AUTHENTICATION I, , Secretary of the City of Santa Ana Community Redevelopment Agency, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. of the Agency and that the Resolution was adopted at the time and by the vote stated on the above certificate, and has not been amended or repealed. Secretary of the City of Santa Ana Community Redevelopment Agency (SEAL) 1370k/228l/01 -9-