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HomeMy WebLinkAbout1993-20 CRA . RESOLUTION NO. 93-~ RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AUTHORIZING AND DIRECTING THE ISSUANCE AND SALE OF REFUNDING BONDS OF THE REDEVELOPMENT AGENCY FOR THE CITY OF SANTA ANA REDEVELOPMENT PROJECT; APPROVING FORMS OF AND AUTHORIZING EXECUTION AND DELIVERY OF AN INDENTURE, A BOND PURCHASE AGREEMENT, A REFUNDING ESCROW AGREEMENT AND OTHER RELATED DOCUMENTS; APPROVING THE FORM OF AND DISTRIBUTION OF AN OFFICIAL STATEMENT FOR THE SALE OF SAID BONDS; DELEGATING TO OFFICERS OF THE AGENCY THE AUTHORIZATION TO ENTER INTO AGREEMENTS AND TO TAKE NECESSARY ACTIONS AND PREPARE NECESSARY DOCUMENTS WHEREAS, the community Redevelopment Agency of the city of Santa Ana (the "Agency"), has heretofore issued its community Redevelopment Agency of the city of Santa Ana, California, city of Santa Ana Redevelopment Project 1989 series B Tax Allocation Refunding Bonds, (herein referred to as the "series 1989B . Bonds"), to refinance the Agency's city of Santa Ana Redevelopment project; and WHEREAS, the Agency has determined, and does hereby declare, that it is necessary and desirable to issue its community Redevelopment Agency of the city of Santa Ana, california, City of santa Ana Redevelopment Project subordinate Tax Allocation Refunding Bonds, series 1994B (the "Series 1994 Bonds") for the purposes of (1) refunding a portion of the outstanding series 1989B Bonds, as more particularly described in the Indenture, hereinafter defined, (the "Refunded Bonds"), (2) financing certain costs incurred, including reserves that may be required, in connection with the issuance, sale and delivery of the Series 1994 Bonds, and in connection with the refunding . 4O99C).9-WWB-12l09/93 LAI-6044U , . . . . and defeasance of the Refunded Bonds; and has furthermore determined that it is necessary and desirable that the Series 1994 Bonds be sold by negotiated sale; and WHEREAS, the Aqency and the city have authorized the creation of the Santa Ana Financinq Authority (the "Authority") pursuant to the laws of the State of California, which will be empowered by that certain Joint Exercise of Powers Aqreement dated as of August 1, 1993, by and between the city and the Aqency, to purchase bonds issued by the Aqency at public or negotiated sale; and WHEREAS, the Aqency proposes to enter into one or more Bond Purchase Agreements with the Authority and Donaldson, Lufkin & Jenrette for the sale and purchase of the Series 1994 Bonds or, alternatively, one or more Bond Purchase Agreements with the Authority as purchaser using proceeds of bonds to be issued by the Authority and purchased by Donaldson, Lufkin & Jenrette (in either case, the "Underwriter"); and WHEREAS, the Aqency proposes to enter into an Indenture with a bank or trust company named therein as trustee (the "Trustee"), for the issuance of the Series 1994 Bonds; and WHEREAS, the Aqency proposes to enter into a Refundinq Escrow Agr...ent, Series 1989B with Dai-Ichi Kanqyo Bank of California, as escrow agent (the "Escrow Aqent") , for the purpose of defeasinq the Refunded Bonds; and LAI-60448.1 2 40990-9-~12lO9/93 . . . . . WHEREAS, a form of Bond purchase Agreement, a form of Indenture, and a form of Refunding Escrow Agreement have been submitted to the Secretary of the Agency; and WHEREAS, there has been submitted to the Secretary of the Agency a form of preliminary official statement describing the Series 1994 Bonds; and WHEREAS, there has been submitted to the secretary of the Agency information and materials (including certain form documents) regarding various financing options available to the Agency regarding the Series 1994 Bonds, including SHORTS/LONGS, (referred to as "Derivative Products"); NOW, THEREFORE, BE IT RESOLVED by the community Redevelopment Agency of the city of Santa Ana as follows: section 1. The issuance and sale of the Series 1994 Bonds, for the purposes set forth in the preambles is hereby approved. section 2. The form of Indenture by and between the Agency and the Trustee, on file with the Secretary of the Agency and incorporated into this Resolution by reference, is hereby approved. The Executive Director of the Agency is hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver the Indenture in substantially the form on file with the Secretary of the Agency, with such additions or changes or insertions thereto (including, without limitation, any additions, changes or insertions that may be necessary or appropriate if the Authority purchases the Series LAI-4044U 3 4O99G-9-WWB-12I09193 I . . . . 1994 Bonds with proceeds of bonds issued by the Authority, such additions, changes or insertions as may be necessary or appropriate to incorporate bond insurance, a reserve fund surety or the Derivative Products and such additions, changes or insertions as may be necessary or appropriate to provide for the issuance of the Series 1994 Bonds on a parity with the outstanding Series 1989B Bonds, if in each instance, it is in the best financial interest of the Agency) which the Executive Director may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Indenture; provided, however, that such additions, changes or insertions shall specify: with respect to the Series 1994 Bonds, a principal amount not in excess of $98,000,000, an interest rate or rates not in excess of seven percent (7'> (or twelve percent (12') if any Derivative Products are used), and a final maturity not later than September 1,2033. section 3. The form of Bond Purchase Agreement among the Agency, the Authority and the Underwriter, on file with the Secretary of the Agency and incorporated into this Resolution by reference, is hereby approved. The Executive Director of the Agency is hereby authorized and directed, for and in the name of and on behalf of the Agency, to accept the offer of the AJ1thority and the Underwriter to purchase the Series 1994 Bonds as reflected in the Bond Purchase Agreement; and to execute and deliver one or more Bond Purchase Agreements in substantially the form on file with the Secretary of the Agency, with such LAI-6O44I.1 4 4Q99O-'-WWB-I2I09193 , . . . . additions or changes or insertions thereto which the Executive Director may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Such changes may include (without limitation) deletion of the Underwriter as party to the Bond Purchase Agreement (and other related changes) in the event that the Authority is to purchase the Series 1994 Bonds using proceeds of bonds to be issued by the Authority and sold to the Underwriter pursuant to a separate bond purchase agreement; provided, that in any case such additions, changes or insertions shall specify with respect to the Series 1994 Bonds, an interest rate or rates not in excess of seven percent (7%> (without regard to any Derivative Products); an underwriter's discount or (if sold at par or a premium) an underwriter's fee not in excess of one and one-half percent (1.50%) and an original issue discount not in excess of nine percent (9%). Section 4. The form of Refunding Escrow Agreement, on file with the Secretary of the Agency and incorporated into this Resolution by reference, is hereby approved. The Executive Director of the Agency is hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver such Refunding Escrow Aqreement between the Agency and the Escrow Agent, in substantially the form on file with the Secretary of the Agency, with such additions, changes or insertions thereto which the Executive Director may require or approve, such approval to be conclusively evidenced by the execution and delivery of such Refunding Escrow Agreement. 1A1.40448.1 5 4O99G-9- WWB-I2I09/93 . . . section 5. The form of preliminary official statement relating to the Series 1994 Bonds, on file with the Secretary of the Agency and incorporated into this Resolution by reference, is hereby approved. The Executive Director of the Agency is hereby authorized and directed to cause to be prepared a final official statement in substantially similar form relating to the Series 1994 Bonds. with respect to the Series 1994 Bonds: (1) The Executive Director is hereby authorized and directed to cause such changes to be made in the preliminary official statement as such officer may require or approve, which approval shall be conclusively evidenced by execution and delivery of a "deemed final" certificate hereafter mentioned. (2) The Executive Director of the Agency is hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver a certificate deeming the preliminary official statement final as of its date, except for certain final pricing and related information, for purposes of Securities Exchange Commission Rule 15c2-12. (3) The Underwriter is hereby authorized to distribute the preliminary official statement as so deemed final to prospective purchasers of the Series 1994 Bonds and any such distribution previously made by the Underwriter is hereby ratified and confirmed. 1-'1-..&.1 6 40990-9-WWB-I2/09M . . . (4) The Executive Director is hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute a final official statement in substantially the form of such deemed final preliminary official statement, including such final pricing and related information and with such additions, changes or insertions thereto which the Executive Director may require or approve, such approval to be conclusively evidenced by the execution and delivery of such official statement. (5) The Underwriter is hereby authorized to distribute copies of said final official statement to all actual purchasers of the applicable series of Series 1994 Bonds. (6) In the event the Authority purchases the Series 1994 Bonds using proceeds of bonds issued by the Authority, a preliminary official statement and final official statement will be executed by the Authority but are hereby authorized to contain the information contained in the Agency's preliminary official statement on file with the Secretary of the Agency with such changes as the Executive Director may require or approve, such approval to be conclusively evidenced by the execution and delivery of a "deeaed final" certificate as to such information by the Executive Director of the Agency. section 6. All actions heretofore taken by the officers and agents of the Agency with respect to the sale, execution and delivery of the Series 1994 Bonds are hereby LAI--,I 7 _9-W'Na-11l09193 . . . approved, confirmed and ratified, and the Executive Director, Secretary, Treasurer and General Counsel of the Agency and any and all other officers of the Agency are hereby authorized and directed, for and in the name of and on behalf of the Agency, to do any and all things and take any and all actions, including (without limitation) the securing of a policy of municipal bond insurance and/or reserve fund surety for the Series 1994 Bonds; the execution and delivery of any and all certificates, requisitions and agreements; the conformation of any and all documents to the requirements of the Bond Purchase Agreement(s), to the requirements of the municipal bond insurer or insurers, if any, and to the description of the Series 1994 Bonds set forth in the official statement(s); the execution and delivery of an auction agent agreement, index agent agreement, broker/dealer agreement or other documents required in connection with any SHORTS/LONGS, all such documents to follow the standard forms thereof with such changes therein as the Executive Director of the Agency may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, and such other documents including but not limited to those described in the Bond Purchase Agreement(s) as finally executed and delivered, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Series 1994 Bonds in accordance with the Indenture, the Bond Purchase Agreement(s), the Refunding Escrow Agreement, the final official statement(s), the Derivative Product documents, in LAI.-a.1 8 -'WW8-12/09193 . . . each case as finally executed and delivered, this resolution and all related documents. The Agency hereby determines that the Derivative Products and related documents are each designed to reduce the amount or duration of payment, rate, spread, or similar risk and result in a lower cost of borrowing when used in combination with the issuance of the Series 1994 Bonds. Section 7. The Agency hereby finds and determines that the Series 1994 Bonds have been "authorized" by this Resolution, within the meaning of Section 33333.6(h) of the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California), as amended by AB 1290, the Community Redevelopment Law Reform Act of 1993 (as amended, the "Redevelopment Law"); and the Agency reserves and asserts the right to receive property taxes pursuant to section 33670 of the Redevelopment Law to pay debt service on the Series 1994 Bonds through the final maturity of the Series 1994 Bonds, which, pursuant to section 2 hereof, shall not be later than September 1 2033. LAI-60441.1 9 4O99G-9-WWB-12IO9/93 . . . Section 8. This Resolution shall become effective immediately upon its passage. PASSED AND ADOPTED this ~ day of December, 1993. ~{~ ATTEST: ~~~ Sééretary APPROVAL AS TO FORM: ~4~ genc C sel LAI-6O44l.1 10 ~WWB-I2/09193