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HomeMy WebLinkAbout1993-17 CRA .. . . . AUG 02 '93 03:41PM CRRICK HERRINGTON LA P.3/6 ." RBSOLtJTION NO. 93-11. RESOLUTION OJ!' TIiB COØCIJNITY RBDBVEI.OPMKIr1' AGENCY OF THE CITY OF SANTA ANA AUTHORIZLNG 111m DIRECTING THE :rSSUANCB AND BALli OB REPUNDING BONDS OF THE REDEVEI.OPMBNT AGBNCY !?OR THE SANTA ANA SOUTH MAIN STRBET REDBVBJ.OPMEHT PROJECT; APPJ.OVING FORMS OF AND AUTHORIZING EXECUTION AND DEIoIVERY OF AN INDENTURE, A BOND PUI!.CHASB AGREEMENT, REFtJRDING ESCROW AGREBMBNTS AND OTHBR RELATED DOCUMBNTS; APPROVING THE FORM or AND DISTRIBtn'ION OF AN OFFICIAL STATEMBln' FOR THE SALB OF SAID BONDS; DELEGATING TO OFFICERS OJ!' THE AGENCY THE AUTHORIZATION TO ENTER IN'l'O AGREEMBNTS AND TO TAD NECBSSARY ACTIONS AND PRBPARE NECESSARY DOCUMENTS WHEREAS, the Community Redevelopment Age~cy of the City of Santa Ana (the "Agency"), has heretofore issued its COmmunity Redevelopment Agency of the City of Santa Ana, California, Santa Ana South Main Street Redevelopment Project Tax Allocation Refunding Bonds, 1986 Series A (herein referred to as the .Series 1986 BOnds"), to refinance the Agency's Santa Ana South Main Street Redevelopment Project; and WHEREAS, the Agency has heretofore issued its Community Redevelopment Ag&ncy of the City of Santa Ana, california, Santa Ana South Main Street Redevelopment project 1989 Series D Tax Allocation Refunding Bonds (herein referred to as the "Series 1989 Bonds"), to refinance the Agency's Santa Ana South Main Street Redevelopment Project; and WHEREAS, the Agency has detennineci, and does hereby declare, that it is necessary and desirable to issue its Community Redevelopment Agency of the City of Santa Ana, California, Santa Ana South Main Street Redevelopment Project Tax Allocation Refunding Bonds, Series 1993D (the LA14222I.1 --.. " . . . HUG Ø2 '93 03:41PM CRRICK HERRINGTON LA P.4/6 ':. "Series 1993 Bonds") for the purposes of (1) refunding the outstaDding Seriea 1989 Bonds (the "1989 Refunded Benda") and the Series 1986 Bonds (the "1986 Refunded Bonds") (COllectively, the "Refunded Bonds"), (2) financing certain redevelopment projecta and (3) financing certain costs incurred in connection with the issuance, sale and delivery of the Series 1993 Bonds, and in connection with the refunding and det'ea8ancli of the Refunãed Bonds¡ and has furthsJ:lllOre determined that it is neceasary and desirable that the Series 1993 Bands be sold by negotiated sale; and WHBRBAB, the Agency and the City have authorized the creation of the Santa Ana Financing Authority (the "Authority") pursuant to the laws of the State of california, which will be empowered. by that certain Joint Exercise of Powers Agreement dated as of August 1, 1993, by and between the City and the Agency, to purchase bonds issued by the Agency at public or negotiated salel and WHERBAS, the Agency 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 1993 Bonds or, alternatively, one or lIlore Bond Purchase Agreements with the Authority as purchaser using proceeds of bonds to be issued by the Authority and purChased by Donald.on, Lufkin ~ Jenrette (in either case, the "underwriter"}; and LAI..s222U 2 -~ . . . .. WHEREAS, the Agency proposes to enter into an Indenture with a bank or trust company named therein as trustee (the "Trustee"), for the issuance of the Series 1993 Bonds; and WHEREAS, the Agency proposes to enter into (i) a Refunding Escrow Agreement with Dai-Ichi Kangyo Bank of California, as escrow agent (the "1989 Escrow Agent"), for the purpose of defeasing the 1989 Refunded Bonds and (ii) a Refunding Escrow Agreement with Bank of America National Trust and Savings Association, as escrow agent (the "1986 Escrow Agent"), for the purpose of defeasing the 1986 Refunded Bonds; and WHEREAS, a form of Bond Purchase Agreement, a form of Indenture, and forms of Refunding Escrow Agreements 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 1993 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 1993 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 1993 Bonds, for the purposes of (1) refunding the Refunded Bonds; (2) financing certain redevelopment project and (3) financing certain LAI,52228.1 3 40990-9-WWB-œI26/93 . . . AIJG 1'12 '93 1'13: 42PM ffiRICK HERRINGTON LA P.5/6 '. costs incurred in connection with the issuance, sale and delivery of the Series 1993 Bonds, and with the refunding and defeasance of the Refunded Bonds, is hereby approved. Section 2. The form of Indenture by and between the Agency and the Trustee, on tile with the Secretary of the Agency and inoorporated into this Resolution by reference, is hereby approved. The Bxecutive 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 rndenture in substantially the fozm 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 purchaees the Series 1993 Bonôs with proceeds of bonde issued by the Authority, and such additions, changes or insertions as may be necessary or appropriate to incorporate bond insurance, a reserve fund surety or the Derivative Products) 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, change8 or insertions shall specify: with respect to the Series 1993 Bonds, a principal amount not in excess of $47,000,000, an interest rate or rates not in excess of seven percent (7') (or twelve percent (12t) if any Derivative Products are used), and a final maturity not later than September 1, 2019. 1A1-$22:I8.1 4 _wwa-DIIO2I93 . . . " 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 Authority and the Underwriter to purchase the Series 1993 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 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 1993 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, cþanges or insertions shall specify with respect to the Series 1993 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 three percent (3%). LAl-S2228.1 5 40990-9- wwø.q¡ /26/93 . ~-- . . . .. section 4. The forms of Refunding Escrow Agreements, on file with the Secretary of the Agency and incorporated into this Resolution by reference, are 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 each of such Refunding Escrow Agreements between the Agency and the 1986 Escrow Agent and the 1989 Escrow Agent, respectively, in substantially the respective forms 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 each Refunding Escrow Agreement. section 5. The form of preliminary official statement relating to the Series 1993 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 1993 Bonds. with respect to the Series 1993 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. lAl.5222U 6 4Q99O-9-WWB-œI26193 . . . .. (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 1993 Bonds and any such distribution previously made by the Underwriter is hereby ratified and confirmed. (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 1993 Bonds. (6) In the event the Authority purchases the Series 1993 Bonds using proceeds of bonds issued by the Authority, !A1-5m3.1 7 40990-9- WWII47126193 . . . 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 "deemed 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 1993 Bonds are hereby 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 1993 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 1993 Bonds set forth in the official statement(s); the execution and delivery of an auction agent agreement, index agent agreement, broker/dealer !.A1-3222B,1 8 40990-9- WWB-O1I26193 ~- ! 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 1993 Bonds in accordance with the Indenture, the Bond Purchase Agreement(s), the Refunding Escrow Agreements, the final official statement(s), the Derivative Product documents, in 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 1993 Bonds. section 7. This Resolution shall become effective immediately upon its passage. PASSED AND ADOPTED this 2nd day of August ,1993. ~~ ATTEST: . LAI-sma.1 9 4O!I9O-9-WWB-07126193 . . . , '. Secretary APPROVAL AS TO FORM: ~ Agency ou sel SECRETARY'S CERTIFICATE I, Cynthia Nelson , Secretary of the Community Redevelopment Agency of the City of Santa Ana, do hereby certify as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted by a vote of a majority of the members of the Community Redevelopment Agency of the City of Santa Ana at a regularly scheduled meeting of said Agency duly and regularly and legally held at the city of Santa Ana, California, on August ~,1993, of which all of such members had due notice, as follows: AYES: LUTZ, MILLS, MORENO, RICHARDSON, YOUNG NOES: ABSENT: NORTON, PULIDO An agenda of said meeting was posted at least 72 hours before said meeting at 22 Civic Center Plaza, Santa Ana, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. I have carefully compared the foregoing with.the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. Dated: August 2 , 1993. lAl.5222U I!tp:/)d ~ ~ SECRETARY OF THE MMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA 4O!I9O-9-WWB-œ126f93 10 .