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HomeMy WebLinkAbout2003-06 CRAbk:4/29/03 RESOLUTION NO. 2003-06 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AUTHORIZING ISSUANCE OF ITS SANTA ANA SOUTH MAIN STREET REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS, SERIES 2003B, APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF SECOND SUPPLEMENT TO INDENTURE OF TRUST RELATING THERETO, INCREASING AUTHORIZED PRINCIPAL AMOUNT OF ITS SANTA ANA SOUTH MAIN STREET REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, SERIES 2003A, AUTHORIZING SALE OF BONDS, APPROVING OFFICIAL STATEMENT AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Board of Directors of the Community Redevelopment Agency of the City of Santa Ana hereby finds, determines and declares as follows: A. The Community Redevelopment Agency of the City of Santa Ana (the "Agency") is a redevelopment agency, and public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the "Law"), including the power to issue bonds for any of its corporate purposes. B. A Redevelopment Plan for the redevelopment project, designated "Santa Ana South Main Street Redevelopment Project", in the City of Santa Ana, California (the "Redevelopment Project"), has been adopted in compliance with all requirements of the Law. C. To finance and refinance redevelopment activities with respect to the Project Area, the Agency issued its $44,650,000 aggregate principal amount of Santa Ana South Main Street Redevelopment Project Tax Allocation Bonds, Series 1993D (the "Series 1993D Bonds") pursuant to an Indenture, dated as of August 1, 1993, by and between the Agency and Dai-Ichi Kangyo Bank of California (the "1993 Indenture"). D. The Agency to finance certain additional redevelopment activities (within the meaning of Section 33678 of the Law) with respect to the Project Area the Agency authorized the issuance pursuant to Resolution No. 2003-01, adopted January 6, 2003, of not to exceed $25,000,000 aggregate principal amount of Santa Ana South Main Street Redevelopment Project Tax Allocation Bonds, Series 2003A (the "Series 2003A Bonds") pursuant to the Law, the 1993 Indenture and a First Supplement to Indenture, dated as of January 1, 2003, by and between the Agency and the Trustee (the "First Supplement"). E. The Agency desires to confirm the authorized principal amount of the Series 2003A in an amount not to exceed $25,000,000. F. Pursuant to said Resolution and the First Supplement the Series 2003A Bonds will be issued as Additional Bonds (within the meaning of the 1993 Indenture) on a parity with the Series 1993D Bonds. G. The Agency has also determined to refinance the Series 1993D and, in implementation thereof, the Agency has determined to issue its not to exceed $39,000,000 aggregate principal amount of Santa Ana South Main Street Redevelopment Project Tax Allocation Refunding Bonds, Series 2003B (the "Series 2003B Bonds" and, together with the Series 2003A Bonds, the "Bonds") pursuant to the Law, the 1993 Indenture and a Second Supplement to Indenture, dated as of Mamh 1, 2003, by and between the Agency (the "Second Supplement") and the Trustee to provide funds to refund and defease the 1993D Bonds. H. In order that the Series 2003B Bonds will be issued as "current refunding bonds" under applicable federal tax laws, the Series B Bonds will be delivered after June 1, 2003, and after the delivery date of the Series A Bonds (estimated to be delivered in the month of April, 2003) and the Series 2003B Bonds will be issued as Additional Bonds (within the meaning of the 1993 Indenture) in compliance with all applicable conditions in order to be secured by a pledge of and lien on Pledged Tax Revenues (within the meaning of the 1993 Indenture) on a parity with the Series 2003A Bonds under the 1993 Indenture. I. The Second Supplement, the form of which is on file with the Secretary, is being entered into pursuant to and in accordance with the provisions of Article VI and Section 8.01(c) of the 1993 Indenture for the purpose of prescribing the terms and conditions applicable to the issuance of the Series 2003B Bonds on a parity with the Series 2003A Bonds under the 1993 Indenture, and for the purposes of amending and supplementing the 1993 Indenture with respect thereto. J. The Agency proposes to sell the Bonds to the Santa Ana Financing Authority (the "Authority") for concurrent resale to Salomon Smith Barney, Inc. (the "Underwriter") in accordance with the provisions of the bond purchase agreement in form on file with the Secretary (the "Purchase Contract"), and, in connection with the offering of the Bonds, the Agency has caused to be prepared an Official Statement describing the Bonds (the "Official Statement") the preliminary form of which is on file with the Secretary. K. The refinancing of the 1993D Bonds will be implemented pursuant to the provisions of the 1993D Bonds Escrow Deposit and Trust Agreement, dated as of March 1, 2003, by and between the Agency and the Trustee, as escrow bank, the form of which is on file with the Secretary (the "Escrow Agreement"). L. The Agency has heretofore entered into a Loan Agreement (the "Loan Agreement"), dated as of January 1, 2003, with the Authority pursuant to which the Authority agreed that, in the event the Agency is unable to issue the Series 2003A Bonds, the Authority would issue its bonds in a like amount as the Series 2003A Bonds and loan the proceeds to the Agency and, accordingly, upon the delivery of the Series 2003A Bonds to the Underwriter, the Loan Agreement with the Authority shall terminate by its terms and be of no further force and effect. M. The Agency, with the aid of its staff, has reviewed the Second Supplement, the Purchase Contract, the preliminary Official Statement and the Escrow Agreement, and the Agency wishes to approve and confirm the foregoing, as well as the other matters set forth below, in the public interests of, and for significant public benefits to, the Agency and the City of Santa Aha. Section 2. Confirmation of Approval of Series 2003A Bonds; Increase of Authorization. The Agency hereby confirms its prior approval of the issuance of the Series 2003A Bonds, under and pursuant to the Law, Resolution No. 2003-01 and the 1993 Bonds Indenture, as amended and supplemented by the First Supplement, in the principal amount of not to exceed $40,000,000. Section 3. Issuance of 2003B Bonds; Approval of Second Supplement. The Agency hereby authorizes the issuance of the Series 2003B Bonds under and pursuant to the Law, the 1993 Indenture and the First Supplement, as amended and supplemented by the Second Supplement, in the aggregate principal amount of not to exceed $39,000,000, provided that the interest rate payable with respect to the Series 2003B Bonds shall not exceed 6.50 percent per annum, payments on the Series 2003B Bonds, together with debt service payments on the Series 2003A Bonds, shall be substantially level annual payments and the final maturity of the Series 2003B Bonds shall be within 32 years of the date of issuance of the Series 2003B Bonds. The Agency hereby approves the Second Supplement in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director, including, without limitation, the addition to the Second Supplement of the final interest rates payable with respect to the Series 2003B Bonds and the final principal amount and annual maturities of the Series 2003B Bonds, as shall be contained in the Purchase Contact, and execution and delivery of the Second Supplement shall be deemed conclusive evidence of the Agency's approval of such additions or changes. The Chairperson and Secretary of the Agency are hereby authorized and directed to execute, attest and affix the seal of the Agency to the Second Supplement for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Second Supplement. Section 4. Sale of Bonds. The Agency hereby approves the sale of the Series 2003A Bonds and the Series 2003B Bonds (together referred to herein as the "Bonds") to the Authority for concurrent resale to the Underwriter pursuant to the Purchase Contract by and among the Agency, the Authority and the Underwriter, in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Executive Director upon the advice of CSG Advisors, Incorporated, Financial Advisor to the Agency (the "Financial Advisor"), and whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Purchase Contract shall be executed in the name and on behalf of the Agency by the Executive Director, who is hereby authorized and directed to execute and deliver the Purchase Contract to the Authority and the Underwriter; provided, however, that the purchase price paid by the Underwriter for the purchase of the Bonds from the Authority shall be not less than ninety-nine percent (99%) of the par amount thereof, excluding any original issue discount on the Bonds. Section 5. Approval of the Preliminary Official Statement. The preliminary Official Statement relating to the Bonds, on file with the Secretary, is approved for distribution by the Underwriter to municipal bond broker-dealers, to banking institutions and to members of the general public who may be interested in purchasing the Bonds. The Executive Director is authorized to approve revisions of the preliminary Official Statement, from time to time, pending such distribution as shall be required, upon the advice of Jones Hall, A Professional Law Corporation, Bond Counsel and Disclosure Counsel to the Agency, to cause the preliminary Official Statement to contain any further information necessary to accurately describe the Agency and the Bonds. With respect to the distribution of the preliminary Official Statement, the Executive Director is authorized and directed, on behalf of the Agency, to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Section6. Approval of Final Official Statement. The final Official Statement, which shall include such changes and additions thereto deemed advisable by the Executive Director, upon the advice of the Financial Advisor or Disclosure Counsel, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and the Executive Director is authorized and directed to execute the final Official Statement for and on behalf of the Agency and is authorized and directed to deliver to the purchaser of the Bonds (i) a certificate with respect to the information set forth therein and (ii) a Continuing Disclosure Certificate substantially in the form appended to the final Official Statement. Section 7. Official Action. All actions heretofore taken by the officers and agents of the Agency with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Chairman, Secretary, Treasurer, the Executive Director, General Counsel and other appropriate officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including payment from the proceeds of the Bonds of costs of issuance of the Bonds, including the fees and expenses of the Financial Advisor and of Bond Counsel and Disclosure Counsel,, and execution and delivery of any and all assignments, certificates, requisitions (including requisitions for the payment of costs of issuance of the Bonds), agreements (including the Escrow Agreement), notices, consents, instruments of conveyance, warrants and other documents, which such officers deem necessary or advisable in order to consummate the sale, issuance and delivery of the Bonds pursuant to the Purchase Contract and the refunding and defeasance of the 1993D Bonds pursuant to the Escrow Agreement. Whenever in this Resolution any officer of the Agency is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any other officer of the Agency designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED this 5th day of Ma.y ,2003. aa el A. Pulido r APPROVED AS TO FORM: Joseph W. Fletcher, General Counsel Benj~m~ Kaufm~n~ AsSista~/General {;ounsel AYES: NOES: ABSTAIN: NOT PRESENT: Boardmembers: Boardmembers: Boardmembers: Boardmembers: Alvarez, Franklin. Garcia. Pulido, Solorio (5) None None (0) Bist, ChristS CERTIFICATION OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Secretary of the Agency, do hereby attest to and certify the attached Resolution No. 2003-06 to be the original resolution adopted by the Community Redevelopment Agency of the City of Santa Ana on t,la~v 5, 2003 Date:- ~ Community Redevelopment Agency of the City of Santa Ana 6