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HomeMy WebLinkAbout1986-46 CRA . . . . . r .' RESOLUTION NO. 86-46 A RESOLUTION OF.~HE.CO~UNITY REDEVELOP- MENT AGENCY OF 'THE 'CITY OF SANTA ANA APPROVING LEASE-PURCHASE, TRUST, ASSIGN- MENT AND LOAN AGREEMENTS, PRELIMINARY AND FINAL OFFICIAL STATEMENTS AND CONTRACT OF PURCHASE PERTAINING TO THE SANTA ANA DOWNTOWN PARKING FACILITIES PROJECT, AND AUTHORIZING EXECUTION THEREOF WHEREAS, the City of Santa Ana (the "City") wishes to acquire and construct the City of Santa Ana Downtown Parking Facilities Project (the "Project") on real property owned by the Agency, which Project will benefit the Santa Ana Redevelopment Project Area; and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana (the "Agency") has agreed to cause the Project to be acquired and constructed and to lease the Project to the City pursuant to the Lease-Purchase Agreement, dated as of July 1, 1986; and WHEREAS, in order to permit the financing of the Project, the Ci ty and the Agency will enter into a Trust Agreement, dated as of July 1, 1986, with First Interstate Bank of California, Los Angeles, California, as Trustee, whereby the Trustee will deliver Certificates of participation in the lease payments paid by the City pursuant to the Lease-Purchase Agreement, which Certificates in turn, will be purchased by Shearson Lehman Bros. Inc. and Grigsby, Brandford and Co., Inc. for reoffering to the public; and WHEREAS, the Agency has agreed to assign and transfer to the Trustee, for the benefit of the Owners of the Certificates, all of its rights under the Lease-Purchase Agreement, including its right to receive lease payments from the City under the Lease-Purchase Agreement, its right to receive proceeds of condemnation of, and insurance on, the Project, and its right to enforce payment of Lease Payments when due in the event of a default by the City, all pursuant to an Assignment Agreement, dated as of July 1, 1986; and WHEREAS, the Agency intends to cause funds to be provided for the acquisition and construction of the Project and the City intends to initially finance such acquisition and construction by leasing the Project from the Agency pursuant to the Lease-Purchase Agreement; and . . . . . -. , WHEREAS, Health and Safety Code Section 33445 authorizes the Agency to pay for the acquisition and construction of public improvements or to reimburse other public agencies that have initially paid for such improvements; and WHEREAS, the Agency has agreed to reimburse the City from the Agency's property tax increment revenues and other available revenues for the City's payments under the Lease- Purchase Agreement for the acquisition and construction of the Project which are not defrayed by parking revenues, pursuant to the Loan Agreement, dated as of July 1,1986; and WHEREAS, for this financing there has been presented to the Agency the following documents for approval: (1) A Lease-Purchase Agreement, dated as of July 1, 1986, by and between the Agency and the City, hereinafter referred to as the Lease-Purchase Agreement; (2) A Trust Agreement, dated as of July 1, 1986, by and among First Interstate Bank of California, Los Angeles, California, the Agency and the City, hereinafter referred to as the Trust Agreement; (3) An Assignment Agreement, dated as of July 1, 1986, by and between the Agency and First Interstate Bank of California, Los Angeles, California, hereinafter referred to as the Assignment Agreement; (4) A Loan Agreement, dated as of July 1, 1986, by and between the Agency and the City, hereinafter referred to as the Loan Agreement; (5) A Preliminary Official Statement for Certificates of Participation, dated July 24 , 1986, hereinafter referred to as the Preliminary Official Statement; (6) A Contract of Purchase, dated AIJ~IJ~t 1 ,1986, by and among Shearson Lehman Bros. Inc., Grigsby, Brandford & Co., Inc., the City and the Agency, hereinafter referred to as the Contract of Purchase; and WHEREAS, the Agency has prepared, reviewed and considered a Summary Report setting forth the cost of the Agreements to the Agency, the estimated value of the interests to be conveyed determined at the highest uses permitted under the Redevelopment Plan and the lease-purchase price, and made said Summary Report available for public inspection in accordance with the California Community Redevelopment Law; and -2- .. . . . . . .' WHEREAS, pursuant to the provisions of the California Community Redevelopment Law, the Agency and the City Council have held a duly noticed joint public hearing on the proposed lease and sale of the Site and the proposed Agreements; and NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, AS FOLLOWS: 1. The Lease-Purchase Agreement is hereby approved and the Chairman or his designee are hereby authorized and directed to execute and deliver the Lease-Purchase Agreement in the name of and on behalf of the Agency, in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the Chairman. 2. The Trust Agreement is hereby approved and the Chairman or his designee are hereby authorized and directed to execute and deliver the Trust Agreement in the name of and on behalf of the Agency, in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the Chairman. 3. The Assignment Agreement is hereby approved and the Chairman or his designee are hereby authorized and directed to execute and deliver the Assignment Agreement in the name of and on behalf of the Agency, in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the Chairman. 4. The Loan Agreement is hereby approved and the Chairman or his designee are hereby authorized and directed to execute and deliver the Loan Agreement in the name of and on behalf of the Agency, in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the Chairman. 5. The form of the Preliminary Official Statement, in the form presented to the Agency, is hereby approved and the previous distribution of said preliminary Official Statement by Shearson Lehman Bros. Inc. and Grigsby, Brandford & Co., Inc. to prospective purchasers of the Certificates of Participation is hereby ratified and approved. 6. The form of the Final Official Statement, in substantially the form of the Preliminary Official Statement presented to the City, is hereby approved and Shearson Lehman -3- . . . . . . . Bros. Inc. and Grigsby, Brandford & Co., Inc. are hereby authorized to complete the Final Official Statement by the inclusion and/or addition of certain dates and other factual information as may be required to make it complete and to distribute it to purchasers of the Certificates of Participation. 7. The sale of the Certificates to Shearson Lehman Bros. Inc. and Grigsby, Brandford & Co., Inc. at a purchase price of not less than qR ~ Pprrpnt of the aggregate principal amount of the Certificates and at an interest rate of not to exceed 7.9 Percent is hereby authorized, approved and confirmed, and the Chairman is hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to effectuate the sale of the Certificates. 8. Subject to the above terms, the form and content of the Contract of Purchase is hereby authorized, approved and confirmed, and the Chairman is hereby authorized, empowered and directed to accept the Contract of Purchase for and on behalf of the City in substantially the form and content now before this meeting but with such changes, modifications, additions or deletions therein as shall to him seem necessary, desirable or appropriate, his acceptance thereof to constitute conclusive evidence of his approval of any and all changes, modifications, additions, or deletions therein from the form and content of the Contract of Purchase now before this meeting and that, from and after the execution and delivery of the Contract of Purchase, the Chairman is hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Contract of Purchase as executed. 9. The Agency covenants with holders of the Certificates of Participation that it will make no use of the proceeds from the sale of the Certificates which will cause any of the Certificates to be "arbitrage bonds" subject to federal income taxation by reason of Section 103 (c) of the Internal Revenue Code of 1954, as amended. To that end, so long as any of the Certificates of Participation are outstanding, the Agency and the Trustee shall comply with all requirements of Section 103(c) and of all regulations of the United States Department of the Treasury issued thereunder, to the extent that such requirements are at the time applicable and in effect. -4- . . . . . . ; ADOPTED this 15th day of July, 1986, by the following vote: AYES: MEMBERS: Acosta,Griset,Hart,Johnson Luxembourger, McGuigan & Young MEMBERS: None NOES: ABSENT: MEMBERS: None ~ Daniel E. Griset, Chairman per, Agency Legal Counsel 4/146/061149-0011/08 -5-