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HomeMy WebLinkAbout1987-06 CRA . . . . . RESOLUTION NO. 8Ÿ-06 A RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY AMENDING RESOLUTION NO. 85-61 AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS OF SAID AGENCY (MAINPLACE PROJECT) WHEREAS, on December 17, 1985, the Community Redevelopment Agency of the City of Santa Ana (the "Agency") adopted Resolution No. 85-61 (the "Resolution") authorizing the issuance of tax allocation refunding bonds of the Agency in the principal amount of $20,000,000 (the "Bonds") to refund the contractual obligation of the Agency (Mainplace Project); and WHEREAS, the Agency has now determined to amend the Resolution in order to secure an investment rating on the Bonds; NOW, THEREFORE, THE CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY does hereby resolve, determine and order as follows: SECTION 1. Paragraph A of Section 5 of the Resolution is hereby amended to read as follows: A. General. The Bonds shall initially bear interest at the rate of seven and three-eighths percent (7.375%) per annum from the date of issuance of the Bonds until December 15, 1989 and thereafter at the rates determined in the manner hereinafter provided. Commencing on December 15, 1989, the interest on the Bonds shall be payable at the Reset Rate until the next succeeding Reset Date as determined pursuant to Section 5B hereof. Interest shall be paid on June 15 and December 15 of each year, commencing June 15, 1986. Each Bond shall bear interest until its principal sum has been paid; provided, however, that if funds are available for the payment thereof in full accordance with the terms of Section 3 of this Resolution, such Bond shall then cease to bear interest from and after the date established for the payment of such Bonds. Section 2. Paragraph D of Section 5 of the Resolution is hereby amended by adding at the end thereof the following sentences: 5A /I;' . . . . . In the event of any total or partial failure of remarketing of the Bonds by the Remarketing Agent, Bondholders having tendered or deemed to have tendered Bonds for purchase shall be paid the Purchase Price from the proceeds of a draw or draws on the Initial Letter of Credit for the mandatory purchase of Bonds and all Bonds not remarketed shall be delivered by the Fiscal Agent to the Bank and shall be Bank Bonds for purposes of the Reimbursement Agreement. Section 3. Paragraph E of Section 5 of the Resolution is hereby amended to read as follows: E. Alternate Credit Facility, On or prior to the fifteenth day prior to each Reset Date, the Agency shall file with the Fiscal Agent and the Remarketing Agent an Alternate Credit .'Faci'lity having an effective date not later than the Reset Date, covering the payment of principal of and interest on the Bonds for the next Reset Period and, unless the Reset Period extends to the final maturity date on the Bonds, the payment of the Purchase Price of all Outstanding Bonds as provided for in Section 50 above. Any Alternate Credit Facility shall have a term of not less than one year, expiring on or after the next succeeding Reset Date. In the event the Reset Period extends to the final maturity of the Bonds, the Agency may elect not to provide an Alternate Credit Facility, in which case the Agency shall so notify the Remarketing Agent not later than ten (10) Business Days prior to the .Reset.Date. The Agency shall file with all investment rating agencies then having a rating on the Bonds a commitment for an Alternate Credit Facility, or shall advise each rating agency in the event the Agency elects not to deliver an Alternate Credit Facility, sufficiently in advance of the Reset Date so that said rating agency may advise the Agency not later than 15 days prior to the Reset Date as to whether the rating on the Bonds will be continued or will be lowered or withdrawn as a result of the delivery by the Agency of said Alternate Credit Facility or the nondelivery by the Agency of an Alternate Credit Facility. In the event that, during any Reset Period, the Agency chooses to substitute any Alternate Credit 2023k/2281/05 5A' -2- III,. . . . . . Facility for the Alternate Credit Facility then in effect, the Agency shall first receive confirmation from each rating agency then having an investment rating on the Bonds that the rating on the Bonds will not be lowered or withdrawn as a result of the delivery of the Alternate Credit Facility. Section 4. Paragraph B of Section 11 of the Resolution is hereby amended to add a new second paragraph as follows: The Fiscal Agent shall not give notice of any redemption pursuant to Section 11(A)(4), if an investment rating shall then be in effect with respect to the Bonds, unless it shall have first received an opinion of Bond Counsel relating to preference matters under the federal bankruptcy laws and stating that such redemption shall not causectheinvestment rating on the outstanding Bonds to be lowered or withdrawn from the rating then in effect. Paragraph C of Section 11 of the Resolution is hereby amended to read as follows: C. Redemption Account. Prior to the mailing of notice as required 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". There shall be set aside in the Redemption Account prior to mailing notice of optional redemption, 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 redeemed upon presentation and surrender of the Bonds at the corporate trust office of the Paying Agent in New York, New York. In the case of mandatory redemption of Bonds,~he Trustee shall draw on the Initial Letter of Credit in accordance with its terms and deposit the proceeds of such draw in the 2023k/2281/05 -3- 5A' /17 . . . . . Redemption Account so that moneys sufficient to pay principal of and interest on Bonds subject to mandatory redemption are available on the date designated in the notice of redemption. Section 11 of the Resolution shall be amended by adding thereto at the end thereof a new paragraph G, as follows: G. Premium Payable Upon Redemption. Any premium payable upon redemption of the Bonds shall be paid (i) from funds of the Agency deposited into the Redemption Account of the Special Fund not later than 91 days prior to the date set for redemption in the notice thereof by the Agency or (ii) from amounts drawn or paid under any Alternate Credit Facility, if authorized thereby. Premiums shall not be paid by draws upon the Initial Letter of Credit. Section 5. Section 12 of the Resolution is hereby amended to read as follows: Section 12. Funds and Accounts. There is hereby created with the Treasurer a special tax trust fund called the .City of Santa Ana Community Redevelopment Agency, City of Santa Ana Redevelopment Project Area Tax Allocation Refunding Bonds, 1985 Series E Redevelopment Fund" (hereinafter sometimes called the "Redevelopment Fund"). There is hereby created with the Fiscal Agent a special trust fund called the "City of Santa Ana Community Redevelopment Agency, City of Santa Ana Redevelopment Project Area Tax Allocation Refunding Bonds, 1985 Series E Special Fund" with special trust accounts contained therein known as the "Interest Account", "Principal Account", "Cost of Issuance Account", the "Debt Service Reserve Account," and the "Pledged Revenues Account." There is hereby created with the Fiscal Agent a special trust fund called the "City of Santa Ana Redevelopment Project Area, Tax Allocation Refunding Bonds, 1985 Series E Escrow Fund" (the "Escrow Fund"). So long as any of the Bonds or any payments due the Bank under the Reimbursement Agreement, or any interest on them, remain unpaid, the moneys in the foregoing Funds and Accounts shall be used for no purposes other than those required by this Resolution and the law. 2023k/2281/05 -4- 5;\" / I 'i . . . . . Section 6. Subsection (3) of Paragraph A of Section 13 of the Resolution is hereby amended to read as follows: (3) Deposit in the Cost of Issuance Account, an amount equal to $152,821; Paragraph C of Section 13 is hereby amended to add thereto the following sentences as the first two sentences thereof: The moneys set aside in the Escrow Fund (including interest thereon, which shall be retained in the Escrow Fund), to the extent not required to pay principal or interest on the Bonds, shall be used by the Trustee to pay administrative and annual Letter of Credit fees and charges relating to the Bonds. The Trustee shall reimburse the Agency from moneys held in 'the"Escrow'Fund for Letter of Credit fees and charges paid by the Agency prior to the adoption of this amended resolution. Section 7. The third paragraph of Section 14 of the Resolution is hereby amended to read as follows: The Pledged Revenues received by the Agency on or after the date of issue of the Bonds are hereby irrevocably pledged to the payment of the principal of, premium, if any, and interest on the Bonds and thereafter to the Bank pursuant to the Reimbursement Agreement, and until all of the Bonds and amounts due under the Reimbursement Agreement and all interest thereon, have been paid '(or until moneys for that purpose have been irrevocably set aside), the Pledged Revenues (subject to the exception set forth in Section 15(d» shall be applied solely to the payment of the principal of the Bonds plus premium, if any, and the interest thereon as provided in this Resolution and the amounts due under the Reimbursement Agreement. This allocation and pledge is for the exclusive benefit of the Owners of the Bonds and the Bank pursuant to the Reimbursement Agreement and shall be irrevocable. Notwithstanding the foregoing, if an investment rating is then in effect with respect to the Bonds, Pledged Revenues deposited in the PledgedRe~enues Account of the Special Fund shall be used by the Fiscal Agent to pay amounts due under the Reimbursement Agreement and 2023k/2281/05 -5- 5A' WI . . . . . shall not be used to pay principal of, premium, if any, and interest TIn the Bonds unless there shall first be delivered to the Fiscal Agent the opinion of Bond Counsel described in Section 15 hereof. Section 8. Subparagraph (b) of Section 16 of the Resolution is hereby amended to add at the end thereof the following sentence: Notwithstanding the foregoing, any amounts drawn pursuant to the Initial Letter of Credit to pay principal of or interest on the Bonds shall be invested pending payment only in direct U.S. government obligations maturing in 30 days or less. Section 9. The first paragraph of Section 15 is hereby aìnëndedto'.read as follows: Section 15. Special Fund. The Agency shall payor cause to be paid to the Fiscal Agent for deposit in the Special Fund in accordance with this Section all Tax Revenues (which shall be deposited in the Pledged Revenues Account), all draws upon the Initial Letter of Credit (which shall be deposited in the Principal Account or Interest Account, as applicable) and other moneys identified herein, and the Agency will, so far as permitted by law, authorize and direct the payment of the Tax Revenues by the respective taxing entities directly to the Fiscal Agent. All Pledged Revenues at any time paid to the Fiscal Agent shall be deposited by the Fiscal Agent into the Pledged Revenues Account of the Special Fund, shall be held by the Fiscal Agent in trust for the benefit of the Owners of the Bonds and shall be disbursed, allocated, transferred and applied solely for the uses and purposes designated in this Resolution. As long as any of the Bonds or any interest thereon are outstanding, the Agency shall not have any beneficial right or interest in the Pledged Revenues, except as otherwise provided in this Resolution. Notwithstanding the foregoing, there shall not be deposited with the Fiscal Agent, Tax Revenues in an amount in excess of an amount .which, toge,therwi.th all funds, other than funds from draws on the Initial Letter of Credit or Alternate Credit Facility, then on deposit with the Fiscal Agent in the Special Fund, shall be 2023k/228l/05 -6- 5A" /2-0 . . . . . sufficient to discharge the indebtedness created by the Bonds and any Parity Bonds which may subsequently be issued pursuant to this Resolution. The interest on the Bonds until maturity shall be paid by the Fiscal Agent from the Special Fund. At the maturity of any of the Bonds, and, after all interest then due on the Bonds then outstanding has been paid or provided for, moneys in the Special Fund shall be applied to the payment of the principal of any of such Bonds and thereafter to the payment of any obligation owing pursuant to the Reimbursement Agreement. The Fiscal Agent shall not, whether during the term of the Initial Letter of Credit or any Alternate Credit Facility or thereafter, if an investment rating is then in effect with respect to the Bonds, use amounts held in the Pledged Revenues Account of the Special Fund to pay the principal of or interest or any premium on the Bonds unless the Fiscal Agent shall have first received an opinion of Bond Counsel relating to preference issues under the federal """"'bankruptcy laws and stating that such use of Pledged Revenues will not result in the lowering or withdrawal of any investment rating then in effect on the Bonds. The second paragraph of Section 15 of the Resolution is hereby amended to read as follows: Without limiting the generality of the foregoing and for the purpose of assuring that the payments referred to above will be made as scheduled, the Tax Revenues accumulated in the Pledged Revenues Account of the Special Fund shall be used in the following priority; provided, however, to the extent that deposits have been made in any of the Accounts referred to below from the proceeds of the original sale of the Bonds or otherwise, except from draws on the Initial Letter of Credit, the deposits below need not be made; and provided further that prior to the Reset Date, the Fiscal Agent shall draw upon the Initial Letter of Credit in accordance with its terms at the times and in amounts sufficient to make the deposits referred to below in paragraphs (a) and (b) and shall apply any Tax Revenues in the Pledged Revenues Account of the Special Fund to reimburse the Bank for such draws upon the Initial Letter of Credit, which Tax Revenues are hereby pledged for such purposes. Subparagraph (a) of Section 15 of the Resolution is hereby amended to read as follows: 2023k/2281/05 -7- 5l\ I~I . . . . . (a) Interest Account. Deposits shall be made into the Interest Account so that the balance therein on the day prior to an Interest Payment Date shall equal the interest payable on the next succeeding Interest Payment Date which occurs on or prior to the Reset Date. Deposits shall be made into the Interest Account so that the balance therein on the day prior to any date on which interest shall be due on occasion of redemption, acceleration or purchase of any Bonds shall equal the interest payable on the date on which said redemption, acceleration or purchase shall be designated to occur in the notice thereof. Moneys in the Interest Account shall be used for the payment of interest on the Bonds as interest becomes due. Subparagraph (b) of Section 15 of the Resolution shall be amerided"to'creadas follows: (b) Principal Account. After the deposits have been made pursuant to subparagraph (a) above, deposits shall next be made 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 at redemption, or upon acceleration or purchase of Bonds, is equal to the principal coming due on the then outstanding Bonds on the next December 15, or on any other date for redemption, acceleration or purchase of Bonds designated in the notice thereof by the Fiscal Agent. section 10. The Chairman, Secretary and all other officers of the Agency are authorized to execute any and all documents and agreements necessary to carry out the intent of this Resolution. 2023k/2281/05 -8- 5~' I~"'" . . . . . Section II. adoption. This Resolution shall take effect upon ADOPTED AND APPROVED this by the following vote: AYES: 20th date of January, 1987, NOES: MEMBERS: Acosta, Griset, Hart, May, McGuigan, Pulido & Young MEMBERS: None ABSENT: MEMBERS: None AT~~ REXSWA' N' ~ Executive Director and Recording Secretary APPROVED AS TO FORM: ;' 'J' /).5 54 t,\~ ct ~~~ Þ-"Þ\ ~t\, ~~ \~'ò'ò - 01.\ ~~~"\ ~~, ".' . . . . . . . .