HomeMy WebLinkAbout2010-002 SAFARESOLUTION NO. SAFA- 2010-002
A RESOLUTION OF THE GOVERNING BOARD OF THE
SANTA ANA FINANCING AUTHORITY AUTHORIZING THE
PURCHASE AND SALE OF TAX ALLOCATION BONDS OF
THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA ISSUED TO FINANCE
REDEVELOPMENT ACTIVITIES WITHIN OR FOR THE
BENEFIT OF THE AGENCY'S MERGED PROJECT AREA
AND APPROVING RELATED DOCUMENTS AND
ACTIONS
BE IT RESOLVED BY THE SANTA ANA FINANCING AUTHORITY AS
FOLLOWS:
Section 1. The Governing Board of the Santa Ana Financing Authority hereby
finds, determines and declares as follows:
A. the City of Santa Ana (the "City") and the Community Redevelopment
Agency of the City of Santa Ana (the "Agency") have heretofore entered
into a Joint Exercise of Powers Agreement, dated as of August 1, 1993,
establishing the Authority for the purpose, among others, of issuing its
bonds to be used to provide financial assistance to the City and to the
Agency;
B. the Agency is a 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 California Health and
Safety Code (the "Law"), including the power to issue 2010 Bonds for any
of its corporate purposes;
C. the Agency adopted six redevelopment project areas between 1973 and
1989, including the Central City Redevelopment Project Area, the Inter-
City Commuter Station Redevelopment Project Area, the North Harbor
Boulevard Redevelopment Project Area, the South Harbor
Boulevard/Fairview Street Redevelopment Project Area, the South Main
Street Redevelopment Project Area, and the Bristol Corridor
Redevelopment Project Area (the "constituent Redevelopment Projects" or
"Redevelopment Projects");
D. to allow tax increment revenues to be shared between Redevelopment
Projects and thereby facilitate redevelopment of the Redevelopment
Projects, the Redevelopment Projects were merged in 2004 in compliance
with all requirements of the Law, creating the Merged Project Area;
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E. the Redevelopment Projects continue to retain their respective
boundaries, time, and financial limits;
F. the Agency has determined that, due to financial conditions of the Agency
and prevailing financial market conditions, it is in the best interests of the
Agency at this time to finance and refinance redevelopment activities for
the benefit of the Redevelopment Projects and, in particular, to:
(1) refund, on a current basis, the outstanding Santa Ana Financing
Authority Refunding Revenue Bonds, 1998 Series A (City of Santa Ana
and South Harbor Boulevard/Fairview Street Redevelopment Projects)
(the "1998A Bonds"),
(2) refund, on a current basis, the outstanding Santa Ana Financing
Authority Refunding Revenue Bonds, 1998 Series B (City of Santa Ana
and South Harbor Boulevard/Fairview Street Redevelopment Projects)
(the "1998B Bonds"),
(3) refund, on a current basis, the outstanding Santa Ana Financing
Authority Refunding Revenue Bonds, 1998 Series C (Inter-City Commuter
Station Redevelopment Project) (the "1998C Bonds"),
(4) refund, on a current basis, the outstanding Santa Ana Financing
Authority Refunding Revenue Bonds, 1998 Series D (Main Place Project)
(the "1998D Bonds" and, with the 1998A Bonds, the 1998B Bonds and the
1998C Bonds, the "1998 Bonds"), and
(5) finance certain public parking and infrastructure improvements (the
"2010 Project");
G. to provide moneys to refund the 1998 Bonds and, if for any reason the
Agency is unable to issue or determines not to issue the 2010B Bonds
(hereinafter defined), to finance the 2010 Project, the Agency has
determined to issue its Community Redevelopment Agency of the City of
the aggregate principal amount of not to exceed $75,000,000 (the "2010A
Bonds"), under the provisions of Article 9 of Chapter 3 (commencing with
section 53570) of Division 2 of Title 5 of the California Government Code
and, if the 2010A Bonds include provision for the 2010 Project, under the
provisions of Part 1 of Division 24 of the California Health and Safety
Code, commencing with section 33640 of said Code (the "Redevelopment
Bond Law");
H. the American Recovery and Reinvestment Act of 2009 (the "Federal
Stimulus Act"), added sections 14000-1 and 14000-2 to the Internal
Revenue Code of 1986 (the "Code"), authorizing state and local
governmental agencies to issue recovery zone economic development
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bonds ("Recovery Zone Economic Development Bonds") upon compliance
with various requirements of the Code;
among other requirements, the Code requires that the net proceeds of any
Recovery Zone Economic Development Bonds be used for a "qualified
economic development purpose," including to fund capital expenditures
paid or incurred with respect to property located in a "recovery zone;"
J. on August 17, 2009, the City Council of the City of Santa Ana (the "City")
adopted Resolution No. 2009-046, designating the City as a "recovery
zone" (the "Santa Ana Recovery Zone") for purposes of section 14000-
1(b) of the Code;
K. under the Federal Stimulus Act, the City has been allocated the authority
to issue up to $5,872,000 principal amount of Recovery Zone Economic
Development Bonds;
L. to finance the 2010 Project, which will promote development or other
economic activity in the Santa Ana Recovery Zone, as contemplated by
section 14000-2(c) of the Code, the Agency has determined to issue its
Community Redevelopment Agency of the City of Santa Ana Tax
Allocation Bonds (Merged Project Area-Taxable Recovery Zone
Economic Development Bonds), 2010 Series B, in the aggregate principal
amount of not to exceed $5,870,000 (the "2010B Bonds" and, with the
2010A Bonds, the "2010 Bonds"), under the provisions of the
Redevelopment Bond Law;
M. the 2010B Bonds will be issued as bonds the interest on which is not
excluded from gross income for purposes of federal income taxation;
N. the Agency expects to receive a cash subsidy payment from the United
States Treasury equal to 45% of the interest payable on the 2010B Bonds;
0. the 2010 Bonds will be secured by a pledge of and lien on certain tax
increment revenues allocated to the Agency for the Redevelopment
Projects; and
P. the Authority has duly considered such transactions and wishes at this
time to approve the form and authorize execution of escrow agreements
relating to the refunding of the 1998 Bonds and to authorize the purchase
and sale of the 2010B Bonds and to approve the form and authorize
execution of a bond purchase agreement in connection therewith;
SECTION 2. Approval of the Escrow Agreements.
(a) The Board hereby approves an escrow agreement relating to the refunding of
the 1998A Bonds (the "1998A Escrow Agreement"), by and among the Authority, the
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Agency and The Bank of New York Mellon Trust Company, N.A., as escrow bank (the
"Escrow Bank"), in the form on file with the Secretary, together with such additions
thereto and changes therein as the Executive Director, or any designee thereof, shall
deem necessary, desirable or appropriate, and the execution thereof by the Executive
Director, or any designee thereof, shall be conclusive evidence of the approval of any
such additions and changes. The Executive Director, or any designee thereof, is hereby
authorized and directed to execute, and the Secretary is hereby authorized and directed
to attest to, the final form of the 1998A Escrow Agreement for and in the name and on
behalf of the Authority. The Board hereby authorizes the delivery and performance of
the 1998A Escrow Agreement.
(b) The Board hereby approves an escrow agreement relating to the refunding of
the 1998B Bonds (the "1998B Escrow Agreement"), by and among the Authority, the
Agency and the Escrow Bank, in the form on file with the Secretary, together with such
additions thereto and changes therein as the Executive Director, or any designee
thereof, shall deem necessary, desirable or appropriate, and the execution thereof by
the Executive Director, or any designee thereof, shall be conclusive evidence of the
approval of any such additions and changes. The Executive Director, or any designee
thereof, is hereby authorized and directed to execute, and the Secretary is hereby
authorized and directed to attest to, the final form of the 1998B Escrow Agreement for
and in the name and on behalf of the Authority. The Board hereby authorizes the
delivery and performance of the 1998B Escrow Agreement.
(c) The Board hereby approves an escrow agreement relating to the refunding of
the 1998C Bonds (the "1998C Escrow Agreement"), by and among the Authority, the
Agency and the Escrow Bank, in the form on file with the Secretary, together with such
additions thereto and changes therein as the Executive Director, or any designee
thereof, shall deem necessary, desirable or appropriate, and the execution thereof by
the Executive Director, or any designee thereof, shall be conclusive evidence of the
approval of any such additions and changes. The Executive Director, or any designee
thereof, is hereby authorized and directed to execute, and the Secretary is hereby
authorized and directed to attest to, the final form of the 1998C Escrow Agreement for
and in the name and on behalf of the Authority. The Board hereby authorizes the
delivery and performance of the 1998C Escrow Agreement.
(d) The Board hereby approves an escrow agreement relating to the refunding of
the 1998D Bonds (the "1998D Escrow Agreement"), by and among the Authority, the
Agency and the Escrow Bank, in the form on file with the Secretary, together with such
additions thereto and changes therein as the Executive Director, or any designee
thereof, shall deem necessary, desirable or appropriate, and the execution thereof by
the Executive Director, or any designee thereof, shall be conclusive evidence of the
approval of any such additions and changes. The Executive Director, or any designee
thereof, is hereby authorized and directed to execute, and the Secretary is hereby
authorized and directed to attest to, the final form of the 1998D Escrow Agreement for
and in the name and on behalf of the Authority. The Board hereby authorizes the
delivery and performance of the 1998D Escrow Agreement.
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SECTION 3. Purchase and Sale of the 2010 Bonds. The Board hereby
authorizes the purchase by the Authority of the 2010A Bonds for concurrent re-sale to
Stone & Youngberg LLC and E. J. De La Rosa & Co., Inc. (the "2010A Underwriters"),
so long as the total 2010A Underwriters' discount, excluding original issue discount
which does not constitute compensation to the 2010A Underwriters, does not exceed
1 % of the principal amount of the 2010A Bonds, and so long as the final maturity date of
the 2010A Bonds is no later than September 1, 2035. The Board hereby authorizes the
purchase by the Authority of the 2010B Bonds for concurrent re-sale to (the "2010B
Underwriter"), so long as the total 2010B Underwriter's discount, excluding original
issue discount which does not constitute compensation to the 2010B Underwriter, does
not exceed 1% of the principal amount of the 2010B Bonds, and so long as the final
maturity date of the 2010B Bonds is no later than September 1, 2035. The Board
hereby approves a bond purchase agreement relating to the 2010 Bonds, by and
among the 2010A Underwriters, the Authority and the Agency with respect to the 2010A
Bonds, and by and among the 2010B Underwriter, the Authority and the Agency with
respect to the 2010B Bonds, in the form on file with the Secretary (the "2010 Bond
Purchase Agreement"), together with such additions thereto and changes therein as the
Executive Director, or any designee thereof, shall deem necessary, desirable or
appropriate, and the execution thereof by the Executive Director, or any designee
thereof, shall be conclusive evidence of the approval of any such additions and
changes. The Executive Director, or any designee thereof, is hereby authorized and
directed to execute the final form of the 2010 Bond Purchase Agreement for and in the
name and on behalf of the Authority.
SECTION 4. Official Actions. The Executive Director and any and all other
officers of the Authority, are hereby authorized and directed, for and in the name and on
behalf of the Authority, to do any and all things and take any and all actions, including
execution and delivery of any and all assignments, certificates, requisitions,
agreements, notices, consents, instruments of conveyance, warrants and other
documents which they, or any of them, may deem necessary or advisable in order to
consummate the lawful issuance and sale of the 2010 Bonds as described herein.
Whenever in this resolution any officer of the Authority 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 person designated by such officer to act
on his or her behalf in the case such officer shall be absent or unavailable.
SECTION 5. Effect. This Resolution shall take effect from and after the date of its
passage and adoption.
ADOPTED this 6th day of December, 2010
Resolution No. SAFA 2010-002
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C? "? n' t-, K?-&
Miguel A. Pulido
Chairman
APPROVED AS TO FORM:
eph W. Fletcher
uthority General Counsel
AYES Authority members Alvarez, Benavides, Bustamante, Sarmiento,
Tinaiero (5)
NOES: Authority members None (0)
ABSTAIN: Authority members None (0)
NOT PRESENT: Authority members Martinez, Pulido (2)
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Secretary of the Authority, do hereby attest to and certify the
attached Resolution No. SAFA 2010-002 to be the original resolution adopted by the
Santa Ana Financing Authority on December 6, 2010.
Date:
Secretary, Financing Autho ' y
City of Santa Ana
Resolution No. SAFA 2010-002
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