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HomeMy WebLinkAbout2010-005 CRACRA RESOLUTION NO. 2010-005 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE AND SALE OF TAX ALLOCATION BONDS TO FINANCE AND REFINANCE 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 COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, AS FOLLOWS: Section 1. The Board of the Community Redevelopment Agency of the City of Santa Ana hereby finds, determines and declares as follows: A. 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; B. 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"), C. 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; D. the Redevelopment Projects continue to retain their respective boundaries, time, and financial limits; E. 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: Resolution No. CRA 2010-005 Page 1 of 7 (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 "19988 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"); F. 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 Santa Ana Tax Allocation Bonds (Merged Project Area), 2010 Series A, in 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 (the "Refunding Bond Law") 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"); G. 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 bonds ("Recovery Zone Economic Development Bonds") upon compliance with various requirements of the Code; H. 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 Resolution No. CRA 2010-005 Page 2 of 7 fund capital expenditures paid or incurred with respect to property located in a "recovery zone;" 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; J. 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; K. 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; L. the 2010B Bonds will be issued as bonds the interest on which is not excluded from gross income for purposes of federal income taxation; M. 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; N. 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 0. the Agency has duly considered such transactions and wishes at this time to authorize proceedings for the issuance and sale of the 2010 Bonds; SECTION 2. Authorization. The Agency hereby authorizes the issuance of the 2010A Bonds 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, and authorizes the issuance of the 2010B Bonds. The 2010A Bonds will not include provision for the 2010 Project if the 2010B Bonds are issued. The 2010B Bonds will not be issued unless the 2010A Bonds are also issued although the 2010A Bonds may be issued alone. Resolution No. CRA 2010-005 Page 3 of 7 SECTION 3. Issuance of the 2010 Bonds; Approval of the Indenture. The 2010A Bonds shall be issued pursuant to the Refunding Bond Law and, if the 2010A Bonds include provision for the 2010 Project, pursuant to the Redevelopment Bond Law, and pursuant to an indenture of trust (the "Indenture"), by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"). The 2010B Bonds shall be issued pursuant to the Redevelopment Bond Law and pursuant to the Indenture. The Agency hereby approves the Indenture 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 Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Indenture. SECTION 4. Approval of the Escrow Agreements. (a) The Agency hereby approves an escrow agreement relating to the refunding of the 1998A Bonds (the "1998A Escrow Agreement"), by and among the Santa Ana Financing Authority (the "Authority"), the 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 Agency. The Agency hereby authorizes the delivery and performance of the 1998A Escrow Agreement. (b) The Agency hereby approves an escrow agreement relating to the refunding of the 1998B Bonds (the "19988 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 Agency. The Agency hereby authorizes the delivery and performance of the 1998B Escrow Agreement. (c) The Agency 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 Resolution No. CRA 2010-005 Page 4 of 7 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 Agency. The Agency hereby authorizes the delivery and performance of the 1998C Escrow Agreement. (d) The Agency 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 Agency. The Agency hereby authorizes the delivery and performance of the 1998D Escrow Agreement. SECTION 5. Sale of the 2010 Bonds. The Agency hereby authorizes the sale of the 2010A Bonds to the Authority 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, so long as the true interest cost of the 2010A Bonds does not exceed 6.5% and so long as the final maturity date of the 2010A Bonds is no later than September 1, 2035. The Agency hereby authorizes the sale of the 2010B Bonds to the Authority for concurrent re-sale to Stone & Youngberg LLC (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, so long as the true interest cost of the 2010B Bonds does not exceed 9% and so long as the final maturity date of the 2010B Bonds is no later than September 1, 2035. The Agency 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 Agency. SECTION 6. Approval of the Preliminary Official Statement. The preliminary official statement describing the 2010 Bonds on file with the Secretary (the "Preliminary Official Statement") is hereby approved for distribution by the Underwriter to municipal Resolution No. CRA 2010-005 Page 5 of 7 bond broker-dealers, to banking institutions and to members of the general public who may be interested in purchasing the 2010 Bonds. The Executive Director, or any designee thereof, is authorized to approve, upon advice of Agency counsel, modifications to the Preliminary Official Statement, from time to time, pending such distribution as shall be required to cause the Preliminary Official Statement to contain any further information necessary to accurately describe the 2010 Bonds. With respect to the distribution of the Preliminary Official Statement, the Executive Director, or any designee thereof, 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. SECTION 7. Approval of the Final Official Statement. A final official statement, which shall include such changes and additions thereto deemed advisable by Executive Director, or any designee thereof, and upon advice of Agency counsel (the "Final Official Statement"), is hereby approved for delivery to the purchasers of the 2010 Bonds, and the Executive Director, or any designee thereof, is authorized and directed to execute the Final Official Statement for and on behalf of the Agency. The Executive Director, or any designee thereof, is authorized and directed to deliver (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 8. Bond Counsel and Disclosure Counsel. (a) Quint & Thimmig LLP, San Francisco, California, is hereby designated as bond counsel to the Agency in connection with the issuance of the 2010 Bonds. The Executive Director, or any designee thereof, is hereby authorized and directed in the name and on behalf of the Agency to execute an agreement for legal services with such firm, with compensation to be paid there under subject to the approval of the Executive Director, or any designee thereof. (b) Stradling Yocca Carlson & Rauth, Newport Beach, California, is hereby designated as disclosure counsel to the Agency in connection with the issuance of the 2010 Bonds. The Executive Director, or any designee thereof, is hereby authorized and directed in the name and on behalf of the Agency to execute an agreement for legal services with such firm, with compensation to be paid there under subject to the approval of the Executive Director, or any designee thereof. SECTION 9. Official Actions. The Executive Director and the Secretary, and any and all other 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 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 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 person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Resolution No. CRA 2010-005 Page 6 of 7 SECTION 10. Effect. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED this 6t" day of December, 2010. APPROVED AS TO FORM: - or seph W. Fletcher Agency General Counsel AYES: Boardmembers: NOES: Boardmembers: ABSTAIN: Boardmembers: NOT PRESENT: Boardmembers: CERTIFICATE OF ATTEST fl -11-?'?-v M iguel A. Pulido Chairman Alvarez, Benavides, Bustamante Sarmiento, Tinaiero (5) None 0) None (0) Martinez, Pulido (2) -ATION AND ORIGINALITY I, MARIA D. HUIZAR, Secretary of the Agency, do hereby attest to and certify the attached CRA Resolution No. 2010-005 to be the original resolution adopted by Community Redevelopment Agency of the City of Santa Ana on December 6, 2010. Date: Agency Secretary Resolution No. CRA 2010-005 Page 7 of 7