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ARA2000-05RESOLUTION NO. ARA 2000-5 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHORIZING THE BORROWING OF FUNDS FROM THE ANAHEIM PUBLIC FINANCING AUTHORITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $34,000,000 RELATING TO REDEVELOPMENT PROJECT ALPHA TO FINANCE REDEVELOPMENT HOUSING ACTIVITIES OF THE AGENCY, AUTHORIZING AND DIRECTING EXECUTION OF A LOAN AGREEMENT, BOND PURCHASE CONTRACT AND RELATED DOCUMENTS, APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVING SALE OF BONDS BY THE AUTHORITY AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, the City of Anaheim (the "City") and the Anaheim Redevelopment Agency (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the Anaheim Public Financing Authority (the "Authority") for the purpose, among others, of issuing the Authority's bonds to be used to provide financial assistance to the Agency; and WHEREAS, the Agency is undertaking to assist the redevelopment of Anaheim Redevelopment Project Alpha in the City (the "Redevelopment Project"), and for such purpose the Agency has previously issued indebtedness, including its Anaheim Redevelopment Project Alpha Tax Allocation Refunding Bonds (Subordinate Lien ), Series 1986 A, (the "1986 Bonds") and its Anaheim Redevelopment Project Alpha, 1995 Taxable Tax Allocation Bonds (Housing) (the "1995 Bonds") (collectively, the 1986 Bonds and the 1995 Bonds are referred to herein as the "Prior Obligations"), and a Loan Agreement with the Anaheim Public Financing Authority evidencing a loan in the aggregate initial principal amount of $134,433,052.80 (the "1992 Loan"); and WHEREAS, the Agency has previously entered into a Loan Agreement dated as of May 1, 1997 (the "1997 Loan Agreement") between the Agency and the Authority in connection with a loan (the "1997 Loan") made to the Agency from the Authority in two parts for the purpose of providing funds to defease and refund the Prior Obligations and to finance certain housing activities of the Agency to be undertaken pursuant to Section 33334.6 of the Redevelopment Law; and WHEREAS, concurrently with the execution and delivery of the 1997 Loan Agreement, the Authority issued its $27,905,000 aggregate principal amount of Anaheim Public Financing Authority 1997 Tax Allocation Revenue Refunding Bonds (Redevelopment Project Alpha), Series A for the purpose of providing funds to make the 1997 Loan; and WHEREAS, the Agency has determined that it is in the best interests of the Agency and in furtherance of valid public purposes of the Agency to borrow money on a parity with the 1997 Loan to finance redevelopment housing activities of the Agency, and the Agency has requested the Authority to lend it funds in an amount sufficient for such purpose, including payment of associated costs; and DOCSOC\768930v4\22621.0085 WHEREAS, for the purpose of raising funds necessary to provide such financial assistance to the Agency, the Authority proposes to authorize the issuance and sale of its revenue bonds in two series (the "Bonds") under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), designated as the Anaheim Public Financing Authority 2000 Tax Allocation Revenue Bonds (Redevelopment Project Alpha), Series A and Series B (Taxable), the interest on a series of which may be subject to federal income taxation (the "taxable series"); and WHEREAS, the proceeds of the Bonds will be applied to make a loan (the "Loan") to the Agency pursuant to a Loan Agreement dated as of November 1, 2000 (the "Loan Agreement"), the proposed form of which has been presented to the Agency Board, which Loan will constitute Parity Debt under the 1997 Loan Agreement, and which Loan Agreement will constitute a Parity Debt Instrument under the 1997 Loan Agreement; and WHEREAS, the firm of Stone & Youngberg LLC (the "Underwriter") has proposed to purchase and underwrite the Bonds and has presented to the Agency a form of Purchase Contract for the Bonds, to be entered into among the Authority, the Agency and the Underwriter (the "Purchase Contract"), the form of a Continuing Disclosure Agreement of the Agency (the "Continuing Disclosure Agreement"), and there has been presented to the Agency a proposed form of Official Statement describing the Bonds, to be used in connection with the marketing of the Bonds by the Underwriter; and WHEREAS, the Agency has duly conducted a public hearing pursuant to the requirements of Government Code Section 6586.5 following notice thereof published once at least five days prior to the hearing in a newspaper of general circulation in the City and heard testimony with respect to the subject matter hereof; and WHEREAS, the Agency has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Agency. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Anaheim Redevelopment Agency as follows: SECTION 1. Findings and Determinations. Pursuant to the Act, the Agency hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and result in more efficient delivery of housing services to residential development, thereby resulting in significant public benefits to its citizens within the contemplation of Section 6586(a) and (d) of the Act. The Agency further finds that the recitals hereto, and each of them, are true and correct. SECTION 2. Approval of Loan from Authority; Loan Agreement. The Agency hereby authorizes and approves the borrowing by the Agency from the Authority of the proceeds of the Bonds pursuant to and in accordance with the provisions of the Loan Agreement. The aggregate principal amount of the Loan shall be sufficient to fund housing activities, any costs of issuance and fund required reserves and other deposits under the Loan Agreement, shall in no event exceed $34,000,000 or such lesser amount as may be eligible to be financed consistent with the Parity Debt test of the 1997 Loan Agreement, and the final maturity of the Loan and the Bonds shall be not later than calendar year 2018. Pursuant to the Loan Agreement, the Agency's pledge of Tax Revenues to repayment of the Loan shall be on a parity with the 1997 Loan and the Loan Agreement shall DOCSOC\768930v4~22621 0085 2 constitute a Parity Debt Instrument under the 1997 Loan Agreement, as such terms are defined in the 1997 Loan Agreement. The Agency hereby approves the Loan Agreement and the Continuing Disclosure Agreement in the form on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate to accomplish the purposes of the borrowing in a manner consistent with the Agency's findings hereunder, the execution of which by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby approves the pledge of Tax Revenues under the Loan Agreement. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Agency to, the final form of the Loan Agreement for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Loan Agreement as finally executed pursuant hereto. SECTION 3. Sale of Bonds; Approval of Indenture. The sale of the Bonds to the Underwriter pursuant to the Purchase Contract is hereby approved. The Agency hereby approves the Purchase Contract in the form thereof on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, the execution of which by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Executive Director is hereby authorized and directed to execute the final form of the Purchase Contract for and in the name and on behalf of the Agency provided the effective average interest rate payable on the Series A Bonds (as defined in the Indenture) shall not exceed 7% per annum and the interest rate payable on the Series B Bonds (as defined in the Indenture) shall not exceed 8.5% per annum, in each case, inclusive of original issue discount, and the underwriter's discount may not exceed 1% of the par amount of the Bonds. The Agency hereby authorizes the delivery and performance of the Purchase Contract. SECTION 4. Approval of Official Statement. The form of Preliminary Official Statement (the "Preliminary Official Statement") presented to this meeting is hereby approved, and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective pumhasers of the Bonds in the form hereby approved, together with such conforming changes therein or additions thereto as are determined necessary by the Executive Director of the Agency, to make such Preliminary Official Statement "final" as of its date. The Executive Director of the Agency or his designee is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute a final Official Statement for the Bonds in substantially the form of the Preliminary Official Statement, with such additions thereto or changes therein describing the specific form and terms of the Bonds as are recommended or approved by the Executive Director of the Agency, and approved by such officer, such approval to be evidenced conclusively by the execution and delivery of the Official Statement. SECTION 5. Official Actions. The Chairman, the Executive Director, the Treasurer, 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 Bonds and the making of the Loan. DOCSOC\768930v4~2621.0085 3 SECTION 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. The FOREGOING RESOLUTION was approved and adopted by the Anaheim Redevelopment Agency this 24th day of October ,2000, by the following vote: By: ATTEST: 4Jecretary o4Vthe Anaheim Redevelopment Agency APPROVED AS TO FORM: DOCSOC~768930v4\22621 0085 4 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, SHERYLL SCHROEDER, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA2000-5 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 24th day of October 2000, by the following vote of the members thereof: AYES: CHAIRMAN/AGENCY: Feldhaus, Kring, Tait, McCracken, Daly NOES: CHAIRMAN/AGENCY: None ABSENT: CHAIRMAN/AGENCY: None IN WITNESS WHEREOF, I have hereunto set my hand and seal this 24th day of October, 2000. S~CR~TARY OF THE ANAHEIM REDEVELOPMENT AGENCY (SEAL)