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ARA-2006-010RESOLUTION NO. ARA- 2006 -010 A RESOLUTION OF THE GOVERNING BOARD OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHORIZING THAT CERTAIN NOTE PURCHASE AGREEMENT IN AN AMOUNT UP TO $18,000,000 AND AUTHORIZING THE EXECUTIVE DIRECTOR TO CARRY OUT SUCH AGREEMENT; AND MAKING CERTAIN OTHER FINDINGS IN CONNECTION THEREWITH WHEREAS, the Anaheim Redevelopment Agency ( "Agency ") is a community redevelopment agency duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California) ( "Redevelopment Law "), and the powers of the Agency include the power to borrow monies and issue bonds for any of its corporate purposes, including authority pursuant to Sections 33671.5 and Article 5 of Chapter 6 (commencing with Section 33640) of the Redevelopment Law; and WHEREAS, on May 24, 2004, by Ordinance Nos. 5913, 5914, 5915, 5916, 5917 and 5918, the City Council of the City of Anaheim ( "City Council ") adapted amendments to all of its existing redevelopment project areas, including the Alpha Project, River Valley Project, Plaza Project, West Anaheim Project, Commercial/Industrial Project, and the Stadium Project, to merge all such constituent and component project areas into the Anaheim Merged Project (as amended, the "Merged Project Area "); and WHEREAS, the Merged Project Redevelopment Plan was further amended by Ordinance No. 6034 adopted by the City Council on September 12, 2006 1 "Plan Extension Amendment ") as to certain constituent parts of the Merged Project Area, specifically Alpha Project, River Valley Project, Plaza Project, Commercial/Industrial Project, and the Brookhurst Area of the West Anaheim Project, which together in such ordinance were defined as the "Affected Plans "; and WHEREAS, the Plan Extension Amendment was undertaken and approved pursuant to and in accordance with Section 33333.10(a)(1) and (2) of the Redevelopment Law and extended the time limits on plan effectiveness and the repayment of indebtedness and receipt of tax increment revenues by ten (10) years as to the Affected Plans of the Merged Project Area all in order to eliminate existing blighting conditions and to increase, improve, and preserve affordable housing opportunities; and WHEREAS, the redevelopment plans for the Alpha Project, River Valley Project, Plaza Project, West Anaheim Project, Commercial/Industrial Project, and Stadium Project have been adopted and thereafter amended in compliance with all applicable requirements of the Redevelopment Law and together comprise the redevelopment plan for the Merged Project Area (as amended, the "Merged Project Redevelopment Plan "); and WHEREAS, Agency is empowered to enter into agreements and to carry out redevelopment projects and programs, including affordable housing projects and programs that improve, increase and preserve the community's supply of housing for Moderate, Low, Very Low, and Extremely Low Income households and families available at an affordable housing cost; and DOCSOC/1157839v9/022621.0121 WHEREAS, in connection with consideration and approval of the Merged Project Area, Agency and City Council made findings, reaffirmed and determined that improving, increasing, and/or preserving affordable housing, including the construction and development thereof, is of benefit to the Merged Project Area and all constituent parts thereof whether such housing is located within and/or outside the boundaries of the Merged Project Area; and WHEREAS, concurrent with or prior to Agency's consideration and action on this Resolution, Agency and City Council, acting as the legislative body of Agency, have considered and approved a Disposition and Development Agreement ( "DDA ") between Agency and Brookfield Olive Street, LLC, a California limited liability company ( "Developer "), for the development of a housing project on several parcels comprising approximately 15 acres that will include both affordable and market units (approximately 300 total units), appurtenant public street improvements, public park/open space uses, and other public uses /purposes ( "Project "); and WHEREAS, the DDA will effectuate the goals and objectives of the Merged Project Redevelopment Plan and Merged Project Area and the Agency's current five -year Implementation Plan for the Merged Project Area adopted pursuant to Section 33490 of the Redevelopment Law; and WHEREAS, the DDA, and the City Counsel resolution relating to the DDA are on file with the Agency Secretary/City Clerk and is incorporated herein by this reference; and WHEREAS, in connection with planning for consideration and action by the Agency and City Council on the DDA, including funding therefor, the Project was evaluated pursuant to the California Environmental Quality Act, Public Resources Code Section 21000, et seq., and implementing Guidelines set forth in 14 Cal. Code of Regs, Section 15000, et seq.) (together, "CEQA "); and WHEREAS, the City previously adopted and certified the Anaheim General Plan and Zoning Code Update Environmental Impact Report No. 330 ( "General Plan Update EIR ") in connection with the City's General Plan update in 2004 (as updated, the "General Plan "); and WHEREAS, the General Plan Update EIR is a Program EIR under CEQA, addresses the environmental impacts from the City's ultimate build -out, considering maximum densities and the effects thereof, and establishing a mitigation monitoring program which requires, among other tasks, subsequent focused studies and the implementation of mitigation measures where required; and WHEREAS, pursuant to the resolutions of Agency and City Council in their approval of the DDA, the Agency has made the necessary findings pursuant to CEQA determining that the Project, inclusive of the DDA and funding therefor, is within the scope of the activities addressed in the General Plan Update EIR and such General Plan Update EIR adequately describes the Project for purposes of CEQA because (i) the General Plan Update EIR is a Program EIR, (ii) the Project is consistent with the General Plan, (iii) the Project presents no new environmental effects which could occur that were not examined in the General Plan Update EIR, and (iv) there is no new information to suggest that new mitigation measures would be required for the Project; and WHEREAS, in order to carry out the DDA and Project, Agency desires to borrow monies from Citigroup Global Markets, Inc. or one of its affiliates ( "Bank ") in a principal amount of up to Eighteen Million Dollars ($18,000,000.00) evidenced by a note ( "Note ") pursuant to a Note Purchase Agreement between Agency and Bank ( "Note Purchase Agreement ") to provide funds to assist in the DOCSOC/ 1157839v9/022621 -0121 2 financing of the Project and for other redevelopment purposes, including costs and expenses payable from the Agency's Low and Moderate Income Housing Fund pursuant to Sections 33334.2, et seq., 33334.6, et seq., and 33413 and costs and expenses payable from Agency non - housing tax increment monies and other Agency revenues; and WHEREAS, the Note Purchase Agreement establishes the basic terms and conditions under which Bank will purchase and by which Agency will issue the Note in a principal amount up to $18,000,000, which Note will be secured by a pledge of tax increment revenues, including (as to a portion of the borrowing) the portion thereof chargeable to the Agency's Low and Moderate Income Housing Fund generated by the Merged Project Area, subject to pre- existing claims, pledges, and obligations on such tax increment and such other claims, pledges, and obligations as in the reasonable judgment of the City's Executive Director of Community Development and Agency's Executive Director ( "Executive Director ") determines are necessary and appropriate, all subject to delivery of the Note Purchase Agreement and related closing documents and/or required in implementation of such Note purchase, including payment of fees and other costs as may be payable from the proceeds thereof; and WHEREAS, capitalized terms used in this Resolution are as defined in the Note Purchase Agreement, or as referenced from the DDA, unless otherwise defined herein; and WHEREAS, based upon consultation with Special Counsel, the Agency hereby finds and determines that the interest on the Note shall be subject to federal income taxation and that the Note may be entered into directly with the Bank pursuant to Section 5903 of the California Government Code, and the Note will constitute "bonds" of the Agency entered into pursuant to Article 5 of Chapter 6 of the Redevelopment Law; and WHEREAS, the Project and Note Purchase Agreement are in the best interest of the Agency and the City of Anaheim, and the health, safety and welfare of its residents, and is of benefit to the Agency and its Merged Project Area and is contemplated by the Agency's Implementation Plan for the Merged Project Area adopted and in place pursuant to Section 33490 of the Redevelopment Law. NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED BY THE ANAHEIM REDEVELOPMENT AGENCY: Section 1 . The foregoing Recitals are true and correct and are a substantive part of this Resolution. The Agency hereby finds and determines that not less than $2.88 million of the proceeds of the loan will be properly chargeable to valid expenditures of the Low and Moderate Income Housing Fund for the Merged Project Area, and that expenditure of such Note proceeds inside or outside of the Merged Project Area, for the Project or otherwise, is of benefit to the Merged Project Area. Section 2 . The Agency's findings and determination pursuant to CEQA as set forth and made in the resolution approving the DDA are the CEQA findings and determination for the Note Purchase Agreement which actions will be in implementation of the DDA. Section 3 . The entering into of the Note Purchase Agreement and the delivery of the Note by the Agency to Bank, in order to fulfill Agency's obligations and objectives under Sections 3 DOCSOC/1157839v9/022621 -0121 33334.2, 33334.6, 33413 and 33490 of the Redevelopment Law to pay costs in connection with the issuance of the Note Purchase Agreement and Note, all of which constitute a "redevelopment activity," as such term is defined in Health and Safety Code Section 33678, are hereby authorized and approved. Section 4 . The Agency hereby approves the Note Purchase Agreement and the issuance of the Note and authorizes and directs the Executive Director, City Attorney, Special Counsel, and any other appropriate official of the Agency, and the authorized designees of any of them (together, "Designees "), to complete negotiations of, and to enter into, the Note Purchase Agreement between Agency, as borrower, and Bank, as lender, with the final form of such Note Purchase Agreement and Note subject to the approval of the Executive Director and Agency Counsel. Said Note Purchase Agreement shall include provisions and shall conform substantially to the form thereof submitted at this meeting and this Resolution and such other material terms as in the judgment of the Executive Director are reasonably necessary and appropriate to obtain the loan represented by the Note in the amount and time required, subject to and provided that (a) the principal amount of the Note does not exceed $18,000,000.00, (b) the interest rate for said borrowing does not exceed the rate or rates set forth in the Note Purchase Agreement (and the stated interest rate for the Initial Note Rate Period shall in no event exceed seven percent (7 %) per annum), (c) the term of the Note is between one (1) year and five (5) years, and (d) debt is secured by an unsecured promise to pay or pledge of tax increment revenues including (as to the percentage described in Section 1 hereof), the portion thereof chargeable to the Agency's Low and Moderate Income Housing Fund generated by the Merged Project Area, subject to existing claims, pledges, and obligations on such tax increment having a prior lien on such tax increment and such other claims, pledges, and obligations that Executive Director (in her reasonable judgment) determines are necessary and appropriate. Section 5 . The Agency Chairman and Agency Secretary /City Clerk are hereby authorized to execute and attest the final Note Purchase Agreement and Note, including any related attachments, on behalf of the Agency, their execution and attestation thereof to constitute conclusive evidence of the Agency's approval of the terms thereof in accordance with this Resolution. Copies of the final Note Purchase Agreement, when duly executed and attested, shall be placed on file in the office of the City Clerk. Further, Executive Director (or her duly authorized representative) is authorized to implement the Note Purchase Agreement and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transactions represented by the Note and the Note Purchase Agreement as provided for therein, and the Agency Secretary/City Clerk is authorized to attest to such documents. The Executive Director (or her duly authorized representative) is hereby authorized, to the extent necessary during the implementation of the Note Purchase Agreement, to make technical or minor changes and interpretations thereto after execution, as necessary, to properly implement and carry out the Note Purchase Agreement, provided any and all such changes shall not in any manner materially affect the rights and obligations of Agency or the maximum funding provided under the final Note Purchase Agreement. Section 6 . In addition to the authorization of Sections 4 and 5 above, Executive Director (or her duly authorized representative) and Agency Secretary/City Clerk are hereby authorized, on behalf of Agency, to sign all other documents necessary or appropriate to carry out and implement Note Purchase Agreement and any implementing agreements or documents., including causing the issuance of warrants in implementation thereto, and to administer Agency's obligations, responsibilities and duties to be performed under the Note Purchase Agreemr ent. Stradling Yocca Carlson & Rauth is confirmed to act as Special Counsel to the Agency in connection with the Note on the terms set forth in the letter proposal on file with the Executive Director 4 DOC S OC/ 1137839v9/022621-0121 Section 7 . Agency Secretary shall certify to the adoption of this Resolution. Section 8 . This Resolution shall take effect upon adoption. 0 tober PASSED, APPROVED AND ADOPTED this 1 7 day o , 2006 by the following roll call vote: AYES: Chairman Pringle, Agency Members Chavez, Hernandez, Sidhu, Galloway. NOES: None ABSENT: None ABSTAIN: None ATTEST: CATHY GODOY AG ICY SECRE Y CktIR16rk APPR AS TO FORM: JACK; . W TE, CITY ATTORNEY JobA 13: Woodhead, A' As ist4nt City Attorney ANAHEI DEVELOPM AGENCY By: Chairman 5 DOCSOC/ 1157839v9/022621 -0121 STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF ANAHEIM I, Cathy Godoy Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA2006 -010 was introduced and adopted at a regular meeting provided by the law of the Anaheim Redevelopment Agency held on the 17 day of October 2006. ANAHEM REDEVE O MENT AGENCY By. az& Agen Secretary DOCSOC/ 1157839v9/022621 -0121