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HomeMy WebLinkAboutRDA RES 07-03RDA RESOLUTION N0.07-03 RESOLUTION OF THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY APPROVING THE FORM AND AUTHORIZING THE ISSUANCE OF A PROMISSORY NOTE AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A NOTE PURCHASE AGREEMENT RELATING THERETO, IN AN AMOUNT NOT TO EXCEED $5,100,000, IN CONNECTION WITH THE FINANCING OF THE ACQUISITION OF CERTAIN LAND WITHIN THE AGENCY'S SOUTH CENTRAL REDEVELOPMENT PROJECT BUT OF BENEFIT TO ITS MCAS TUSTIN REDEVELOPMENT PROJECT AND AUTHORIZING AND DIRECTING ACTIONS WITH RESPECT THERETO (SERIES A NOTE-TAX-EXEMPT) WHEREAS, the Tustin Community Redevelopment Agency (the "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 I of Division 24, commencing with section 33000) of the California Health and Safety Code} ("Redevelopment Law"), and the powers of the Agency include the power to borrow money 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; WHEREAS, on June 16, 2003, by Ordinance No. 1276, the City Council of the City of Tustin (the "City Council") formed the MCAS Tustin Redevelopment Project (the "Redevelopment Project"); WHEREAS, the redevelopment plan for the Redevelopment Project has been adopted in compliance with all applicable requirements of the Redevelopment Law (the "Redevelopment Plan"}; WHEREAS, Agency is empowered to enter into agreements and to carry out redevelopment projects; WHEREAS, the Agency desires to borrow moneys from Citigroup Global Markets Inc., or one of its affiliates (the "Bank"), in a principal amount not to exceed $5,100,000, evidenced by a note (the "Series A Note"), pursuant to a note purchase agreement, by and among the Agency, the Tustin Public Financing Authority (the "Authority") and the Bank (the "Series A Note Purchase Agreement"), to provide funds to finance a portion of the costs of the acquisition of a 37-acre parcel of land which will provide freeway access to and from the Redevelopment Project (the "Property"~ within the Agency's South Central Redevelopment Project but of benefit to the Redevelopment Project; RDA Resolution No. 07-03 Page 1 of 5 WHEREAS, pursuant to the Series A Note Purchase Agreement, the Agency will sell the Series A Note to the Authority for immediate re-sale to the Bank; WHEREAS, the Agency and the City Council have heretofore made required findings to establish that the acquisition of the Property is of benefit to the Redevelopment Project; WHEREAS, the Series A Note Purchase Agreement establishes the basic terms and conditions under which the Bank will purchase, and by which Agency will issue the Series A Note, in a principal not to exceed $5,100,000, which Series A Note will be secured by a pledge of a portion of the tax increment revenues generated by the Redevelopment Project, all subject to delivery of the Series A Note Purchase Agreement and related closing documents andlor required in implementation of the Series A Note purchase, including payment of fees and other costs as may be payable from the proceeds thereof; WHEREAS, it is anticipated that the interest to be payable on the Series A Note will be excludable from gross income of the owners thereof for federal income tax purposes under section 103 of the Internal Revenue Code of 1986, as amended (the "Code"); WHEREAS, concurrently with the issuance of the Series A Note, the Agency intends to issue a separate note, in a principal not to exceed $19,900,000 (the "Series B Note"), to be separately authorized by the Agency and to finance an additional portion of the costs of the acquisition, which Series B Note will be secured on a parity with the Series A Note; WHEREAS, it is anticipated that the interest to be payable on the Series B Note will not be excludable from gross income of the owners thereof for federal income tax purposes under section 103 of the Code; WHEREAS, capitalized terms used in this Resolution are as defined in the Series A Note Purchase Agreement, unless otherwise defined herein; and WHEREAS, the Series A Note Purchase Agreement is in the best interest of the Agency and the City of Tustin, and the health, safety and welfare of its residents, and is of benefit to the Agency and the Redevelopment Project, and is contemplated by the Redevelopment Plan pursuant to section 33490 of the Redevelopment Law; NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED BY THE TUSTIN COMMUNITY 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 expenditure of the proceeds of the Series A Note inside or outside of the Redevelopment Project, is of benefit to the Redevelopment Project. RDA Resolution No. 07-03 Page 2 of 5 Section 2. The entering into of the Series A 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 33334.2, 33334.6, 33413 and 33490 of the Redevelopment Law to pay costs in connection with the issuance of the Series A Note Purchase Agreement and the Series A Note, all of which constitute a "redevelopment activity," as such term is defined in section 33678 of the California Health and Safety Code, are hereby authorized and approved. Section 3. The Agency hereby approves the Series A Note Purchase Agreement and the issuance of the Series A Note and authorizes and directs the Chair, the Executive Director, 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 Series A Note Purchase Agreement among the Authority, the Agency, as borrower, and Bank, as lender, with the final form of such Series A Note Purchase Agreement and Series A Note subject to the approval of the Chair or the Executive Director and Agency Counsel. Said Series A 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 Series A Note in the amount and time required, subject to and provided that (a) the principal amount of the Series A Note does not exceed $5,100,000, (b}the interest rate for said borrowing does not exceed the rate or rates set forth in the Series A 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 Series A Note is between one (1}year and five (5) years, and (d) debt is secured by a pledge of tax increment revenues generated by the Redevelopment Project. Section 4. The Chair or the Executive Director and the Secretary are hereby authorized to execute and attest the final Series A Note Purchase Agreement and Series A 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 Series A Note Purchase Agreement, when duly executed and attested, shall be placed on file in the office of the Secretary. Further, the Executive Director (or his duly authorized representative) is authorized to implement the Series A Note Purchase Agreement and take all further actions and execute all documents referenced therein andlor necessary and appropriate to carry out the transactions represented by the Series A Note and the Series A Note Purchase Agreement as provided for therein, and the Secretary is authorized to attest to such documents. The Executive Director (or his duly authorized representative) is hereby authorized, to the extent necessary during the implementation of the Series A Note Purchase Agreement, to make technical or minor changes and interpretations thereto after execution, as necessary, to properly implement and carry out the Series A Note Purchase Agreement, provided any and all such changes shall not in any manner materially affect the rights and obligations of RDA Resolution No. 07-03 Page 3 of 5 Agency or the maximum funding provided under the final Series A Note Purchase Agreement. Section 5. In addition to the authorization of Sections 3 and 4 above, the Executive Director (or his duly authorized representative) and the Secretary are hereby authorized, on behalf of Agency, to sign all other documents necessary or appropriate to carry out and implement Series A Note Purchase Agreement and any implementing agreements or documents, including causing the issuance of warrants in implementation thereto, and to administer the Agency's obligations, responsibilities and duties to be performed under the Series A Note Purchase Agreement. Quint & Thimmig LLP is confirmed to act as Bond Counsel to the Agency in connection with the Series A Note on the terms set forth in the letter proposal on file with the Executive Director. Section 6. The Secretary shall certify to the adoption of this Resolution. Section 7. This Resolution shall take effect upon adoption. PASSED AND ADOPTED at a regular meeting of the Tustin Community Redevelopment Agency held on the 17th day of April, 2007. LOU BONE, Chair ATTEST: PAMELA STOKER, Recording Secretary RDA Resolution No. 07-03 Page 4 of 5 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Pamela Stoker, City Clerk and ex-officio Clerk of the Tustin Community Redevelopment Agency of the City of Tustin, California, do hereby certify that the whole number of the members of the Redevelopment Agency of the City of Tustin is. five; that the above and forgoing RDA Resolution No. 07-03 was duly passed and adopted at a regular meeting of the Tustin Community Redevelopment Agency, held on April 17, 2007, by the following vote: AGENCYMEMBER AYES: Bone, Amante, Davert, Kawashima, Palmer (5) AGENCYMEMBER NOES: None (0) AGENCYMEMBER ABSTAINED: None (0) AGENCYMEMBER ABSENT: None (0) PAMELA STOKER, Recording Secretary RDA Resolution No. 01-03 Page 5 of 5