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HomeMy WebLinkAboutReso RDA 11-1998 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO RESOLUTION No. 11-98 RESOLUTION AUTHORIZING THE ISSUANCE OF ITS 1998 TAX ALLOCATION BONDS, SERIES A (GATEWAY REDEVELOPMENT PROJECT) IN THE PRINCIPAL AMOUNT OF NOT-TO-EXCEED $31,500,000, AND ITS 1998 TAX ALLOCATION BONDS, SERIES B (HOUSING SET-ASIDE TAX REVENUES) IN THE PRINCIPAL AMOUNT OF NOT-TO-EXCEED $4,500,000, AUTHORIZING AND DIRECTING EXECUTION OF RELATED INDENTURES OF TRUST AND ESCROW AGREEMENT, APPROVING SALE OF BONDS AND OFFICIAL STATEMENT, AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, the City of South San Francisco (the "City") and the Redevelopment Agency of the City of South San Francisco (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement dated as of September 11, 1991, establishing the City of South San Francisco Capital Improvements Financing Authority (the "Authority") for the purpose of issuing its bonds to be used to provide financial assistance to the City and the Agency; and WHEREAS, the Agency is a redevelopment agency, 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 Health and Safety Code of the State of California (the "Redevelopment Law"), including the power to issue bonds for any of its corporate purposes; and WHEREAS, the redevelopment plans (the "Redevelopment Plans") for the Agency's Gateway Project, the Downtown/Central Project, the E1 Camino Corridor Project and the Shearwater Project (collectively, the "Redevelopment Projects") have been adopted under the Redevelopment Law pursuant to all applicable requirements of the Redevelopment Law; and WHEREAS, the Agency is required under Section 33334.2 of the Redevelopment Law to deposit twenty percent (20%) of taxes allocated to the Agency (the "Housing Set-Aside Tax Revenues") into its Low and Moderate Income Housing Fund and to spend such Housing Set- Aside Tax Revenues for the purposes of increasing, improving, and preserving the community's supply of low- and moderate-income housing available at affordable housing costs; and WHEREAS, Section 33334.2 of the Redevelopment Law provides that the Agency may apply Housing Set-Aside Tax Revenues to increase, improve and preserve the community's supply of low- and moderate-income housing at affordable housing cost; and WHEREAS, in order to finance, in part, the Willow Gardens Housing Project, more particular described herein (the "Housing Project"), the Agency wishes at this time to issue its $4,500,000 aggregate principal amount of Redevelopment Agency of the City of South San Francisco 1998 Tax Allocation Bonds, Series B (Housing Set-Aside Tax Revenues) (the "Series B Bonds"); and WHEREAS, the Agency issued its $10,660,000 Gateway Redevelopment Project 1993 Tax Allocation Bonds (the "1993 Bonds") for the purpose of providing funds to repay a portion of a loan, the proceeds of which were used to finance redevelopment activities in the Redevelopment Project; and WHEREAS, the City of South San Francisco, the Agency and Homart Development Co. ("Homart") entered into a Repayment Agreement, dated as of January 27, 1993, as amended (the "Repayment Agreement") under which the Agency agreed to repay Homart for certain improvements in the Gateway Redevelopment Project paid for by Homart; and WHEREAS, the Agency wishes at this time to issue its $4,500,000 aggregate principal amount of Redevelopment Agency of the City of South San Francisco 1998 Tax Allocation Bonds, Series A (Gateway Redevelopment Project) (the "Series A Bonds") pursuant to the Law for the purpose of: (i) refunding the 1993 Bonds; (ii) fully discharging the Agency's obligation to Homart under the Repayment Agreement; and (iii) financing redevelopment activities in the Gateway Redevelopment Project; and WHEREAS, the Authority has authorized the issuance of its 1998 Revenue Bonds, Series A (South San Francisco Redevelopment Projects) in an aggregate principal amount of not to exceed $36,000,000 (the "Authority Bonds") for the purpose of (a) providing funds to purchase the Agency's 1998 Tax Allocation Bonds, Series A (Gateway Redevelopment Project) (the "Gateway Redevelopment Project Bonds") in an aggregate principal amount of not to exceed $31,500,000, and (b) providing funds to purchase the Agency's 1998 Tax Allocation Bonds, Series B (Housing Set-Aside Tax Revenues) (the "Housing Set-Aside Bonds") in an aggregate principal amount of not to exceed $4,500,000 (the Gateway Bonds and the Housing Set-Aside Bonds being referred to herein as the "Agency Bonds"); WHEREAS, A.G. Edwards & Sons, Inc. (the "Underwriter") intends to submit an offer to purchase the Authority Bonds and in connection with the offering thereof has caused to be prepared an Official Statement describing the Bonds, a preliminary form of which is on file with the Secretary; 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 Redevelopment Agency of the City of South San Francisco as follows: Section 1. Approval of Agency Bonds. The Agency hereby authorizes and approves the issuance of the Gateway Redevelopment Project Bonds and the Housing Set-Aside Bonds (collectively, the "Agency Bonds") to be sold by the Agency to the Authority, purchased with the proceeds of the Authority Bonds. The Agency Bonds shall be issued pursuant to and in accordance with the terms of the two Indentures of Trust, each dated as of November 1, 1998, by and between the Agency and U.S. Bank Trust National Association, as trustee, relating to each of the respective Agency Bonds (collectively, the "Indentures"). The Agency hereby approves both of the Indentures in substantially the form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director. The Chairman 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 each of the Indentures for and in the name and on behalf of the Agency. The proceeds of the Agency Bonds shall be applied by the Agency for the purposes and in the amounts as set forth in the respective Indentures. The Agency hereby authorizes the delivery and performance of the Indentures. Section 2. Redemption of 1993 Gateway Bonds Through Escrow Agreement. The Agency hereby approves the application of a portion of the proceeds of the Gateway Redevelopment Project Bonds to the defeasance and redemption of the Agency's $10,660,000 Gateway Redevelopment Project Bonds, Series 1993 (the "1993 Gateway Bonds'), as more fully set forth in an Escrow Deposit and Trust Agreement dated as of November 1, 1998 (the "Escrow Agreement") by and between the Agency and U.S. Bank Trust National Association, as the Escrow Bank. The Agency hereby approves the Escrow Agreement in substantially the form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director. 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 Escrow Agreement for and in the name and on behalf of the Agency. Section 3. Funding of Willow Gardens Housing Project. The Agency hereby approves the application of $3,150,000 of the proceeds of the Housing Set-Aside Bonds to fund a portion of the costs of constructing the Willow Gardens Housing Project (the "Housing Project"), consisting of approximately 16 buildings containing approximately 64 multi-family rental units located in the Willow Gardens subdivision in the City, such funds to be transferred directly to Willow Gardens Associates, a California Limited Partnership, pursuant to that certain Grant Agreement, approved by the Agency on May 27, 1998, between the Agency and Willow Gardens Associates. Section 4. Sale of Bonds. The Agency hereby approves the sale of Agency Bonds to the Authority pursuant to those certain Bond Purchase Agreements, each dated as of November 1, 1998, between the Agency and the Authority (the "Bond Purchase Agreements") as well as the sale of the Authority Bonds by the Authority by negotiation with the Underwriter, purs~uant to the Purchase Contract, by and among the Authority, the Agency and the Underwriter, in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Executive Director or Secretary. The Bond Purchase Agreements and the Purchase Contract shall be executed in the name and on behalf of the Agency by the Executive Director or Secretary, who are hereby separately authorized and directed to execute and deliver said form of Bond Purchase Agreements and Purchase Contract on behalf of the Agency upon submission of a proposal by the Underwriter to acquire the Bonds, which proposal is acceptable to the Executive Director or Secretary. The Underwriter's discount on the Bonds shall not exceed 1.2%, original issue discount on the Bonds shall not exceed 5~0%, and the weighted average interest rate to be borne by the Bonds shall not exceed seven percent (7%) per annum. Section 5. Official Statement. The Agency hereby approves the Preliminary Official Statement describing the Authority Bonds and the Agency Bonds, in substantially the form submitted by the Underwriter and on file with the Secretary. Distribution of the preliminary Official Statement by the Underwriter is hereby authorized and approved. The Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. The Executive Director is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement. The Final Official Statement shall be executed in the name and on behalf of the Agency by the Chairman, or an authorized representative or designee of the Chairman, who is hereby authorized and directed to execute the final Official Statement on behalf of the Agency. The Executive Director and/or Secretary is hereby authorized to execute an appropriate certificate stating his determination that the Preliminary Official Statement has been deemed nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. Section 6. Findings Related to Housing Funds. The Agency hereby finds and determines, based upon the proximity of all areas of the City to the South San Francisco Redevelopment Projects and the nature of the Agency's existing housing programs, that the use of tax increment revenues arising from three of the South San Francisco Redevelopment Projects for housing programs and activities authorized by Section 33334.2 of the Redevelopment Law outside of such Project Area, such as the Housing Project, will be of benefit to those other Project Areas. Such finding and determination is made expressly as authorized in Section 33334.3(i) of the Redevelopment Law, and as required by Section 33334.2 (g) of the Redevelopment Law. Section 6. Official Action. The Chairman, the Vice-Chairman, the Treasurer, the Secretary, the Executive Director, Agency General Counsel, 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 Agency Bonds as described herein; provided that the same shall have been approved as to form by Agency General Counsel. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED by the Redevelopment Agency of the City of South San Francisco at a regular meeting thereof held on the 14th day of October, 1998. AYES, and in favor of: Members James L. Datzman, Joseph A. Fernekes, Kary~ Matsumoto, John R. Penna and Chair Eugene R. Mullin NOES: Members- None ABSENT: Members- None ABSTAIN: Members- None