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HomeMy WebLinkAboutReso RDA 35-1982 ~ ,' _ JN~.uW:KIJ:jn 06/07/82 1525C .. :in 06/10/82 :in 06/14/82 :in 06/16/82 RESOLUTION NO. __~_ A RESOLUTION AMENDING RESOLUTION NO. 31 ENTITLED "A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AUTHORIZING THE ISSUANCE OF $6,500,000 PRINCIPAL AMOUNT OF REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO GATEWAY REDEVELOPMENT PROJECT 1982 TAX ALLOCATION NOTES" RESOLVED, by the Redevelopment Agency of the City of South San Francisco, California, that the Resoluton cited in the title (the "Resolution") adopted by the Agency on April 21, 1982 is amended in the following particulars: Section 1. Section 1.02 of the Resolution is amended to add the following definitions of "Application", "Drawing" and "Qualified Investments": "Application. 'Application' means that certain Standby Letter of Credit Application and Agreement between Homart and Bank. .-_ "Drawing. 'Drawing' means the payment by Bank to the Fiscal Agent pursuant to the Letter of Credit. "Qualified Investments. "Qualified Investments' means demand or time deposits (which may be represented by certificates of deposit) in any bank or trust company which is (i) authorized to accept deposits of public funds and (ii) whose most recent senior debt obligations (or the most recent senior debt obligations of the holding company which holds the stock of such bank or trust company in the event such bank or trust company does not have any outstanding debt obligations) are rated at least as high as the senior debt obligations of the Bank by Standard & Poor's Corporation, which bank or trust company may include the banking department of the Fiscal Agent." Section 2. The first paragraph of Section 2.02 of the Resolution is amended to read: "Section 2.02. Prior Redemption. The Notes are subject to redemption in whole prior to their maturity date, upon published notice as hereinafter provided, at the option of the Agency, on any Interest Payment Date on or after June 1, 1984 and prior to their maturity, from any available source of funds, at a redemption price equal to the principal amount thereof with accrued interest thereon to the date of redemption. The Notes are also subject to mandatory redemption in whole prior to their maturity date, upon published notice as herein provided, on any Interest Payment Date, from the proceeds of the Drawing under the Letter of Credit (i) upon the happening of an event of default and an acceleration under Section 4.06(a) or (ii) upon notice by Bank to the Fiscal Agent of an event of default under the Application, at a redemption price equal to the principal amount thereof with accrued interest thereon to the date of redemption." Section 3. The third paragraph of Section 4.04 of the Resolution is amended to read: "To the extent that moneys in the Note Fund are on the date five (5) days next preceding any Interest Payment Date insufficient to make the Note payments due and payable on such Interest Payment Date, thus constituting an event of default under Section 8.01(1) or (2), or to the extent that an event of default exists under Section 8.01(5), the Fiscal Agent shall give written notice of such default to the Bank and to Homart and shall prepare and transmit to the Bank the sight draft and certificate in form provided for in and make the Drawing under the Letter of Credit in such amount as may be necessary to pay all principal of and interest on the Notes which are due and payable on such date whether at maturity, by declaration or otherwise." Section 4. Paragraph (d) of Section 4.04 of the Resolution is amended to read: "(d) On May 25, 1985, the Fiscal Agent shall transfer from the Special Fund to the Note Fund the balance of funds remaining in the Special Fund after making the transfers required by Section 4.03, up to the total amount necessary to pay principal of and interest on the Notes in full." Section 5. The first paragaph and paragraph (a) of Section 4.06 of the Resolution is amended to read: "Section 4.06. Redemption Account. There is hereby created within thee Note Fund a special account designated ~Redevelopment Agency of the City of South San Francisco 1982 Tax Allocation Notes Redemption Account~, herein called ~Redemption Account~, which shall be maintained by the Fiscal Agent as a separate account distinct from all other funds of the Agency, to pay for the prior redemption of the Notes. "(a) Any Net Bond Proceeds received by the Agency on or after June 1, 1984 and prior to December 1, 1984 shall be paid to the Fiscal Agent for deposit in the Redemption Account and application to the prior redemption of Notes pursuant to Section 2.02. "The proceeds of the Drawing made under the Letter of Credit on the last days of August, 1982, February, 1983 or August 1983 as the result of an event of default under Section 8.01(5) and declaration of acceleration of the principal of the Notes by the Fiscal Agent under Section 8.01, shall be deposited in the Redemption Account and applied to the prior redemption of the Notes on the next succeeding Interest Payment Date pursuant to Section 2.02." Section 6. Section 4.09 of the Resolution is amended to read: "Section 4.09. Investment of Moneys in Funds. Moneys in the Special Fund, Note Fund and Redemption Account shall be invested by the Fiscal Agent in Qualified Investments maturing at such times as funds are required to be applied therefrom as provided herein. Moneys in the Redevelopment Fund, the Low and Moderate Income Housing Fund and Repayment Fund shall be invested by the Treasurer in such obligations which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in the Low and Moderate Income Housing Fund or the Repayment Fund shall at all times be deemed to be part of each such respective fund so invested, and all interest, gain or loss on the investment of moneys in the respective fund shall be credited or charged thereto. All interest or gain received during the acquisition, construction and development of the Project from such investments of moneys in the Special Fund and the Redevelopment Fund shall be deposited in the respective fund or account from which such investment was made. "The Fiscal Agent may act as principal or agent of the Agency in the making or disposing of any investment subject to Section 6.02, the Fiscal Agent shall not be responsible for any loss in the disposing of any investment. Moneys in various funds may be commingled for purposes of making investments thereof. "On August 25, 1982 and on each February 25 and August 25 thereafter to and including February 25, 1985 the Fiscal Agent shall determine whether the market value of the Qualified Investments in the Note Fund and the Special Fund is at least equal to the total amount of interest remaining unpaid on the Notes as of such date, and shall immediately make demand on the Agency to deposit any difference on or before the last day of the month during which such demand is made. In the event that such deposit is not made and there remains a deficiency between such market value and such amount of interest on the last day of such month, such event shall constitute an event of default under Section 8.01(5)." Section 7. Clauses (1) and (2) of Section 8.01 of the Resolution are amended to read: "(1) if there are insufficient moneys in the Note Fund on the date five (5) days next preceding any Interest Payment Date to make due and punctual payment of the principal of any Note on such Interest Payment Date; "(2) if there are insufficient moneys in the Note Fund on the date five (5) days next preceding any Interest Payment Date to make due and punctual payment of interest on any Note on such Interest Payment Date;" 3 Section 8. A new clause (5) is added to Section 8.01 of the Resolution, to read: "(5) if the Fiscal Agent determines that there is a deficiency in the Note Fund and Special Fund pursuant to the last paragraph of Section 4.09 which is not remedied within the time therein required, or if an event of default has occurred under the Application and the Bank has given notice thereof to the Fiscal Agent;" Section 9. Article IX, comprising Sections 9.01 to 9.04, inclusive, of the Resolution are deleted and the following new Article IX substituted in place thereof: "ARTICLE IX THE LETTER OF CREDIT Section 9.01. General. Bank has issued to Fiscal Agent for the account of Homart the Letter of Credit for the purpose of providing additional security for the Notes. This article establishes procedures for the Drawing under the Letter of Credit provision of this Resolution including other provisions qualified by phrases such as ~Notwithstanding any other provision of this Resolution . ' or which otherwise purports to control conflicting provisions) the provisions of this Article shall control and prevail over any and all conflicting provisions. "Section 9.02. Drawing Under the Letter of Credit. Upon the happening of an event of default under Section 8.01(1), (2) or (5), the Fiscal Agent shall forthwith prepare and transmit to the Bank the sight draft and certificate in form provided for in and make the Drawing under the Letter of Credit pursuant to the third paragraph of Section 4.04. "Section 9.03. Application of Drawing. If the Drawing is made under paragraph (a) of Section 4.06 the proceeds thereof shall be deposited in the Redemption Account and applied as provided in Section 4.06; if the Drawing is. made under any other provision of this Resolution, the proceeds thereof shall be deposited in the Note Fund and applied as provided in Section 4.04." Section 10. The Form of Coupon Note attached to the Resolution as Exhibit "A" and the Form of Fully Registered Note attached as Exhibit "B" are amended to add the following sentence to the fourth full paragraph on pages 2 and 8, respectively, thereof: "The Notes are also subject to mandatory redemption in whole prior to their maturity date upon published notice as hereinafter provided, on any June 1 or December 1 on or after December 1, 1982 from the proceeds of the drawing under an irrevocable standby letter of credit issued to the Fiscal Agent by the Bank of America NT&SA, upon the happening of certain events described in the Resolution." PASSED AND ADOPTED on Jun~ 16 , 1982, by the following vote: AYES: Agency Members: Ronald G. Acosta, Emanuele N. Damonte, Gus Nicolopulos, Roberta Cerri Teglia NOES: Agency Members: None ABSENT: Agency Members: Mark N~ego ~ rman of he Redevelop~gency of the City of South San Francisco (SEAL) Attest: Sec~e~ry ~f~r{he Redevelopment Agency of the City of South San Francisco SECRETARY'S CERTIFICATE I, C. Walter Birkelo, Secretary of the South San Francisco Redevelopment Agency, hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a regular meeting of said Agency duly and regularly held at the regular meeting place thereof on , 1982, of which meeting all the members of said Agency had due notice and at which a majority thereof was present; and that at said meeting said Resolution was adopted by the following vote: AYES: Agency Members: NOES: Agency Members: ABSENT: Agency Members: I further certify that I have carefully compared the same with the original Resolution on file and of record in my office; that said Resolution is a full, true and correct copy of the original Resolution adopted at said meeting; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and is now in full force and effect. 5 IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal of said Agency on , 1982. Secretary of the South San Francisco Redevelopment Agency