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HomeMy WebLinkAbout2003-033 - Certificates of Participation in the Maximum Principal Amount of $20,000,000RESOLUTION NO. 2003-033 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING DELIVERY AND SALE OF CERTIFICATES OF PARTICIPATION IN THE MAXIMUM PRINCIPAL AMOUNT OF $20,000,000 TO REFUND 1993 CERTIFICATES OF PARTICIPATION, AND APPROVING RELATED DOCUMENTS AND ACTIONS bk:2/11/03 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: The City of Santa Ana, California (the "C t "' y ) is currently obligated to pay lease payments with respect to the following outstanding certificates of participation: (1) Certificates of Participation (Parking Facilities Refunding Project), Series 1993A executed and delivered in the aggregate principal amount of $16,875,000 (the "1993 Series A Certificates"), which evidence lease payments payable by the City under an Amended and Restated Lease/Purchase Agreement dated as o~f February 1, 1993 (the "1993 Series A Lease Agreement"), between the Community Redevelopment Agency of the City of Santa Ana ("Agency") and the City; (2) Certificates of Participation (Commercial Facilities Refunding Project), Series 1993B executed and delivered in the aggregate principal amount of $1,945,000 (the "1993 Series B Certificates"), which evidence lease payments payable by the City under an Amended and Restated Lease/Purchase Agreement dated as of March 1, 1993 (the "1993 Series B Lease Agreement"), between the Agency and the City; and (3) Certificates of Participation (Mass Commuting Facility Refunding Project), Series 1993C executed and delivered in the aggregate principal amount of $5,005,000 (the "1993 S eries C Certificates" a nd together with the 1993 Series A Certificates and the 1993 Series B Certificates, the "1993 Certificates"), which evidence lease payments payable by the City under an Amended and Restated Lease/Purchase Agreement dated as of February 1,1993 (the"1993 Series C Lease Agreement" and together with the 1993 Series A Lease Agreement and the 1993 Series B Lease Agreement, the "1993 Lease Agreements"), between the Agency and the City. Resolution No. 2003-033 Page 1 of 4 In order to take advantage of favorable interest rates prevailing in the municipal bond market, the City wishes at this time to provide for the refinancing of the outstanding 1993 Certificates from the proceeds of Refunding Certificates of Participation 2003 Series A to be issued in the maximum principal amount of $20,000,000 (the "Refunding Certificates"). The City Council wishes at this time to authorize and approve all proceedings for the refinancing of the City's obligations with respect to the 1993 Certificates, the delivery and sale of the Refunding Certificates for that purpose, all related documents and actions, in furtherance of the public purposes of the City. Section 2. Approval of Refinancing Plan and Related Documents. T he City Council hereby approves the refinancing plan outlined above. To that end, the City Council hereby approves each of the following documents in substantially the respective forms on file with the Clerk of the Council together with any changes therein or additions thereto deemed advisable by the City Manager, the execution and delivery thereof shall be conclusive evidence of such approval: First Amended and Restated Site Lease between the City, as lessor and the Agency, as lessee, which amends and restates the Amended and Restated Site Lease relating to the 1993 Series B Certificates and the Amended and Restated Site Lease relating to the 1993 Series C Certificates in order to implement the refinancing plan. Lease Agreement between the Agency, as lessor and the City, as lessee, which amends and restates the 1993 Lease Agreement in order to implement the refinancing plan. Trust Agreement among the City, the Agency and the Trustee, under which the Trustee agrees to execute and deliver the Refunding Certificates, and which specifies the detailed terms and provisions relating to the Refunding Certificates. Purchase Agreement among the City, the Agency and Salomon Smith Barney Inc. with respect to the purchase and sale of the Refunding Certificates (the "Purchase Agreement"). The City Manager and the Director of Finance of the City, and each of them, are hereby authorized and directed for and in the name and on behalf of the City to determine the assets which are to be leased pursuant to the provisions above- referenced Lease Agreement and to execute, and the Clerk of the Council is hereby authorized and directed to attest, if necessary, to the final form of each of the foregoing documents. The schedule of lease payments attached to the Lease Agreement shall correspond to the payments of principal and interest represented by the Refunding Certificates, t o b e determined u pon t he s ale t hereof a s s et forth i n Section 3 of this Resolution. Resolution No. 2003-033 Page 2 of 4 Section 3. Sale of Refunding Certificates. The City Council hereby approves the sale of the Refunding Certificates under and in accordance with the provisions of the Purchase Contract. Section 4. Official Statement. The City Council hereby approves and deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Refunding Certificates in the form on file with the Clerk of the Council. The Designated Officers are hereby individually authorized, at the request of the purchaser of the Refunding Certificates, to execute an appropriate certificate affirming the City Council's determination that the preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement by thi~ purchaser of the Refunding Certificates is hereby approved. The Designated Officers are hereby individually authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by a Designated Officer shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the purchaser of the Refunding Certificates. The final Official Statement shall be executed in the name and on behalf of the City by a Designated Officer. Section 5. Official Actions. The Designated Officers, the Clerk of the Council and all other officers of the City are each authorized and directed in the name and on behalf of the City to take such actions, including, but not limited to, the entering into agreements with a bond insurance provider to provide bond insurance with respect to the Certificates and the selection of assets to be included under the Lease Agreement, and t o make a ny a nd a II assignments, certificates, requisitions, agreements, notices, consents, leases and other instruments of conveyance, warrants and other documents, including, but not limited to, irrevocable refunding instructions which implement the refinancing plan approved by this Resolution, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. Section 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED this 17th day of March, 2003. Mi~r~. Palliao ' ' Resolution No. 2003-033 Page 3 of 4 APPROVED AS TO FORM: AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers: Councilmembers: Councilmembers: Councilmembers: Christy, Franklin, Garcia, Pulido, Solorio (5) None (0) None (0) Alvarez, Bist (2) CERTIFICATION OF ATTESTATION AND ORIGINALITY Date: I, PATRICIA E. HEALY, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2003-033 to be the original resolution adopted by the City Council of the City of SantaAnaon March17,2003. ~~.~.~j_ / ~ _~ Clerk of Council City of Santa Ana Resolution No. 2003-033 Page 4 of 4