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HomeMy WebLinkAbout85-15929033-16 JHHW:CFA ;12/15 /1985 F5882 RESOLUTION NO. 85-159 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE AND SALE OF $40,000,000 PRINCIPAL AMOUNT OF VARIABLE/FIXED RATE DEMAND REVENUE BONDS, SERIES 1985 (WESTDOME SPORTS ARENA), APPROVING INDENTURE OF TRUST PURSUANT TO WHICH SAID BONDS ARE TO ISSUED, ASSIGNING PRIVATE ACTIVITY BOND ALLOCATION THERETO, APPRDVING OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTION WHEREAS, the City of Santa Aha (the "City") is currently undertaking ~roceedlngs to determine the feasibility of developing certain public sports arena facilities in the City (the "Project") and to designate a participating party to act as developer of the Project; and WHEREAS, the City Council has heretofore enacted Chapter 28 of the Santa Aha Municipal Code (the "Law") authorizing the 4ssuance of revenue bonds by the City for the purpose of assisting the financing of authorized projects, and the City Council wishes at this time to preserve its ability to assist in the financing of the construction of the Project by a participating party by issuing its Variable/Fixed Rate Demand Revenue Bonds, Series 1985 (Westdome Sports Arena) in the aggregate principal amount .of $40,000,000 (the 'Bonds") pursuant to the Law; and WHEREAS, the proceeds of the Bonds will be expended for the construction of the Project only in the event that the City Council hereafter determines to approve the Project and hereafter designates a participating party pursuant to all applicable requirements of law; and WHEREAS, the Bonds are to be issued under and pursuant to an Indenture of Trust dated as of December 1, 19BS, (the "Indenture") by and between the City and Dai-Ichi Kangyo Bank of California, as trustee (the "Trustee"), and are to be secured by an irrevocable direct-pay letter of credit to be issued by The Mitsubishi Bank, Ltd., Los Angeles Agency; and WHEREAS, the Indenture provides that the Bonds are to be subject to optional and mandatory tender by the owners thereof under certain circumstances, and E.F. Hutton & Company, Inc. has proposed to act as remarketing agent in connection with such tenders, pursuant to a Remarketing Agreement dated as of December 1, 1985, (the "Remarketing Agreement") by and between the City and said Remarketing Agent; and WHEREAS, the City has duly called and conducted a public hearing on the financing as required by Section 103(k) of the Internal Revenue Code of lg$4, as amended, at which hearing all interested persons were given an opportunity to be heard; and -1- WHEREAS, E.F. Hutton & Co., Inc. as underwriter {the "Underwriter") has proposed to submit an offer to purchase the Bonds pursuant to that certain Purchase Agreement between the City and the Underwriter in substantially the form-on file with the City Clerk, (the ~Purchase Agreement"), and has heretofore caused to be prepared a preliminary Official Statement describing the Bonds$ and WHEREAS, the City Council approves said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section I. Issuance of Bonds; Indenture. The City Council hereby finds and determines that the Project as presently contemplated will promote the long-term employment of residents of the City and constitutes a municipal affair of the City, and that the issuance of the Bonds is ~uthor(zed under the Law for the purposes therein specified. The City Council hereby authorizes the issuance of the Bonds pursuant to and in accordance with the terms and provisions of the Law and the Indenture, all of which terms and provisions are incorporated herein by reference. The City Council hereby authorizes the delivery and performance of the Indenture, in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Manager. The Mayor and the City Clerk are hereby authorized and directed to execute, attest and affix the seal of the City to the Indenture for and in the name and on behalf of the City. Section 2. Remarketing Agreement. The City Council hereby approves and a~ the delivery and performance of the Remarketing Agreement, .in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Manager. The Mayor and the City Clerk are hereby authorized and directed to execute, attest and affix the seal of the City to the Remarketing Agreement for and in the name and on behalf of the City. Section 3. Sale of Bonds. The City hereby authorizes the sale of the Bonds to the Underwriter. The Bonds shall be sold pursuant to the Purchase Agreement, in substantially the form on file with the City Clerk, which agreement is hereby approved together with any additions thereto or changes therein deemed necessary or advisable by the City Manager. The City Manager is hereby authorized and directed to execute the Purchase Agreement upon presentation of an offer by the Underwriter to purchase the Bonds which is acceptable to the City Manager; provided, however, that the purchase price shall be not less than two percent (2%) of the par amount thereof. The City Manager is hereby delegated the authority to approve the terms of any offer by the Underwriter to purchase the Bonds, provided that such offer is in form and substance acceptable to the City Manager and is within the limitations set forth in this Section 3. Section 4. Assignment of Private Activity Bond Allocation. The City Council hereby hereby designates and assigns to the Bonds a portion of its Private Activity Bond Limit, as such term is defined in that certain Proclamation of the Governor of the State, dated August 30, 19B5, in an -2- I I amount equal to the aggregate principal amount of the Bonds. The City Council hereby represents and warrants that such allocation is not made in consideration of any bribe, gift, gratuity or direct or indirect campaign contribution. " Section 5. Official Statement. The City Council hereby approves the preliminary ~Tficial Statement describing the Bonds, in substantially the form submitted by the Underwriter and on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the City Manager. Oistribution of the preliminary Official Statement by the Underwriter is hereby ratified and approved. The City hereby authorizes the distribution of the final Official Statement by the Underwriter. The City Manager is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement deemed advisable by the City Manager, and at the request of the Underwriter to execute said final Official Statement for and in the name and on behalfof the City. . · Section 6. Official Action. All actions heretofore taken by the ~fficers and agents of the City with respect to the authorization, issuance and sale of the Bonds are hereby approved, confirmed and ratified. The City Manager, the Mayor, the City Clerk, the Finance Director, the Community Development Director and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful authorization, issuance and sale of the Bonds pursuant to the Indenture. Section 7. Effective Date. This resolution shall take effect from and after i~-s passage and adoption by the City Council. APPROVED AND ADOPTED this 16th day of December, 1985, by the following called vote: AYES= Acosta, Griset, Hart, Johnson, Luxembour§er, McGui§an, Youn~ NOES: None ~ ABSENT:None ~ By Mayor Attest: City Cleric/ ~ -3- ,~~Form EDW~,p__J,J?~PER City Attorney