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HomeMy WebLinkAbout93-005 - Mass Commuting Facilities Refunding ProjectRESOLUTION NO. 93-005 City, 1993C APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A SITE LEASE, A LEASE, A TRUST AGREEMENT, AN ESCROW AGREEMENT AND A PURCHASE CONTRACT WITH RESPECT TO THE EXECUTION AND SALE OF CITY OF SANTA ANA CERTIFICATES OF PARTICIPATION (MASS COMMUTING FACILITIES REFUNDING PROJECT) SERIES 1993B, AUTHORIZING THE EXECUTION OF SUCH CERTIFICATES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $5,100,000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH, AUTHORIZING AND APPROVING EXECUTION OF NECESSARY DOCUMENTS AND RELATED ACTIONS. WHEREAS, the City of Santa Ana (the "City") is a municipal corporation duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana (the "Agency") is a redevelopment agency duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law, being Section 33000 and following of the Health and Safety Code of the State of California; and WHEREAS, the City has heretofore leased certain real property (the "Site") to the Agency pursuant to a Site Lease, dated as of June 1, 1983 (the "1983 Site Lease"); and WHEREAS, the Agency has heretofore subleased the Site to the City pursuant to a Lease Agreement, dated as of June 1, 1983 (the "1983 Lease") under the terms of which the Agency agreed to cause the acquisition and construction of certain mass commuting facilities and related improvements (the "Project"); and WHEREAS, the City, pursuant to the 1983 Lease is required to make certain base rental payments to the Agency; and WHEREAS, the Agency assigned its right to receive such base rental payments to First Interstate Bank of California (the "1983 Trustee"); and WHEREAS, the 1983 Trustee, the Agency and the City have heretofore entered into a Trust Agreement, dated as of June 1, 1983 pursuant to which the 1983 Trustee executed and delivered certificates of participation (the "1983 Certificates") -37567,1 40990~-V~A'B- 12/31/92 PAGE 2 evidencing and representing proportionate interests in such base rental payments; and WHEREAS, the city and the Agency have determined that it would be in the best interests of the City and the Agency to provide for the prepayment of the 1983 Certificates through the sale and delivery of not to exceed $5,100,000 Certificates of Participation (Mass commuting Facilities Refunding Project), Series 1993C (the "Certificates") evidencing proportionate interests in the base rental payments to be made pursuant to an Amended and Restated Lease Agreement, dated as of January 1, 1993 between the City and the Agency (which amends and restates in its entirety the 1983 Lease) (such Amended and Restated Lease Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Lease"); and WHEREAS, to accomplish the prepayment of the 1983 Certificates (i) the city and the Agency will enter into an Amended and Restated Site Lease dated as of January 1, 1993 (such Amended and Restated Site Lease, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Site Lease"), and (ii) the City will enter into an Escrow Agreement dated as of January 1, 1993, by and between the city and the 1983 Trustee (such Escrow Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Escrow Agreement"); and WHEREAS, First Interstate Bank of California, as trustee (the "Trustee") will execute and deliver the Certificates pursuant to the terms of a Trust Agreement, dated as of January 1, 1993, by and among the City, the Agency and the Trustee (such Trust Agreement in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Trust Agreement"); and WHEREAS, Prudential Securities Incorporated, as underwriter (the "Underwriter"), has submitted to the City a proposed form of Purchase Contract to purchase the Certificates (such Purchase Contract, in the form presented to this meeting, with such changes, insertions or omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract"); and WHEREAS, the City has been presented with a form of preliminary official statement (the "Preliminary official Statement") to be distributed in connection with the public offering of the Certificates; and LAI-37567.1 2 409~O~-WWBq 2131/92 RESOLUTION 93-005 Page 3 Wq{EREAS, the City has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions herein authorized; and WHEREAS, the city Council of the City (the "Council") has been presented with the form of each document referred to herein, relating to the City's proposed financing, and the Council has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana, as follows: Section 1. Ail of the recitals herein contained are true and correct and the Council so finds. Section 2. The Lease, on file with the City Clerk, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Mayor and the City Clerk or any other officers duly designated by the City Council of the City (the "officers") are hereby authorized and directed, for and in the name and on behalf of the city, to execute and deliver the Lease in substantially said form, with such changes, insertions and omissions therein as such officers and the City's legal counsel (the "City Attorney") may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the base rental payable in each fiscal year under the Lease shall not exceed the base rental which would have been payable for the corresponding fiscal year under the 1983 Lease, the term of the Lease shall not extend beyond the year 2016, except as permitted therein, and, subject to such requirements, the proceeds of the Certificates shall be sufficient to prepay the 1983 Certificate. Section 3. The Site Lease, on file with the City Clerk, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The officers are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Site Lease in substantially said form, with such changes, insertions and omissions therein as such Rt ;~onUTION 92-005 Page 4 Officers and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The Escrow Agreement, on file with the City Clerk, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Officers are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Escrow Agreement in substantially said form, with such changes, insertions and omissions therein as such officers and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The Trust Agreement, on file with the City Clerk, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The officers are hereby authorized and directed, for and in the name and on behalf of the city, to execute and deliver the Trust Agreement in substantially said form, with such changes, insertions and omissions therein as such officers and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The Purchase Contract, on file with the City Clerk, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same, is hereby approved, and the officers and the City Manager, the Assistant City Manager or the Executive Director, Finance and Management Services Agency are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase Contract in substantially such form, with such changes, insertions and omissions therein as such Officers, the City Manager or the Assistant City Manager and the city Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The execution and delivery of not to exceed $5,100,000 aggregate principal amount of the Certificates, payable in the years and in the amounts with interest components with respect thereto as specified in the Trust Agreement as finally executed, are hereby authorized and approved. Section 8. The form of Preliminary Official Statement, on file with the City Clerk, with such changes therein as may be approved by the city Manager and the city Attorney, is hereby approved and the use of the Preliminary Official Statement in connection with the offering and sale of the Certificates is hereby authorized and approved. LAI-37567.1 4 4099(}-6-WWB- 12131/92 RESOLUTION 93-005 Page 5 025 Section 9. The preparation and delivery of an Official Statement, and its use by the Underwriter in connection with the offering and sale of the Certificates, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by the Mayor or the City Manager, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor or the City Manager is hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final official Statement and any amendment or supplement thereto and thereupon to cause the final Official Statement and any such amendment or supplement to be delivered to the Underwriter. Section 10. The Officers, including the City Manager, the Assistant City Manager and the Executive Director, Finance and Management Services Agency, are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. The officers, including the city Manager, the Assistant City Manager and the Executive Director, Finance and Management Services Agency, be and they are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver any and all certificates and representations, including signature certificates, no-litigation certificates and tax certificates, necessary and desirable to accomplish the transactions set forth above. RE~OLUTION 93-005 026 Section 11. The law firm of Orrick, Herrington & Sutcliffe is appointed Special Counsel in connection with the issuance of the Certificates in accordance with its letter agreement previously submitted and on file with the City and the Underwriter is appointed Underwriter of the Certificates in accordance with its proposal previously submitted and on file with the City. Section 12. Ail actions heretofore taken by the officers and agents of the City with respect to the sale, execution and delivery of the Certificates are hereby approved, confirmed and ratified. Section 13. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 19th day of January, 1993. Danie~q~ Y~ung, MaWr / [Seal] ~~Gv_y, ~er~ the Council APPROVED AS TO FORM: Young Lutz !!ills Moreno Norton _~5~9 _ Richardson Aye Pu]ido Absent 027 CLERK'S CERTIFICATE Janice C. Gu I, / , dity Clerk of the city of Santa Ana, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the city Council of said City duly and regularly held at the regular meeting place thereof on the 19th day of January, 1993, of which meeting all of the members of said Council had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES: Lutz, Hills, NOES: None ABSENT: Pulido Horeno, Norton, Richardson, Young An agenda of said meeting was posted at least 72 hours before said meeting at 22 Civic Ctr. PlzD Santa Aha , California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: January 19, , 1993 Ja~c~ C. Guy, City 'Cl~k/ [Seal] LAI-37567.1 7 40990~=wv, rB- 12/31/92 028 CERTIFICATE OF ORIGINALITY State of California County of Orange I, JANICE C. GUY, Clerk of the Council, do hereby certify the attached Resolution to be the original resolution ad_opted by the City Council of the City of Santa Ana on Clerk of the Date City of Santa Ana