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HomeMy WebLinkAbout1994-001 SAFARESOLUTION NO. 94- 001-SAFA APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A GROUND LEASE, A LEASE, AN INDENTURE, AN ASSIGNMENT AGREEMENT AND A PURCHASE CONTRACT WITH RESPECT TO THE EXECUTION AND SALE OF SANTA ANA FINANCING AUTHORITY POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE BONDS, SERIES 1994A, AUTHORIZING THE EXECUTION OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $110,000,000, AUTHORIZING THE DISTRIBUTION OF AM OFFICIAL STATEMENT IN CONNECTION THEREWITH, AUTHORIZING AND APPROVING EXECUTION OF NECESSARY DOCUMENTS AMD RELATED ACTIONS. WHEREAS, the Santa Ana Financing Authority (the "Authority") is a joint powers authority duly created, established and authorized to transact business and exercise its powers, all under and pursuant to Articles 1, 2 and 4 of Chapter 5 of Title 1 of the Government Code of the State of California (the "Law"); and 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 City has determined to lease certain real property (the "Parcels") to the Authority pursuant to a Ground Lease, dated as of March 1, 1994 (the "Ground Lease"); and WHEREAS, the Authority has determined to sublease the Parcels and certain improvements thereon and to be constructed thereon, to the City pursuant to a Lease, dated as of March 1, 1994 (the "Lease") under the terms of which the City, as agent of the Authority, agrees to cause the acquisition and construction of certain police facilities and related improvements (the "Project"); and WHEREAS, the City, pursuant to the Lease, is required to make certain base rental payments to the Authority; and WHEREAS, the Authority and the City have determined to enter into an Indenture, dated as of March 1, 1994 (the "Indenture") with Meridian Trust Company of California (the "Trustee") pursuant to which lease revenue bonds (referred to herein as the "Bonds") in an aggregate principal amount not to exceed $110,000,000 will be issued; and WHEREAS, the Authority will transfer its rights, title and interest in and to the Lease and the Ground Lease (other than RESOLUTION 94-00 1 SAFA Page 2 its rights to indemnification and payment for its costs and expenses) to the Trustee for the benefit of the Owners of the Bonds, pursuant to an Assignment Agreement, dated as of March 1, 1994 (the "Assignment Agreement") between the Authority and the Trustee; and WHEREAS, Smith Barney Shearson Inc., as representative of the underwriters described therein (the "Underwriter"), has submitted to the Authority a proposed form of Purchase Contract to purchase the Bonds (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 Authority 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 Bonds; and WHEREAS, there has been submitted to the Authority information and materials (including certain form documents) regarding various financing options available to the Authority regarding the Bonds, including AIRS (referred to as "Derivative Products"); WHEREAS, the Authority 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 members of the Authority (the "Board") has been presented with the form of each document referred to herein, relating to the Authority's proposed financing, and the Board 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 Authority 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 Santa Ana Financing Authority, as follows: Section 1. Ail of the recitals herein contained are true and correct and the Board so finds. Section 2. The Lease, on file with the Secretary, in substantially the form submitted to this meeting and made a part " RESOLUTION 94-001 SAFA Page 3 hereof as though set forth in full herein, be and the same is hereby approved. The Chairman, the Secretary or the Executive Director of the Authority and the City Manager or the Assistant city Manager of the City or any other officers duly designated by the Board (the "officers") are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease in substantially said form, with such changes, insertions and omissions therein as such Officers and the Authority's legal counsel (the "Authority Counsel") may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. The Ground Lease, on file with the Secretary, 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 Authority, to execute and deliver the Ground Lease in substantially said form, with such changes, insertions and omissions therein as such Officers and the Authority Counsel may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The Indenture, on file with the Secretary, in substantially the for~ 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 Authority, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as such Officers and the Authority Counsel may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The Assignment Agreement, on file with the Secretary, 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 Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes, insertions and omissions therein as such officers and the Authority Counsel 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 Secretary, 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 are hereby authorized and directed individually, for and in the name and on behalf of the Authority, to execute and deliver the Purchase Contract in substantially such form, with such changes, insertions and omissions therein as such officer executing the same and the Authority Counsel may require or approve, such RESOLUTION 94-00 lSAFA Page 4 approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that such authority to execute the Purchase Contract is conditioned upon a net interest rate on the Bonds of not to exceed 6.75% per annum and an Underwriter's discount (exclusive of original issue discount) of not to exceed 1.00% of the principal amount of the Bonds. Section 7. The execution and delivery of not to exceed $110,000,000 aggregate principal amount of the Bonds, payable in the years and in the amounts with interest rates with respect thereto as specified in the Indenture as finally executed, are hereby authorized and approved and the Chairman of the Authority is hereby authorized and directed to execute and the Secretary is hereby authorized and directed to countersign each of the Bonds on behalf of the Authority. Section 8. The form of Preliminary Official Statement, on file with the Secretary, with such changes therein as may be approved by the Executive Director and the Authority Counsel, 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. An Officer is authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver a certificate deeming the Preliminary official Statement final as of its date, except for certain final pricing and related information, for purposes of Securities Exchange Commission Rule 15c2-12. 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 Executive Director or the City Manager, such approval to be conclusively evidenced by the execution and delivery thereof. The Executive Director or the City Manager is hereby authorized and directed, for and in the name of and on behalf of the Authority, 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. Ail actions heretofore taken by the Officers, agents and employees of the Authority with respect to the sale, execution and delivery of the Bonds are hereby approved, confirmed and ratified, and the Officers and Authority Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name of and on behalf of the Authority, to do any and all things and take any and all actions, including (without limitation) the securing of a policy of municipal bond insurance and/or reserve fund surety for the Bonds; the execution and delivery of any and all certificates, requisitions and agreements; the conformation of LA. 1-63375.1 4 40990-9-WWB-02/03/94 RESOLUTION 94-001 SAFA Page 5 any and all documents to the requirements of the Purchase Contract, to the requirements of the municipal bond insurer or insurers, if any, and to the description of the Bonds set forth in the official Statement; the execution and delivery of an auction agent agreement, market agent agreement, broker/dealer agreement or other documents required in connection with any AIRS, all such documents to follow the standard forms thereof with such changes therein as any of the Officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, and such other doouments including but not limited to those described in the Purchase Contract as finally executed and delivered, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with the Indenture, the Purchase Contract, the official Statement, the Derivative Product documents, in each case as finally executed and delivered, this resolution and all related documents. The Authority hereby determines that the Derivative Products and related documents are each designed to reduce the amount or duration of payment, rate, spread, or similar risk and result in a lower cost of borrowing when used in combination with the issuance of the Bonds. Section 11. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this ~nd day of February 1994. j ' ~ ~Ci~ of Santa Ana APPROVED AS TO FORM: BOARD MEHBERS: Young Aye Lutz Aye McGuigan Aye Mills Aye Moreno Aye Pulido Aye Richardson Absent RESOLUTION 94-001 SAFA Page 6 SECRETARY'S CERTIFICATE Janice C. Guy I, / , Secretary of the Santa Ana Financing Authority, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Authority duly and regularly held at the regular meeting place thereof on the 22nd day of Februa_~y, 1994, of which meeting all of the members of said Authorlt~ 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, McGuigan, NOES: None ABSENT: Richardson Mills, Moreno, Pulido, Young An agenda of said meeting was posted at least 72 hours before said meeting at 22 ~ivi~ cfr ~]z~, Santa Ana, 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. Jan~