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Home My WebLink About1994-003 SAFARESOLUTION NO. 94~003-SAFA APPROVING THE FORMS OF AND AUTHORIZING THE EkECUTION AND DELIVERY BY THE AUTHORITY OF A MASTER INSTALLMENT PURCHASE AGREEMENT, A SUPPLEMENT THERETO, AN ESCROW AGREEMENT AND AN INDENTURE WITH RESPECT TO THE EXECUTION AND SALE OF SANTA ANA FINANCING AUTHORITY WATER REVENUE BONDS, SERIES 1994, AUTHORIZING THE EXECUTION OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $24,000,000, AUTHORIZING AND APPROVING EXECUTION OF NECESSARY DOCUMENTS AND RELATED ACTIONS. WHEREAS, the Santa Aha 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 purchase and the Authority has determined to sell to the City certain municipal water system facilities and the City has determined to refinance, and the A6thority has agreed to assist in the refinancing of, certain other water facilities previously purchased by the City (the "Project"), pursuant to a Master Installment Purchase Agreement, dated as of August 1, 1994 (the "Agreement") and a Supplement thereto, dated as of August 1, 1994 (the "Supplement") and an Escrow Agreement, dated as of August 1, 1994 (the "Escrow Agreement"); and WHEREAS, the City, pursuant to the Agreement and the Supplement is required to make certain installment payments to the Authority; and WHEREAS, the Authority has determined to appoint Orrick, Herrington & Sutcliffe to serve as bond counsel, Kelling, Northcross & Nobriga, Inc. to act as financial advisor and First Interstate Bank of California to act as trustee (the "Trustee"); and WHEREAS,,.the Authority has determined to enter into an Indenture, dated as of August 1, 1994 (the "Indenture") with the Trustee, pursuant to which water revenue bonds (referred to herein as the "Bonds") in an aggregate principal amount not to exceed $24,000,000 will be issued; and RESOLUTION 94-003 SAFA Page 2 " 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 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 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 Agreement in substantially said form, with such changes, insertions and omissions therein as such Officers and the Autho~ity'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 Supplement, 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 Supplement 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 form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same RESOLUTION 94-003 SAFA Page 3 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 ~. The Escrow 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 Escrow 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 execution and delivery of not to exceed $24,000,000 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 7. Orrick, Herrington & Sutcliffe is hereby appointed to serve as bond counsel, Kelling, Northcross & Nobriga, Inc. is hereby appointed to act as financial advisor and the Trustee is hereby appointed to act as trustee under the Indenture. Section 8. 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; and the execution and delivery of any and all certificates, requisitions and agreements; 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~ in each case as finally executed and delivered, this resolutioh and all related documents. RESOLUTION Page 4 94-003 SAFA Section 9. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this APPROVED AS TO FORM: Edwa r~d~-./C°~ Authority Coun~l 18th day of July , 1994. Daniel H. Young BOARD MEMBERS: Young Aye Lutz __Aye McGuigan Aye Mills Aye Moreno Aye Pulido Aye Richardson Aye SECRETARY'S CERTIFICATE Janice C. Guy I5 / , Secretary of the Santa Ana Financing Authority,. hereby certify that the foregoing is a f~ll, true and correct c~py of a resolution duly adopted at a regular me'ting of the Authority duly and regularly held at the regular meeting place thereof on the ]Rthday of 1~, 1994, of which meeting all of the members of said Authority 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: BOARD MEMBERS: NOES: None ABSENT: None Lutz, McGuigan, Mills, Moreno, Pulido, Richardson, Young An agenda of said meeting was posted at least 72 hours before said meeting at 22 Civic C~r. Plza ~dlta_A/la_, 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: ~ ~--! , 1994 Secret~ry, ~ce C. Guy LA1-77592 . 2 5 5 -5-WWB-07/08/94