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HomeMy WebLinkAbout1998-001 SAFASANTA ANA FINANCING AUTHORITY RESOLUTION NO. q ~ - n n 1 -SAFA RESOLUTION AUTHORIZING ISSUANCE OF REVENUE BONDS, APPROVING, AND AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE AND BOND FINANCING DOCUMENTS AND AUTHORIZING AND DIRECTING ACTIONS WITH RESPECT THERETO RESOLVED, by the Board of Directors (the "Board") of the Santa Ana Financing Authority (the "Authority"), as follows: WHEREAS, the Community Redevelopment Agency of the City of Santa Ana (the "Agency") has issued its Community Redevelopment Agency of the City of Santa Ana Santa Ana Inter-City Commuter Station Redevelopment Project 1989 Series A Tax Allocation Refunding Bonds, Community Redevelopment Agency of the City of Santa Ana City of Santa Ana Redevelopment Project 1989 Series B Tax Allocation Refunding Bonds, and Community Redevelopment Agency of the City of Santa Ana Santa Ana South Harbor Boulevard/Fairview Street Redevelopment Project 1989 Series C Tax Allocation Refunding Bonds (collectively, the "Agency Bonds"), and the Agency has determined that it is in the best financial interests of the Agency to provide for the refinancing of the Agency Bonds at this time; and WHEREAS, in order to refinance the Agency Bonds on advantageous terms and conditions, the Authority proposes to issue its revenue bonds (the "Bonds") and to use the proceeds of the Bonds to purchase the Agency Bonds in lieu of the redemption of the Agency Bonds; and WHEREAS, the City of Santa Ana (the "City") has determined to assist the Agency and the Authority in connection with the issuance of the Bonds and the purchase of the Agency Bonds by entering into two lease agreements and related documents (collectively, the "City Lease Documents"), as a means to provide additional security for the repayment of the Bonds until tax increment revenues in the Agency's affected project areas increase to specified levels; and WHEREAS, the refinancing program will result in substantial interest rate savings to the Agency and reduce current City and Agency reimbursements in respect of debt service due on the Agency's City of Santa Aha Redevelopment Project 1989 Tax Allocation Refunding Bonds; and WHEREAS, the Board wishes at this time to authorize all proceedings on the part of the Authority related to the issuance of the Bonds, the execution of the City Lease Documents, and the purchase of the Agency Bonds, and to approve the execution and delivery by the Authority of all agreements and documents to which it is a party relating thereto; and WHEREAS, a Preliminary Official Statement containing information material to the offering and sale of the Bonds has been prepared and is on file with the Secretary; and WHEREAS, the other documents listed below are also on file with the Secretary, and the Board, with the assistance of City and Agency Staff and consultants, has reviewed said documents and now desires to approve them so that the refinancing program can be consummated. Reaolution No. 98-001 (SAFA) NOW, THEREFORE, it is hereby DECLARED, ORDERED and DETERMINED as follows: Section 1. Findings and Determinations. Pursuant to Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Bond Law"), the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the Agency, the City and the Authority within the contemplation of Section 6586 of the Bond Law. Section 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law, in the maximum principal amount of $95,000,000. The Bonds shall be issued pursuant to an Indenture of Trust dated as of May 1, 1998 (the "Indenture") by and between the Authority and Dai-Ichi Kangyo Bank of California, as trustee (the "Trustee") in two series, as set forth in the Indenture, with one series expected to be issued in May of 1998 and the other series to be issued in July of 1999. The Board hereby approves the Indenture in the form on file with the Secretary, together with any changes therein or additions thereto approved by the official of the Authority executing the Indenture, and the execution thereof by the Authority shall be conclusive evidence of the approval of any such changes or additions The Board hereby authorizes and directs the Chairman, the Executive Director or the Treasurer, each acting alone, to execute, and the Secretary to attest and affix the seal of the Authority to, the final form of the Indenture for and in the name of the Authority. The Board of Directors hereby authorizes the delivery and performance by the Authority of the Indenture. Section 3. Purchase of Agency Bonds. The Board hereby authorizes and approves the purchase of the Agency Bonds from the Agency by the Trustee on behalf of the Authority pursuant to and in accordance with the provisions of the Assignment Agreement - 1989 Bonds by and among the Agency, the Authority and the Trustee (the "Assignment Agreement"). The Board hereby approves the Assignment Agreement in the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the official of the Authority executing the Assignment Agreement, and the execution thereof by the Authority shall be conclusive evidence of the approval of any such changes or additions. The Board hereby authorizes and directs the Chairman, the Executive Director or the Treasurer, each acting alone, to execute, and the Secretary to attest and affix the seal of the Authority to, the final form of the Assignment Agreement for and in the name of the Authority. The Board hereby authorizes the delivery and performance by the Authority of the Assignment Agreement. Section 4. Sale of Bonds. The Board hereby approves the sale of the Bonds by negotiation with Stone & Youngberg LLC (the "Underwriter"). The Bonds shall be sold pursuant to a Purchase Agreement (the "Bond Purchase Agreement") by and between the Authority and the Underwriter in the form on file with the Secretary, together with any changes therein or additions thereto approved by the official of the Authority executing the Purchase Agreement, whose execution thereof shall be conclusive evidence of his approval of any such additions and changes. The Bond Purchase Agreement shall be executed in the name and on behalf of the Authority by the Chairman, the Executive Director or the Treasurer, each acting alone, upon submission of a proposal by the Underwriter to purchase the Bonds; provided, however, that such proposal is acceptable to such official and is consistent with the requirements of this Resolution. The amount of Underwriter's discount (without regard to any original issue discount) shall be not more than one percent (1%) of the par amount of the Bonds, and the net interest cost of the Bonds shall not exceed five and thirty one-hundredths percent (5.30%) per annum. -2- Resolution No. 98-001 SAFA Section 5. Approval of Related Documents. The below-enumerated documents be and are hereby approved, and the Chairman, the Executive Director or the Treasurer is hereby authorized and directed to execute and deliver, for and on behalf of the Authority, said documents each in the form on file with the Secretary together with such changes, insertions or deletions as may be approved by the official executing such documents upon consultation with the Authority's general counsel and Bond Counsel, the approval thereof to be conclusively evidenced by the execution and delivery by the Authority of the respective documents. The Secretary is hereby authorized and directed to attest such official's signature to such documents, where indicated by any such document. (a) Interim Site and Facility Lease, between the City, as lessor, and the Authority, as lessee; (b) Interim Lease Agreement, between the Authority, as lessor, and the City, as lessee; (c) Interim Assignment Agreement - Lease, between the Authority and the Trustee; (d) Site and Facility Lease, between the City, as lessor, and the Authority, as lessee; (e) Lease Agreement, between the Authority, as lessor, and the City, as lessee; (f) Assignment Agreement - Lease, between the Authority and the trustee for the Agency Bonds; and (g) Continuing Disclosure Certificate - Authority, by the Authority and as acknowledged by the Trustee. Section 6. Preliminary Official Statement. The Authority hereby approves the Preliminary Official Statement describing the financing in the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Chairman, the Executive Director or the Treasurer. The Authority authorizes and directs the Chairman, the Executive Director or the Treasurer, on behalf of the Authority to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934, the information relating to the Authority, the Bond Law, the documents herein approved and the Bonds in the Preliminary Official Statement prior to its distribution to prospective investors. Section 7. Final Official Statement. The Chairman, the Executive Director or the Treasurer, is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, and a statement that the information relating to the Authority, the Bond Law, the documents herein approved and the Bonds contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement ) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the Bonds, contain any untrue statement of a material fact with respect to the information relating to the Authority, the Bond Law, the documents herein approved and the Bonds or omit to state material facts with respect thereto required to be stated where necessary to make any statements made therein not misleading in the light of the circumstances under which they were made. The Chairman, the Executive Director or the Treasurer shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. RESOLUTION 98-001 SAFA The execution of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Chairman, the Executive Director or the Treasurer, shall be conclusive evidence of the approval of the Final Official Statement by the Authority. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Bonds. Section 8. Appointment of Financial Advisor. The firm of Evensen Dodge, Inc., is hereby appointed as Financial Advisor to the Authority in connection with the Bonds, and the Board hereby authorizes the Executive Director or the Treasurer to execute, and the Secretary to attest, an agreement for financial advisor services with said firm in a form acceptable to the officer of the Authority executing such agreement. Section 9. Appointment of Trustee. Dai-Ichi Kangyo Bank of California is hereby designated as Trustee for the Bonds, and the Board hereby authorizes the Executive Director or the Treasurer to execute, and the Secretary to attest, an agreement for Trustee services in a form acceptable to the Treasurer. Section 10. Appointment of Bond Counsel and Disclosure Counsel. The firm of Quint & Thimmig LLP is hereby appointed as Bond Counsel and as Disclosure Counsel in connection with the Bonds, and the Board hereby authorizes the Executive Director or the Treasurer to execute, and the Secretary to attest, an agreement for legal services with said firm in a form acceptable to Authority Counsel. Section 11. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secretary, the Authority Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the issuance and sale of the Bonds and any of the other transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this Resolution any officer of the Authority 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 shall be absent or unavailable. RESOLUTION NO. 98-001 SAFA Section 12. Effective Date. This Resolution shall take effect upon its adoption by the Board. PASSED, APPROVED AND ADOPTED this 6th day of April, 1998. Miguel A. Pulido Santa Ana Financing Authorit~ Janice C. Guy ~ ~ APPROVED/~O F~RM: By ~. C Jo seph~/~/~che r I~ Secretary of the Santa Aha Financing Authority, hereby certify that the foreg '~1, true and correct copy of a resolution duly adopted by the Board of Directors of the Authority at a meeting thereof on the 6th day of April, 1998, by the following vote of the members thereof: AYES: Councilmembers: NOES: None Espinoza, Franklin, McGui~an, Pulido Richardson ABSTAIN: None ABSENT: Councilmember: Lutz Jan l~ce/C . GuS;Cretary / ~ 19022.01:J3596 3/26/98 RESOLUTION 98-001 SAFA _ CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange I, .IANICE C. GUY, Authority Secretary, do hereby certify the attached Resolution No. ~90/..~rP-/~to be the original resolution adopted by the Santa Ana Financing Authority of the City of Santa Ana on 5/7¢ ~/?o~ F// Authority Secretary / F~ - -- ~ City of Santa Ana