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HomeMy WebLinkAbout1998-003 SAFA SANTA ANA FINANCING AUTHORITY RESOLUTION NO. 98-003 RESOLUTION AUTHORIZING ISSUANCE OF REVENUE BONDS, APPROVING, AND AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN 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 City of Santa Ana Redevelopment Project 1989 Tax Allocation Refunding Bonds (MainPlace Project) (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 refinancing program will result in substantial interest rate savings to the Agency; 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 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 tile with the Secretary, and the Board, with the assistance of Agency Staff and consultants, has reviewed said documents and now desires to approve them so that the refinancing program can be consummated. 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 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 $24,000,000. The Bonds shall be issued pursuant to an Indenture of Trust dated as of September 1, 1998 (the "Indenture") by arid between the Authority and Dai-Ichi Kangyo Bank of California, as trustee (the "Trustee"). 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 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 and seventy one-hundredths percent (1.70%) of the par amount of the Bonds, and the net interest cost of the Bonds shall not exceed six and one-half percent (6.50%) per annum. Section 5. Approval of Related Documents. The Continuing Disclosure Certificate by the Authority and as acknowledged by the Trustee, 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 document in the form on file with the Secretary together with such changes, insertions or deletions as may be approved by the official executing such document 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 Continuing Disclosure Certificate. The Secretary is hereby authorized and directed to attest such official's signature to such document. 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. 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. The firm of Quint & Thimmig LLP is hereby appointed as Bond 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. Section 12. Effective Date. This Resolution shall take effect upon its adoption by the Board. PASSED, APPROVED AND ADOPTED this 17th day of August, 1998. Santa An~aCFihnaianr~ian~ Authority APPROVED AS TO FORM: /~t ~ounsel to, the Authority I, the undersigned Secretary of the Santa Ana Financing Authority, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by the Board of Directors of the Authority at a meeting thereof on the 17th day of August, 1998, by the following vote of the members thereof: AYES: Franklin, Lutz, McGuigan NOES: None ABSTAIN: Pulido ABSENT: Espinoza, Moreno, 19022,02:J3909 8/5/98 Richardson By //-/