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HomeMy WebLinkAbout1999-4Quint & Thimmig LLP • COUNTYWIDE PUBLIC FINANCING AUTHORITY RESOLUTION N0.99-4 09/24/99 RESOLUTION AUTHORIZING AND DIRECTING EXECUTION OF A FIRST SUPPLEMENTAL INDENTURE RELATING TO THE AUTHORITY'S COUNTYWIDE PUBLIC FINANCING AUTHORITY 1996 REVENUE BONDS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the Board of Directors (the "Board") of the Countywide Public Financing Authority (the "Authority"), as follows: WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated June 19, 1996, by and among the Cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Santa Ana, Seal Beach, Stanton and Tustin (collectively, the "Members'), and under the provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"), and is authorized pursuant to Article 4 (commencing • with section 6584) of the Act (the "Bond Law') to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to, public entities, including the Members, and to provide financing for public capital improvements of public entities, including the Members; WHEREAS, in connection with the financing by each of the Members of their proportionate share of the Orange County Countywide 800 MHz communications system and to finance other capital improvements within the geographic boundaries of the certain of the Members, the Authority has, pursuant to that certain Indenture of Trust, dated as of July 1,1996 (the "Indenture"), by and between the Authority and U.S. Trust Company of California, N.A. (the "Trustee"), issued its Countywide Public Financing Authority 1996 Revenue Bonds, in the aggregate principal amount of $27,725,000 (the "Bonds"); WHEREAS, in order to provide for the repayment of the Bonds, each Member has agreed to lease certain real property and improvements to the Authority and to lease-back such real property and improvements from the Authority pursuant to separate lease agreements, each dated as of July 1, 1996, by and between the Authority, as lessor, and such Member, as lessee, under which such Members, in the aggregate, have agreed to make certain lease payments to the Authority which have been calculated to be sufficient to enable the Authority to pay the principal of and interest and premium (if any) on the Bonds when due and payable; WHEREAS, it has been determined that certain provisions of the Indenture relating to . the Reserve Account (as defined in the Indenture) are defective; WHEREAS, the Authority deems it necessary and desirable that the Indenture be amended to correct such defects; and WHEREAS, pursuant to Section 9.01 of the Indenture, the Indenture and the rights and obligations of the Authority, of the Trustee and the owners of the Bonds may also be modified or amended from time to time and at any time by a supplemental indenture, which the Authority and the Trustee may enter into without the consent of any Bond owners, if the Trustee has been furnished an opinion of counsel that the provisions of such supplemental indenture shall not materially adversely affect the interests of the owners of the Bonds, including, without limitation, to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Indenture, or in regard to matters or questions arising under this Indenture, as the Authority may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond owners, in the opinion of bond counsel filed with the Trustee; WHEREAS, a first supplemental indenture has been filed with the Board and the members of the Board, with the aid of its staff, have reviewed said document; WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. First SuRplemental Indenture. A first supplemental indenture, amending and • supplementing the Indenture, by and between the Authority and the Trustee (under its new name, U.S. Trust Company, N.A.), substantially in the form on file with the Secretary, be and is hereby approved, and the Chairman, the Vice Chairman or the Treasurer is hereby authorized and directed to execute said document, with such changes, insertions and omissions as may be approved by such officials, and the Secretary is hereby authorized and directed to attest to such official's signature. Section 2. Additional Authorization. The Chairman, the Vice Chairman, the Treasurer, the Secretary and all other appropriate officials of the Authority are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution. Board. Section 3. Effective Date. This Resolution shall take effect upon its adoption by this -2- I, the undersigned Secretary of the Countywide Public 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 11th day of October, 1999, by the following vote of the members thereof: AYES: Member Representatives from the Cities of Brea, Fullerton, Garden Grove, Orange, Santa Ana, Seal Beach, Stanton, Tustin NOES: None ABSTAIN: None ABSENT: Member Representative from the City of Buena Park ~~ f ~f -~ ,~ ~- ;i Janice C. Guy, Secretary f • -3-