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<br />JWF 02/01/05 <br /> <br />RESOLUTION NO. SA FA 2005-001 <br /> <br />RESOLUTION APPROVING, AUTHORIZING AND DIRECTING <br />PREPARATION AND EXECUTION OF CERTAIN LEASE FINANCING <br />DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN <br />ACTIONS WITH RESPECT THERETO <br /> <br />BE IT RESOLVED BY THE SANTA ANA FINANCING AUTHORITY AS <br />FOLLOWS: <br /> <br />Section 1. The Board of Directors (the "Board") of the Santa Ana Financing Authority <br />finds, determines and declares as follows: <br /> <br />A. The City of Santa Ana (the "City") proposes to finance the costs of the <br />construction of a parking structure on City-owned property located in th Santa <br />Ana Civic Center adjacent to City Hall and the proposed State Appellate <br />Court Building in Santa Ana, California (the "Improvements"); <br /> <br />B. The City has determined to finance the Improvements by entering into a site <br />lease (the "Site Lease") and a lease agreement (the "Lease Agreement") with <br />the Authority; <br /> <br />C. The Authority intends to assign its rights under the Site Lease and the Lease <br />Agreement to one or more purchasers to be identified by SunTrust Leasing <br />Corporation, as placement agent (the "Assignee"); and <br /> <br />D. The documents below specified shall be filed with the Authority and the <br />members of the Board, with the aid of its staff, shall review said documents; <br /> <br />Section 2. The below-enumerated documents, substantially in the forms on file <br />with the Secretary, be and are hereby approved, and the Executive Director is hereby <br />authorized and directed to execute said documents, with such changes, insertions and <br />omissions as may be approved by such official, and the Secretary is hereby authorized <br />and directed to attest to such official's signature: <br /> <br />A. The Site Lease, by and between the City, as lessor, and the Authority, as <br />lessee, pursuant to which the City will lease certain real property (the "Site") <br />to the Authority; <br /> <br />B. The Lease Agreement, by and between the Authority, as lessor, and the City, <br />as lessee, pursuant to which the Authority will lease the Site and the <br />Improvements back to the City; and <br /> <br />C. An assignment agreement, by and between the Authority and the Assignee, <br />pursuant to which the Authority will assign certain of its rights under the <br /> <br />Resolution No. SAFA 2005-001 <br />Page 1 of3 <br />