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HomeMy WebLinkAboutPart 1 ONE WORLD TRADE CENTER BROWN & WOOD 815 CONNECTICUT AVENUE. N.W. NEW YORK. N.Y. 1 0048-05 5 7 TELEPHONE: 212-839-5300 WASHINGTON. D.C. 20006-4004 FACSIMILE. 212-839-5599 10900 WI LSHIRE BOULEVARD TELEPHONE: 202-973-0600 FACSIMILE: 202-223-0485 Los ANGELES, CALIFORNIA 90024-3959 555 CALIFORNIA STREET SAN FRAN CISC O. CA. 94104-17I5 172 WEST STATE STREET TELEPHONE: 310-443-0200 TRENTON. N.J. 08608-1,04 TELEPHONE: 415-772-1200 FACSIMILE: 310-208-5740 TELEPHONE: 609-393-0303 FACSIMILE: 415-397-4621 FACSIMILE: 609-393-1990 SHIROYAMA JT MORI BUILDING. I5TH FLOOR 3-1, TORANOMON 4-CHOME, MINATO-KU BLACKWELL HOUSE TOKYO ION. JAPAN GUILDHALL YARD TELEPHONE: 03-5472-5360 LONDON EC2V SAB FACSIMILE: 03-5472-5056 TELEPHONE: 071-606-1688 FACSIMILE: 07 1-796-1 807 PRELIMINARY BLUE SKY SURVEY $105, 000, 000 (Approximate) SANTA ANA FINANCING AUTHORITY Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A February 25, 1994 SMITH BARNEY SHEARSON INC. PRUDENTIAL SECURITIES INCORPORATED RAUSCHER PIERCE REFSNES INC. c/o Smith Barney Shearson Inc . 333 South Grand Street, 51st Floor Los Angeles, California 90071 Ladies and Gentlemen: In connection with the proposed offering of approxipately $105, 000, 000 aggregate principal amount of Police Administration and Holding Facility Lease Revenue Bonds, Series_ 1994A (the "Bonds") , of the Santa Ana Financing Authority (the "Authority") , we submit herewith our survey which indicates the jurisdictions in which the Bonds may be sold by you as the Underwriters and by any other dealers or brokers in compliance with the "blue sky" or securities laws of such jurisdictions. We have prepared this survey as attorneys admitted to practice in California and have not obtained opinions of local counsel in other jurisdictions . Our survey is based upon an examination of the statutes-anal:_ regulations, if any, of the various jurisdictions as reported in standard compilations, upon interpretive advice obtained from representatives of certain securities commissions and upon the information contained in the current form of the preliminary official statement relating to the Bonds furnished by the Authority. Our survey is based further upon the fact that the Authority is a joint powers agency organized under the laws of the State of California. Our survey is also based upon advice from Municipal Bond Investors Assurance Corporation, which has unconditionally guaranteed payment of principal and interest on the Bonds, as to the jurisdictions in which that insurer is authorized to do business . Our survey is subject to the broad discretionary powers of securities commissioners or other authorized officials to withdraw or deny the exempt status accorded by statute to particular classes of securities, to require additional information and to issue stop orders or to revoke or to suspend permits where they have been granted. Our survey does not purport to cover the requirements or restrictions, if any, with respect to advertising matter. In those jurisdictions where persons registered or licensed as dealers or brokers may sell the Bonds, it is assumed that such persons have complied with applicable statutes and regulations concerning dealers or brokers and concerning the registration or licensing of salesmen. Any statement in our survey with respect to sales to banks, savings institutions, trust companies, insurance companies or the like refers only to the requirements of the securities laws relating to such sales and does not purport to cover the question of whether the Bonds will be legal for investment by such institutions. Very truly yours, BROWN & WOOD 2 $105, 000, 000 (Approximate) SANTA ANA FINANCING AUTHORITY Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A PRELIMINARY BLUE SKY SURVEY PART I SALES TO THE PUBLIC A. Our survey indicates that the Bonds may be sold to the public in the following jurisdictions without registration or other filings relating thereto by reason of available exemptions or otherwise, subject to the specific requirement that the sellers must be registered or licensed as dealers or brokers therein: Alabama Kansas Oklahoma Alaska Kentucky Oregon Arizona Louisiana Pennsylvania Arkansas Maine Puerto Rico California Maryland Rhode Island Colorado Massachusetts South Carolina Connecticut Michigan South Dakota Delaware Mississippi Tennessee District of Missouri Texas Columbia Montana Utah Florida Nebraska Vermont Georgia Nevada Virginia Hawaii New Jersey Washington Idaho New Mexico West Virginia Illinois North Carolina Wisconsin Indiana North Dakota Wyoming Iowa Ohio 1 B . Our survey indicates that in New York certain action must be taken to establish an exempt status for the Bonds for sale to the public by dealers or brokers registered or licensed therein. Such action is being taken and, before any of the Bonds are sold in this jurisdiction, inquiry should be made of Smith Barney Shearson Inc . as to whether the action required to be taken has been completed. C. No action is being taken to qualify the Bonds for sale to the public in the following jurisdictions : Minnesota New Hampshire PART II EXEMPT TRANSACTIONS Our survey indicates that the Bonds may be sold in the following jurisdictions to the institutions or persons noted below without registration or other filings therein relating to the Bonds and without the sellers thereof being required to be registered or licensed as dealers or brokers therein, except as otherwise indicated: Alabama To any bank, savings institution, credit union, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Alaska To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Alaska and effects transactions in Alaska exclusively with or through such persons or institutions. Arizona To any bank, savings institution, insurance company, dealer, any agency or instrumentality 2 of the United States or of a state, or to any person a principal part of whose business consists of buying securities . Arkansas To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Arkansas and effects transactions in Arkansas exclusively with or through such persons or institutions. California To any broker-dealer, bank, savings and loan association, trust company, insurance company, investment company registered under the Investment Company Act of 1940, pension or profit-sharing trust (other than an individual retirement account) ; any organization described in section 501 (c) (3) of the Internal Revenue Code, as amended December 29, 1981, which has total assets (including endowment, annuity and life income funds) of not less than $5, 000, 000 according to its most recent audited financial statement; any corporation which has a net worth on a consolidated basis according to its most recent audited financial statement of not less than $14, 000, 000; any wholly-owned subsidiary of any of the foregoing institutional investors; or to the federal government, any agency or instrumentality of the federal government, any corporation wholly owned by the federal government, any state, any city, city and county, or county, or any agency or instrumentality of a state, city, city and county, or county, or any state university or state college, and any retirement system for the benefit of employees of any of the foregoing; provided that the person making the sale, if not registered, is registered as a broker or dealer under the Securities Exchange Act of 1934, has not previously had any certificate denied or revoked under the California Corporate Securities Law of 1968 or any predecessor statute, has no place of business in California and does not direct offers to sell or buy into California in any 3 manner to persons or institutions other than the foregoing. Colorado To any depository institution, insurance company, separate account of an insurance company, investment company or business development company as defined in the Investment Company Act of 1940, private business development company as defined in the Investment Advisers Act of 1940, employee pension, profit-sharing or benefit plan (if the plan has total assets in excess of $5, 000, 000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, a depository institution or an insurance company) , any entity, other than an individual, a substantial part of whose business activities consists of investing, purchasing, selling or trading in securities of more than one issuer and not of its own issue and that has total assets in excess of $5, 000, 000 at the end of its latest fiscal year, small business investment company licensed by the Small Business Administration, or other institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934, has no place of business in Colorado and effects transactions in Colorado exclusively with or through such persons or institutions. Connecticut To any state bank and trust company, national banking association, savings bank, savings and loan association, federal savings and loan association, credit union, federal credit union, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Connecticut and effects transactions in Connecticut 4 exclusively with or through such persons or institutions . Delaware To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Delaware and effects transactions in Delaware exclusively with or through such persons or institutions. District of Columbia To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in the District of Columbia and effects transactions in the District of Columbia exclusively with or through such persons or institutions. Florida To any bank or trust company, whether acting in its individual or fiduciary capacity, savings institution, insurance company, dealer, regulated investment company, or to any pension or profit-sharing plan having assets of not less than $500, 000 . Georgia To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of'1940, real estate investment trust, small business investment corporation, pension or profit-sharing plan or trust, or other financial institution, or to any dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Hawaii To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any dealer, whether the purchaser is 5 acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Hawaii and effects transactions in Hawaii exclusively with or through such persons or institutions. Idaho To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Idaho and effects transactions in Idaho exclusively with or through such persons or institutions. Illinois To any corporation, bank, savings bank, savings institution, trust company, insurance company, building and loan association, dealer, pension fund or pension trust, employees' profit sharing trust, other financial institution or institutional investor, any government or political subdivision or instrumentality thereof, whether the purchaser is acting for itself or in some fiduciary capacity, or to any partnership or other association engaged as a substantial part of its business or operations in purchasing or holding securities, or to any trust in respect of which a bank or trust company is trustee or co-trustee or to any entity in which at least 90% of the equity is owned by persons described above or "accredited investors, " or to any employee benefit plan as defined. Indiana To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Indiana and effects transactions in Indiana exclusively with such persons or institutions . Iowa To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other 6 financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Iowa and effects transactions in Iowa exclusively with or through such persons or institutions. Kansas To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust; or other financial institution or institutional buyer, or to any broker-dealer or underwriter. Kentucky To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Louisiana To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, real estate investment trust, small business investment corporation, pension or profit-sharing plan or trust, other financial institution, or to any dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Maine To any depository institution or depository institution holding company; insurance company; separate account of an insurance company; investment company or business development company as defined i4 the Investment Company Act of 1940; any entity, other than a natural person, a substantial part of whose business consists of investing, purchasing, selling or trading in securities of more than one issuer and not of its own issue and that has gross assets in excess of $1, 000, 000 at the end of its latest fiscal year; any employee pension and profit-sharing or benefit plan meeting certain conditions; small business investment company licensed by the Small Business Administration; or any entity organized and operated not for profit as described in section 501 (c) (3) of the Internal Revenue Code with total assets in 7 excess of $5, 000, 000; whether the purchaser is acting for itself or others in a fiduciary capacity; or to any broker-dealer; provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934 and effects transactions in Maine exclusively with or through such persons or institutions. Maryland To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Maryland and effects transactions in Maryland exclusively with or through such persons or institutions . Massachusetts To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940., pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Massachusetts and effects transactions in Massachusetts exclusively with or through such persons or institutions. Michigan To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust the assets of which are managed by an institutional manager, the state treasurer, other financial institution, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Michigan and effects transactions in Michigan exclusively with or through such persons or institutions . Minnesota To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other 8 financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not registered, has no place of business in Minnesota and effects transactions in Minnesota exclusively with or through such persons or institutions. Mississippi To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not registered, has no place of business in Mississippi and effects transactions in Mississippi exclusively with or through such persons or institutions. Missouri To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Missouri and effects transactions in Missouri exclusively with or through such persons or institutions. Montana To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other ' financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Nebraska To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity. 9 Nevada To any depository institution, insurance company, separate account of an insurance company, investment company as defined in the Investment Company Act of 1940, employee pension, profit-sharing or benefit plan (if the plan has total assets in excess of $5, 000, 000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, a depository institution or an insurance company) , and any other institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity, or to any broker-dealer, provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934, has no place of business in Nevada and effects transactions in Nevada exclusively with or through such persons or institutions. New Hampshire To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not registered, has no place of business in New Hampshire and effects transactions in New Hampshire exclusively with or through such persons or institutions. New Jersey To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, effects transactions in New Jersey exclusively with or through such persons or institutions. New Mexico To any depository institution, insurance company, separate account of an insurance company, investment company or business 10 development company as defined in the Investment Company Act of 1940, employee pension, profit-sharing or benefit plan meeting certain conditions, small business investment company licensed by the Small Business Administration, any other financial or institutional investor as the Director of the Securities Division by rule or order designates including, but not limited to, any entity, other than a natural person, which is directly engaged in the business of, and derives at least 80% of its annual gross income from, investing, purchasing, selling or trading in securities of more than one issuer and not of its own issue, and that has gross assets in excess of $5, 000, 000 at the end of its latest fiscal year, any entity organized and operated not for private profit as described in section 501 (c) (3) of the Internal Revenue Code with total assets in excess of $5, 000, 000, any state, political subdivision of a state or any agency or corporate or other instrumentality of a state or a political subdivision of a state, whether the purchaser is acting for itself or others in a fiduciary capacity, or to any broker-dealer, provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934, has no place of business in New Mexico and effects transactions in New Mexico exclusively with or through such persons or institutions . North Carolina. To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in North Carolina and effects transactions in North Carolina exclusively with or through such persons or institutions. A person registered as a dealer in North Carolina may sell to any corporation which has a net worth in excess of $1, 000, 000 as determined by generally accepted accounting principles in addition to the foregoing persons and institutions. North Dakota. . . To any bank, savings institution, trust company, insurance company, investment company as 11 defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any dealer. Ohio To any dealer. A person licensed as a dealer in Ohio may sell to any corporation, bank, trust company, building and loan association, savings association, insurance company, pension fund or trust, employees' profit-sharing fund or trust, any association engaged, as a substantial part of its business or operations, in purchasing or holding securities, or to any trust in respect of which a bank, trust company, building and loan association or savings association is trustee or co-trustee, or to any dealer. Oklahoma To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Oklahoma and effects transactions in Oklahoma exclusively with or through such persons or institutions. Oregon To any bank, savings institution, trust company, insurance company, investment company, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, mortgage broker or mortgage banker, whether the purchaser is acting for itself or in a fiduciary capacity when the purchaser has discretionary authority to make investment decisions . Pennsylvania To any bank, insurance company, pension or profit-sharing plan or trust, investment company as defined in the Investment Company Act of 1940, other financial institution or any person, other than an individual, which controls any of the foregoing, the federal government, the state or any agency or political subdivision thereof, or any other person so designated by regulation of the Pennsylvania Securities Commission, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, 12 provided that the person making the sale, if not registered, has no place of business in Pennsylvania and effects transactions in Pennsylvania exclusively with or through such persons or institutions. Puerto Rico. . . . To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Companies Act of Puerto Rico, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Puerto Rico and effects transactions in Puerto Rico exclusively with or through such persons or institutions. Rhode Island. . . To any depository institution, insurance company, separate account of an insurance company or investment company as defined in the Investment Company Act of 1940, employee pension, profit-sharing or benefit plan (if the plan has total assets in excess of $5, 000, 000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, a depository institution or an insurance company) , or other institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934, has no place of business in Rhode Island and effects transactions in Rhode Island exclusively with or through such persons or institutions . South Carolina. To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in South 13 Carolina and effects transactions in South Carolina exclusively with or through such persons or institutions . South Dakota To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not registered, has no place of business in South Dakota and effects transactions in South Dakota exclusively with or through such persons or institutions. Tennessee To any bank, trust company, insurance company, investment company registered under the Investment Company Act of 1940, any holding company which controls any of the foregoing, any trust or fund over which any of the foregoing has or shares investment discretion, or any other person (other than a broker-dealer) engaged as a substantial part of its business in investing in securities, in each case having a net worth in excess of $1, 000, 000, or to any broker-dealer, provided that the person making the sale, if not registered, is registered as a broker or dealer with the Securities and Exchange Commission or is a member of the National Association of Securities Dealers, Inc. , has no place of business in Tennessee and effects transactions in Tennessee exclusively with or through such persons or institutions. Texas To any bank, trust company, building and loan association, insurance company, surety or guaranty company, savings institution, investment company as defined in the Investment Company Act of 1940, small business investment company as defined in the Small Business Investment Act of 195B, or to any registered dealer actually engaged in buying and selling securities . Utah To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser 14 is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Utah and effects transactions in Utah exclusively with or through such persons or institutions . Vermont To any registered or exempt broker-dealer in Vermont which is registered under the Securities Exchange Act of 1934, provided that the person making the sale, if not registered in Vermont, has no place of business therein and effects transactions in Vermont exclusively with such persons. A person registered as a broker-dealer in Vermont may sell to any depository institution, insurance company, separate account of an insurance company, investment company as defined in the Investment Company Act of 1940, any employee pension, profit-sharing or benefit plan meeting certain conditions, or other financial institution or institutional buyer which qualifies as an "accredited investor" under Regulation D of the Securities and Exchange Commission or to any other institutional buyer as the Commissioner of Banking and Insurance may add by rule or order, whether the purchaser is acting for itself or in a fiduciary capacity. Virginia To any corporation, investment company or pension or profit-sharing trust or to any broker-dealer. Washington To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity. West Virginia To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in West Virginia and effects transactions in West 15 Virginia exclusively with or through such persons or institutions . Wisconsin To any bank, savings institution, credit union, trust company, insurer, broker-dealer, investment adviser or savings and loan association, if the purchaser or the prospective purchaser is acting for itself or as trustee with investment control, or to an investment company as defined under 15 USC 80a-3, or a pension or profit-sharing trust, or to the state or any of its agencies or political subdivisions, or to the federal government or any of its agencies or instrumentalities, or to any financial institution or institutional investor designated by rule or order of the Commissioner, including any endowment or trust fund of a charitable organization specified in section 170 (b) (1) (A) of the Internal Revenue Code, any issuer which has any class of securities registered under section 12 of the Securities Exchange Act of 1934 (and any wholly-owned subsidiary thereof) , any small business investment company licensed under the Small Business Investment Act of 1958 and any corporation, partnership or association that has been in existence for five years or whose net assets exceed $250, 000 and either whose principal purpose as stated in its articles, by-laws or other organizational instruments is investing in securities or whose primary business is investing in developmental stage companies or eligible small business companies as defined in the regulations of the Small Business Administration at 13 CFR 108 .2, provided that the person making the sale, if not registered, effects transactions in Wisconsin exclusively for the account of, or exclusively in offers to sell or sales to, such persons or institutions . Wyoming To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Wyoming and effects transactions in Wyoming 16 exclusively with or through such persons or institutions. 17 ONE WORLD TRADE CENTER BROWN & WOOD BIB CONNECTICUT AVENUE, N.W, WASHINGTON, D.C. E0000.4004 NEW YORK, N.Y. 10045-0887 TELEPHONE: 9.6300 TELEPHONE: 11O8•9)i•D800 FACSIMILE: 2 12-839-6699 555 CALIFORNIA STREET FACBI MILL: 802-283-0486 SAN FRANCISCO, CA. 94104-1715 in WEST STArL STREET 10900 WILSHIRE BOULEVARD LOS ANGELES, CA. 90024-39E9 TELEPHONE:418-772-1200 TRENTON, N.J. 05508-1104 TELEPHONE: 310-443-0200 FACSIMILE:410N97-4521 TELEPHONE: 809-393-0303 FACSIMILE.'800.303-1090 FACSIMILE: il0-POB-6>40 SHIROYAMA JT MORI BUILDING, 18TH FLOOR BLACKWELL HOUSE TORANOMON 4-CHOME, MINATO-8U GUILDHALL YARD TOKYO IDS, JAPAN LONDON ECEV SAS TELEPHONE: [: 0 -6360 TELEPHONE: 07 1-500.1585 FACSIMILE: 03 -S472.8068 FACSIMILE: O)1.)96•IB07 SUPPLEMENTAL BLUE SKY SURVEY $107, 399, 438 . 50 SANTA ANA FINANCING AUTHORITY Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A March 23 , 1994 SMITH BARNEY SHEARSON INC. PRUDENTIAL SECURITIES INCORPORATED RAUSCHER PIERCE REFSNES INC. c/o Smith Barney Shearson Inc. 333 South Grand Street, 51st Floor Los Angeles, California 90071 Ladies and Gentlemen: We wish to supplement our Preliminary Blue Sky Survey dated February 25, 1994 (the "Preliminary Survey" ) relating to the proposed sale of approximately $105, 000, 000 aggregate principal amount of Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds") , of the Santa Ana Financing Authority. No action was taken by us to permit the sale of the Bonds to the public in New York. Consequently, sales may not be made to the public therein. In all other respects, the Preliminary Survey remains unchanged. Very truly yours, BROWN & WOOD 17000\00123\11899.1 2 SECRETARY'S CERTIFICATE I, JANICE C. GUY, Secretary of the Santa Ana Financing Authority (the "Authority"), hereby certify as follows: Attached hereto as Exhibit A is a full, true and correct copy of Resolution No. 94-001 SAFA, adopted on February 22, 1994, during a meeting of the Authority. Such meeting was duly and legally held at the regular meeting place of the Authority. All of the members of the Authority had due notice of such meetings and a majority thereof were present at such meeting. I have carefully compared the same with the original minutes of said meetings on file and of record in my office, and the foregoing is a full, true and correct copy of the resolution adopted at the said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its respective adoption, and the same is now in full force and effect. Attached hereto as Exhibit B is a full, true, and correct copy of the Joint Exercise of Powers Agreement, dated as of March 1, 1993, by and between the City of Santa Ma and the Redevelopment Agency of the City of Santa Ma. Such document has not been amended, modified or rescinded since the date of its execution, and the same is now in full force and effect. Attached hereto as Exhibit C is a full, true and correct copy of the original By-laws of the Authority, dated August 2, 1993, and that said By-laws have not been modified, amended or rescinded since the date of their adoption, and the same are now in full force and effect. Dated: March 23, 1994. Janice C. Guy, Secretary of the Santa Ana Financing Authority LAI-69935.2 EXHIBIT A PLEASE SEE TAB#14 IN THIS TRANSCRIPT FOR RESOLUTION NO. 94-001 SAFA LA1-63221.5 EXHIBIT B JOINT EXERCISE OF POWERS AGREEMENT LA1-63221.5 JOINT EXERCISE OF POWERS AGREEMENT by and between the CITY OF SANTA ANA and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA creating the SANTA ANA FINANCING AUTHORITY Dated as of August 1, 1993 LA145527z JOINT EXERCISE OF POWERS AGREEMENT THIS AGREEMENT, dated as of May 1, 1993 (this "Agreement") , by and between the CITY OF SANTA ANA, a charter city duly organized and existing under the Constitution and laws of the State of California (the "City") , and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic, duly organized and existing under the laws of the State of California (the "Agency") , WITNESSET H: WHEREAS, Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act") authorize the City and the Agency to create a joint exercise of powers entity (the "Santa Ana Financing Authority" or the "Authority") which has the power to jointly exercise any powers common to the City and the Agency and to exercise the powers granted to it under the Act; WHEREAS, the City and the Agency are each empowered by law to undertake certain projects and programs; WHEREAS, the City is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for certain public purposes pursuant to the Government Code of the State of California; WHEREAS, the Agency is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for any of its corporate purposes pursuant to the IAI-45527.2 provisions of the Community Redevelopment Law of the State of California; WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Marks-Roos Local Bond Pooling Act of 1985") authorizes and empowers the Authority to issue bonds and to purchase bonds issued, or to make loans to, the Agency or the City for financing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the Agency or the City, as the case may be; WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell bonds so issued or purchased to public or private purchasers at public or negotiated sale; and WHEREAS, by this Agreement, the City and the Agency desire to create and establish the Santa Ana Financing Authority for the purposes set forth herein and to exercise the powers described herein; NOW, THEREFORE, the City and the Agency, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: SECTION 1. DEFINITIONS Unless the context otherwise requires, the terms defined in this Section 1 shall for all purposes of this Agreement have the meanings herein specified. uia5527,2 2 Act The term "Act" shall mean Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, including the Marks-Roos Local Bond Pooling Act of 1985, as amended. Agency The term "Agency" shall mean the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. Authority The term "Authority" shall mean the Santa Ana Financing Authority created by this Agreement. Board The term "Board" shall mean the governing board of the Authority. Bond Purchase Agreement The term "Bond Purchase Agreement" shall mean an agreement of the Authority to purchase bonds or any other evidence of indebtedness of the Agency or the City solely from funds received from the Authority's simultaneous sale of such bonds or any other evidence of indebtedness to the purchaser or purchasers named therein, on the terms and conditions set forth therein. IAI45527.z 3 Bonds The term "Bonds" shall mean bonds and any other evidence of indebtedness of the Authority authorized and issued pursuant to the Act. City The term "City" shall mean the municipal corporation known as the City of Santa Ana, a general law city duly organized and existing under and by virtue of the constitution and laws of the State of California. Law The term "Law" means the Community Redevelopment Law of the State of California (being Part I of Division 24 of the Health and Safety Code of the State of California, as amended) and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and all laws amendatory thereof or supplemental thereto. SECTION 2. PURPOSE This Agreement is made pursuant to the Act and for the purpose of assisting in the financing and refinancing pf certain redevelopment activities of the Agency and certain public programs and projects of the City, and for the purpose of aiding in the financing and refinancing of public capital improvements as defined in the Act, by exercising the powers referred to in the recitals hereof and described in Section 5 herein. L Msss27.2 4 SECTION 3 . TERM Subject to the provisions of Section 16, this Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated by agreement of the Agency and the City. SECTION 4. AUTHORITY A. Creation of Authority There is hereby created pursuant to the Act an agency and public entity to be known as the "Santa Ana Financing Authority. " As provided in the Act, the Authority shall be a public entity separate from the City and the Agency. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the City or the Agency. Within 30 days after the effective date of this Agreement or any amendment hereto, the Authority will cause a notice of this Agreement or any such amendment to be prepared and filed with the office of the Secretary of State of the State of California in the manner set forth in Section 6503 . 5 of the Act. B. Governing Board The Authority shall be administered by the Board whose members shall be, at all times, the Mayor of the City and the members of the City Council. The term of office of any member of the Board shall terminate when such member of the Board shall cease to be the Mayor or a member of the City Council; and the successor to the Mayor or such member of the City Council shall thereupon become a member of the Board. cn1-0552J.2 5 Members of the Board shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a member if the Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose. C. Meetings of Board (1) Regular Meetings. The, Board shall hold at least one regular meeting each year, and, by resolution, may provide for the holding of regular meetings at more frequent intervals. The date upon which, and the hour and place at which, each such regular meeting shall be held shall be fixed by resolution of the Board. (2) Leaal Notice. All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (Sections 54950-54961) ) or any successor legislation hereinafter enacted. (3) Minutes. The secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the City and the Agency. (4) Ouorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. LkId5527.2 6 1 D. Officers; Duties; Bonds (1) The Officers of the Authority shall be the Chair, Vice-Chair, Executive Director, Secretary, Treasurer and Controller. With the exception of the Treasurer and Controller, the officers of the Authority shall be the persons serving in those offices of the City specified in the By-Laws of the Authority adopted by the Board and shall have the powers vested in them pursuant to such By-Laws and such other powers as may be granted by the Board from time to time by resolution. (2) The Executive Director/Finance and Management Services Agency of the City is hereby designated as Treasurer of the Authority. Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Act. (3) The Executive Director/Finance and Management Services Agency is hereby designated as Controller of the Authority, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Act. The Controller shall draw checks to pay demands against the Authority when such demands have been approved by the Authority. (4)- The City shall determine the charges to be made against the Authority for the services of the Treasurer and Controller. [A1-45527.2 7 (5) The Treasurer and Controller of the Authority are designated as the public officers or persons who have charge of, handle, or have access to any property of the Authority, and each such officer shall file an official bond in the amount of $25, 000 as required by Section 6505. 1 of the Act; provided, that such bond shall not be required if the Authority does not possess or own property or funds with an aggregate..value of greater than $500. 00 (excluding amounts held by a trustee or other fiduciary in connection with any Bonds) . (6) The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants. SECTION 5. POWERS The Authority shall have such powers as may be exercised under the Act in order to assist the City and the Agency in financing capital improvements, working capital, liability and other insurance needs or projects wherever the City or the Agency, as the case may be, shall determine that there are significant public benefits to be derived from such assistance. The Authority shall have the power to purchase, with the amounts received or to be received by it pursuant to a Bond Purchase Agreement, bonds issued by the Agency under the Law or bonds or other evidences of indebtedness issued by the City at public or negotiated sale, for the purposes set forth in Section 2 hereof, all in accordance with the Act. Any such bonds or other evidences of indebtedness so purchased may be held by the Authority LAI-45527.2 8 or sold to public or private purchasers at public or negotiated sale, in whole or in part. The Authority shall set any other terms and conditions on any purchase or sale of bonds or other evidences of indebtedness contemplated herein as it deems to be necessary, appropriate and in the public interest, in furtherance of the Act. The Authority shall have the power, in its own name, to by, sell or lease property and to issue, sell and deliver Bonds for any purpose authorized under the Act. The Authority is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the following: to make and enter into contracts; to employ agents and employees; and to sue and be sued in its own name. Except as otherwise provided herein, such power shall be exercised subject only to such restrictions upon the manner of exercising such power as are imposed upon the City in the exercise of similar powers, as provided in Section 6509 of the Act. Notwithstanding the foregoing, the Authority shall have any additional powers conferred under the Act or under ,applicable law, insofar as such additional powers may be necessary to accomplish the purposes set forth in Section 2 hereof. SECTION 6. TERMINATION OF POWERS Subject to the provisions of Section 16, the Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement or until the City and the Agency shall have mutually rescinded this Agreement. L441d5527.2 9 SECTION 7 . FISCAL YEAR Unless and until changed by resolution of the Board, the fiscal year of the Authority shall be the period from July 1 of each year to and including the following June 30, except for the first fiscal year which shall be the period from the date of this Agreement to June 30, 1993 . SECTION 8. DISPOSITION OF ASSETS .. At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 6 hereof, all assets of the Authority shall be distributed to the respective grantors and assignors thereof. SECTION 9 . CONTRIBUTIONS AND ADVANCES Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by the City and the Agency for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution. Any such advance shall be made subject to repayment, and shall be repaid, in the manner agreed upon by the City or the Agency, as the case may be, and the Authority at the time of making such advance. It is mutually understood and agreed that neither the City nor the Agency has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though either may do so. The City or the Agency may allow the use of personnel, equipment or property in lieu of other contributions or advances to the Authority. IA1-45527.2 10 SECTION 10. AGREEMENT NOT EXCLUSIVE This Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and the Agency, except as the terms of this Agreement shall conflict therewith, in which case the terms of this Agreement shall prevail. SECTION 11. ACCOUNTS AND REPORTS The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and records of the Authority shall be open to inspection at all reasonable times by the City and the Agency and their representatives. The Authority shall give an audited written report of all financial activities for each fiscal year to the City and the Agency within 210 days after the close of each fiscal year. The Controller of the Authority shall either make or contract with a certified public accountant or public accountant to make an annual audit of the accounts and records of the Authority. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally accepted auditing standards. When such an audit of any accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with the City and the Agency. Such report shall be filed within 12 months of the end of the fiscal year or years under examination. [A1-45527.2 11 Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants, in making an audit pursuant to this section shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for the purpose. In any year the Board may, by unanimous vote and with the unanimous approval of the City and the Agency, replace the annual special audit with an audit covering a two-year period. SECTION 12 . CONFLICT OF INTEREST CODE The Authority by resolution shall adopt a Conflict of Interest Code as required by law. SECTION 13 . BREACH If default shall be made by the City or the Agency in any covenant contained in this Agreement, such default shall not excuse either the City or the Agency from fulfilling its obligations under this Agreement and the City and the Agency shall continue to be liable for the payment of contributions and the performance of all conditions herein contained. The City and the Agency hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the Agency hereby grant to the Authority the right to enforce by whatever lawful means the Authority deems appropriate all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. [AI-45527.2 12 SECTION 14 . SEVERABILITY Should any part, term, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. SECTION 15. SUCCESSORS; ASSIGNMENT This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither party may assign any right or obligation hereunder without the consent of the other. SECTION 16. AMENDMENT OF AGREEMENT This Agreement may be amended, and the Authority may be terminated or its powers may be changed, restricted or eliminated by supplemental agreement executed by the City and the Agency at any time; provided, that such supplemental agreement shall be subject to any obligations and restrictions contained in any Bonds or documents related to any Bonds to which the Authority is a party. SECTION 17. FORM OF APPROVALS Whenever an approval is required in this Agreement, unless the context specifies otherwise, it shall be given, in the case of the Agency, by resolution duly adopted by the members of the Agency, and, in the case of the City, by resolution duly adopted by the City Council of the City, and, in the case of the ui45527.z 13 Authority, by resolution duly adopted by the Board. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. SECTION 18. NOTICES Notices to the City hereunder shall be sufficient if delivered to the City Clerk and notices to the Agency hereunder shall be sufficient if delivered to the Secretary of the Agency. SECTION 19. SECTION HEADINGS All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. CITY OF SANTA ANA By [SEAL] qrm Ap roved as/10 c, " At t: L ; /t2E2k—\- / City Clerk City Manager COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By cCS'''-‘1.--.4-71e---"L-H. Chair [SEAL] Secre ary APPROVED AS TO FORM dor ui-4ssxl.z l y i �EDNIARD CO1PER CITY ATT'•- EY EXHIBIT C BY-LAWS OF THE SANTA ANA FINANCING AUTHORITY LA1-63221.5 BY-LAWS OF THE SANTA ANA FINANCING AUTHORITY Adopted Auoust 2 , 1993 ARTICLE I. - THE AUTHORITY Section 1 . 01. Name. The official name of the Authority shall be the "Santa Ana Financing Authority" . Section 1. 02 . Authority Board Members. The Authority shall be administered by a governing board (the "Board") whose members shall be, at all times, the Mayor of the City of Santa Ana (the "City") and the members of the City Council. The term of office of a member of the Board shall terminate when such member of the Board shall cease to be the Mayor or a member of the City Council; and the successor to the Mayor or such member of the City Council shall become a member of the Board. Section 1. 03 . Office. The business office of the Authority shall be at 20 Civic Center Plaza, Santa Ana, California 92702 , or at such other place as may be designated by the Board. Section 1. 04 . Compensation. Board members shall not be entitled to compensation but may receive their actual and necessary expenses, including traveling expenses incurred in the discharge of their duties as a Board member, but only when authorized by the Authority and if there are unencumbered funds available for such purpose. u 4sszv.i -1_ ARTICLE II - OFFICERS Section 2 . 01 . Officers. The Officers of the Authority shall be the Chair, Vice-Chair, Executive Director, Secretary, Treasurer and Controller. Section 2 . 02 . Chair. The Chair of the Authority shall be the member who is the Mayor of the City. The term of office for the Chair shall be the same as the term of the Mayor of the City. The Chair shall preside at all meetings of the Authority, and shall submit such information and recommendations to the Board as he or she may consider proper concerning the business, policies and affairs of the Authority. Section 2 . 03 . Vice-Chair. The Vice-Chair shall be the member who is the Mayor Pro-Tem of the City. The term of office shall be the same as the term of the Mayor Pro-Tem of the City. The Vice-Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation or death of the Chair, the Vice-Chair shall perform such duties as are imposed on the Chair, until such time as the members of the Board shall elect a new Chair or a new Mayor of the City is elected, whichever occurs first. Section 2.04. Executive Director. The Executive Director shall be the person who is the City Manager of the City. The term of office shall be the same as the term of the City Manager of the City. The Executive Director shall serve as the chief executive officer of the Authority and shall be responsible for execution and supervision of the affairs of the Authority. w-0ss29.1 2 Except as otherwise authorized by resolution of the Board, the Executive Director or the Executive Director' s designee shall sign all contracts, deeds and other instruments executed by the Authority. Section 2 . 05 . Secretary. The Secretary shall be the person who is the Clerk of the Council and shall serve at the pleasure of the Authority. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. Section 2 . 06. Treasurer. Pursuant to the Joint Exercise of Powers Agreement, the Executive 'Director/Finance and Management Services Agency of the City shall be the Treasurer of the Authority, and shall perform the duties set forth in the Joint Exercise of Powers Agreement. Section 2 . 07. Controller. Pursuant to the Joint Exercise of Powers Agreement, the Executive Director/Finance and Management Services Agency of the City shall be the Controller of the Authority, and shall perform the duties set forth in the Joint Exercise of Powers Agreement. Section 2.08. Election of Officers. Confirmation of officers shall be the first order of business at the first meeting of the Authority, regular or special, held in each calendar year. uI-45529.1 3 Section 2 . 09 . Authority to Bind Authority . No member, officer, agent or employee of the Authority, without prior specific or general authority by a vote of the Board, shall have any power or authority to bind the Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount. ARTICLE III - EMPLOYEES AND AGENTS Section 3 . 01. Appointment of Employees and Agents. The Authority may from time to time request from the City or the Agency the services of such personnel, counsel or agents, permanent or temporary, as may be necessary to carry out the business and affairs of the Authority. The Board may in addition employ temporary professional and technical personnel on such terms and at such rates of compensation as the Board may determine, for the performance of Authority business and affairs, provided that adequate sources of funds are identified for the payment of such temporary professional and technical services. ARTICLE IV - MEETINGS Section 4 . 01. Regular Meetings. Regular meetings shall be held at the business office of the Authority, or at such other place as the Chair may designate, on dates and at a time as fixed by Resolution of the Authority. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be held on the next business day at the same time. At least 72 hours before a regular meeting, an agenda containing a brief general description w-4ss29.1 4 of each item of business to be transacted or discussed shall be posted at a location freely accessible to members of the public. The agenda shall specify the time and location of the regular meeting. No action shall be taken on any item not appearing on the posted agenda except as permitted by law. Section 4 . 02 . Special Meetings. A special meeting may be called at any time by the Chair or upon the request of two of the members of the Board by delivering written notice to each member and to each person or entity entitled by law to receive such notices. Notices to the Board shall be sufficient if delivered to the Secretary. Notices to other persons or entities entitled by law to receive notices must be delivered personally or by mail and must be received at least 24 hours before the time of such meeting as specified in the notice. The notice shall specify the time and place of the special meeting and the business to be transacted and shall be posted at least 24 hours prior to the special meeting in a location that is freely accessible to members of the public. No other business shall be considered at such meetings by the Board. Such written notice may be dispensed with as to any Board member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the time it convenes. Section 4 . 03 . Closed Sessions. Nothing contained in these bylaws shall be construed to prevent the Board from holding uI.55291 - 5 • • closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session. Section 4 . 04 . Public Hearings. All public hearings held by the Board shall be held during regular or special meetings of the Board. Section 4 . 05 . Adjourning Meetings and Continuing Public Hearings to Other Times or Places. The Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all Board members are absent from any regular meeting or adjourned regular meeting the Secretary or Acting Secretary of the Authority may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or recontinued to any subsequent meeting v1/414ss2v.i 6 in the same manner and to the same extent set forth herein for the adjournment of the meetings ; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. Section 4 . 06 . Meetings to be Open and Public. All meetings of the Board to take action or to deliberate concerning Authority business and its conduct shall be open and public. All persons shall be permitted to attend any such meetings except as otherwise provided or permitted by law and Section 43 of these bylaws. Section 4 . 07. Quorum. A majority of the members of the Board shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes, except that less than a quorum may adjourn from time to time until a quorum is obtained. Section 4 .08. Order of Business. At the regular meetings of the Authority, the following shall be the general order of business: 1. Roll Call 2 . Approval of Minutes 3 . Reports 4 . Unfinished Business 5. New Business 6. Matters Not Appearing on the Agenda LA115529.1 7 7 . Adjournment Section 4 . 09 . Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert' s Rules of Order shall govern all meetings of the Authority, except as otherwise herein provided. ARTICLE V - AMENDMENTS Section 5 . 01. Amendments to By-Laws. These by-laws may be amended by the Board at any regular or special meeting by majority vote, provided that a description of the proposed amendment to any particular section is included in the notice of such meeting. v.I4sszs.1 8 SECRETARY'S CERTIFICATE I, JANICE C. GUY, Secretary of the Santa Ana Financing Authority (the "Authority"), hereby certify as follows: Attached hereto as Exhibit A is a full, true and correct copy of Resolution No. 94-001 SAFA, adopted on February 22, 1994, during a meeting of the Authority. Such meeting was duly and legally held at the regular meeting place of the Authority. All of the members of the Authority had due notice of such meetings and a majority thereof were present at such meeting. I have carefully compared the same with the original minutes of said meetings on file and of record in my office, and the foregoing is a full, true and correct copy of the resolution adopted at the said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its respective adoption, and the same is now in full force and effect. Attached hereto as Exhibit B is a full, true, and correct copy of the Joint Exercise of Powers Agreement, dated as of March 1, 1993, by and between the City of Santa Ana and the Redevelopment Agency of the City of Santa Ana. Such document has not been amended, modified or rescinded since the date of its execution, and the same is now in full force and effect. Attached hereto as Exhibit C is a full, true and correct copy of the original By-laws of the Authority, dated August 2, 1993, and that said By-laws have not been modified, amended or rescinded since the date of their adoption, and the same are now in full force and effect. Dated: March 23, 1994. Janice C. Gi Secretary of the t Santa Ana Financing Authority LA1-69935.2 EXFIIBIT A RESOLUTION NO. 94-001 SAFA LAI-63221.5 EXHIBIT A RESOLUTION NO. 94- 001-SAFE APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A GROUND LEASE, A LEASE, AN INDENTURE, AN ASSIGNMENT AGREEMENT AND A PURCHASE CONTRACT WITH RESPECT TO THE EXECUTION AND SALE OF SANTA ANA FINANCING AUTHORITY POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE BONDS, SERIES 1994A, AUTHORIZING THE EXECUTION OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $110, 000, 000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH, AUTHORIZING AND APPROVING EXECUTION OF NECESSARY DOCUMENTS AND RELATED ACTIONS. WHEREAS, the Santa Ana 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 lease certain real property (the "Parcels") to the Authority pursuant to a Ground Lease, dated as of March 1, 1994 (the "Ground Lease" ) ; and WHEREAS, the Authority has determined to sublease the Parcels and certain improvements thereon and to be constructed thereon, to the City pursuant to a Lease, dated as of March 1, 1994 (the "Lease") under the terms of which the City, as agent of the Authority, agrees to cause the acquisition and construction of certain police facilities and related improvements (the "Project") ; and WHEREAS, the City, pursuant to the Lease, is required to make certain base rental payments to the Authority; and WHEREAS, the Authority and the City have determined to enter into an Indenture, dated as of March 1, 1994 (the "Indenture") with Meridian Trust Company of California (the "Trustee" ) pursuant to which lease revenue bonds (referred to herein as the "Bonds") in an aggregate principal amount not to exceed $110, 000 , 000 will be issued; and WHEREAS, the Authority will transfer its rights, title and interest in and to the Lease and the Ground Lease (other than :Ai-6?3'S.: 4099o-9-WWII-02/10.194 RESOLUTION 94-001 SAFA Page 2 its rights to indemnification and payment for its costs and expenses) to the Trustee for the benefit of the Owners of the Bonds, pursuant to an Assignment Agreement, dated as of March 1 , 1994 (the "Assignment Agreement") between the Authority and the Trustee; and WHEREAS, Smith Barney Shearson Inc. , as representative of the underwriters described therein (the "Underwriter") , has submitted to the Authority a proposed form of Purchase Contract to purchase the Bonds (such Purchase Contract, in the form presented to this meeting, with such changes, insertions or omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract") ; and WHEREAS, the Authority has been presented with a form of preliminary official statement (the "Preliminary Official Statement") to be distributed in connection with the public offering of the Bonds; and WHEREAS, there has been submitted to the Authority information and materials (including certain form documents) regarding various financing options available to the Authority regarding the Bonds, including AIRS (referred to as "Derivative Products") ; 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 . All of the recitals herein contained are true and correct and the Board so finds. Section 2 . The Lease, on file with the Secretary, in substantially the form submitted to this meeting and made a part LA1-63375.1 2 40990.9-WWB-02/03!94 RESOLUTION 94-001 SAFA Page 3 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 Lease in substantially said form, with such changes, insertions and omissions therein as such Officers and the Authority'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 Ground Lease, 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 Ground Lease 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 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 5. The Assignment 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 Assignment 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 Purchase Contract, 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, and the Officers are hereby authorized and directed individually, for and in the name and on behalf of the Authority, to execute and deliver the Purchase Contract in substantially such form, with such chances, insertions and omissions therein as such Officer executing the same and the Authority Counsel may require or approve, such LAI-63375.1 3 .i^un(!0-MWIl3Q roVOI • RESOLUTION 94-00 1SAFA Page 4 approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that such authority to execute the Purchase Contract is conditioned upon a net interest rate on the Bonds of not to exceed 6. 75% per annum and an Underwriter' s discount (exclusive of original issue discount) of not to exceed 1. 00% of the principal amount of the Bonds. Section 7 . The execution and delivery of not to exceed $110, 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 8 . The form of Preliminary Official Statement, on file with the Secretary, with such changes therein as may be approved by the Executive Director and the Authority counsel, is hereby approved and the use of the Preliminary Official Statement in connection with the offering and sale of the Certificates is hereby authorized and approved. An Officer is authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver a certificate deeming the Preliminary Official Statement final as of its date, except for certain final pricing and related information, for purposes of Securities Exchange Commission Rule 15c2-12 . Section 9 . The preparation and delivery of an Official Statement, and its use by the Underwriter in connection with the offering and sale of the Certificates, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by the Executive Director or the City Manager, such approval to be conclusively evidenced by the execution and delivery thereof. The Executive Director or the City Manager is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the final Official Statement and any amendment or supplement thereto and thereupon to cause the final Official Statement and any such amendment or supplement to be delivered to the Underwriter. Section 10 . All 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; the execution and delivery of any and all certificates, requisitions and agreements; the conformation of Do-on5.1 4 4 W<uL5-\'WH-02/03194 RESOLUTION 94-001 SAFA Page 5 any and all documents to the requirements of the Purchase Contract, to the requirements of the municipal bond insurer or insurers, if any, and to the description of the Bonds set forth in the Official Statement; the execution and delivery of an auction agent agreement, market agent agreement, broker/dealer agreement or other documents required in connection with any AIRS, all such documents to follow the standard forms thereof with such changes therein as any of the Officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, and such other documents including but not limited to those described in the Purchase Contract as finally executed and delivered, 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, the Purchase Contract, the Official Statement, the Derivative Product documents, in each case as finally executed and delivered, this resolution and all related documents. The Authority hereby determines that the Derivative Products and related documents are each designed to reduce the amount or duration of payment, rate, spread, or similar risk and result in a lower cost of borrowing when used in combination with the issuance of the Bonds. Section 11. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 22m.d day of February 1994 . Da ' 1 H. Young Chair an City of Santa Ana Jan . Gu , Secretary Ci 7 of Santa Ana APPROVED AS TO FORM: Edward o er Authority Counsel BOARD MEMBERS : Young Aye Lutz Aye McGuigan Aye Mills Aye Moreno Aye Pulido Aye Richardson Absent IAI-63375.1 5 40990-9-W\B-02/03/94 RESOLUTION 94-001 SAFA ' Page 6 SECRETARY'S CERTIFICATE Janice C. Guy , Secretary of the Santa Ana Financing Authority, hereby certify that the foregoing is a full , true and correct copy of a resolution duly adopted at a regular meeting of the Authority duly and regularly held at the regular meeting place thereof on the 22nd day of February, 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: Lutz , McGuigan, Mills , !Moreno, Pulido, Young NOES: None ABSENT: Richardson An agenda of said meeting was posted at least 72 hours before said meeting at 22 civic C'tr P17a, Santa Ana , 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: s r'- /�`l , 1994 AP ti disk it Janie ., secretary THE FOREGOING DOCUMENT IS A FULL, TRUE&CORRECT COPY Of ;21-THE ORIGINAL ON FILE IN THIS OFFICE. 0 THE ORIGINAL ON FILE IN_ ATTEST: /Li BY te : _ � t rIr OF SAN rk ANA IA1"63375.1 6 40990.9-W 13-02/03.'94 EXHIBIT B PLEASE SEE TAB#13 IN THIS TRANSCRIPT FOR THE JOINT EXERCISE OF POWERS AGREEMENT • LAI-63221.5 EXHIBIT C PLEASE SEE TAB#13 IN THIS TRANSCRIPT FOR THE BY-LAWS OF THE SANTA ANA FINANCING AUTHORITY LA I-63221.5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: a SPACE ABOVE THIS LINE FOR RECORDER'S USE dji s nA : ._Q'_ .L Aft'� Ln/ attic.of Meath fOng en Suntan,of tau SACRAMENTO I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript of / page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct. pRgEAL OF Th@ IN WITNESS WHEREOF, I execute a this certificate and affix the Great b a W % A "sl Seal of the State of California this "v "i AUG 1 3 1/Y3 flY4j \ I ^ , -tvnSECISTATE Form LP 222A(Rev.9/07) 99 22 1 r .„L. W Secretary of State 111 State of Tat-tiara-to = r_ 4Earc4 ±fnnq rtu 1 • ,ccrctarq of tatr FILED hlhe office of the Secretary of State NOTICE OF A JOINT POWERS AGREEMENT of the State of California (Government Code Section 6503.5 or 6503.7) AUG 13 1993 Instructions: (4 1. Complete and mail to: Secretary of State, two FONG EU.Swelsr! 31 State P.O. Box 704, Sacramento, CA 95812-0704 (916) 329-6778 2. Include filing fee of $5.00. (Office Use Only) 3. Do not include attachments, unless otherwise specified. • The name of the agency or entity created under the agreement and responsible for the administration of the agreement is: SANTA ANA FINANCING AUTHORITY • Mailing address: 20 Civic Center Plaza, City Hall, 6th Floor, Santa Ana, California 92701 Provide a short title of the agreement if applicable: 1.1 JOINT EXERCISE OF POWERS AGREEMENT The public agencies party to the agreement are - (I) City of Santa Ana (2) Communi_ty Redevelopment Agency of the City of Santa Ana • (3, if more space is needed, continue d attach it to this form. The effective date of the agreement is r 1993 Provide a condensed statement of the agreement's purpose or the powers to be exercised: The pesos is to assist in the financing and refinancing of certain redevelops nt activities and certain public programs and projects through th cise y of its lawful pours. _ — Signature David N. Ream, City Manager Typed Name and Title • a • ° See/Stale Fwm 1P/58 404 Rev.2/8e .amr RECORDING REQUESTED BY AND ,. WHEN RECORDED MAIL TO: anti.' 1B SPACE ABOVE THIS LINE FOR RECORDER'S USE a/ r ifat' II ill . • 4 1 I JM/\M\ I I elfin of Narcb tang tau 1 Pltstctety of Blatt it SACRAMENTO I, MARCH FONG EU, Secretary of State of the State of California, I hereby certify: That the annexed transcript of 7t page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct. �'Ttt NL OF T hFse IN WITNESS WHEREOF, I execute ¢ vA this certificate and affix the Great 'so tj�-�nr,,,i' Seal of the State of California this ` �`w"' AUG 1 3 1993 L C °+L Fo b:. FACE O ' A , _� �n oo . .. ....7)c 00 seasreTe Form LP 222A IR.v,ere9l ea zzaea 4+ fn Secretary of State .CFI r• stilt state of CLali ornia [=: =`=%JA ?) Iarcii :Thong +^u \4Y?-a ra// • Grcrc to r_y of §tatc FILED In the of c.o1 de Secretory of State of the Stab of California STATEMENT OF FACTS AUG I s 1993 ROSTER OF PUBLIC AGENCIES FILING(Government Code Section 53051) vr' t/{ Instructions: Wn 4 HNC EU.Snetillti State 1. Complete and mail to: Secretary of State, P.O. Box 944225, Sacramento, CA 94244-2250 (916) 324-6778 2. A street address must be given as the official 'mailing address (Office Use Only) or as the address of the presiding officer. 3. Complete addresses are required. 4. If you need additional space, please include information on an 8' X 11 page. New Filing.[ X] Update I I Legal name of Public Agency: SANTA ANA FINANCING AUTHORITY ! .,i:ure of Update: N/A COUNTY OF ORANGE County: Official Mailing Address: 20 Civic Center Plaza Santa Ana, California 92701 i Name and Address of each member of the governing board:. Chairman, President or other Presiding Officer(Indicate Title): Chairman Name: Daniel H. Young Ad,,,, • • jc Cc ter Plaza, Santa Ana, •CA 92701 itlIt Secretary or Clerk(Indicate Title): Secret- ' ' Ry O1 4, Janice C. Guy Address: 20 Civic Center Plaza, Santa Ana, CA 92701 . ' Name: Members: Name: Daniel H. Young Address: 20 Civic Center Plaza, Santa Ma, CA 92701 Name: Miguel A. Pulido Address: 20 Civic Center Plaza; .Santa Ana, CA 92701 Name: Ted R. Moreno . Address: 20 Civic Center Plaza, Santa Ma, CA 92701 Name: Lisa Mills Address:20 Civi ter Plaza, Santa Ana, CA 92701 Name Thomas E. Lutz Address 20 Ci 'c ter P , `� Ana, CA 92701 *SEE ATTACHED Date: August 3, 1993 By. signature gA J �t David N. Ream. .Fxen rf ' t.f 9 r f I- Typed Name and Title 0 ■ ® e9 57229 . ram. ..e_._/a IG0...1115Ory A/AO MEMBERS CONTINUED • - NAME: Richard L. Norton 20 Civic Center Plaza, Santa Ana, CA 92701 Robert L. Richardson 20 Civic Center Plaza, Santa Ana, CA 90271 i � `A'\: State 4f Tatitarnia 1 ` P -g' Mardi em Secretary of gtatc c — STATEMENT OF FACTS _ ROSTER OF PUBLIC AGENCIES FILING (Government Code Section 53051) Instructions: 1. Complete and mail to: Secretary of State, P.O. Box 944225, Sacramento, CA 94244-2250 (916) 324-6778 2. A street address must be given as the official mailing address (Office Use Only) or as the address of the presiding officer. 3. Complete addresses are required. 4. If you need additional space, please include information on an 8% X 11 page. New Filing[ X] Update[ I • Legal name of Public Agency: SANTA ANA FINANCING AUTHORTTY Nature of Update: N/A COUNTY OF ORANGE County: Official Mailing Address: 20 Civic Center Plaza Santa Ana, California 92701 Name and Address of each member of the governing board: Chairman, President or other Presiding Officer(Indicate Title): Chairman Name Daniel H. Young Address 20 Civic Center Plaza, Santa Ana, CA 92701 Secretary or Clerk(Indicate Tide): Secretary Name Janice C Gui3-aa , A'":' Address 20 Civic Center Plaza, Santa Ana, CA 92701 F g Members 'x Name Daniel H'S a' p'' .` Address 20 Civic Center Plaza, Santa Ana, CA 92701 Name Miguel A. P Address 20 Civic Center Plaza, Santa Ana, CA 92701 Name Ted R. ltrern Address 20 Civic Center Plaza, Santa Ana, CA 92701 Name Lisa Mills Address 20 • • ter P to Ana, CA 92701 Name Thanas E. Lutz Address 20 c ter , CA 92701 • *SEE ATTACHED / �� Date August 3, 1993 By ,-- Signature i- David N. Ream. .RvArn,+;<v,i nira,.tor Typed Name and Title a Sec/Stale ram 1P/SS 405 Oay.4/69 .9 32229 MEMBERS CONTINUED NAME: Richard L. Norton 20 Civic Center Plaza, Santa Ana, CA 92701 Robert L. Richardson 20 Civic Center Plaza, Santa Ana, CA 90271 CERTIFICATE OF THE SANTA ANA FINANCING AUTHORITY The undersigned, DAVID N. REAM, Executive Director of the Santa Ana Financing Authority (the "Authority"), in connection with the issuance of $107,399,438.50 aggregate principal amount of Santa Ana Financing Authority Police Administration and Holding Facility T ease Revenue Bonds, Series 1994A (the "Bonds"), does hereby certify that (all capitalized terms not otherwise defined herein shall have the respective meanings given to such terms in the Indenture, dated as of March 1, 1994 (the "Indenture"), by and between the Authority and Meridian Trust Company of California, as trustee): (a) The Authority is a joint powers authority, duly organized and existing under the laws of the State of California, including Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the California Government Code (the "Act"), with full right, power and authority to execute, deliver and perform its obligations under the Bonds, the Purchase Contract, dated as of March 8, 1994 (the "Purchase Contract"), among the Authority, the City of Santa Ana and Smith Barney Shearson Inc., as representative of the underwriters, the Lease, the Ground Lease and the Indenture (collectively, the Purchase Contract, the Lease, the Ground Lease and the Indenture shall be referred to herein as the "Authority Documents") and to carry out and consummate the transactions contemplated by the Authority Documents and the Official Statement dated March 8, 1994, relating to the Bonds (the "Official Statement"). (b) By all necessary official action of the Authority, the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations contained in, the Preliminary Official Statement dated February 25, 1994, relating to the Bonds (the "Preliminary Official Statement"), the Official Statement and the Authority Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the other respective parties thereto, each Authority Document will constitute the legally valid and binding obligation of the Authority enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The Authority has complied in all respects with the terms of the Authority Documents. (c) The Preliminary Official Statement was as of its date, and the Official Statement was as of its date and is as of the date hereof true and correct in all material respects, and the Preliminary Official Statement and the Official Statement contain no misstatement of any material fact and do not omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. LAI-69935.2 (d) No event affecting the Authority has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the date hereof any statement of information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect. (e) As of the date hereof, the Authority is not in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage.of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and, as of the date hereof, except as disclosed in the Official Statement, the authorization, execution and delivery of the Authority Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents. (f) As of the date hereof, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened (i) in any way questioning the existence of the Authority or the titles of the officers of the Authority to their-respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the powers of the Authority and its authority to pledge the Revenues; (iii) which may result in any material adverse change relating to the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and LA1-69935.2 2 there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. (g) The Bonds are legally valid and binding obligations of the Authority, entitled to the benefits of the Authority, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally, and the Indenture provides, for the benefit of the owners from time to dine of the Bonds, a legally valid and binding pledge of and lien on the funds and accounts pledged to such Bonds under the Indenture and the revenues pledged to such funds and accounts under the Indenture as provided in and contemplated by the Indenture. (h) All authorizations, approvals, licenses, permits, consents and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Authority of its obligations in connection with, the Authority Documents have been duly obtained or made, except as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds. (i) The representations, warranties and covenants of the Authority contained in the Purchase Contract are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof. (j) The Authority has complied with all the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the date hereof. LA1-69935.2 3 IN WITNESS WHEREOF, the undersigned has executed this Certificate this March 23, 1994. SANTA ANA FINANCING AUTHORITY By r Goa_ David N. Ream, Executive Director LA 1-69935.2 4 SIGNATURE AND BOND DELIVERY CERTIFICATE OF THE SANTA ANA FINANCING AUTHORITY We, the undersigned officers of the Santa Ana Financing Authority (the "Authority"), holding the respective offices hereinbelow set opposite our signatures, do hereby certify that: (a) On the date below set forth we officially signed and executed the following bonds, to wit: Title of Bonds: Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A Principal Amount: $107,399,438.50 Date of Bonds: March 1, 1994 (b) Said Bonds mature and bear interest as set forth in the schedule attached hereto as Schedule A. (c) Said Bonds bear the manual or facsimile signature of the undersigned Chairman of the Authority as attested by the manual or facsimile signature of the Secretary of the Authority. (d) Said officers at the time of signing said Bonds held said offices respectively, and that they now hold the same. LA1-69935.2 (e) We delivered said Bonds on this date to Meridian Trust Company of California as Trustee (the "Trustee") for the Authority under that certain Indenture, dated as of March 1, 1994, between the Authority and the Trustee. Dated: March 23, 1994. Signature--( Name Title ' 311 1 DANIEL H. YOUNG Chairman of the Santa Ana Financing Authority JANICE C. GUY Secretary of the Santa Ma / Financing Authority Pam _ DAVID N. REAM Executive Director of the Santa Ana Financing Authority LA1-69935.2 2 CITY CLERK'S CERTIFICATE I, JANICE C. GUY, City Clerk of the City of Santa Ana, California (the "City"), do hereby certify that attached hereto is a full, true and correct copy of Resolution No. 94-007, duly adopted on February 22, 1994. The meeting at which such Resolution was adopted was a regular meeting of the City Council of the City, duly and regularly and legally held at the regular meeting place thereof. All of the members of said City Council had due notice of such meeting and a quorum thereof was present at such meeting. I have carefully compared the same with the original minutes of said meeting on file and of record in my office and said Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes. 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: March 23, 1994. Janice C. Guy, City Clerk of the City of Santa Ana LAI-69935.2 • RESOLUTION NO. 94- 007 RESOLUTION OF THE CITY OF SANTA ANA APPROVING A FORM OF GROUND LEASE, LEASE AND PURCHASE CONTRACT; MAKING CERTAIN DETERMINATIONS RELATING THERETO; AND AUTHORIZING CERTAIN OTHER ACTION IN CONNECTION THEREWITH WHEREAS, the City of Santa Ana (the "City") is a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California and authorized to transact business and exercise its powers, all under and pursuant to the Constitution and laws of the State of California; and WHEREAS, the City and the City of Santa Ana Financing Authority (the "Authority") , a joint powers authority, duly organized and existing under the laws of the State, propose to enter into various agreements to provide for the acquisition and construction of certain police facilities (the "Project") , and so that the City may act, under certain circumstances, as the agent of the Authority to carry out the acquisition and construction of the Project; and WHEREAS, there has been presented at this meeting a form of Lease pursuant to which the City will acquire the Project, subject to the terms thereof; and WHEREAS, to assist the provision of funds for the construction and improvement of the Project, the City has determined to lease certain real property to the Authority pursuant to a form of Ground Lease presented to this meeting, and to sublease such property and the Project to be located on a portion thereof back from the Authority pursuant to the previously mentioned Lease; and WHEREAS, there has also been presented to this meeting a proposed form of Purchase Contract between the City, the Authority and Smith Barney Shearson Inc. , as representative of the underwriters named therein, (the "Underwriter") , under the terms of which the Underwriter will purchase the Authority' s Police Administration and Holding Facility Lease Revenue Bonds , Series 1994A (the "Bonds") , the proceeds of which will be used to finance the Project; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY OF SANTA ANA AS FOLLOWS: SECTION 1. Approval of Ground Lease. The form of Ground Lease, dated as of March 1, 1994 , by and between the City and the Authority (the "Ground Lease") presented at this meeting is hereby approved and the Mayor of the City, the City Manager, or the designee of the Mayor or the City Manager, acting singly, L 1-63373.i 40990-9-WWB-02103194 „ RESOLUTION 94-007 Page 2 and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Ground Lease in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . SECTION 2. Approval of Lease. The form of Lease, dated as of March 1, 1994, by and between the City and the Authority (the "Lease") , presented at this meeting is hereby approved and the Mayor of the City, the City Manager, or the designee of the Mayor or the City Manager, acting singly, and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Lease in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3 . Approval of Purchase Contract. The form of Purchase Contract by and between the Authority, the City and the Underwriter (the "Purchase Contract") , presented at this meeting is hereby approved and the Mayor of the City, the City Manager, or the designee of the Mayor or the City Manager, acting singly, and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Purchase Contract in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Terms of the City's Obligation. The City Manager or his designee is authorized to negotiate the rental payment provisions of the Lease, provided, however, that the aggregate principal components of the rental payments to be paid by the City pursuant to the Lease shall not exceed $110 , 000 , 000, and provided, further that the interest components of the rental payments to be paid by the City pursuant to the Lease shall not reflect rates of interest in excess of 6 .75% per annum. SECTION 5. Other Acts. The officers and staff of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the City Attorney or with Orrick, Herrington & Sutcliffe, the City's bond counsel, they may deem necessary or advisable in order to consummate the execution and delivery of the Purchase Contract, the Ground Lease, the Lease Agreement or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. The officers and the staff of the City are specifically authorized to assist in the preparation of the preliminary and final official statements used in connection with the sale of the Bonds and to execute the same or portions thereof if required by the Underwriter. U I-633 73.1 2 40990.9-W WB-02/03794 RESOLUTION 94-007 Page 3 SECTION 8. Effective Date. This Resolution shall take effect upon adopted. PASSED, APPROVED and ADOPTED this February 22 , 1994 . Dan t d. Young, or 7 City of Santa Ana ATTESTED: rani e , ^ erk of the Council City a Ana APPROVED AS TO FORM: 7 Edward J. Colb City Att rney COUNCILMEM_BERS : Young • Ave Lutz Aye Mills Ave McGuigan Ave Moreno Aye Pulido Ave Richardson Absent THE FOREGOING DOCUMENT IS A FULL, TRUE&CORRECT COPY OF 19"TRE ORIGINAL ON FILE IN THIS OFFICE. ❑ THE ORIGINAL ON FILE IN ATTEST: 19 9, HY ER F CIL, C OF SANTA ANA 1A1fi3373.1 3 10990.9-wwB-02103/94 CERTIFICATE OF THE CITY OF SANTA ANA The undersigned, DAVID N. REAM, City Manager of the City of Santa Ana (the "City"), in connection with the issuance of $107,399,438.50 principal amount of Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds"), does hereby certify that (all capitalized terms not otherwise defined herein shall have the respective meanings given to such terms in the Lease, dated as of March 1, 1994 (the "Lease"), by and between the Santa Ana Financing Authority and the City): (a) The City is a municipal corporation, duly organized and existing under the Constitution and laws of the State of California, with full right, power and authority to execute, deliver and perform its obligations under the Purchase Contract, dated as of March 8, 1994 (the "Purchase Contract"), among the City, the Santa Ana Financing Authority and Smith Barney Shearson Inc., as representative of the underwriters, the Lease and the Ground Lease (collectively, the Purchase Contract, the T fase and the Ground Lease shall be referred to herein as the "City Documents") and to carry out and consummate the transactions contemplated by the City Documents and the Official Statement, dated March 8, 1994, relating to the Bonds (the "Official Statement"). (b) By all necessary official action of the City, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in, the Preliminary Official Statement, dated February 25, 1994, relating to the Bonds (the "Preliminary Official Statement"), the Official Statement and the City Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the other respective parties thereto, each City Document will constitute the legally valid and binding obligation of the City enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The City has complied in all respects with the terms of the City Documents. (c) The Preliminary Official Statement was as of its date, and the Official Statement was as of its date and is as of the date hereof true and correct in all material respects, and the Preliminary Official Statement and the Official Statement contain no misstatement of any material fact and do not omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. (d) No event affecting the City has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the date hereof any statement of information contained in the Official Statement or is not LA1-69935.2 reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect. (e) As of the date hereof, the City is not in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and, as of the date hereof, except as disclosed in the Official Statement, the authorization, execution and delivery of the City Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents. (f) As of the date hereof, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened (i) in any way questioning the existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby, or contesting the powers of the City and its authority to make payments under the l Pase; (iii) which may result in any material adverse change relating to the City; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. LA1-69935.2 2 (g) All authorizations, approvals, licenses, permits, consents and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of its obligations in connection with, the City Documents have been duly obtained or made. (h) The representations, warranties and covenants of the City contained in the Purchase Contract are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof. (i) The City has complied with all the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the date hereof. LAI-69935.2 3 IN WITNESS WHEREOF, the undersigned has executed this Certificate this March 23, 1994. CITY OF ANA By � �-- David N. Ream, City Manager LA1-69935.2 4 SIGNATURE AND INCUMBENCY CERTIFICATE OF THE CITY We, the undersigned hereby certify that we are, respectively, the Mayor (the "Mayor"), the City Manager (the "City Manager") and the City Clerk (the "City Clerk") of the City of Santa Ana (the "City"), and that at all times since January 1, 1994, have held the offices set forth opposite our respective names. Neither the existence of the City nor the title of any of the officers whose names are set forth below to their respective offices is being contested. Dated: March 23, 1994 Signature Name Official Title /' / DANIEL H. YOUNG Mayor _1„ DAVID N. REAM City Manager - -- JANICE C. GUY City Clerk IA1-69935.2 CERTIFICATE OF MERIDIAN TRUST COMPANY OF CALIFORNIA AS TRUSTEE The undersigned, on behalf of Meridian Trust Company of California, a banking corporation (the "Trustee") under the Indenture dated as of March 1, 1994 (the "Indenture"), by and between the Santa Ana Financing Authority (the "Authority") and the Trustee, hereby states: (a) that he is a duly authorized signatory of the Trustee and as such is authorized to make the representations contained herein; (b) that the Trustee is duly organized and existing as a banking corporation under the laws of the State of California, having the full corporate power and authority to enter into and perform its duties under the Indenture and the Assignment Agreement, dated as of March 1, 1994, by and between the Trustee and the Santa Ana Financing Authority (the "Assignment Agreement" and together with the Indenture, the "Trustee Documents"); (c) the Trustee is duly authorized to enter into the Trustee Documents and the undersigned has duly executed and delivered the Trustee Documents and assuming due authorization and execution by the other parties thereto, the Trustee Documents are legal, valid and binding upon the Trustee, and enforceable against the Trustee in accordance with their terms; (d) that, to the best knowledge of the undersigned, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the banking or trust powers of the Trustee that has not been obtained is or will be required for the execution and delivery of the Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds") or the consummation by the Trustee of its obligations under the Trustee Documents; and (e) the Bonds and the Indenture were duly authenticated, executed and delivered, respectively, by the undersigned by causing its duly authorized officer to authenticate, execute and deliver said documents. IN WITNESS WHEREOF, the undersigned has executed this Certificate this March 23, 1994. MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authoriz Signatory LA1-69935.3 MERIDIAN TRUST COMPANY OF CALIFORNIA SECRETARY'S CERTIFICATE I, Judy Davis, do hereby certify that: (i) I am the duly elected Assistant Secretary of Meridian Trust Company of California, a California trust company (the "Company"); (ii) attached hereto as Exhibit "A" is a copy of the Articles of Incorporation of the Company, as such Articles exist as of the date hereof; (iii) attached hereto as Exhibit "B" is a true and correct copy of a Certificate of Authorization issued to the Company by the California Superintendent of Banks, which Authorization has not been amended or rescinded and is in full force and effect as of the date hereof; (iv) attached hereto as Exhibit "C" is a true, correct and complete copy of the Bylaws of the Company, and as such Bylaws exist as of the date hereof; (v) attached hereto as Exhibit "D" is a true, correct, and complete copy of the Signing Authority adopted by action of the Board of Directors of the Company and presently in effect whereby Vice Presidents, Assistant Vice Presidents, Account Officers, Assistant Account Officers, and Real Estate Officers are authorized, except as expressly limited therein, to execute, sign and deliver any instrument or document on behalf of the Company in connection with the exercise of any fiduciary or agency powers; (vi) attached hereto as Exhibit "E" is a list of the persons who, as of the date hereof, are certain duly elected officers of the Company, which list sets forth the title and signature of each such officer next to his or her typed name, with which signatures I am personally familiar and do certify as to their authenticity; and (vii) the serving by the Company in the capacities required in connection with the transaction described in Exhibit "F" attached hereto has, as of the date hereof, been duly approved by the Company; (viii) there are no proceedings pending or contemplated for the dissolution of the Company. IN WITNESS WHEREOF, I have hereunto executed this Certificate as Assistant Secr of the Company and affixed the seal of this Company this rceday of , 1994. Judy Day , Assis t Secretary (Corporate Seal) Meridian Trust Company of California ONE WORLD TRADE CENTER BROWN WOOD O O D & YY 615 CONNECTICUT AVENUE,N.'✓J. NEW vO RK. N.Y. 1 0048-05 5 7 WASHINGTON. D.C. 20006-4004 TELEPHONE: 212-839-5300 FACSIMILE: 212-639-5599 10900 WILSHIRE BOULEVARD TELEPHONE: 202-973-0600 FACSIM ILE: 202-223-0485 Los ANGELES, CALIFORNIA 90024-3959 555 CALI FORNIA STREET 172 WEST STATE STREET SAN FRANCISCO, CA. 94104-1715 TELEPHON E: 310-443-0200 TRENTON, N.J. 06608-1104 TELEPHONE: 415-772-1200 FACSIM ILE: 310-208-5740 TELEPHONE: 609-393-0303 FACSIMILE: 415-397-4621 FACSIMILE: 609-393-1 990 SHIROYAMA JT MORI BUILDING. STH FLOOR 3-1, TORANOMON 4-CHOME, MINATO-KU BLACKWELL HOUSE TOKYO 105, JAPAN GUILDHALL YARD TELEPHONE: 03-5472-5360 LONDON EC2V 5AB TELEPHONE:03-5472-5058 071-606-1888 FACSIMILE: 07 1-796-1 807 PRELIMINARY BLUE SKY SURVEY $105, 000, 000 (Approximate) SANTA ANA FINANCING AUTHORITY Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A February 25, 1994 SMITH BARNEY SHEARSON INC. PRUDENTIAL SECURITIES INCORPORATED RAUSCHER PIERCE REFSNES INC. c/o Smith Barney Shearson Inc. 333 South Grand Street, 51st Floor Los Angeles, California 90071 Ladies and Gentlemen: In connection with the proposed offering of approximately $105, 000, 000 aggregate principal amount of Police Administration and Holding Facility Lease Revenue Bonds, Series. 1994A (the "Bonds") , of the Santa Ana Financing Authority (the ."Authority" ) , we submit herewith our survey which indicates the jurisdictions in which the Bonds may be sold by you as the Underwriters and by any other dealers or brokers in compliance with the "blue sky" or securities laws of such jurisdictions . We have prepared this survey as attorneys admitted to practice in California and have not obtained opinions of local counsel in other jurisdictions. Our survey is based upon an examination of the statutes-and; reguiations, if any, of the various jurisdictions as reported in standard compilations, upon interpretive advice obtained from representatives of certain securities commissions and upon the information contained in the current form of the preliminary official statement relating to the Bonds furnished by the Authority. Our survey is based further upon the fact that the Authority is a joint powers agency organized under the laws of the State of California. Our survey is also based upon advice from Municipal Bond Investors Assurance Corporation, which has unconditionally guaranteed payment of principal and interest on the Bonds, as to the jurisdictions in which that insurer is authorized to do business. Our survey is subject to the broad discretionary powers of securities commissioners or other authorized officials to withdraw or deny the exempt status accorded by statute to particular classes of securities, to require additional information and to issue stop orders or to revoke or to suspend permits where they have been granted. Our survey does not purport to cover the requirements or restrictions, if any, with respect to advertising matter. In those jurisdictions where persons registered or licensed as dealers or brokers may sell the Bonds, it is assumed that such persons have complied with applicable statutes and regulations concerning dealers or brokers and concerning the registration or licensing of salesmen. Any statement in our survey with respect to sales to banks, savings institutions, trust companies, insurance companies or the like refers only to the requirements of the securities laws relating to such sales and does not purport to cover the question of whether the Bonds will be legal for investment by such institutions. Very truly yours, BROWN & WOOD 2 $105, 000, 000 (Approximate) SANTA ANA FINANCING AUTHORITY Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A PRELIMINARY BLUE SKY SURVEY PART I SALES TO THE PUBLIC A. Our survey indicates that the Bonds may be sold to the public in the following jurisdictions without registration or other filings relating thereto by reason of available exemptions or otherwise, subject to the specific requirement that the sellers must be registered or licensed as dealers or brokers therein: Alabama Kansas Oklahoma Alaska Kentucky Oregon Arizona Louisiana Pennsylvania Arkansas Maine Puerto Rico California Maryland Rhode Island Colorado Massachusetts South Carolina Connecticut Michigan South Dakota Delaware Mississippi Tennessee District of Missouri Texas Columbia Montana Utah Florida Nebraska Vermont Georgia Nevada Virginia Hawaii New Jersey Washington Idaho New Mexico West Virginia Illinois North Carolina Wisconsin Indiana North Dakota Wyoming Iowa Ohio 1 B. Our survey indicates that in New York certain action must be taken to establish an exempt status for the Bonds for sale to the public by dealers or brokers registered or licensed therein. Such action is being taken and, before any of the Bonds are sold in this jurisdiction, inquiry should be made of Smith Barney Shearson Inc. as to whether the action required to be taken has been completed. C. No action is being taken to qualify the Bonds for sale to the public in the following jurisdictions: Minnesota New Hampshire PART II EXEMPT TRANSACTIONS Our survey indicates that the Bonds may be sold in the following jurisdictions to the institutions or persons noted below without registration or other filings therein relating to the Bonds and without the sellers thereof being required to be registered or licensed as dealers or brokers therein, except as otherwise indicated: Alabama To any bank, savings institution, credit union, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Alaska To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Alaska and effects transactions in Alaska exclusively with or through such persons or institutions. Arizona To any bank, savings institution, insurance company, dealer, any agency or instrumentality 2 of the United States or of a state, or to any person a principal part of whose business consists of buying securities . Arkansas To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Arkansas and effects transactions in Arkansas exclusively with or through such persons or institutions . California To any broker-dealer, bank, savings and loan association, trust company, insurance company, investment company registered under the Investment Company Act of 1940, pension or profit-sharing trust (other than an individual retirement account) ; any organization described in section 501 (c) (3) of the Internal Revenue Code, as amended December 29, 1981, which has total assets (including endowment, annuity and life income funds) of not less than $5, 000, 000 according to its most recent audited financial statement; any corporation which has a net worth on a consolidated basis according to its most recent audited financial statement of not less than $14, 000, 000; any wholly-owned subsidiary of any of the foregoing institutional investors; or to the federal government, any agency or instrumentality of the federal government, any corporation wholly owned by the federal government, any state, any city, city and county, or county, or any agency or instrumentality of a state, city, city and county, or county, or any state university or state college, and any retirement system for the benefit of employees of any of the foregoing; provided that the person making the sale, if not registered, is registered as a broker or dealer under the Securities Exchange Act of 1934, has not previously had any certificate denied or revoked under the California Corporate Securities Law of 1968 or any predecessor statute, has no place of business in California and does not direct offers to sell or buy into California in any 3 manner to persons or institutions other than the foregoing. Colorado To any depository institution, insurance company, separate account of an insurance company, investment company or business development company as defined in the Investment Company Act of 1940, private business development company as defined in the Investment Advisers Act of 1940, employee pension, profit-sharing or benefit plan (if the plan has total assets in excess of $5, 000, 000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, a depository institution or an insurance company) , any entity, other than an individual, a substantial part of whose business activities consists of investing, purchasing, selling or trading in securities of more than one issuer and not of its own issue and that has total assets in excess of $5, 000, 000 at the end of its latest fiscal year, small business investment company licensed by the Small Business Administration, or other institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934, has no place of business in Colorado and effects transactions in Colorado exclusively with or through such persons or institutions. Connecticut To any state bank and trust company, national banking association, savings bank, savings and loan association, federal savings and loan association, credit union, federal credit union, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Connecticut and effects transactions in Connecticut 4 exclusively with or through such persons or institutions. Delaware To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Delaware and effects transactions in Delaware exclusively with or through such persons or institutions. District of Columbia To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in the District of Columbia and effects transactions in the District of Columbia exclusively with or through such persons or institutions. Florida To any bank or trust company, whether acting in its individual or fiduciary capacity, savings institution, insurance company, dealer, regulated investment company, or to any pension or profit-sharing plan having assets of not less than $500, 000 . Georgia To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of' 1940, real estate investment trust, small business investment corporation, pension or profit-sharing plan or trust, or other financial institution, or to any dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Hawaii To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any dealer, whether the purchaser is 5 acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Hawaii and effects transactions in Hawaii exclusively with or through such persons or institutions . Idaho To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Idaho and effects transactions in Idaho exclusively with or through such persons or institutions. Illinois To any corporation, bank, savings bank, savings institution, trust company, insurance company, building and loan association, dealer, pension fund or pension trust, employees' profit sharing trust, other financial institution or institutional investor, any government or political subdivision or instrumentality thereof, whether the purchaser is acting for itself or in some fiduciary capacity, or to any partnership or other association engaged as a substantial part of its business or operations in purchasing or holding securities, or to any trust in respect of which a bank or trust company is trustee or co-trustee or to any entity in which at least 90% of the equity is owned by persons described above or "accredited investors, " or to any employee benefit plan as defined. Indiana To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Indiana and effects transactions in Indiana exclusively with such persons or institutions. Iowa To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other 6 financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Iowa and effects transactions in Iowa exclusively with or through such persons or institutions. Kansas To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer or underwriter. Kentucky To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Louisiana To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, real estate investment trust, small business investment corporation, pension or profit-sharing plan or trust, other financial institution, or to any dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Maine To any depository institution or depository institution holding company; insurance company; separate account of an insurance company; investment company or business development company as defined in. the Investment Company Act of 1940; any entity, other than a natural person, a substantial part of whose business consists of investing, purchasing, selling or trading in securities of more than one issuer and not of its own issue and that has gross assets in excess of $1, 000, 000 at the end of its latest fiscal year; any employee pension and profit-sharing or benefit plan meeting certain conditions; small business investment company licensed by the Small Business Administration; or any entity organized and operated not for profit as described in section 501 (c) (3) of the Internal Revenue Code with total assets in 7 excess of $5, 000, 000 ; whether the purchaser is acting for itself or others in a fiduciary capacity; or to any broker-dealer; provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934 and effects transactions in Maine exclusively with or through such persons or institutions. Maryland To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Maryland and effects transactions in Maryland exclusively with or through such persons or institutions. Massachusetts To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Massachusetts and effects transactions in Massachusetts exclusively with or through such persons or institutions. Michigan To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust the assets of which are managed by an institutional manager, the state treasurer, other financial institution, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Michigan and effects transactions in Michigan exclusively with or through such persons or institutions. Minnesota To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other 8 financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not registered, has no place of business in Minnesota and effects transactions in Minnesota exclusively with or through such persons or institutions . Mississippi To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not registered, has no place of business in Mississippi and effects transactions in Mississippi exclusively with or through such persons or institutions. Missouri To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Missouri and effects transactions in Missouri exclusively with or through such persons or institutions . Montana To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other ' financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity. Nebraska To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity. 9 Nevada To any depository institution, insurance company, separate account of an insurance company, investment company as defined in the Investment Company Act of 1940, employee pension, profit-sharing or benefit plan (if the plan has total assets in excess of $5, 000, 000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, a depository institution or an insurance company) , and any other institutional buyer, whether the purchaser is acting for itself or in some fiduciary capacity, or to any broker-dealer, provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934, has no place of business in Nevada and effects transactions in Nevada exclusively with or through such persons or institutions. New Hampshire To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not registered, has no place of business in New Hampshire and effects transactions in New Hampshire exclusively with or through such persons or institutions. New Jersey To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, effects transactions in New Jersey exclusively with or through such persons or institutions. New Mexico To any depository institution, insurance company, separate account of an insurance company, investment company or business 10 development company as defined in the Investment Company Act of 1940, employee pension, profit-sharing or benefit plan meeting certain conditions, small business investment company licensed by the Small Business Administration, any other financial or institutional investor as the Director of the Securities Division by rule or order designates including, but not limited to, any entity, other than a natural person, which is directly engaged in the business of, and derives at least 80% of its annual gross income from, investing, purchasing, selling or trading in securities of more than one issuer and not of its own issue, and that has gross assets in excess of $5, 000, 000 at the end of its latest fiscal year, any entity organized and operated not for private profit as described in section 501 (c) (3) of the Internal Revenue Code with total assets in excess of $5, 000, 000, any state, political subdivision of a state or any agency or corporate or other instrumentality of a state or a political subdivision of a state, whether the purchaser is acting for itself or others in a fiduciary capacity, or to any broker-dealer, provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934, has no place of business in New Mexico and effects transactions in New Mexico exclusively with or through such persons or institutions . North Carolina. To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in North Carolina and effects transactions in North Carolina exclusively with or through such persons or institutions. A person registered as a dealer in North Carolina may sell to any corporation which has a net worth in excess of $1, 000, 000 as determined by generally accepted accounting principles in addition to the foregoing persons and institutions. North Dakota. . . To any bank, savings institution, trust company, insurance company, investment company as 11 defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any dealer. Ohio To any dealer. A person licensed as a dealer in Ohio may sell to any corporation, bank, trust company, building and loan association, savings association, insurance company, pension fund or trust, employees' profit-sharing fund or trust, any association engaged, as a substantial part of its business or operations, in purchasing or holding securities, or to any trust in respect of which a bank, trust company, building and loan association or savings association is trustee or co-trustee, or to any dealer. Oklahoma To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Oklahoma and effects transactions in Oklahoma exclusively with or through such persons or institutions . Oregon To any bank, savings institution, trust company, insurance company, investment company, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, mortgage broker or mortgage banker, whether the purchaser is acting for itself or in a fiduciary capacity when the purchaser has discretionary authority to make investment decisions . Pennsylvania To any bank, insurance company, pension or profit-sharing plan or trust, investment company as defined in the Investment Company Act of 1940, other financial institution or any person, other than an individual, which controls any of the foregoing, the federal government, the state or any agency or political subdivision thereof, or any other person so designated by regulation of the Pennsylvania Securities Commission, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, 12 provided that the person making the sale, if not registered, has no place of business in Pennsylvania and effects transactions in Pennsylvania exclusively with or through such persons or institutions . Puerto Rico. . . . To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Companies Act of Puerto Rico, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Puerto Rico and effects transactions in Puerto Rico exclusively with or through such persons or institutions . Rhode Island. . . To any depository institution, insurance company, separate account of an insurance company or investment company as defined in the Investment Company Act of 1940, employee pension, profit-sharing or benefit plan (if the plan has total assets in excess of $5, 000, 000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, a depository institution or an insurance company) , or other institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not licensed, is registered as a broker or dealer under the Securities Exchange Act of 1934, has no place of business in Rhode Island and effects transactions in Rhode Island exclusively with or through such persons or institutions . South Carolina. To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in South 13 Carolina and effects transactions in South Carolina exclusively with or through such persons or institutions . South Dakota To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity, provided that the person making the sale, if not registered, has no place of business in South Dakota and effects transactions in South Dakota exclusively with or through such persons or institutions. Tennessee To any bank, trust company, insurance company, investment company registered under the Investment Company Act of 1940, any holding company which controls any of the foregoing, any trust or fund over which any of the foregoing has or shares investment discretion, or any other person (other than a broker-dealer) engaged as a substantial part of its business in investing in securities, in each case having a net worth in excess of $1, 000, 000, or to any broker-dealer, provided that the person making the sale, if not registered, is registered as a broker or dealer with the Securities and Exchange Commission or is a member of the National Association of Securities Dealers, Inc. , has no place of business in Tennessee and effects transactions in Tennessee exclusively with or through such persons or institutions. Texas To any bank, trust company, building and loan association, insurance company, surety or guaranty company, savings institution, investment company as defined in the Investment Company Act of 1940, small business investment company as defined in the Small Business Investment Act of 1958, or to any registered dealer actually engaged in buying and selling securities . Utah To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser 14 is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Utah and effects transactions in Utah exclusively with or through such persons or institutions . Vermont To any registered or exempt broker-dealer in Vermont which is registered under the Securities Exchange Act of 1934 , provided that the person making the sale, if not registered in Vermont, has no place of business therein and effects transactions in Vermont exclusively with such persons . A person registered as a broker-dealer in Vermont may sell to any depository institution, insurance company, separate account of an insurance company, investment company as defined in the Investment Company Act of 1940, any employee pension, profit-sharing or benefit plan meeting certain conditions, or other financial institution or institutional buyer which qualifies as an "accredited investor" under Regulation D of the Securities and Exchange Commission or to any other institutional buyer as the Commissioner of Banking and Insurance may add by rule or order, whether the purchaser is acting for itself or in a fiduciary capacity. Virginia To any corporation, investment company or pension or profit-sharing trust or to any broker-dealer. Washington To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity. West Virginia To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in West Virginia and effects transactions in West 15 Virginia exclusively with or through such persons or institutions . Wisconsin To any bank, savings institution, credit union, trust company, insurer, broker-dealer, investment adviser or savings and loan association, if the purchaser or the prospective purchaser is acting for itself or as trustee with investment control, or to an investment company as defined under 15 USC 80a-3 , or a pension or profit-sharing trust, or to the state or any of its agencies or political subdivisions, or to the federal government or any of its agencies or instrumentalities, or to any financial institution or institutional investor designated by rule or order of the Commissioner, including any endowment or trust fund of a charitable organization specified in section 170 (b) (1) (A) of the Internal Revenue Code, any issuer which has any class of securities registered under section 12 of the Securities Exchange Act of 1934 (and any wholly-owned subsidiary thereof) , any small business investment company licensed under the Small Business Investment Act of 1958 and any corporation, partnership or association that has been in existence for five years or whose net assets exceed $250, 000 and either whose principal purpose as stated in its articles, by-laws or other organizational instruments is investing in securities or whose primary business is investing in developmental stage companies or eligible small business companies as defined in the regulations of the Small Business Administration at 13 CFR 108 .2, provided that the person making the sale, if not registered, effects transactions in Wisconsin exclusively for the account of, or exclusively in offers to sell or sales to, such persons or institutions. Wyoming To any bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to any broker-dealer, whether the purchaser is acting for itself or as trustee, provided that the person making the sale, if not registered, has no place of business in Wyoming and effects transactions in Wyoming 16 exclusively with or through such persons or institutions . 17 • ONE WORLD TRACE CENTER BROWN & WOOD DID CONNECTICUT AVENUE.N.W. NEW YORK, NY. ) WASHINOTON. D.C. 20006-4004 TELEPHONE: 21E-639-5300 TELEPHONE: 202•073-0800 FACSIMILE: 112-639-5S99 555 CALIFORNIA STREET FACSIMILE: 202-223.048E SAN FRANCISCO, CA. 94104-1715 ne WEST STATE STREET 10000 WILSHIRE SOULEVARO LOS ANGELES, CA, 00024-3059 TELEPHONE:415-772-1200 TRENTON, N.J. 05005.1104 TELEPHONE: 310-443-0200 FACSIMILE:415.397-4621 TELEPHONE: S00-393-0303 FACSIMILE:509U93-I9DO FACSIMILE: 110-YOB-B NO SHIROYAMAJT MORI SUILDINO, ISTH FLOOR SLACEWELL MOUSE 3-1, TORANOMON 4-CMOME, MINATO-KU GUILDHALL YARD TOKYO 108, JAPAN LONDON tC2V SAS TELEPHONE: 03-5472-5360 TELEPHONES 071-606-1566 FACSIMILE, 071-JD6-ISO) FACSIMILE: OY84)2.5065 SUPPLEMENTAL BLUE SKY SURVEY $107, 399, 438 . 50 SANTA ANA FINANCING AUTHORITY Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A March 23 , 1994 SMITH BARNEY SHEARSON INC. PRUDENTIAL SECURITIES INCORPORATED RAUSCHER PIERCE REFSNES INC. c/o Smith Barney Shearson Inc. 333 South Grand Street, 51st Floor Los Angeles, California 90071 Ladies and Gentlemen: We wish to supplement our Preliminary Blue Sky Survey dated February 25, 1994 (the "Preliminary Survey") relating to the proposed sale of approximately $105, 000, 000 aggregate principal amount of Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds") , of the Santa Ana Financing Authority. No action was taken by us to permit the sale of the Bonds to the public in New York. Consequently, sales may not be made to the public therein. In all other respects, the Preliminary Survey remains unchanged. Very truly yours, BROWN & WOOD 17000\00123\11849.1 2 • SECRETARY'S CERTIFICATE I, JANICE C. GUY, Secretary of the Santa Ana Financing Authority (the "Authority"), hereby certify as follows: Attached hereto as Exhibit A is a full, true and correct copy of Resolution No. 94-001 SAFA, adopted on February 22, 1994, during a meeting of the Authority. Such meeting was duly and legally held at the regular meeting place of the Authority. All of the members of the Authority had due notice of such meetings and a majority thereof were present at such meeting. I have carefully compared the same with the original minutes of said meetings on file and of record in my office, and the foregoing is a full, true and correct copy of the resolution adopted at the said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its respective adoption, and the same is now in full force and effect. Attached hereto as Exhibit B is a full, true, and correct copy of the Joint Exercise of Powers Agreement, dated as of March 1, 1993, by and between the City of Santa Ana and the Redevelopment Agency of the City of Santa Ma. Such document has not been amended, modified or rescinded since the date of its execution, and the same is now in full force and effect. Attached hereto as Exhibit C is a full, true and correct copy of the original By-laws of the Authority, dated August 2, 1993, and that said By-laws have not been modified, amended or rescinded since the date of their adoption, and the same are now in full force and effect. Dated: March 23, 1994. Z . Janice C. Guy, Secretary of the Santa Ana Financing Authority LAI-69935.2 EXHIBIT A PLEASE SEE TAB#14 IN THIS TRANSCRIPT FOR RESOLUTION NO. 94-001 SAFA LA1-63221.5 EXHIBIT B JOINT EXERCISE OF POWERS AGREEMENT LA1-63221.5 JOINT EXERCISE OF POWERS AGREEMENT by and between the CITY OF SANTA ANA and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA creating the SANTA ANA FINANCING AUTHORITY Dated as of August 1, 1993 [A145527.2 JOINT EXERCISE OF POWERS AGREEMENT THIS AGREEMENT, dated as of May 1, 1993 (this "Agreement") , by and between the CITY OF SANTA ANA, a charter city duly organized and existing under the Constitution and laws of the State of California (the "City") , and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic, duly organized and existing under the laws of the State of California (the "Agency") , WITNESSET H: WHEREAS, Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act") authorize the City and the Agency to create a joint exercise of powers entity (the "Santa Ana Financing Authority" or the "Authority") which has the power to jointly exercise any powers common to the City and the Agency and to exercise the powers granted to it under the Act; WHEREAS, the City and the Agency are each empowered by law to undertake certain projects and programs; WHEREAS, the City is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for certain public purposes pursuant to the Government Code of the State of California; WHEREAS, the Agency is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for any of its corporate purposes pursuant to the IA145527.2 provisions of the Community Redevelopment Law of the State of California; WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Marks-Roos Local Bond Pooling Act of 1985") authorizes and empowers the Authority to issue bonds and to purchase bonds issued, or to make loans to, the Agency or the City for financing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the Agency or the City, as the case may be; WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell bonds so issued or purchased to public or private purchasers at public or negotiated sale; and WHEREAS, by this Agreement, the City and the Agency desire to create and establish the Santa Ana Financing Authority for the purposes set forth herein and to exercise the powers described herein; NOW, THEREFORE, the City and the Agency, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: SECTION 1. DEFINITIONS Unless the context otherwise requires, the terms defined in this Section 1 shall for all purposes of this Agreement have the meanings herein specified. LA1455272 2 Act The term "Act" shall mean Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, including the Marks-Roos Local Bond Pooling Act of 1985, as amended. Agency The term "Agency" shall mean the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. Authority The term "Authority" shall mean the Santa Ana Financing Authority created by this Agreement. Board The term "Board" shall mean the governing board of the Authority. Bond Purchase Agreement The term "Bond Purchase Agreement" shall mean an agreement of the Authority to purchase bonds or any other evidence of indebtedness of the Agency or the City solely from funds received from the Authority's simultaneous sale of such bonds or any other evidence of indebtedness to the purchaser or purchasers named therein, on the terms and conditions set forth therein. LA145527.2 3 Bonds The term "Bonds" shall mean bonds and any other evidence of indebtedness of the Authority authorized and issued pursuant to the Act. City The term "City" shall mean the municipal corporation known as the City of Santa Ana, a general law city duly organized and existing under and by virtue of the constitution and laws of the State of California. Law The term "Law" means the Community Redevelopment Law of the State of California (being Part I of Division 24 of the Health and Safety Code of the State of California, as amended) and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and all laws amendatory thereof or supplemental thereto. SECTION 2 . PURPOSE This Agreement is made pursuant to the Act and for the purpose of assisting in the financing and refinancing pf certain redevelopment activities of the Agency and certain public programs and projects of the City, and for the purpose of aiding in the financing and refinancing of public capital improvements as defined in the Act, by exercising the powers referred to in the recitals hereof and described in Section 5 herein. LAI45527.2 4 SECTION 3 . TERM Subject to the provisions of Section 16, this Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated by agreement of the Agency and the City. SECTION 4 . AUTHORITY A. Creation of Authority There is hereby created pursuant to the Act an agency and public entity to be known as the "Santa Ana Financing Authority. " As provided in the Act, the Authority shall be a public entity separate from the City and the Agency. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the City or the Agency. Within 30 days after the effective date of this Agreement or any amendment hereto, the Authority will cause a notice of this Agreement or any such amendment to be prepared and filed with the office of the Secretary of State of the State of California in the manner set forth in Section 6503 .5 of the Act. B. Governing Board The Authority shall be administered by the Board whose members shall be, at all times, the Mayor of the City and the members of the City Council. The term of office of any member of the Board shall terminate when such member of the Board shall cease to be the Mayor or a member of the City Council; and the successor to the Mayor or such member of the City Council shall thereupon become a member of the Board. r.ni-45527.2 5 1 ' Members of the Board shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a member if the Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose. C. Meetings of Board (1) Regular Meetings. The, Board shall hold at least one regular meeting each year, and, by resolution, may provide for the holding of regular meetings at more frequent intervals. The date upon which, and the hour and place at which, each such regular meeting shall be held shall be fixed by resolution of the Board. (2) Legal Notice. All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (Sections 54950-54961) ) or any successor legislation hereinafter enacted. (3) Minutes. The secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the City and the Agency. (4) Ouorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. LAI45527.2 6 D. Officers; Duties; Bonds (1) The Officers of the Authority shall be the Chair, Vice-Chair, Executive Director, Secretary, Treasurer and Controller. With the exception of the Treasurer and Controller, the officers of the Authority shall be the persons serving in those offices of the City specified in the By-Laws of the Authority adopted by the Board and shall have the powers vested in them pursuant to such By-Laws and such other powers as may be granted by 'the Board from time to time by resolution. (2) The Executive Director/Finance and Management Services Agency of the City is hereby designated as Treasurer of the Authority. Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505. 5 of the Act. (3) The Executive Director/Finance and Management Services Agency is hereby designated as Controller of the Authority, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Act. The Controller shall draw checks to pay demands against the Authority when such demands have been approved by the Authority. (4) - The City shall determine the charges to be made against the Authority for the services of the Treasurer and Controller. LAI-45527.2 7 (5) The Treasurer and Controller of the Authority are designated as the public officers or persons who have charge of, handle, or have access to any property of the Authority, and each such officer shall file an official bond in the amount of $25, 000 as required by Section 6505. 1 of the Act; provided, that such bond shall not be required if the Authority does not possess or own property or funds with an aggregate_ value of greater than $500. 00 (excluding amounts held by a trustee or other fiduciary in connection with any Bonds) . (6) The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants. SECTION 5. POWERS The Authority shall have such powers as may be exercised under the Act in order to assist the City and the Agency in financing capital improvements, working capital, liability and other insurance needs or projects wherever the City or the Agency, as the case may be, shall determine that there are significant public benefits to be derived from such assistance. The Authority shall have the power to purchase, with the amounts received or to be received by it pursuant to a Bond Purchase Agreement, bonds issued by the Agency under the Law or bonds or other evidences of indebtedness issued by the City at public or negotiated sale, for the purposes set forth in Section 2 hereof, all in accordance with the Act. Any such bonds or other evidences of indebtedness so purchased may be held by the Authority LA145527.2 8 or sold to public or private purchasers at public or negotiated sale, in whole or in part. The Authority shall set any other terms and conditions on any purchase or sale of bonds or other evidences of indebtedness contemplated herein as it deems to be necessary, appropriate and in the public interest, in furtherance of the Act. The Authority shall have the power, in its own name, to by, sell or lease property and to issue, sell and deliver Bonds for any purpose authorized under the Act. The Authority is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the following: to make and enter into contracts; to employ agents and employees; and to sue and be sued in its own name. Except as otherwise provided herein, such power shall be exercised subject only to such restrictions upon the manner of exercising such power as are imposed upon the City in the exercise of similar powers, as provided in Section 6509 of the Act. Notwithstanding the foregoing, the Authority shall have any additional powers conferred under the Act or under .applicable law, insofar as such additional powers may be necessary to accomplish the purposes set forth in Section 2 hereof. SECTION 6. TERMINATION OF POWERS Subject to the provisions of Section 16, the Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement or until the City and the Agency shall have mutually rescinded this Agreement. IA145527.2 9 SECTION 7 . FISCAL YEAR Unless and until changed by resolution of the Board, the fiscal year of the Authority shall be the period from July 1 of each year to and including the following June 30, except for the first fiscal year which shall be the period from the date of this Agreement to June 30, 1993 . SECTION 8 . DISPOSITION OF ASSETS At the end of the' term hereof or upon the earlier termination of this Agreement as set forth in Section 6 hereof, all assets of the Authority shall be distributed to the respective grantors and assignors thereof. SECTION 9. CONTRIBUTIONS AND ADVANCES Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by the City and the Agency for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution. Any such advance shall be made subject to repayment, and shall be repaid, in the manner agreed upon by the City or the Agency, as the case may be, and the Authority at the time of making such advance. It is mutually understood and agreed that neither the City nor the Agency has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though either may do so. The City or the Agency may allow the use of personnel, equipment or property in lieu of other contributions or advances to the Authority. IAlr5527.2 10 SECTION 10. AGREEMENT NOT EXCLUSIVE This Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and the Agency, except as the terms of this Agreement shall conflict therewith, in which case the terms of this Agreement shall prevail. SECTION 11. ACCOUNTS AND REPORTS The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and records of the Authority shall be open to inspection at all reasonable times by the City and the Agency and their representatives. The Authority shall give an audited written report of all financial activities for each fiscal year to the City and the Agency within 210 days after the close of each fiscal year. The Controller of the Authority shall either make or contract with a certified public accountant or public accountant to make an annual audit of the accounts and records of the Authority. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally accepted auditing standards. When such an audit of any accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with the City and the Agency. Such report shall be filed within 12 months of the end of the fiscal year or years under examination. lA1A5527.2 11 Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants, in making an audit pursuant to this section shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for the purpose. In any year the Board may, by unanimous vote and with the unanimous approval of the City and the Agency, replace the annual special audit with an audit covering a two-year period. SECTION 12 . CONFLICT OF INTEREST CODE The Authority by resolution shall adopt a Conflict of Interest Code as required by law. SECTION 13. BREACH If default shall be made by the City or the Agency in any covenant contained in this Agreement, such default shall not excuse either the City or the Agency from fulfilling its obligations under this Agreement and the City and the Agency shall continue to be liable for the payment of contributions and the performance of all conditions herein contained. The City and the Agency hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the Agency hereby grant to the Authority the right to enforce by whatever lawful means the Authority deems appropriate all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. [A1-45527.2 12 • SECTION 14 . SEVERABILITY Should any part, term, or provision of this Agreement be decided by a court of competent jurisdiction to be illega]. or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. SECTION 15. SUCCESSORS; ASSIGNMENT This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither party may assign any right or obligation hereunder without the consent of the other. SECTION 16. AMENDMENT OF AGREEMENT This Agreement may be amended, and the Authority may be terminated or its powers may be changed, restricted or eliminated by supplemental agreement executed by the City and the Agency at any time; provided, that such supplemental agreement shall be subject to any obligations and restrictions contained in any Bonds or documents related to any Bonds to which the Authority is a party. SECTION 17. FORM OF APPROVALS Whenever an approval is required in this Agreement, unless the context specifies otherwise, it shall be given, in the case of the Agency, by resolution duly adopted by the members of the Agency, and, in the case of the City, by resolution duly adopted by the City Council of the City, and, in the case of the [AI-45527.2 13 • Authority, by resolution duly adopted by the Board. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. SECTION 18 . NOTICES Notices to the City hereunder shall be sufficient if delivered to the City Clerk and notices to the Agency hereunder shall be sufficient if delivered to the Secretary of the Agency. SECTION 19. SECTION HEADINGS All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. CITY OF SANTA ANA By [SEAL] oh Ap roved asifo ci :,^ At t: �{ City Clerk -77— City Manager COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By • Chair [SEAL] Secre ary APPROVED AS TO FORM LA1d3527.2 14 ED ARD COWER CITY Alit- EY EXHIBIT C BY-LAWS OF THE SANTA ANA FINANCING AUTHORITY LAI-63221.5 BY-LAWS OF THE SANTA ANA FINANCING AUTHORITY Adopted Auoust 2 , 1993 ARTICLE I. - THE AUTHORITY Section 1 . 01. Name. The official name of the Authority shall be the "Santa Ana Financing Authority" . Section 1 . 02 . Authority Board Members. The Authority shall be administered by a governing board (the "Board") whose members shall be, at all times, the Mayor of the City of Santa Ana (the "City") and the members of the City Council. The term of office of a member of the Board shall terminate when such member of the Board shall cease to be the Mayor or a member of the City Council; and the successor to the Mayor or such member of the City Council shall become a member of the Board. Section 1 . 03 . Office. The business office of the Authority shall be at 20 Civic Center Plaza, Santa Ana, California 92702, or at such other place as may be designated by the Board. Section 1. 04 . Compensation. Board members shall not be entitled to compensation but may receive their actual and necessary expenses, including traveling expenses incurred in the discharge of their duties as a Board member, but only when authorized by the Authority and if there are unencumbered funds available for such purpose. uI-45529.l -1_ ARTICLE II - OFFICERS Section 2 . 01. Officers . The Officers of the Authority shall be the Chair, Vice-Chair, Executive Director, Secretary, Treasurer and Controller. Section 2 . 02 . Chair. The Chair of the Authority shall be the member who is the Mayor of the City. The term of office for the Chair shall be the same as the term of the Mayor of the City. The Chair shall preside at all meetings of the Authority, and shall submit such information and recommendations to the Board as he or she may consider proper concerning the business, policies and affairs of the Authority. Section 2 . 03 . Vice-Chair. The Vice-Chair shall be the member who is the Mayor Pro-Tem of the City. The term of office shall be the same as the term of the Mayor Pro-Tem of the City. The Vice-Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation or death of the Chair, the Vice-Chair shall perform such duties as are imposed on the Chair, until such time as the members of the Board shall elect a new Chair or a new Mayor of the City is elected, whichever occurs first. Section 2.04 . Executive Director. The Executive Director shall be the person who is the City Manager of the City. The term of office shall be the same as the term of the City Manager of the City. The Executive Director shall serve as the chief executive officer of the Authority and shall be responsible for execution and supervision of the affairs of the Authority. IAI-45529.1 2 Except as otherwise authorized by resolution of the Board, the Executive Director or the Executive Director' s designee shall sign all contracts, deeds and other instruments executed by the Authority. Section 2 . 05 . Secretary. The Secretary shall be the person who is the Clerk of the Council and shall serve at the pleasure of the Authority. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. Section 2 . 06. Treasurer. Pursuant to the Joint Exercise of Powers Agreement, the Executive 'Director/Finance and Management Services Agency of the City shall be the Treasurer of the Authority, and shall perform the duties set forth in the Joint Exercise of Powers Agreement. Section 2 . 07 . Controller. Pursuant to the Joint Exercise of Powers Agreement, the Executive Director/Finance and Management Services Agency of the City shall be the Controller of the Authority, and shall perform the duties set forth in the Joint Exercise of Powers Agreement. Section 2 . 08. Election of Officers. Confirmation of officers shall be the first order of business at the first meeting of the Authority, regular or special, held in each calendar year. LA1-45529.1 3 Section 2 . 09 . Authority to Bind Authority . No member, officer, agent or employee of the Authority, without prior specific or general authority by a vote of the Board, shall have any power or authority to bind the Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount. ARTICLE III - EMPLOYEES AND AGENTS Section 3 . 01. Appointment of Employees and Agents. The Authority may from time to time request from the City or the Agency the services of such personnel, counsel or agents, permanent or temporary, as may be necessary to carry out the business and affairs of the Authority. The Board may in addition employ temporary professional and technical personnel on such terms and at such rates of compensation as the Board may determine, for the performance of Authority business and affairs, provided that adequate sources of funds are identified for the payment of such temporary professional and technical services. ARTICLE IV - MEETINGS Section 4 . 01. Regular Meetings. Regular meetings shall be held at the business office of the Authority, or at such other place as the Chair may designate, on dates and at a time as fixed by Resolution of the Authority. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be held on the next business day at the same time. At least 72 hours before a regular meeting, an agenda containing a brief general description IA1.45529.1 4 of each item of business to be transacted or discussed shall be posted at a location freely accessible to members of the public. The agenda shall specify the time and location of the regular meeting. No action shall be taken on any item not appearing on the posted agenda except as permitted by law. Section 4 . 02 . Special Meetings. A special meeting may be called at any time by the Chair or upon the request of two of the members of the Board by delivering written notice to each member and to each person or entity entitled by law to receive such notices. Notices to the Board shall be sufficient if delivered to the Secretary. Notices to other persons or entities entitled by law to receive notices must be delivered personally or by mail and must be received at least 24 hours before the time of such meeting as specified in the notice. The notice shall specify the time and place of the special meeting and the business to be transacted and shall be posted at least 24 hours prior to the special meeting in a location that is freely accessible to members of the public. No other business shall be considered at such meetings by the Board. Such written notice may be dispensed with as to any Board member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the time it convenes. Section 4 . 03 . Closed Sessions. Nothing contained in these bylaws shall be construed to prevent the Board from holding wA5529.1 - 5 closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session. Section 4 . 04 . Public Hearings. All public hearings held by the Board shall be held during regular or special meetings of the Board. Section 4 . 05 . Ad'iourninq Meetings and Continuing Public Hearings to Other Times or Places. The Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all Board members are absent from any regular meeting or adjourned regular meeting the Secretary or Acting Secretary of the Authority may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or recontinued to any subsequent meeting ui.5529.i .6 in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. Section 4 . 06. Meetings to be Open and Public. All meetings of the Board to take action or to deliberate concerning Authority business and its conduct shall be open and public. All persons shall be permitted to attend any such meetings except as otherwise provided or permitted by law and Section 43 of these bylaws. Section 4 . 07. Quorum. A majority of the members of the Board shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes, except that less than a quorum may adjourn from time to time until a quorum is obtained. Section 4 . 08. Order of Business. At the regular meetings of the Authority, the following shall be the general order of business: 1. Roll Call 2 . Approval of Minutes 3 . Reports 4. Unfinished Business 5. New Business 6. Matters Not Appearing on the Agenda LMA55291 7 7 . Adjournment Section 4 . 09 . Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert' s Rules of Order shall govern all meetings of the Authority, except as otherwise herein provided. ARTICLE V - AMENDMENTS Section 5 . 01. Amendments to By-Laws. These by-laws may be amended by the Board at any regular or special meeting by majority vote, provided that a description of the proposed amendment to any particular section is included in the notice of such meeting. u1.45529.1 8 SECRETARY'S CERTIFICATE I, JANICE C. GUY, Secretary of the Santa Ana Financing Authority (the "Authority"), hereby certify as follows: Attached hereto as Exhibit A is a full, true and correct copy of Resolution No. 94-001 SAFA, adopted on February 22, 1994, during a meeting of the Authority. Such meeting was duly and legally held at the regular meeting place of the Authority. All of the members of the Authority had due notice of such meetings and a majority thereof were present at such meeting. I have carefully compared the same with the original minutes of said meetings on file and of record in my office, and the foregoing is a full, true and correct copy of the resolution adopted at the said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its respective adoption, and the same is now in full force and effect. Attached hereto as Exhibit B is a full, true, and correct copy of the Joint Exercise of Powers Agreement, dated as of March 1, 1993, by and between the City of Santa Ana and the Redevelopment Agency of the City of Santa Ana. Such document has not been amended, modified or rescinded since the date of its execution, and the same is now in full force and effect. Attached hereto as Exhibit C is a full, true and correct copy of the original By-laws of the Authority, dated August 2, 1993, and that said By-laws have not been modified, amended or rescinded since the date of their adoption, and the same are now in full force and effect. Dated: March 23, 1994. 44194 jJanice C. G Secretary of the Santa Ana Financing Authority LA1-69935.2 EXHIBIT A RESOLUTION NO. 94-001 SAFA LA 1-63221.5 EXHIBIT A RESOLUTION NO. 94- 001-SAFA APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A GROUND LEASE, A LEASE, AN INDENTURE, AN ASSIGNMENT AGREEMENT AND A PURCHASE CONTRACT WITH RESPECT TO THE EXECUTION AND SALE OF SANTA ANA FINANCING AUTHORITY POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE BONDS, SERIES 1994A, AUTHORIZING THE EXECUTION OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $110, 000, 000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH, AUTHORIZING AND APPROVING EXECUTION OF NECESSARY DOCUMENTS AND RELATED ACTIONS. WHEREAS, the Santa Ana 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 lease certain real property (the "Parcels") to the Authority pursuant to a Ground Lease, dated as of March 1, 1994 (the "Ground Lease") ; and WHEREAS, the Authority has determined to sublease the Parcels and certain improvements thereon and to be constructed thereon, to the City pursuant to a Lease, dated as of March 1, 1994 (the "Lease") under the terms of which the City, as agent of the Authority, agrees to cause the acquisition and construction of certain police facilities and related improvements (the "Project") ; and WHEREAS, the City, pursuant to the Lease, is required to make certain base rental payments to the Authority; and WHEREAS, the Authority and the city have determined to enter into an Indenture, dated as of March 1, 1994 (the "Indenture") with Meridian Trust Company of California (the "Trustee") pursuant to which lease revenue bonds (referred to herein as the "Bonds") in an aggregate principal amount not to exceed $110, 000, 000 will be issued; and WHEREAS, the Authority will transfer its rights, title and interest in and to the Lease and the Ground Lease (other than i.A1-633'5.: 4099V-o-H\113-02'10'94 RESOLUTION 94-001 SAFA Page 2 its rights to indemnification and payment for its costs and expenses) to the Trustee for the benefit of the Owners of the Bonds, pursuant to an Assignment Agreement, dated as of March 1 , 1994 (the "Assignment Agreement") between the Authority and the Trustee; and WHEREAS, Smith Barney Shearson Inc. , as representative of the underwriters described therein (the "Underwriter" ) , has submitted to the Authority a proposed form of Purchase Contract to purchase the Bonds (such Purchase Contract, in the form presented to this meeting, with such changes, insertions or omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract") ; and WHEREAS, the Authority has been presented with a form of preliminary official statement (the "Preliminary Official Statement") to be distributed in connection with the public offering of the Bonds; and WHEREAS, there has been submitted to the Authority information and materials (including certain form documents) regarding various financing options available to the Authority regarding the Bonds, including AIRS (referred to as "Derivative Products") ; 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 . All of the recitals herein contained are true and correct and the Board so finds. Section 2 . The Lease, on file with the Secretary, in substantially the form submitted to this meeting and made a part LA1-63375.1 2 40990-9-3MB-02/03'94 RESOLUTION 94-001 SAFA Page 3 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 Lease in substantially said form, with such changes, insertions and omissions therein as such Officers and the Authority'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 Ground Lease, 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 Ground Lease 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 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 5. The Assignment 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 Assignment 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 Purchase Contract, 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, and the Officers are hereby authorized and directed individually, for and in the name and on behalf of the Authority, to execute and deliver the Purchase Contract in substantially such form, with such changes , insertions and omissions therein as such Officer executing the same and the Authority Counsel may require or approve, such LAI-63375.1 3 a'090.94. Nn JO3/9: • RESOLUTION 94-00 1SAFA Page 4 approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that such authority to execute the Purchase Contract is conditioned upon a net interest rate on the Bonds of not to exceed 6 . 75% per annum and an Underwriter's discount (exclusive of original issue discount) of not to exceed 1. 00% of the principal amount of the Bonds. Section 7. The execution and delivery of not to exceed $110, 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 8 . The form of Preliminary Official Statement, on file with the Secretary, with such changes therein as may be approved by the Executive Director and the Authority Counsel, is hereby approved and the use of the Preliminary Official Statement in connection with the offering and sale of the Certificates is hereby authorized and approved. An Officer is authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver a certificate deeming the Preliminary Official Statement final as of its date, except for certain final pricing and related information, for purposes of Securities Exchange Commission Rule 15c2-12 . Section 9 . The preparation and delivery of an Official Statement, and its use by the Underwriter in connection with the offering and sale of the Certificates, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by the Executive Director or the City Manager, such approval to be conclusively evidenced by the execution and delivery thereof . The Executive Director or the City Manager is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the final Official Statement and any amendment or supplement thereto and thereupon to cause the final Official Statement and any such amendment or supplement to be delivered to the Underwriter. Section 10. All 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; the execution and delivery of any and all certificates, requisitions and agreements; the conformation of LA1-63375.1 4 .I004,LS-wwµ-021m,94 RESOLUTION 94-001 SAFA Page 5 any and all documents to the requirements of the Purchase Contract, to the requirements of the municipal bond insurer or insurers, if any, and to the description of the Bonds set forth in the Official Statement; the execution and delivery of an auction agent agreement, market agent agreement, broker/dealer agreement or other documents required in connection with any AIRS, all such documents to follow the standard forms thereof with such changes therein as any of the Officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, and such other documents including but not limited to those described in the Purchase Contract as finally executed and delivered, 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, the Purchase Contract, the Official Statement, the Derivative Product documents, in each case as finally executed and delivered, this resolution and all related documents. The Authority hereby determines that the Derivative Products and related documents are each designed to reduce the amount or duration of payment, rate, spread, or similar risk and result in a lower cost of borrowing when used in combination with the issuance of the Bonds. Section 11. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 27nd day of February 1994 . Da ' 1 I . Young Chair ,an City of Santa Ana Jan . Gu , Secretary Cit of Santa Ana APPROVED AS TO FORM: Edward oer Authority Counsel BOARD MEMBERS : Young Aye Lutz Aye McGuigan Aye Mills Aye Moreno Aye Pulido Aye Richardson Absent LA1fi3375.1 5 409949-WN'13-02/03;94 RESOLUTION 94-001 SAFA Page 6 SECRETARY'S CERTIFICATE Janice C. Guy I, / , Secretary of the Santa Ana Financing Authority, hereby certify that the foregoing is a full , true and correct copy of a resolution duly adopted at a regular meeting of the Authority duly and regularly held at the regular meeting place thereof on the 22nd day of February, 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: Lutz, McGuigan, Mills, Moreno, Pulido, Young NOES: None ABSENT: Richardson An agenda of said meeting was posted at least 72 hours before said meeting at 22 civic, rtr pl7a, Santa Ana , 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: /- -41 , 1994 aireataelSAO JaniW., _ecretary THE FOREGOING DOCUMENT IS A FULL, TRUE&CORRECT COPY OF alit ORIGINAL ON FILE IN THIS OFFICE. ❑ THE ORIGINAL ON FILE IN ATTEST: AIL/ 79 BY APAWe • illet ^' u. Ci3Y' OF SAMiP ANA 1AI-63375.1 6 40990-9-W1KB-02/03'94 EXHIBIT B PLEASE SEP TAB#13 IN THIS TRANSCRIPT FOR THE JOINT EXERCISE OF POWERS AGREEMENT LAI-63221.5 • EXHIBIT C PLEASE SEE TAB#13 IN THIS TRANSCRIPT FOR THE BY-LAWS OF THE SANTA ANA FINANCING AUTHORITY LA 1-63221.5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: SPACE ABOVE THIS LINE FOR RECORDER'S USE St if wft OW28 of RICO long en %asntary of Start SACRAMENTO I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript of / page(s) prepared and in this office from the record on file, of which it purportswaspr toare be aby copy, and that it is full, true and correct. A 5t9,L OF IN WITNESS WHEREOF, I execute o� >a, this certificate and affix the Great m`: Seal of the State of C ornia this % gril'^: AUG 1 3 1W3 e / '.._... O o. Q' �. V V1 Y�/l(A c l t� SECMTATE For,LP 222A(Rev.9IW) 93 22 0 M.o. T Secretary of stare 1 =: §fate of CJatifarrtia �� {{arch ± +E Fauq u • 1 y< t ccrctary of +tnfr FILED lathe office of the Secretary of State NOTICE OF A JOINT POWERS AGREEMENT of the State of California (Government Code Section 6503.5 or 6503.7) AUG Z 31993 Instructions: WAttuA I. Complete and mail to: Secretary of State, 1WALN FUME EU,Secretary It Slate P.O. Box 704, Sacramento, CA 95812-0709 (916) 324-6778 2. Include filing fee of S5.00. (011ice Use Only) 3. Do not include attachments, unless otherwise specified. • The name of the agency or entity created under the agreement and responsible for the administration of the agreement is: SANTA ANA FINANCING AUTHORITY • Mailing address: 20 Civic Center Plaza, City Hall, 6th Floor, Santa Ana, California 92701 ' Provide a short title of the agreement if applicable: JI JOINT EXERCISE OF POWERS AGREEMENT The public agencies party to the agreement are (I) City of Santa Ana (2) Community Redevelopment Agency of the City of Santa Ana • (3)if more space is needed, continue d attach it to this form The effective date of the agreement is 11 , 1993 Provide a condensed statement of the agreement's purpose or the powers to be exercised: The purpose is to assist in the financing and refinancing of certain redevelopment activities and certain public programs and projects through th cise y of its lawful powers. signature David N. Ream, City Manager Typed Name and Title • see/state Form tP/S8.404 Rev.2/88 () u war RECORDING REQUESTED BY AND „" ,„ WHEN RECORDED MAIL TO: D SPACE ABOVE THIS LINE FOR RECORDER'S USE lit , X 'at e I I L mo. M/\ i ernes of II Narsb tong Ott II %etniarr of Blatt I SACRAMENTO • 1, MARCH FONG EU, Secretary of State of the State of California, hereby certify: I That the annexed transcript of ,v page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct. eye sE^ir` aF r F� IN WITNESS WHEREOF, I execute o i ta this certificate and affix the Great W �m '"' Seal of the State of California this � ��` Mats 1 3 1993 t w E �lrFOi-. t-- -of OQoCE °Ptosow • ,S, VVLY.t & U.Cs SEC/STATE Form LP 222A(Rev to M`ll ea 22480 I Fa a Secretary of State N r11'a...u�t ell -^4 f n, :I in ___._ ______ _ .0 � � Mate of (Latifornia -'. =_ ' � niarrti {6nttr +.0 ` `" FILED \s °� rrrr to nt of tithe office of to Secretary of State of the State of California STATEMENT OF FACTS AUG 13 1993 ROSTER OF PUBLIC AGENCIES FILING (Government Code Section 53051) Instructions: IWICH FONG W.Societe! 1 State 1. Complete and mail to: Secretary of State, P.O. Box 944225, Sacramento, CA 94244-2250 (916)324-677S • 2. A street address must be given as the official mailing address (Office Use Only) or as the address of the presiding officer. 3. Complete addresses are required. 4. If you need additional space, please include information on an 8% X 11 page. New Filing.[ X] Update[ I Legal name of Public Agency: SANTA ANA FINANCING AUTHQRTTY ..,,ure of Update: N/A _ COUNTY OF ORANGE County: Official Mailing Address: 20 Civic Center Plaza Santa Ana, California 92701 i Name and Address of each member of the governing board: Chairman, President or other Presiding Officer(Indicate Title): Chairman Name: Daniel H. Young Ad, is Cts ter Plaza Santa Ana •CA 92701 Secretary or Clerk(Indicate Title): Secret- ' R y os y Name Janice C. Guy Address: 20 Civic Center Plaza, Santa Ana, CA 92701 . ' Members: • Name: Daniel H. Young Address: 20 Civic Center Plaza, Santa Ana, CA 92701 Name: Miguel A. Pulido Address: 20 Civic Center Plaza, ,Santa Ana, CA 92701 Ted R. Moreno Address: 20 Civic Center Plaza, Santa Ana, CA 92701 Name: Lisa Mills Address:20 Civi ter Plaza, Santa Ana, CA 92701 Name Thomas'E. Lutz Address: 20 Ci 'c ter P ,, Ana, CA 92701 Name:*SEE ATTACHED August 3, 1993 By: 0> *- ,�, Sate: Signature David N. Ream, .Rxen„ti 're mirectar hTyped Name and Title I a a 89 � . MEMBERS CONTINUED • • NAME: Richard L. Norton 20 Civic Center Plaza, Santa Ana, CA 92701 Robert L. Richardson 20 Civic Center Plaza, Santa Ma, CA 90271 • • U Sfate of Tatif ornin 511Tarrli :Yong etl It Serretary of Statr • r STATEMENT OF FACTS ROSTER OF PUBLIC AGENCIES FILING r (Government Code Section 53051) Instructions: 1. Complete and mail to: Secretary of State, P.O. Box 944225, Sacramento, CA 94244-2250 (9L6) 324-6778 2. A street address must be given as the official mailing address (Office Use Only) or as the address of the presiding officer. 3. Complete addresses are required. 4. If you need additional space, please include information on an 8% X 11 page. New Filing[ X] Update[ ] Legal name of Public Agency: SANTA ANA FINANCING AUTHORITY • Nature of Update: N/A . County COUNTY OF ORANGE Official Mailing Address: 20 Civic Center Plaza Santa Ana, California 92701 Name and Address of each member of the governing board: • Chairman, President or other Presiding Officer(Indicate Title): Chairman Name Daniel H. Young Address 20 Civic Center Plaza, Santa Ana, CA 92701 Secretary or Clerk(Indicate Title): Secretary • Name Janice C. Gui gtt `':' Address 20 Civic Center Plaza, Santa Ana, CA 92701 Members: •, T • Name Daniel.H; • Address: 20 Civic Center Plaza, Santa Ana, CA 92701 Name Miguel A• PtiTido= Address 20 Civic Center Plaza; .Santa Ana, CA 92701 Name Ted R. Moreno Address 20 Civic Center P1aZap Santa Am, CA 92701 Name Lisa Mi17.s Address 20 ter P to Ana, CA 92701 Name minas E. Lut_z Address 20 c ter , CA 92701 • *SEE ATTACHED / Date: August 3, 1993 By: � Signature h David N. Ream. F.var„filre nirc.cter 11 Typed Name and Title • 0 Sec/SION Fan.tP/Sa405 Rer.4/89 -e ee smv MEMBERS CONTINUED NAME: Richard L. Norton 20 Civic Center Plaza, Santa Ana, CA 92701 Robert L. Richardson 20 Civic Center Plaza, Santa Ana, CA 90271 • • CERTIFICATE OF THE SANTA ANA FINANCING AUTHORITY The undersigned, DAVID N. REAM, Executive Director of the Santa Ana Financing Authority (the "Authority"), in connection with the issuance of $107,399,438.50 aggregate principal amount of Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds"), does hereby certify that (all capitalized terms not otherwise defined herein shall have the respective meanings given to such terms in the Indenture, dated as of March 1, 1994 (the "Indenture"), by and between the Authority and Meridian Trust Company of California, as trustee): (a) The Authority is a joint powers authority, duly organized and existing under the laws of the State of California, including Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the California Government Code (the "Act"), with full right, power and authority to execute, deliver and perform its obligations under the Bonds, the Purchase Contract, dated as of March 8, 1994 (the "Purchase Contract"), among the Authority, the City of Santa Ana and Smith Barney Shearson Inc., as representative of the underwriters, the Lease, the Ground Lease and the Indenture (collectively, the Purchase Contract, the Lease, the Ground Lease and the Indenture shall be referred to herein as the "Authority Documents") and to carry out and consummate the transactions contemplated by the Authority Documents and the Official Statement dated March 8, 1994, relating to the Bonds (the "Official Statement"). (b) By all necessary official action of the Authority, the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations contained in, the Preliminary Official Statement dated February 25, 1994, relating to the Bonds (the "Preliminary Official Statement"), the Official Statement and the Authority Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the other respective parties thereto, each Authority Document will constitute the legally valid and binding obligation of the Authority enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The Authority has complied in all respects with the terms of the Authority Documents. (c) The Preliminary Official Statement was as of its date, and the Official Statement was as of its date and is as of the date hereof true and correct in all material respects, and the Preliminary Official Statement and the Official Statement contain no misstatement of any material fact and do not omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. LAI-69935.2 (d) No event affecting the Authority has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the date hereof any statement of information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect. (e) As of the date hereof, the Authority is not in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and, as of the date hereof, except as disclosed in the Official Statement, the authorization, execution and delivery of the Authority Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents. (f) As of the date hereof, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened (i) in any way questioning the existence of the Authority or the titles of the officers of the Authority to their-respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the powers of the Authority and its authority to pledge the Revenues; (iii) which may result in any material adverse change relating to the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and LA1-69935.2 2 there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. (g) The Bonds are legally valid and binding obligations of the Authority, entitled to the benefits of the Authority, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally, and the Indenture provides, for the benefit of the owners from time to time of the Bonds, a legally valid and binding pledge of and lien on the funds and accounts pledged to such Bonds under the Indenture and the revenues pledged to such funds and accounts under the Indenture as provided in and contemplated by the Indenture. (h) All authorizations, approvals, licenses, permits, consents and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Authority of its obligations in connection with, the Authority Documents have been duly obtained or made, except as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds. (i) The representations, warranties and covenants of the Authority contained in the Purchase Contract are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof. (j) The Authority has complied with all the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the date hereof. LA1-69935.2 3 IN WITNESS WHEREOF, the undersigned has executed this Certificate this March 23, 1994. SANTA ANA FINANCING AUTHORITY By David N. Ream, Executive Director LA 1-69935.2 4 SIGNATURE AND BOND DELIVERY CERTIFICATE OF THE SANTA ANA FINANCING AUTHORITY We, the undersigned officers of the Santa Ana Financing Authority (the "Authority"), holding the respective offices hereinbelow set opposite our signatures, do hereby certify that: (a) On the date below set forth we officially signed and executed the following bonds, to wit: Title of Bonds: Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A Principal Amount: $107,399,438.50 Date of Bonds: March 1, 1994 (b) Said Bonds mature and bear interest as set forth in the schedule attached hereto as Schedule A. (c) Said Bonds bear the manual or facsimile signature of the undersigned Chairman of the Authority as attested by the manual or facsimile signature of the Secretary of the Authority. (d) Said officers at the time of signing said Bonds held said offices respectively, and that they now hold the same. LAI-69935.2 (e) We delivered said Bonds on this date to Meridian Trust Company of California as Trustee (the "Trustee") for the Authority under that certain Indenture, dated as of March 1, 1994, between the Authority and the Trustee. Dated: March 23, 1994. Signature Name Title 5 )1131/ 1 DANIEL H. YOUNG Chairman of the Santa Ana Financing Authority JANICE C. GUY Secretary of the Santa Ana j Financing Authority e% �/ '`-L 1AVID N. REAM Executive Director of the Santa Ana Financing Authority LA 1-69935.2 2 CITY CLERK'S CERTIFICATE I, JANICE C. GUY, City Clerk of the City of Santa Ma, California (the "City"), do hereby certify that attached hereto is a full, true and correct copy of Resolution No. 94-007, duly adopted on February 22, 1994. The meeting at which such Resolution was adopted was a regular meeting of the City Council of the City, duly and regularly and legally held at the regular meeting place thereof. All of the members of said City Council had due notice of such meeting and a quorum thereof was present at such meeting. I have carefully compared the same with the original minutes of said meeting on file and of record in my office and said Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes. 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: March 23, 1994. Janice C. Guy, Kt" City Clerk of the City of Santa Ana LA1-69935.2 RESOLUTION NO. 94- 007 RESOLUTION OF THE CITY OF SANTA ANA APPROVING A FORM OF GROUND LEASE, LEASE AND PURCHASE CONTRACT; MAKING CERTAIN DETERMINATIONS RELATING THERETO; AND AUTHORIZING CERTAIN OTHER ACTION IN CONNECTION THEREWITH WHEREAS, the City of Santa Ana (the "City") is a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California and authorized to transact business and exercise its powers, all under and pursuant to the Constitution and laws of the State of California; and WHEREAS, the City and the City of Santa Ana Financing Authority (the "Authority") , a joint powers authority, duly organized and existing under the laws of the State, propose to enter into various agreements to provide for the acquisition and construction of certain police facilities (the "Project") , and so that the City may act, under certain circumstances, as the agent of the Authority to carry out the acquisition and construction of the Project; and WHEREAS, there has been presented at this meeting a form of Lease pursuant to which the City will acquire the Project, subject to the terms thereof; and WHEREAS, to assist the provision of funds for the construction and improvement of the Project, the City has determined to lease certain real property to the Authority pursuant to a form of Ground Lease presented to this meeting, and to sublease such property and the Project to be located on a portion thereof back from the Authority pursuant to the previously mentioned Lease; and WHEREAS, there has also been presented to this meeting a proposed form of Purchase Contract between the City, the Authority and Smith Barney Shearson Inc. , as representative of the underwriters named therein, (the "Underwriter") , under the terms of which the Underwriter will purchase the Authority' s Police Administration and Holding Facility Lease Revenue Bonds , Series 1994A (the "Bonds") , the proceeds of which will be used to finance the Project; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY OF SANTA ANA AS FOLLOWS: SECTION 1. Approval of Ground Lease. The form of Ground Lease, dated as of March 1, 1994 , by and between the City and the Authority (the "Ground Lease") presented at this meeting is hereby approved and the Mayor of the City, the City Manager, or the designee of the Mayor or the City Manager, acting singly, U t-63373.i 40990.9-W WB-O7L03/94 ,, RESOLUTION 94-007 Page 2 and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Ground Lease in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . SECTION 2. Approval of Lease. The form of Lease, dated as of March 1, 1994 , by and between the City and the Authority (the "Lease") , presented at this meeting is hereby approved and the Mayor of the City, the City Manager, or the designee of the Mayor or the City Manager, acting singly, and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Lease in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3 . Approval of Purchase Contract. The form of Purchase Contract by and between the Authority, the City and the Underwriter (the "Purchase Contract") , presented at this meeting is hereby approved and the Mayor of the City, the City Manager, or the designee of the Mayor or the City Manager, acting singly, and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Purchase Contract in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . SECTION 4 . Terms of the City's Obligation. The City Manager or his designee is authorized to negotiate the rental payment provisions of the Lease, provided, however, that the aggregate principal components of the rental payments to be paid by the City pursuant to the Lease shall not exceed $110, 000 , 000, and provided, further that the interest components of the rental payments to be paid by the City pursuant to the Lease shall not reflect rates of interest in excess of 6 .75% per annum. SECTION 5. Other Acts . The officers and staff of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the City Attorney or with Orrick, Herrington & Sutcliffe, the City's bond counsel, they may deem necessary or advisable in order to consummate the execution and delivery of the Purchase Contract, the Ground Lease, the Lease Agreement or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. The officers and the staff of the City are specifically authorized to assist in the preparation of the preliminary and final official statements used in connection with the sale of the Bonds and to execute the same or portions thereof if required by the Underwriter. U1-63373.1 2 40990.9-W WB-02103194 RESOLUTION 94-007 Page 3 SECTION 8 . Effective Date. This Resolution shall take effect upon adopted. PASSED, APPROVED and ADOPTED this February 22 , 1994 . Dani _ H . Young, .' or / City of Santa Ana ATTESTED: 'fani e y , ^ erk of the Council City a Ana APPROVED AS TO FORM: Edward J. Co per City Att rney COUNCILMEMBERS : Young • Aye Lutz Aye Mills Ave McGuigan Ave Moreno Aye Pulido Ave Richardson Absent THE FOREGOING DOCUMENT IS A FULL, TRUE&CORRECT COPY OF all*ORIGINAL ON FILE IN THIS OFFICE. 0 THE ORIGINAL ON FILE IN ATTEST: 19 91 8Y / \ ER F CIL, - OF SANTA ANA LA1S3373.1 3 40990.9-ww3-02/0794 CERTIFICATE OF THE CITY OF SANTA ANA The undersigned, DAVID N. REAM, City Manager of the City of Santa Ana (the "City"), in connection with the issuance of $107,399,438.50 principal amount of Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds"), does hereby certify that (all capitalized terms not otherwise defined herein shall have the respective meanings given to such terms in the Lease, dated as of March 1, 1994 (the "Lease"), by and between the Santa Ana Financing Authority and the City): (a) The City is a municipal corporation, duly organized and existing under the Constitution and laws of the State of California, with full right, power and authority to execute, deliver and perform its obligations under the Purchase Contract, dated as of March 8, 1994 (the "Purchase Contract"), among the City, the Santa Ana Financing Authority and Smith Barney Shearson Inc., as representative of the underwriters, the Lease and the Ground Lease (collectively, the Purchase Contract, the Lease and the Ground Lease shall be referred to herein as the "City Documents") and to carry out and consummate the transactions contemplated by the City Documents and the Official Statement, dated March 8, 1994, relating to the Bonds (the "Official Statement"). (b) By all necessary official action of the City, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in, the Preliminary Official Statement, dated February 25, 1994, relating to the Bonds (the "Preliminary Official Statement"), the Official Statement and the City Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the other respective parties thereto, each City Document will constitute the legally valid and binding obligation of the City enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The City has complied in all respects with the terms of the City Documents. (c) The Preliminary Official Statement was as of its date, and the Official Statement was as of its date and is as of the date hereof true and correct in all material respects, and the Preliminary Official Statement and the Official Statement contain no misstatement of any material fact and do not omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. (d) No event affecting the City has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the date hereof any statement of information contained in the Official Statement or is not LA1-69935.2 reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect. (e) As of the date hereof, the City is not in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and, as of the date hereof, except as disclosed in the Official Statement, the authorization, execution and delivery of the City Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents. (f) As of the date hereof, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened (i) in any way questioning the existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby, or contesting the powers of the City and its authority to make payments under the Lease; (lii) which may result in any material adverse change relating to the City; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. LA1-69935.2 2 (g) All authorizations, approvals, licenses, permits, consents and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of its obligations in connection with, the City Documents have been duly obtained or made. (h) The representations, warranties and covenants of the City contained hi the Purchase Contract are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof. (i) The City has complied with all the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the date hereof. LAI-69935.2 3 IN WITNESS WHEREOF, the undersigned has executed this Certificate this March 23, 1994. CITY OF SANTA ANA By _- David N. Ream, City Manager LA1-69935.2 4 SIGNATURE AND INCUMBENCY CERTIFICATE OF THE CITY We, the undersigned hereby certify that we are, respectively, the Mayor (the "Mayor"), the City Manager (the "City Manager") and the City Clerk (the "City Clerk") of the City of Santa Ana (the "City"), and that at all times since January 1, 1994, have held the offices set forth opposite our respective names. Neither the existence of the City nor the title of any of the officers whose names are set forth below to their respective offices is being contested. Dated: March 23, 1994 Signature Name Official Title DANIEL H. YOUNG Mayor ti fj DAVID N. REAM City Manager JANICE C. GUY City Clerk LA1-69935.2 CERTIFICATE OF MERIDIAN TRUST COMPANY OF CALIFORNIA AS TRUSTEE The undersigned, on behalf of Meridian Trust Company of California, a banking corporation (the "Trustee") under the Indenture dated as of March 1, 1994 (the "Indenture"), by and between the Santa Ana Financing Authority (the "Authority") and the Trustee, hereby states: (a) that he is a duly authorized signatory of the Trustee and as such is authorized to make the representations contained herein; (b) that the Trustee is duly organized and existing as a banking corporation under the laws of the State of California, having the full corporate power and authority to enter into and perform its duties under the Indenture and the Assignment Agreement, dated as of March 1, 1994, by and between the Trustee and the Santa Ana Financing Authority (the "Assignment Agreement" and together with the Indenture, the "Trustee Documents"); (c) the Trustee is duly authorized to enter into the Trustee Documents and the undersigned has duly executed and delivered the Trustee Documents and assuming due authorization and execution by the other parties thereto, the Trustee Documents are legal, valid and binding upon the Trustee, and enforceable against the Trustee in accordance with their terms; (d) that, to the best knowledge of the undersigned, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the banking or trust powers of the Trustee that has not been obtained is or will be required for the execution and delivery of the Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds") or the consummation by the Trustee of its obligations under the Trustee Documents; and (e) the Bonds and the Indenture were duly authenticated, executed and delivered, respectively, by the undersigned by causing its duly authorized officer to authenticate, execute and deliver said documents. IN WITNESS WHEREOF, the undersigned has executed this Certificate this March 23, 1994. MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By ---- L;✓ / Authoriz Signatory LA1-69935.3 MERIDIAN TRUST COMPANY OF CALIFORNIA SECRETARY'S CERTIFICATE I, Judy Davis, do hereby certify that: (i) I am the duly elected Assistant Secretary of Meridian Trust Company of California, a California trust company (the "Company"); (ii) attached hereto as Exhibit "A" is a copy of the Articles of Incorporation of the Company, as such Articles exist as of the date hereof; (iii) attached hereto as Exhibit "B" is a true and correct copy of a Certificate of Authorization issued to the Company by the California Superintendent of Banks, which Authorization has not been amended or rescinded and is in full force and effect as of the date hereof; (iv) attached hereto as Exhibit "C" is a true, correct and complete copy of the Bylaws of the Company, and as such Bylaws exist as of the date hereof; (v) attached hereto as Exhibit "D" is a true, correct, and complete copy of the Signing Authority adopted by action of the Board of Directors of the Company and presently in effect whereby Vice Presidents, Assistant Vice Presidents, Account Officers, Assistant Account Officers, and Real Estate Officers are authorized, except as expressly limited therein, to execute, sign and deliver any instrument or document on behalf of the Company in connection with the exercise of any fiduciary or agency powers; (vi) attached hereto as Exhibit "E" is a list of the persons who, as of the date hereof, are certain duly elected officers of the Company, which list sets forth the title and signature of each such officer next to his or her typed name, with which signatures I am personally familiar and do certify as to their authenticity; and (vii) the serving by the Company in the capacities required in connection with the transaction described in Exhibit "F" attached hereto has, as of the date hereof, been duly approved by the Company; (viii) there are no proceedings pending or contemplated for the dissolution of the Company. IN WITNESS WHEREOF, I have hereunto executed this Certificate as Assistant Secr y of the Company and affixed the seal of this Company this c,23rceday of , 1994. • Judy Day , Assista$t Secretary (Corporate Seal) Meridian Trust Company of California