HomeMy WebLinkAboutPart 3 Obligations, less any amount held by the Paying Agent for the payment of such Insured
Amounts and legally available therefor. This policy does not insure against loss of any
prepayment premium which may at any time be payable w'(h respect to any Obligation.
As used herein, the term "owner" n the registered owner of any
Obligation as indicated in the books maintai by e Paying Agent, the Issuer, or any
designee of the Issuer for such purpose. 'cm owner shall not include the Issuer or any
party whose agreement with the Issuer colt3tutes the underlying security for the Obligations.
Any service of process on the Insurer may be made to the Insurer at its offices
located at 113 King Street, Armonk, New York 10504.
This policy is non-cancelable for any reason. The premium on this policy is
not refundable for any reason including the payment prior to maturity of the Obligations.
In the event the Insurer were to become insolvent, any claims arising under a
policy of financial guaranty insurance are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 (commencing with
Section 1063) of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.
MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION
10
NUMBER R-ARS-1 $10,600,000
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Authority or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(AUCTION RATE SECURITY)
INTEREST RATE MATURITY DATE DATED DATE CUSIP Cosi.b:ER
Variable July 1, 2014 March 23, 1994 8C "'AA7
akt
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: TEN MILLION SIX HUNDRED THOUSAND DOLLARS
FOR VALUE RECEIVED, the Santa Ana Financing Authority (the "Authority"), a joint
powers authority, duly created and existing under the laws of the State of California (the
"State"), hereby promises to pay (but only from revenues hereinafter referred to) to the
registered owner named above or registered assigns, the principal amount specified above on the
maturity date specified above, and to pay to the registered owner named above or registered
assigns, solely from said sources, interest on said principal amount from January 1, 1995 or
from the most recent Interest Payment Date(as hereafter defined)to which interest has been paid
or duly provided for, until the principal hereof is paid or duly provided for, at the rate and on
the dates determined as provided herein. The principal of and premium, if any, on this Bond
shall be payable at the principal corporate trust office of Meridian Trust Company of California,
as trustee under the Indenture hereinafter referred to (together with each successor trustee under
the Indenture, the "Trustee"), or if a successor trustee is hereafter appointed, then at the
principal corporate trust office of such successor, or at the principal corporate trust office of any
other paying agent appointed under the Indenture, upon surrender of this Bond at such principal
corporate trust office. Interest on this Bond (other than Defaulted Interest, as hereafter defined)
shall be payable by check or draft drawn upon the Trustee or upon. any other paying agent
LA1-70382.1
appointed under the Indenture, mailed to the person in whose name this Bond is registered in
the registration books maintained by the Trustee (the "Bond Register") at the close of business
on the Record Date (as hereafter defined) next preceding the relevant Interest Payment Date at
such person's address as it appears in the Bond Register on such Record Date; provided that any
holder of Bonds of this series in an aggregate principal amount equal to or greater than
$1,000,000 may elect to be paid the interest on such Bonds by Federal Reserve wire transfer in
immediately available funds to any bank in the United Stat; of America specified by such
holder by written direction given to the Trustee not less too . c days prior to the first Interest
Payment Date for which such notice shall become effe,- ;. The term "Record Date" shall
mean with respect to any Interest Payment Date, th• : ,1 ess Day next preceding such Interest
Payment Date. Any interest on this Bond whic 4 i c punctually paid when due ("Defaulted
Interest") shall be payable to the holder in yip = ame this Bond is registered in the Bond
Register at the close of business on a special r rd date selected by the Trustee which shall be
at least ten but not more than 30 days prior to the date selected by the Trustee for payment of
such Defaulted Interest. The Trustee shall give notice to the bondholders of the special record
date and the date for payment of Defaulted Interest at least ten days prior to such special record
date. The principal of, premium, if any, and interest on this Bond shall be payable in any
currency of the United States of America which on the respective dates of payment thereof is
legal tender for the payment of public and private debts.
The term "Business Day" shall mean any day other than a Saturday, Sunday or other day
upon which banking institutions located in the state in which the principal corporate trust office
of the Trustee or the principal office of the Auction Agent (as defined in the Indenture) is
located are closed or are required to close or on which the New York Stock Exchange is closed.
If the date for any payment of the principal of, premium, if any, or interest on this Bond or the
last date for performance of any act or the exercising of any right, as provided in this Bond or
in the Indenture, is not a Business Day, such payment may be made or act performed or right
exercised on the next succeeding Business Day with the same force and effect as if made,
performed or exercised on such nominal date.
This Bond is one of a duly authorized issue of bonds of the Authority designated as its
"Santa Ana Financing Authority Police Facility Lease Revenue Bonds, Series 1994A" (the
"Bonds"), in the aggregate principal amount of One Hundred Seven Million Three Hundred
Ninety-Nine Thousand Four Hundred Thirty-Eight Dollars and Fifty Cents ($107,399,438.50),
of which $84,730,000 aggregate principal amount shall be issued as Current Interest Bonds,
$1,469,438.50 aggregate principal amount shall be issued as Capital Appreciation Bonds,
$10,600,000 aggregate principal amount shall be issued as Auction Rate Securities ("ARS") and
$10,600,000 aggregate principal amount shall be issued as Inverse Rate Securities ("IRS"), all
of like tenor and date (except for such variations, if any, as may be required to designate
varying numbers, maturities and interest rates), and is issued under and pursuant to the
provisions of an indenture, dated as of March 1, 1994 (the "Indenture"), between the Authority
and the Trustee (copies of which are on file at the office of the Secretary of the Authority and
at the Corporate Trust Office of the Trustee).
The Bonds are issuable only as fully registered bonds without coupons, in the
denomination of$50,000 and integral multiples thereof.
LAi-70382.1 2
The Bonds are issued to provide funds to finance the cost of acquiring, constructing and
installing certain public capital improvements (the "Project") in the City of Santa Ana (the
"City"). The Bonds are limited obligations of the Authority and are payable, as to interest
thereon and principal thereof, solely from the revenues derived from base rental payments paid
by the City pursuant to a lease, dated as of March 1, 1994 (the_ ')base"), between the Authority,
as lessor, and the City, as lessee, for the use and possessi e Leased Property (as defined
in the Lease) as long as the City has such use and pi of the Leased Property, which
includes the Project, as well as from all other b• it charges, income, proceeds, profits,
receipts, rents and revenues derived by the Aut *1 A s assignee of the Agency's rights under
the Lease, from operation or use of the Lease: .I +perty (the "Revenues"). All the Bonds are
equally and ratably secured in accordance with e terms and conditions of the Indenture by a
pledge of the Revenues, which Revenues shall be held in trust for the security and payment of
the interest on, principal of and redemption premiums, if any, on the Bonds as provided in the
Indenture.
The Bonds shall be limited obligations of the Authority and shall be payable solely from
the Revenues and amounts on deposit in the funds and accounts established under the Indenture
(other than amounts on deposit in the Rebate Fund). The Bonds do not constitute a debt or
liability of the City, the State of California, or any of its political subdivisions, and neither the
faith and credit of the City, the State of California, nor any of its political subdivisions are
pledged to the payment of the principal of or interest on the Bonds.
Reference is hereby made to the Indenture and any and all amendments thereof and
supplements thereto for a description of the terms under which the Bonds are issued, the
provisions with regard to the nature and extent of the Revenues, and the rights of the registered
owners of the Bonds. All of the terms of the Indenture are hereby incorporated herein and
constitute a contract between the Authority and the registered owner of this Bond, to all the
provisions of which the registered owner of this Bond, by acceptance hereof, agrees and
consents. Each registered owner hereof shall have recourse to all of the provisions of the
Indenture and shall be bound by all of the terms and conditions thereof.
The Authority has agreed and covenanted that, for the payment of the interest on, the
principal of and redemption premium, if any, on this Bond and all other Bonds of this issue
authorized by the Indenture when due, there has been created and will be maintained by the
Trustee a special fund into which all Revenues (other than deposits to the Rebate Fund created
by the Indenture) shall be deposited, and the Authority has allocated such Revenues solely to the
payment of the interest on and principal of and redemption premiums, if any, on the Bonds, and
the Authority will pay promptly when due the interest on and the principal of and redemption
premium, if any, on this Bonds and all other Bonds of this issue authorized by the Indenture out
of said special fund, all in accordance with the terms and provisions set forth in the Indenture.
Interest Rate Provisions
Interest on the ARS and IRS shall accrue for each Interest Period and shall be payable
in arrears on each succeeding Interest Payment Date by the Trustee to the persons who are the
registered owners of the ARS as of the Record Date. An "Interest Period" begins on and
includes an Interest Payment Date and ends on but excludes the next succeeding Interest Payment
LAI-70382.1 3
Date; however, the first Interest Period commences on the date of original delivery of the ARS.
An "Interest Payment Date" for the ARS means January 1, 1995, semi-annually thereafter on
each January 1 and July 1 and at maturity. If any such day is not a Business Day, interest due
on such day shall be paid on the next succeeding Business Day without accrual of any additional
interest.
Interest on the ARS shall be computed on the ba 's f a 360-day year for the actual
number of days elapsed. The interest rate on this Bond e 3.08% per annum for the initial
Auction Period and the interest rate (the "Applicab te") for each subsequent Auction
Period shall equal the sum of (A) the rate i rest (the "Auction Rate") determined
periodically on the basis of orders placed Auction conducted on the Business Day
immediately preceding the Interest Period a ) the Service Charge Rate (as described in the
Indenture) in effect, and in such other manner as described in the Indenture. The procedures
for conducting an Auction and determining the Auction Rate are set forth in the Auction Agent
Agreement, dated as of March 1, 1994, Trustee and the Auction Agent.
"Auction Period" shall mean the period from and including the Closing Date to, but not
including, the first Auction Period Accrual Date and, thereafter, from and including each
Auction Period Accrual Date to, but not including, the next succeeding Auction Period Accrual
Date; provided, however, that if such date is later than the maturity date of a maturity of ARS,
the last day of such Auction Period shall be the maturity date of such ARS. "Auction Period
Accrual Date" shall mean September 20, 1994 and every 5th Tuesday thereafter (or such other
day that the Market Agent shall establish as an Auction Period Accrual Date); provided,
however, that if such day is not a Business Day, the Auction Period Accrual Date shall be the
next succeeding Business Day.
THE INTEREST PERIOD, THE APPLICABLE ARS RATE AND METHOD FOR
DETERMINING IT, THE INTEREST PAYMENT DATES, AND THE AUCTION
PROCEDURE RELATED THERETO WILL BE DETERMINED UPON THE TERMS AND
CONDITIONS, INCLUDING REQUIRED NOTICES THEREOF TO THE HOLDERS OF
THE BONDS, DESCRIBED IN THE INDENTURE INCLUDING APPENDIX A THERETO,
TO WHICH PROVISIONS SPECIFIC REFERENCE IS HEREBY MADE AND ALL OF
WHICH PROVISIONS ARE HEREBY SPECIFICALLY INCORPORATED HEREIN BY
REFERENCE.
Mandatory Tender of ARS, Fixing and Separating ARS and IRS
Any Beneficial Owner of IRS may, at any time and from time to time, notify a Broker-
Dealer that such Beneficial Owner intends to submit a Bid for a specified principal amount of
ARS having the same maturity date as such IRS on the next succeeding Auction Date in order
to cause such ARS to be Fixed with all or a portion of such IRS, and that if such Bid is
unsuccessful, in whole or in part, such Beneficial Owner requires that ARS (which are not
Fixed) in an aggregate principal amount equal to the unsuccessful portion of such Bid be
tendered to such Beneficial Owner for purchase on the seventh Business Day prior to the next
succeeding Auction Date following the Auction in which such Bid proved unsuccessful.
LAI-70382.1 4
A Beneficial Owner of ARS may cause such ARS to be combined with IRS, or "Fixed",
and traded as a unit as Regular Fixed AIRS or Newly Fixed AIRS. ARS which became Fixed
with IRS will be considered Newly Fixed AIRS for the remainder of the Interest Period in which
such ARS and IRS were Fixed. The Service Charge payable with respect to the ARS which
were Fixed will continue to accrue for the remainder of such Interest Period.
A Beneficial Owner of Regular Fixed AI' 0 '+ 4'- ly Fixed AIRS may cause such ARS
and IRS to be "Separated", and traded separat . N 'S and ARS, during the seven-day period
immediately preceding a Record Date e han during a Closed Period) by delivering
instructions to a Broker-Dealer. Upo of notice from the Broker-Dealer, the Auction
Agent will cause such Regular Fixed S or Newly Fixed AIRS to be Separated on the next
succeeding Interest Payment Date, or if such Interest Payment Date falls within a Closed Period,
on the next succeeding Auction Period Accrual Date.
Redemption Provisions
The ARS are subject to redemption at the option of the Authority in whole or in part on
any Interest Payment Date on or after July 1, 2004. at a redemption price equal to the principal
amounts thereof plus accrued interest to the redemption date.
The ARS maturing on July 1, 2014, are also subject to mandatory redemption on July 1,
2010 in the years 2010 through 2014 and in the respective principal amounts set forth in the
Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued
interest thereon to the redemption date.
The Bonds are also subject to redemption prior to their respective maturity dates, in
authorized denominations, on any date, as a whole or in part, from net insurance proceeds or
condemnation awards, upon the terms and conditions of, and as provided in, the Indenture, at
the principal amount thereof together with accrued interest to the date of redemption.
In the event of any partial redemption of Bonds, the Bonds or portions thereof to be
redeemed shall be selected as provided in the Indenture. The Authority shall not redeem ARS
on any date unless on the same date the Authority redeems an equal principal amount of IRS.
Notice of any redemption shall be given by the payment of the redemption price thereof shall
be made at the time and in the manner set forth in the Indenture. If at the time of mailing of
any notice of optional redemption the Authority shall not have deposited with the Trustee monies
sufficient to redeem all Bonds called for redemption, such notice may state that it is subject to
the deposit of the redemption monies with the Trustee not later than the opening of business on
the redemption date and shall be of no effect unless such monies are so deposited. If on the
redemption date sufficient moneys shall have been deposited with the Trustee to effect such
redemption in accordance with the Indenture, then interest shall cease to accrue on the
redemption date on all Bonds or portions thereof so called for redemption.
As provided in the Indenture, notice of redemption of this Bond shall be given by first
class mail not less than thirty (30) days nor more than sixty (60) days before the redemption date
to the registered owner hereof. If notice of redemption has been duly given and money for the
payment of the redemption price is held by the Trustee, then on the redemption date designated
LAI-70382.1 5
in such notice, this Bond shall become due and payable, and from and after the date so
designated, interest on this Bond shall cease to accrue and the registered owner of this Bond
shall have no rights with respect hereto except to receive payment of the redemption price
hereof.
To the extent permitted by, and as provided in, Appendix A to the Indenture,
modifications or amendments of Appendix A, and of the ri is and obligations of the Authority
and of the owners of the Bonds may be made with sent of the Bond Insurer by the
Authority, (i) upon obtaining an opinion of counsel h same does not materially adversely
affect the rights of the owners of the Bonds, or�(i� obtaining the consent of the owners of
all ARS and IRS or, in the event all of the A '. IRS are Fixed, by obtaining the consent of
the owners of all Newly Fixed AIRS and 'i ,la Fixed AIRS. In the second event, the Trustee
shall mail notice of such amendment to the . , ners of the ARS, and if, on the first Auction Date
occurring at least 30 days after the date on which the Trustee mailed such notice, Sufficient
Clearing Bids (as defined in the Auction Agent Agreement) have been received or all of the ARS
are subject to Submitted Hold Orders (as defined in the Auction Agent Agreement),the proposed
amendment shall be deemed to have been consented to by the owners of all ARS. As an
additional condition precedent to any such amendment pursuant to the provisions of the
Indenture, there shall be delivered to the Authority and the Trustee an opinion of counsel to the
effect that such amendment will not adversely affect the validity of the ARS or IRS or the
exclusion of interest on any of the Bonds from gross income for federal income tax purposes.
Written notice of each such amendment shall be delivered by the Authority to the Trustee, the
Auction Agent and each Broker-Dealer.
• If an Event of Default, as defined in the Indenture, shall occur, the principal of all
outstanding Bonds may be declared due and payable upon the conditions, in the manner and with
the effect provided in the Indenture; except that the Indenture provides that in certain events such
declaration and its consequences may be rescinded by the registered owners of at least a majority
in aggregate principal amount of the Bonds then outstanding.
This Bond is transferable only on the books required to be kept for that purpose by the
Trustee by the registered owner hereof in person or by his duly authorized attorney upon
payment of the charges provided in the Indenture and upon surrender of this Bond together with
a written instrument of transfer in a form approved by the Trustee duly executed by the
registered owner or his duly authorized attorney, and thereupon a new fully registered Bond or
Bonds in the same aggregate principal amount will be issued to the transferee in exchange
therefor. The Trustee shall not be required to register the transfer of or exchange any Bond
(1) during the period commencing on the day five (5) business days before the date on which
Bonds are to be selected for redemption and ending on such date of selection, or (2) which has
been selected for redemption in whole or in part.
The Authority and the Trustee may deem and treat the registered owner hereof as the
absolute owner hereof for the purpose of receiving payment of the interest hereon and principal
hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the
Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and
payment of the interest on and principal of this Bond shall be made only to such registered
LA1-70382.1 6
owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond
to the extent of the sum or sums so paid.
If the Authority shall pay or cause to be paid o there shall otherwise be paid to the
registered owners of all outstanding Bonds the in t ereon, the principal thereof and the
redemption premiums, if any, thereon at the ti in the manner stipulated herein and in
the Indenture, then the registered owners o lcl onds shall cease to be entitled to the pledge
of the Revenues as provided in the I re, and all agreements, covenants and other
obligations of the Authority to the reg d owners of such Bonds under the Indenture shall
thereupon cease, terminate and become void and be discharged and satisfied.
This Bond shall not be entitled to any benefit, protection or security under the Indenture
or become valid or obligatory for any purpose until the certificate of authentication and
registration hereon endorsed shall have been manually executed and dated by the Trustee.
It is hereby certified that all acts and proceedings required by law necessary to make this
Bond, when executed by the Authority, authenticated and delivered by the Trustee and duly
issued, the valid, binding and legal limited obligation of the Authority have been done and taken,
and have been in all respects duly authorized.
LA1-70382.1 7
IN WITNESS WHEREOF, the Santa Ana Financing Authority has caused this Bond to
be executed in its name and on its behalf by the manual or facsimile signature of its Chairman
and attested to by the manual or facsimile signature of its Secretary, and has caused this Bond
to be dated as of the day and year first above written.
SANTA ANA FINANCING AUTHORITY
,x .
By
ghWan
Attest:
cotS.
cretary
CERTIFICATE OF AUTHENTICATION AND
REGISTRATION
This is one of the Bonds described in the within mentioned Indenture which has
been authenticated and registered on March 23, 1994.
MERIDIAN TRUST COMPANY OF CALIFORNIA, as
Trustee e
�
By ��
4i�ed Signatory
LAI-70382.1 9
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto _
, whose tax identification number is , the within bond and all
rights thereunder, and hereby irrevocably constitutes and appoints attorney,
to transfer the within bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
NOTE: The signature to this Assignment must correspond with the name as written upon
the face of the bond in every particular, without alteration or enlargement or any
change whatsoever.
Signature Guara� •
NOTICIO4C The signature must be guaranteed by a member of the New York Stock Exchange
CO' or a commercial bank or trust company.
LA1-70382.1 10
STATEMENT OF INSURANCE
The Municipal Bond Investors Assurance Corporation (the "Insurer") has issued
a policy containing the following provisions, such policy being on file at Meridian Trust
Company of California, San Francisco, California.
The Insurer, in consideration of the payment of the premium and subject to the
terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as
hereinafter defined, of the following described obli lions, the full and complete payment
required to be made by or on behalf of the Sant PLFinancing Authority (the "Issuer") to
Meridian Trust Company of California, or its su c (the "Paying Agent") of an amount equal
to (i) the principal of (either at the stated m r by any advancement of maturity pursuant
to a mandatory sinking fund payment) a est on, the Obligations (as that term is defined
below) as such payments shall becom �ut shall not be so paid (except that in the event of
any acceleration of the due date of such cipal by reason of mandatory or optional redemption
or acceleration resulting from default or otherwise, other than any advancement of maturity
pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made
in such amounts and at such times as such payments of principal would have been due had there
not been any such acceleration); and (ii) the reimbursement of any such payment which is
subsequently recovered from any owner pursuant to a final judgment by a court of competent
jurisdiction that such payment constitutes an avoidable preference to such owner within the
meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of
the preceding sentence shall be referred to herein collectively as the "Insured Amounts."
"Obligations" shall mean:
$107,399,438.50 Santa Ana Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds,
Series 1994A
Upon receipt of telephonic or telegraphic notice, such notice subsequently
confirmed in writing by registered or certified mail, or upon receipt of written notice by
registered or certified mail, by the Insurer from the Paying Agent or any owner of an
Obligation the payment of an Insured Amount for which is then due, that such required
payment has not been made, the Insurer on the due date of such payment or within one
business day after receipt of notice of such nonpayment, whichever is later, will make a
deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New
York, New York, or its successor, sufficient for the payment of any such Insured Amounts
which are then due. Upon presentment and surrender of such Obligations or presentment of
such other proof of ownership of the Obligations, together with any appropriate instruments
of assignment to evidence the assignment of the Insured Amounts due on the Obligations as
are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer
as agent for such owners of the Obligations in any legal proceeding related to payment of
Insured Amounts on the Obligations, such instruments being in a form satisfactory to State
Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall
disburse to such owners or the Paying Agent payment of the Insured Amounts due on such
LA1-70382.1 11
Obligations, less any amount held by the Paying Agent for the payment of such Insured
Amounts and legally available therefor. This policy doe not insure against loss of any
prepayment premium which may at any time be payabb respect to any Obligation.
As used herein, the term "owner" mean the registered owner of any
Obligation as indicated in the books maintai e Paying Agent, the Issuer, or any
designee of the Issuer for such purpose. owner shall not include the Issuer or any
party whose agreement with the Issuer co utes the underlying security for the Obligations.
Any service of process on the Insurer may be made to the Insurer at its offices
located at 113 King Street, Armonk, New York 10504.
This policy is non-cancelable for any reason. The premium on this policy is
not refundable for any reason including the payment prior to maturity of the Obligations.
In the event the Insurer were to become insolvent, any claims arising under a
policy of financial guaranty insurance are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 (commencing with
Section 1063) of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.
MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION
LAI-70382.1 12
NUMBER R-IRS-1 $10,600,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(INVERSE RATE SECURITY)
INTEREST RATE MATURITY DATE DATED DATE CUSI ER
Variable July 1, 2014 March 23, 1994 09AB5
cQk
J`
REGISTERED OWNER:CEDE & CO.
PRINCIPAL SUM: TEN MILLION SIX HUNDRED THOUSAND DOLLARS
FOR VALUE RECEIVED, THE Santa Ana Financing Authority (the "Authority"), a
joint powers authority, duly created and existing under the laws of the State of California
(the "State"), hereby promises to pay, but solely from the sources hereinafter described and
from no other source, to the registered owner named above or registered assigns, the
principal amount specified above on the maturity date specified above, and to pay to the
registered owner named above or registered assigns, solely from said sources, interest on
said principal amount from January 1, 1995 or from the most recent Interest Payment Date
(as hereafter defined) to which interest has been paid or duly provided for, until the principal
hereof is paid or duly provided for, at the rate and on the dates determined as provided
herein. The principal of and premium, if any, on this Bond shall be payable at the principal
corporate trust office of Meridian Trust Company of California, as trustee under the
Indenture hereinafter referred to (together with each successor trustee under the Indenture,
the "Trustee"), or if a successor trustee is hereafter appointed, then at the principal corporate
trust office of such successor, or at the principal corporate trust office of any other paying
agent appointed under the Indenture, upon surrender of this Bond at such principal corporate
trust office. Interest on this Bond (other than Defaulted Interest, as hereafter defined) shall
LA1-70383.I
be payable by check or draft drawn upon the Trustee or upon any other paying agent for the
Bonds appointed under the Indenture, mailed to the person in whose name this Bond is
registered in the registration books maintained by the Trustee (the "Bond Register") at the
close of business on the Record Date (as hereafter defined) next preceding the relevant
Interest Payment Date at such person's address as it appears in the Bond Register on such
Record Date; provided that any holder of Bonds of this series in an aggregate principal
amount equal to or greater than $1,000,000 may elect I be paid the interest on such Bonds
by Federal Reserve wire transfer in immediately ay.' funds to any bank in the United
States of America specified by such holder by wri i •ction given to the Trustee not less
than 30 days prior to the first Interest Payment or which such notice shall become
effective. The term "Record Date" shall me. w' respect to any Interest Payment Date,
the Business Day next preceding such Inte l.j ayment Date. Any interest on this Bond
which is not punctually paid when due (".j): .ulted Interest") shall be payable to the holder in
whose name this Bond is registered in the :and Register at the close of business on a special
record date selected by the Trustee which shall be at least ten but not more than 30 days
prior to the date selected by the Trustee for payment of such Defaulted Interest. The Trustee
shall give notice to the bondholders of the special record date and the date for payment of
Defaulted Interest at least ten days prior to such special record date. The principal of,
premium, if any, and interest on this Bond shall be payable in any currency of the United
States of America which on the respective dates of payment thereof is legal tender for the
payment of public and private debts.
The term "Business Day" shall mean any day other than a Saturday, Sunday or other
day upon which banking institutions located in the state in which the principal corporate trust
office of the Trustee or the principal office of the Auction Agent (as defined in the Indenture)
is located are closed or are required to close or on which the New York Stock Exchange is
closed. If the date for any payment of the principal of, premium, if any, or interest on this
Bond or the last date for performance of any act or the exercising of any right, as provided
in this Bond or in the Indenture, is not a Business Day, such payment may be made or act
performed or right exercised on the next succeeding Business Day with the same force and
effect as if made, performed or exercised on such nominal date.
This Bond is one of a duly authorized issue of bonds of the Authority designated as its
"Santa Ma Financing Authority Police Facility Lease Revenue Bonds, Series 1994A" (the
"Bonds"), in the aggregate principal amount of One Hundred Seven Million Three Hundred
Ninety-Nine Thousand Four Hundred Thirty-Eight Dollars and Fifty Cents
($107,399,438.50), of which $84,730,000 aggregate principal amount shall be issued as
Current Interest Bonds, $1,469,438.50 aggregate principal amount shall be issued as Capital
Appreciation Bonds, $10,600,000 aggregate principal amount shall be issued as Auction Rate
Securities ("ARS") and $10,600,000 aggregate principal amount shall be issued as Inverse
Rate Securities ("IRS"), all of like tenor and date (except for such variations, if any, as may
be required to designate varying numbers, maturities and interest rates), and is issued under
and pursuant to the provisions of an indenture, dated as of March 1, 1994 (the "Indenture"),
between the Authority and the Trustee (copies of which are on file at the office of the
Secretary of the Authority and at the Corporate Trust Office of the Trustee).
LA1-70383.I • 2
The Bonds are issuable only as fully registered bonds without coupons, in the
denomination of$50,000 and integral multiples thereof.
The Bonds are issued to provide funds to finance the cost of acquiring, constructing
and installing certain public capital improvements (the "Project") in the City of Santa Ana
(the "City"). The Bonds are limited obligations of the A hority and are payable, as to
interest thereon and principal thereof, solely from the r,s: - '. •s derived from base rental
payments paid by the City pursuant to a lease, dated • '. arch 1, 1994 (the "Lease"),
between the Authority, as lessor, and the City, as N.' ', for the use and possession of the
Leased Property (as defined in the Lease) as lo e City has such use and possession of
the Leased Property, which includes the Pro' : s well as from all other benefits, charges,
income, proceeds, profits, receipts, rents a r. -venues derived by the Authority, as assignee
of the Agency's rights under the Lease, fro operation or use of the Leased Property (the
"Revenues"). All the Bonds are equally and ratably secured in accordance with the terms
and conditions of the Indenture by a pledge of the Revenues, which Revenues shall be held in
trust for the security and payment of the interest on, principal of and redemption premiums,
if any, on the Bonds as provided in the Indenture.
The Bonds shall be limited obligations of the Authority and shall be payable solely
from the Revenues and amounts on deposit in the funds and accounts established under the
Indenture (other than amounts on deposit in the Rebate Fund). The Bonds do not constitute a
debt or liability of the City, the State of California, or any of its political subdivisions, and
neither the faith and credit of the City, the State of California, nor any of its political
subdivisions are pledged to the payment of the principal of or interest on the Bonds.
Reference is hereby made to the Indenture and any and all amendments thereof and
supplements thereto for a description of the terms under which the Bonds are issued, the
provisions with regard to the nature and extent of the Revenues, and the rights of the
registered owners of the Bonds. All of the terms of the Indenture are hereby incorporated
herein and constitute a contract between the Authority and the registered owner of this Bond,
to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees
and consents. Each registered owner hereof shall have recourse to all of the provisions of
the Indenture and shall be bound by all of the terms and conditions thereof.
The Authority has agreed and covenanted that, for the payment of the interest on, the
principal of and redemption premium, if any, on this Bond and all other Bonds of this issue
authorized by the Indenture when due, there has been created and will be maintained by the
Trustee a special fund into which all Revenues (other than deposits to the Rebate Fund
created by the Indenture) shall be deposited, and the Authority has allocated such Revenues
solely to the payment of the interest on and principal of and redemption premiums, if any, on
the Bonds, and the Authority will pay promptly when due the interest on and the principal of
and redemption premium, if any, on this Bonds and all other Bonds of this issue authorized
by the Indenture out of said special fund, all in accordance with the terms and provisions set
forth in the Indenture.
LA1-70383.1 3
Interest Rate Provisions
Interest on the ARS and IRS shall accrue for e ch Interest Period and shall be payable
in arrears on each succeeding Interest Payment Da he Trustee to the persons who are
the registered owners of the ARS as of the Reco e. An "Interest Period" begins on and
includes an Interest Payment Date and ends o xcludes the next succeeding Interest
Payment Date; however, the first Interest • io commences on the date of original delivery
of the ARS. An "Interest Payment Dat-. .1 the ARS means January 1, 1995, semi-annually
thereafter on each January 1 and July 1 1 at maturity. If any such day is not a Business
Day, interest due on such day shall be paid on the next succeeding Business Day without
accrual of any additional interest.
Interest on the ARS shall be computed on the basis of a 360-day year for the actual
number of days elapsed. The interest rate on the ARS shall be 3.08% per annum for the
initial Auction Period and the interest rate (the "Applicable ARS Rate") for each subsequent
Auction Period shall equal the sum of (A) the rate of interest (the "Auction Rate")
determined periodically on the basis of orders placed in an Auction conducted on the
Business Day immediately preceding the Interest Period and (B) the Service Charge Rate (as
described in the Indenture) in effect, and in such other manner as described in the Indenture.
The procedures for conducting an Auction and determining the Auction Rate are set forth in
the Auction Agent Agreement, dated as of March 1, 1994, between the Trustee and the
Auction Agent.
Interest on the IRS shall be computed on the basis of a 360-day years for the number
of days elapsed on the basis of twelve 30-day months. The interest rate on this Bond shall
be 8.35% per annum for the initial Auction Period and the interest rate (the "Applicable IRS
Rate") for each subsequent Auction Period shall equal the result, if any, taken to the nearest
one-thousandth (.001) of 1% (without rounding), of (A) the Fixed Rate of 5.75% per annum
multiplied by two, minus (b) the Applicable ARS Rate for such Interest Period multiplied by
the Applicable Day Count Fraction, all as set forth in the Indenture. For purposes of the
Applicable IRS Rate, the Applicable ARS Rate is multiplied by the Applicable Day Count
Fraction in order to adjust such rate (which is calculated on the basis of actual days elapsed)
to a rate per annum calculated on the basis of the number of days elapsed on the basis of
twelve 30-day months.
"Auction Period" shall mean the period from and including the Closing Date to, but
not including, the first Auction Period Accrual Date and, thereafter, from and including each
Auction Period Accrual Date to, but not including, the next succeeding Auction Period
Accrual Date; provided, however, that if such date is later than the maturity date of a
maturity of ARS, the last day of such Auction Period shall be the maturity date of such ARS.
"Auction Period Accrual Date" shall mean September 20, 1994 and every 5th Tuesday
thereafter (or such other day that the Market Agent shall establish as an Auction Period
Accrual Date); provided, however, that if such day is not a Business Day, the Auction
Period Accrual Date shall be the next succeeding Business Day. "Applicable Day Count
Fraction" shall mean, with respect to any period the actual number of days in such period
divided by the number of days in such period on the basis of twelve 30-day months.
LAI-70383.1 4
THE INTEREST PERIOD, THE APPLICABLE IRS RATE AND METHOD FOR
DETERMINING IT, THE APPLICABLE ARS RA D METHOD FOR
DETERMINING IT, THE INTEREST PAYME ES, AND THE AUCTION
PROCEDURE RELATED THERETO WILL ERMINED UPON THE TERMS
AND CONDITIONS, INCLUDING REQ OTICES THEREOF TO THE
HOLDERS OF THE BONDS, DESC THE INDENTURE INCLUDING Appendix
A THERETO, TO WHICH PROVIS PECIFIC REFERENCE IS HEREBY MADE
AND ALL OF WHICH PROVISIONS RE HEREBY SPECIFICALLY INCORPORATED
HEREIN BY REFERENCE.
Mandatory Tender of ARS, Fixing and Separating ARS and IRS
Any Beneficial Owner of IRS may, at any time and from time to time, notify a
Broker-Dealer that such Beneficial Owner intends to submit a Bid for a specified principal
amount of ARS having the same maturity date as such IRS on the next succeeding Auction
Date in order to cause such ARS to be Fixed with all or a portion of such IRS, and that if
such Bid is unsuccessful, in whole or in part, such Beneficial Owner requires that ARS
(which are not Fixed) in an aggregate principal amount equal to the unsuccessful portion of
such Bid be tendered to such Beneficial Owner for purchase on the seventh Business Day
prior to the next succeeding Auction Date following the Auction in which such Bid proved
unsuccessful.
A Beneficial Owner of IRS may cause such IRS to be combined with ARS, or
"Fixed", and traded as a unit as Regular Fixed AIRS or Newly Fixed AIRS. IRS which
became Fixed with ARS will be considered Newly Fixed AIRS for the remainder of the
Interest Period in which such IRS and ARS were Fixed. The Service Charge payable with
respect to the ARS which were Fixed will continue to accrue for the remainder of such
Interest Period.
A Beneficial Owner of Regular Fixed AIRS or Newly Fixed AIRS may cause such
ARS and IRS to be "Separated", and traded separately as IRS and ARS, during the seven-day
period immediately preceding a Record Date (other than during a Closed Period) by
delivering instructions to a Broker-Dealer. Upon receipt of notice from the Broker-Dealer,
the Auction Agent will cause such Regular Fixed AIRS or Newly Fixed AIRS to be
Separated on the next succeeding Interest Payment Date, or if such Interest Payment Date
falls within a Closed Period, on the next succeeding Auction Period Accrual Date.
Redemption Provisions
The IRS are subject to redemption at the option of the Authority in whole or in part
on any Interest Payment Date on or after July 1, 2004, at the following redemption prices
LA1-70383.1 5
(expressed as a percentage of their principal amount) plus accrued interest to the redemption
date:
IRS maturing in 2014
Redemption Dates (inclusive) Redemption Prig
July 1, 2004 to June 30, 2005 104
July 1, 2005 to June 30, 2006 1t
July 1, 2006 and thereafter �Qe, ,0
The IRS maturing on July 1, 2004, are also subj2t to mandatory redemption on July
1, 2010 in the years 2010 through 2014 and in the respective principal amounts set forth in
the Indenture, at a redemption price equal to 100% of the principal amount thereof plus
accrued interest thereon to the redemption date.
The Bonds are also subject to redemption prior to their respective maturity dates, in
authorized denominations, on any date, as a whole or in part, from net insurance proceeds or
condemnation awards, upon the terms and conditions of, and as provided in, the Indenture, at
the principal amount thereof together with accrued interest to the date of redemption.
In the event of any partial redemption of Bonds, the Bonds or portions thereof to be
redeemed shall be selected as provided in the Indenture. The Authority shall not redeem IRS
on any date unless on the same date the Authority redeems an equal principal amount of
ARS. Notice of any redemption shall be given by the payment of the redemption price
thereof shall be made at the time and in the manner set forth in the Indenture. If at the time
of mailing of any notice of optional redemption the Authority shall not have deposited with
the Trustee monies sufficient to redeem all Bonds called for redemption, such notice may
state that it is subject to the deposit of the redemption monies with the Trustee not later than
the opening of business on the redemption date and shall be of no effect unless such monies
are so deposited. If on the redemption date sufficient moneys shall have been deposited with
the Trustee to effect such redemption in accordance with the Indenture, then interest shall
cease to accrue on the redemption date on all Bonds or portions thereof so called for
redemption.
As provided in the Indenture, notice of redemption of this Bond shall be given by first
class mail not less than thirty (30) days nor more than sixty (60) days before the redemption
date to the registered owner hereof. If notice of redemption has been duly given and money
for the payment of the redemption price is held by the Trustee, then on the redemption date
designated in such notice, this Bond shall become due and payable, and from and after the
date so designated, interest on this Bond shall cease to accrue and the registered owner of
this Bond shall have no rights with respect hereto except to receive payment of the
redemption price hereof.
To the extent permitted by, and as provided in Appendix A to the Indenture,
modifications or amendments of Appendix A, and of the rights and obligations of the
Authority and of the owners of the Bonds may be made with the consent of the Bond Issuer
LA1-70383.1 6
by the Authority, (i) upon obtaining an opinion of counsel that the same does not materially
adversely affect the rights of the owners of the Bonds, or (ii) by obtaining the consent of the
owners of all ARS and IRS or, in the event all of the ARS and IRS are Fixed, by obtaining
the consent of the owners of all Newly Fixed AIRS and Regular Fixed AIRS. In the second
event, the Trustee shall mail notice of such amendme .to the owners of the ARS, and if, on
the first Auction Date occurring at least 30 days a - e date on which the Trustee mailed
such notice, Sufficient Clearing Bids (as define. i - Auction Agent Agreement) have been
received or all of the ARS are subject to Subr >• Hold Orders (as defined in the Auction
Agent Agreement), the proposed amendince,W11 be deemed to have been consented to by
the owners of all ARS. As an addition eition precedent to any such amendment
pursuant to the provisions of the Indent, there shall be delivered to the Authority and the
Trustee an opinion of counsel to the effect that such amendment will not adversely affect the
validity of the ARS or IRS or the exclusion of interest on any of the Bonds from gross
income for federal income tax purposes. Written notice of each such amendment shall be
delivered by the Authority to the Trustee, the Auction Agent and each Broker-Dealer.
If an Event of Default, as defined in the Indenture, shall occur, the principal of all
outstanding Bonds may be declared due and payable upon the conditions, in the manner and
with the effect provided in the Indenture; except that the Indenture provides that in certain
events such declaration and its consequences may be rescinded by the registered owners of at
least a majority in aggregate principal amount of the Bonds then outstanding.
This Bond is transferable only on the books required to be kept for that purpose by the
Trustee by the registered owner hereof in person or by his duly authorized attorney upon
payment of the charges provided in the Indenture and upon surrender of this Bond together
with a written instrument of transfer in a form approved by the Trustee duly executed by the
registered owner or his duly authorized attorney, and thereupon a new fully registered Bond
or Bonds in the same aggregate principal amount will be issued to the transferee in exchange
therefor. The Trustee shall not be required to register the transfer of or exchange any Bond
(1) during the period commencing on the day five (5) business days before the date on which
Bonds are to be selected for redemption and ending on such date of selection, or (2) which
has been selected for redemption in whole or in part.
The Authority and the Trustee may deem and treat the registered owner hereof as the
absolute owner hereof for the purpose of receiving payment of the interest hereon and
principal hereof and for all other purposes, whether or not this Bond shall be overdue, and
neither the Authority nor the Trustee shall be affected by any notice or knowledge to the
contrary; and payment of the interest on and principal of this Bond shall be made only to
such registered owner, which payments shall be valid and effectual to satisfy and discharge
liability on this Bond to the extent of the sum or sums so paid.
If the Authority shall pay or cause to be paid or there shall otherwise be paid to the
registered owners of all outstanding Bonds the interest thereon, the principal thereof and the
redemption premiums, if any, thereon at the times and in the manner stipulated herein and in
the Indenture, then the registered owners of such Bonds shall cease to be entitled to the
pledge of the Revenues as provided in the Indenture, and all agreements, covenants and other
LA1-70383.1 7
obligations of the Authority to the registered owners o uch Bonds under the Indenture shall
thereupon cease, terminate and become void and arged and satisfied.
This Bond shall not be entitled to an :se it, protection or security tinder the
Indenture or become valid or obligatory .. -1 •+'purpose until the certificate of authentication
and registration hereon endorsed shall .0 - been manually executed and dated by the
Trustee.
It is hereby certified that all acts and proceedings required by law necessary to make
this Bond, when executed by the Authority, authenticated and delivered by the Trustee and
duly issued, the valid, binding and legal limited obligation of the Authority have been done
and taken, and have been in all respects duly authorized.
•
LA1-70383.1 8
IN WITNESS WHEREOF, the Santa Ana Financing Authority has caused
this Bond to be executed in its name and on its behalf by the manual or facsimile signature of
its Chairman and attested to by the manual or facsimile signature of its Secretary, and has
caused this Bond to be dated as of the day and year first above written.
SANTA ANA FINANCINGIORITY
ASS
By ,
Attest: .
CERTIFICATE OF AUTHENTICATION AND
REGISTRATION
This is one of the Bonds described in the within mentioned Indenture which
has been authenticated and registered on March 23, 1994.
MERIDIAN TRUST COMPANY OF CALIFORNIA, as
Trustee
By •
eed Signatory
LA1-70383.1 10
ASSIGNMENT
. For value received the undersigned hereby sells, assigns and transfers unto
, whose tax identification number is , the within bond and all
rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer the within bond on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:
NOTE: The signature to this Assignment must correspond with the name as written
upon the face of the bond in every particular, without alteration or
enlarnt or any change whatsoever.
Signature Guaran`
4)
NOTIC% The signature must be guaranteed by a member of the New York Stock
Exchange or a commercial bank or trust company.
LA1-70383.1 11
STATEMENT OF INSURANCE
The Municipal Bond Investors Assurance Corporation (the "Insurer") has
issued a policy containing the following provisions, such policy being on file at Meridian
Trust Company of California, San Francisco, California.
The Insurer, in consideration of the paym t of the premium and subject to the
terms of this policy, hereby unconditionally and irre guarantees to any owner, as
hereinafter defined, of the following described o i ' s, the full and complete payment
required to be made by or on behalf of the S a Financing Authority (the "Issuer") to
Meridian Trust Company of California, or 10, cessor (the "Paying Agent") of an amount
equal to (i) the principal of (either at th ber maturity or by any advancement of maturity
pursuant to a mandatory sinking fund pa ent) and interest on, the Obligations (as that term
is defined below) as such payments shall become due but shall not be so paid (except that in
the event of any acceleration of the due date of such principal by reason of mandatory or
optional redemption or acceleration resulting from default or otherwise, other than any
advancement of maturity pursuant to a mandatory sinking fund payment, the payments
guaranteed hereby shall be made in such amounts and at such times as such payments of
principal would have been due had there not been any such acceleration); and (ii) the
reimbursement of any such payment which is subsequently recovered from any owner
pursuant to a final judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such owner within the meaning of any applicable
bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence
shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean:
$107,399,438.50 Santa Ma Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds,
Series 1994A
Upon receipt of telephonic or telegraphic notice, such notice subsequently
confirmed in writing by registered or certified mail, or upon receipt of written notice by
registered or certified mail, by the Insurer from the Paying Agent or any owner of an
Obligation the payment of an Insured Amount for which is then due, that such required
payment has not been made, the Insurer on the due date of such payment or within one
business day after receipt of notice of such nonpayment, whichever is later, will make a
deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New
York, New York, or its successor, sufficient for the payment of any such Insured Amounts
which are then due. Upon presentment and surrender of such Obligations or presentment of
such other proof of ownership of the Obligations, together with any appropriate instruments
of assignment to evidence the assignment of the Insured Amounts due on the Obligations as
are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer
as agent for such owners of the Obligations in any legal proceeding related to payment of
Insured Amounts on the Obligations, such instruments being in a form satisfactory to State
Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall
disburse to such owners or the Paying Agent payment of the Insured Amounts due on such
LA1-70383.1 12
Obligations, less any amount held by the Paying Agent for the payment of such Insured
Amounts and legally available therefor. This policy does not insure against loss of any
prepayment premium which may at any time be pay'A�le with respect to any Obligation.
As used herein, the term "ow all mean the registered owner of any
Obligation as indicated in the books main y the Paying Agent, the Issuer, or any
designee of the Issuer for such purpos term owner shall not include the Issuer or any
party whose agreement with the Iss o stitutes the underlying security for the Obligations.
Any service of process on the Insurer may be made to the Insurer at its offices
located at 113 King Street, Armonk, New York 10504.
This policy is non-cancelable for any reason. The premium on this policy is
not refundable for any reason including the payment prior to maturity of the Obligations.
In the event the Insurer were to become insolvent, any claims arising under a
policy of financial guaranty insurance are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 (commencing with
Section 1063) of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.
MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION
LA1-70383.1 13
.+PORT OI? PROPOSED DEBT LSSUA: c
Castes Dee Advisory Coast
915 CatpW[fag,Rem 400,Memo,CA f51114
P.O.Iles M2Nl,Sneer°,CA 942N-4001
Ole 324.1305
Completion and timely submittal of this form to the California Debt Advisory Commission (CDAC) at the above address will assure your
compliance with existing California State law and will oast in the maintenance of a complete data base.Thank you for your cooperation. '
Santa Ana Financing Authority
NAME OF ISSUER
20 Civic Center Plaza, Santa Ana, California 92701
ADDRESS OF ISSUER
COUNTY: Orange County
PROPOSED SALE DATE February 1 , 19 9 4
TYPE OF SALE: 0 Competitive ® Negotiated
PROPOSED PRINCIPAL TO BE SOLD: $ 105, 000, 000
DOES THE ISSUER INTEND TO SELL THE DEBT ISSUE IN A FOREIGN CURRENCY/t X No 0 Yes
IS THE INTEREST ON THE DEBT MEW,'FROM TAXATION?
Under State law: 0 NO(taxable) YES(tax-exempt)
Under Federal lam 0 NO(taxable) [jJ YES(tax-exempt)IftbeissueisFederalytax-exempt.is interest a specific preference item for the
of alternative minimum tax?
tJ Yet preference item ® No,not a prehteace item
IS ANY PORTION OF THE DEBT FOR REFUNDING?3
® No 0 Yes,proposed.mount for refunding $
TYPE OF DEBT INSTRUMENT
NOTE BOND
❑ Tax anticipation(T101) 0 Genual obligation(1201)
❑ Tax and revenue anticipation(T102) 0 Limited tax obligation(T202)
❑ Revenue anticipation(T103) 0 Revenue(Public enterprise)(1203)
❑ Bond anticipation(T104) 0 Condttit teems(Print obligor)(T204)
❑ Gram anticipation(T103) 0 Special aireaneeet(1206)
❑ Tax allocation(T106) 0 Tax allocation(T206)
❑ Other note(Please specify below.)(MT) El Public leen revenue(T207)
0 Other hoed(Please specify below.)(120S)
❑ FINANCING LEASE MOO 0 COMMERCIAL PAPER(T4on
❑ CERTIFICATES OF PARTICIPATION 0"301) 0 'own(Please specify below.)(T601)
Please specify if"Other emefOther bond/OTHER"was checked:
SOURCE(S)OF REPAYMENT 0 Tax•inaetoent(5106)
❑ Public enterprise revenues(SlOI)
❑ Private obligor payments(S102) ❑ Special arasmeea(S107)
❑ Bond proceeds($103) 0 genial tax rttnennas(SIN)
❑ Grants(S104) 0 Property m tens(SIO9)
❑ tntanavrmmenW wanders other then grants(Star) 0 General hot d using Jurisdiction(S110)
0 Other(Pkaae pecifyd(Slltk Lease revenue payments made pursuant to a Ground TIPacP
Sagas adl3fydot'rCakarmiiCaww.rnddinsfl srisairef prspooderw ' 'YNosirodYtaissoutrr/bprpdalYY/rmlCrlserAot30*rprorn
de ask
r Seca 592200of ifs fi VonSGeiew.urtCe/rnririsMiosirenprti0L7sp'brerMYMiarriusaYarimirasaip7ihitaassrwcyaAeNwb.'1W^parr of Or Owed
Salo f Muria
s scam 11Jd3fe1f2Xa1MArGyfareisCarwtrrGrgirlrsiy baiter sdi'rRisky Wokswhom aioresse Yrlissit r.omsaam ent.whn two
wads aerdr bash ate wit is dr MAC epi_ Ar net shy she kiwi arc/raid is of Ar bask•tpee raker eta awned MS lad of at p.th&r,e
Sias
STATE OF CALIFORNIA . �,.
CALIFORNIA DEBT ADVISORY COMMISSION
915 CAPITOL MALL,ROOM 400 - MEMBERS
P.O. BOX 942809
SACRAMENTO,CA 94209-0001 Kathleen Brown
State Treasurer
TELEPHONE: (916)653-3269
Pete wilson
FAX: (916)654-7440 December 16, 1993 Governor
• Steve Juarez
Gray n
Executive Director States Co Controller
Robert G.Beverly
State Senator
Lucy Killea
TO: Lawrence N. Tonomura, Esq. statesenator
Orrick Herrington & Sutcliffe Jim Costa
777 South Figueroa Street, Suite 3200 State Assemblyman
Patrick J.Nolan
Los Angeles, CA 90017
Score Assemblymen
Donald W.Metz
Treasurer/Tax Collector
County of Sonoma
Phyllis E.Currie, •
FROM: CALIFORNIA DEBT ADVISORY COMMISSION Chief Financial(Nicer
Los Angeles City Degartrnent
of Water end Power
SUBJECT: Acknowledgment of Report of Proposed Debt Issuance
Section 8855 (g) of the California Government Code requires
written notice to be given to the California Debt Advisory
Commission no later than 30 days prior to the proposed sale of
any public agency debt issue.
The California Debt Advisory Commission (CDAC) acknowledges your
written notice of the following proposed debt issuance:
CDAC Number: 93-2026
Issuer: SANTA ANA FA
Project: Police Facility Project
Proposed Amount: $105, 000, 000
•
Proposed Sale Date: February 1, 1994
Date Notice Received: December 15, 1993
Please submit the "Report of Final Sale" and the Official
Statement (or offering circular) on this issue after the sale is
completed.
Any questions regarding reporting requirements may be directed to
the CDAC staff at (916) 653-3269.
cc: David N. Ream, Executive Director
� 7 law
Printed on Recycled Paper
CDAC#: 93-2026
REPORT OF FINAL SALE •
California Debt Advisory Commission V F D
915 Capitol Mall,Room 400,Sacramento,CA 95814,
P.O.Box 942809,Sacramento,CA 94209-0001
(916)653-3269 APR 4.1994
Completion of this form is requested to provide information which was not available when the"Report of Propos_e� ance" was filed
with the CDAC or to verify information which was reported as"proposed."Additionally,please send a copy of�fli�idfl gyp( t(or offering
circular)with this form to the CDAC. ADVISOR'(L'Jll'��
NAME OF ISSUER: Santa Ana Financing Authority
$107, 399,438 . 50 Santa Ana Financing Authority Police Administration
ISSUENAME: and Holding Facility Lease Revenue Bonds, Series 1994A
OFFICIAL STATEMENT: ❑X Enclosed El Tb be sent ❑ None available
SALE DATE: March 23 , 1994 PRINCIPAL AMOUNT SOLD $ 107, 399,438. 50
IS THE DEBT ISSUE DENOMINATED IN A FOREIGN CURRENCY? •
® No 0 Yes,type of foreign currency
IS THE INTEREST ON THE DEBT EXEMPT FROM TAXATION?
Under State law: ❑ NO(taxable) ® YES(tax-exempt)
Under Federal law: 0 NO(taxable) El YES(tax-exempt)If the issue is federally tax-exempt,is interest a specific preference item for
the purpose of alternative minimum tax?
0 Yes,preference item 0 No,not a preference item
IS ANY PORTION OF THE DEBT FOR REFUNDING?
® No 0 Yes,amount of this issue(including costs)which is for refunding of existing debt $
•
UNDERWRITER OR PURCHASER: Smith Barney Shearson . Inc.
FINANCIAL ADVISOR: Kelling, Northcross & Norbriga
INDICATE CREDIT RATING: (For example,"AAA"or"Aaa")
0 RATED
Standard&Poor's: AAA Fitch:
Moody's: Aaa Other:
❑ NOT RATED
WAS THE ISSUE INSURED OR GUARANTEED? 0 No ® Bond insurance 0 Letter(s)of credit 0 Other
GUARANTOR'S NAME: Municipal Bond Investors Assurance Corporation
INTEREST COST: 5.705862 % ❑ TIC El NIC ❑ Variable(Please specify.)
IF NEGOTIATED SALE,INDICATE GROSS SPREAD: See Official Statement
FINANCIAI,ADVISORFEE: To be determined BOND COUNSEL FEE: To be determined
d 3R COSTS OF ISSUANCE PAID BY THE ISSUER:(For example,advertising,printing,bond registration,bond rating,etc.Please specify
amountandpurpose.) See Official Statement
Section 5.4.583(c)(2)(B)of the California Government Code requires that am'local agency selling refunding bonds at private sale or on a negotiated basis shall send a written statement,within
two weeks after rite bones are sold to the CDAC explaining the reasons why the local agency determined to sell the bonds at private sale or on a negotiated basis instead of at public sak.
19'
$ Ll information Return for Tax-Exempt GovernmentaG
1.- Under Internal Revenue Code section 149(e) OMtoV1V 23 •
(Rev.May 1993) oftIOSST
Form . 0.- See separate Instructions. , . C +
Department elate Treasury (Use Form 8038-GC if the issue price is under$100,¶t'
L
Internal Revenue Senke
Reporting Authority ed Return,check here ► ❑
1 Issuer's name Issuer's employer identification number
SANTA ANA FINANCING AUTHORITY 5-3$60326
3 Number and street(or P.O.box if mail is not delivered to street address) I Room/suite 4 Report number
20 Civic Center Plaza G19 94 -1
5 City,town,state,and ZIP code 6 Date of issue
Santa Ana, California 92701 March 23. 1994
7 Name of Issue Santa Ana Financing Authority Police Administration 8 CUSIP Number
�d Holding Facility Tease Revenue Bonds, Series 1994A 801109AB5
Type of Issue(check applicable box(es) and enter the issue price)
Issue price
9 0 Education (attach schedule-see instructions) - gr $
10 0 Health and hospital (attach schedule-see instructions). ta 'yi t :�
11 0 Transportation 1ys,.�.�4.
12 0 Public safety ,.
4 g
13 0 Environment(including sewage bonds) 6 o.
14 0 Housing OW
15 ❑ Utilities Vi ,, >
'
16 ® Other. Describe(see Instructions) ► Jail Facility ////1/1//1/057 339.65
17 If obligations are tax or other revenue anticipation bonds,check t➢o nil
�18 If obligations are In the form of a lease or installment sale,check x I it
.i�' ""s Descri tion of Obligations
(a) •b) (c) (d) tel (9 l91
Maturity dale Interest rate Issue price.,. Stated redemption Weighted field Net interest
price at maturity average maturity cost
19 Final maturity. 7 1 2024 6.250% 9,174,139.20 . • 8 685,000.00 ���������/.7����/���������j
20 Entire Issue . �J���//��/7����A11.057.339.65 207,399,436.50 22.482 years * % ** %
_I Uses of Original Proceeds of Bond Issue (including underwriters'discount)
21 Proceeds used for accrued interest 21 315,258.63
22 Issue price of entire issue(enter amount from line 20, column(c)) 22 111,057,339.65
23 Proceeds used for bond issuance costs(including underwriters'discount) . 23 1,177,459_01
24 Proceeds used for credit enhancement -• 24 1.091.000.00I
25 Proceeds allocated to reasonably required reserve or replacement fund . . 25 9,72 7-R12.50
26 Proceeds used to refund prior issues 26 -0
27 Total(add lines 23 through 6)
•
27 11,496,271.51
28 Nonrefunding proceeds of the issue(subtract line 27 from line 22 and enter amount here). . . 28 99,561,068.14
10:110 Description of Refunded Bonds (complete this part only for refunding bonds)
29 Enter the remaining weighted average maturity of the bonds to be refunded ► years
30 Enter the last date on which the refunded bonds will be called P.
31 Enter the date(s)the refunded bonds were issued ►
Latal Miscellaneous
32 Enter the amount of the state volume cap allocated to the issue P.
33 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(l)(III) (small issuer
exception) ►
34 Pooled financings:
a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units P.
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box P. ❑ and enter the name of the
issuer E. . and the date of the issue ►
35 If the issuer has elected to pay a penalty in lieu of rebate, check box P. ❑
Under pen. es'el perjury,I deda a I have examined this return and accompanying schedules and statements.and to the best of my knowlecce
and bel' ,they ale true,ecrrec.and complete.
Please / /72
Type
Si n
Here �[ David N. Ream
8 40re7<)l f/an- _ March 23, 1994 i Executive Director
Signature of officer Dale or print name and title
For Paperwork Reduction Act Notice, see page 1 of the Instructions. cal No.63773S Form 8038-G (Rev e-93;
* 5.855178%
** 5.705862%
REQUISITION FOR MONEY
(SANTA ANA FINANCING AUTHORITY)
I. Requisition No.: 1.
II. The Santa Ana Financing Authority (the "Authority") hereby requests
Meridian Trust Company of California, as trustee ("Trustee") pursuant to that certain
Indenture, dated as of March 1, 1994 (the "Indenture"), between the Authority and the
Trustee, under the terms of which Indenture the Authority has issued its Police Administration
and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds"), to pay from the
moneys in the Costs of Issuance Fund established pursuant to Section 4.01 of the Indenture
(the "Costs of Issuance Fund"), upon receipt of an invoice therefor, an amount not to exceed
the total amount shown on Schedule I attached hereto to the order of the persons shown
therein, as reimbursement for the costs incurred or expenditures made in connection with the
issuance of the Bonds.
III. The payees, the purpose for which the cost has been incurred, and the
amount of the disbursement requested are itemized on Schedule I hereto.
IV. Each obligation mentioned in Schedule I hereto has been properly
incurred and is a proper charge against the Costs of Issuance Fund. None of the items for
which payment is requested has been reimbursed previously from the Costs of Issuance Fund.
Dated: March 23, 1994
SANTA ANA FINAN G AUTH TY
By le; •
David N. Ream,
Executive Director
LA 1-69935.2
SCHEDULE I
Payee Purpose Amount
Meridian Trust Company of Acceptance Fee, Administration $ 8,500.00
California Fee as Trustee, Trustee Counsel
Fee and Closing Expenses
Orrick, Herrington & Sutcliffe Bond Counsel Fee, plus 50,000.00
disbursements
Wire payment as follows:
Bank of America NT & SA
San Francisco Main Branch
For Account of Orrick, Herrington
& Sutcliffe
Account No. 1499-4-10382
ABA No. 121000358
RR Donnelley Financial Printing of Preliminary Official 17,831.53
Statement and Official Statement
TOTAL $76.331.53
LAI-69935.3
TAB#33 TITLE INSURANCE POLICIES
ON FILE WITH THE TRUSTEE FOR THIS TRANSACTION
LA1-63221.5
INSURANCE CERTIFICATE
I, DAVID N. REAM, City Manager for the City of Santa Ana (the "City"),
hereby certify that I am familiar with the provisions of that certain Lease, dated as of March
1, 1994 (the "Lease"), between the City, as lessee, and the Santa Ana Financing Authority,
as lessor, and that the City has caused policies of insurance to be obtained, as required by
Section 6.03 of the Lease, which policies of insurance are evidenced by the Certificate of
Insurance attached hereto as Exhibit A.
Dated: March 23, 1994
CITY OF SANTA,kNA
By :t._ r'G.___, //117_
David N. Ream,
City Manager
LA 1-69935.2
:ACIOI:Ds U SE TIFIV :II : I88UE DATE MM OD ....:.�ATIi ��4NSUFIANGE..
PRODUCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
Marsh & McLennan, Incorporated CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE 695 MacArthur Court DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
,ite 550 POLICIES BELOW.
Newport Beach, CA 92660 COMPANIES AFFORDING COVERAGE
COMPAIETTERNY A RELIANCE INSURANCE CO
INSURED COMPANY B ALLIANZ INSURANCE CO.
CRSS Constructors, Inc.
2500 Michelson Drive COMTERNY C
Suite 100
Irvine, CA 92714 LETTER"Y D
COMPANY
LETTER E
IMMLI ,...:,,...c.,,Ka-a.,m p.vc:3R^rc.:.:..::.Aax.r.:,piNp ^::^ccc. .:.:..
..... :...,k..._->....n.}:....):.vc...}:.c....a::::.;�.:..c:p,:�:c5ic.:::::V?�:cer:..:c:Rc:.'co>::::i'a>a;::.:..:
THIS IS ...............,..}}:<.:�.:., �::...:.c�..,:y�:<::<�::.�::::::..:-`;;2:y::%S:'<:i=::s�_:::;c:,:�e:.:r::.::}:..:».:>:;::>::>s;:rs:�.:�y::%>:::�:::a>,::;%r.��::c�-:<:;:;:::.:.::e::•::•;}:
TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOWa:.E<I..SUR.,D,,,AM �:>...;.VE,.F ..,,.HE.POL.C.:...PERIOD:.'::4'�"x'a>,�.;.:.,.....
HAVE BEEN ISSUED T THE INSURED NAMED ABOVE FOR ECT TO WHICH T a...-� ��
INDICATED,NOTWITHSTANDING ANY REQUIREMENT, TERM OH CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AU.THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
T
CO
TYPE OF INSURANCEEFFECTIVE LA
POLICY NUMBER POUC
DATEV(MM/°D/YY)RAIION
LIMITS
A GENERAL UABIUTY SJ 2539905 1
3/31/94 3/31/Y5 GENERAL AGGREGATE $ I000000
X COMMERCIALGENERAL UABIUTY
$
,.,,, (CLAIMS MADE X OCCUq, PRODUCTS-COMP/OP AGG. $ 10000001
X OWNER'S&CONTRACTOR'S PROT. PERSONAL&ADV.INJURY $ 1000000
EACH OCCURRENCE $ 1000000
FIRE DAMAGE(Any one fire) $ 50000
AUTOMOBILE LAMM - MED.EXPENSE(Any one person) $ 5000
ANY AUTO COMBINED SINGLE
LIMIT $
ALL OWNED AUTOS
SCHEDULED AUTOS BODILY INJURY
(Per person) $
HIRED AUTOS
NON-OWNED AUTOS BODILY INJURY
(Per eccldenl) $
GARAGE LIAR um
PROPERTY DAMAGE $
EICESS WBIUTY
UMBRELLA FOAM EACH OCCURRENCE $
AGGREGATE
OTHER THAN UMBRELLA FORM $
WORKER'S ..... ................................
COMPENSATION
�' MSLTanaM
ISTATUTORY�LIMITS��`
AND EACH ACCIDENT "g 2ia.::..a::.....:.....^•...,
EMPLOYERS'WHAM DISEASE-POLICY OMIT S
OTHER DISEASE-EACH EMPLOYEE $
B FIRE & ALLIED ATO 1022009 3/31/94 3/31/96 $78,300,000 Blanket
All risks of physical damage - builders risk form.
DESCRIPTION OF°PEMTIONS/LOCAVON$/VEHICLEB/BpECIAL VEILS
Certificate holder is named as loss payee and additional insured with
respect to the Santa Ana Police Administration/Holding Facility as their
interest May appear.
PAVERWAgitiO .,...;Qkrt3>a°^*�c:.�"�a��:s^�s>..�..3.".ate,<za.<.w....�:.:.c.;:;<,>:.
. .........:.:..:........
:�.^.... ....... ^...:2:.,....d.•.x.:.:....:......CAH @LLATJ. :ESI:.:.EWMI:os:a:::M::>::`:,.:>:::::>.:,;;}::.,>}}:...,}:^..:..:::„..
gagagnig
£y SHOULD ANY OF THE MOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Meridian Trust Co. of CA sr.` EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO
650 California St, 8th Floor MAIL.1O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
Attn: Todd Duncan LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
San Francisco, CA 94108 LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
•
why{. �l,Apg
MeiG41�.P1::(,('#'Y:;.. aC<Gvry ,.::ur...^.x}.}.:R:c✓:»zay.3<{%Ta::':41^:_wn:'.:ie!xc:.:,:::.c::v`:S.
:,r
.r....... Q. %js:.aa.ox�,."�'jr*:`.,.vi:>.;<:;:..:oe:..,x$ss�:,n:ms`:`.c«;:c.�Ey:,::.e, QAI
" ._: ......... .::.....:.,.. .c.:...}n:aiY:::�"�:;::>},<::\..'::J�.tw'e08�!:.�''.lS''.��}I#�V�».}"':%3:81aU'
MaIA FINANCIAL GUARANTY INSURANCE POLICY
Municipal Bond Investors Assurance Corporation
Armonk,New York 10504
Policy No. 15491
Municipal Bond Investors Assurance Corporation (the "Insurer"), in consideration of the payment of the premium and subject to the terms of this
policy,hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and
complete payment required to be made by or on behalf of the Issuer to Meridian Trust Company of California,San Francisco,California or its successor
(the"Paying Agent")of an amount equal to(i)the principal of(either at the stated maturity or by any advancement of maturity pursuant to a mandatory
sinking fund payment)and interest on, the Obligations(as that teen is defined below)as such payments shall become due but shall not be so paid
(except that in the event of any acceleration of the due date of such principal by mason of mandatory or optional redemption or acceleration resulting
from default or otherwise,other than any advancement of maturity pursuant to a mandatory sinking fund payment,the payments guaranteed hereby
shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and(ii)
the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent
jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts
referred to in clauses(i)and(ii)of the preceding sentence shall be referred to herein collectively as the"Insured Amounts." "Obligations"shall mean:
$107,399,438.50(Original Principal Value)
$108,255,000(Maturity Value)
Santa Ma Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds
Series 1994A
Upon receipt of telephonic or telegraphic notice,such notice subsequently confirmed in writing by registered or certified mail,or upon receipt of written
notice by registered or certified mail,by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which
is then due,that such required payment has not been made,the Insurer on the due date of such payment or within one business day after receipt of notice
of such nonpayment,whichever is later,will make a deposit of funds,in an account with State Street Bank and Trust Company,NA.,in New York,
New York,or its successor,sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such
Obligations or presentment of such other proof of ownership of the Obligations,together with any appropriate insnrments of assignment to evidence
the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer,and appropriate instruments to effect the appointment of the
Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations,such instruments
being in a form satisfactory to State Street Bank and Trust Company,N.A.,State Street Bank and Trust Company,N.A.shall disburse to such owners,
or the Paying Agent payment of the Insured Amounts due on such Obligations,less any amount held by the Paying Agent for the payment of such
Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable
with respect to any Obligation.
As used herein,the term"owner"shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent,the
Issuer,or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer
constitutes the underlying security for the Obligations.
My service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street,Armonk,New York 10504 and such service
of process shall be valid and binding.
This policy is non-cancellable for any mason. The premium on this policy is not refundable for any mason including the payment prior to maturity of
the Obligations.
In the event the Insurer were to become insolvent,any claims arising under a policy of financial guaranty insurance are excluded from coverage by the
California Insurance Guaranty Association,established pursuant to Article 142(commencing with Section 1063)of Chapter 1 of Part 2 of Division 1 of
the California Insurance Code.
IN WITNESS WHEREOF,the Insurer has caused this policy to be executed in facsimile on its behalf by its duly authorized officers,this 23rd day of
March,1994.
MUNICIPAL BOND INVESTORS
ASSURANCE CORPORATION
trefuAa. teat,.
Presid t �/J�
Attest�2r.Q. e w / // c
Assistant Secretary
SID-RCA-5
Municipal Bond Investors
Assurance Corporation
113 King Street
Armonk,NY 10504
914 273 4545
TAX CERTIFICATE
City of Santa Ana
20 Civic Center Plaza
M Gi V'�A Santa Ana,California 92702
RE: $107,399,438.50 (Original Principal Value) $108,255,000 (Maturity Value) Santa
Ana Financing Authority, Police Administration and Holding Facility Lease
Revenue Bonds,Series 1994A
(the"Obligations")
Ladies and Gentlemen:
In connection with the issuance of the above-referenced obligations(the "Obligations"),
Municipal Bond Investors Assurance Corporation (the "Insurer") is issuing a financial
guaranty insurance policy(the"Policy")securing the payment of principal and interest on the
Obligations.
This is to advise you that:
1. The Policy is an unconditional obligation of the Insurer to pay scheduled payments
of principal and interest on the Obligations in the event of a failure to do so by the City of
Santa Ana; •
2. The insurance premium in the amount of$1,091,000 represents the charge for a
transfer of credit risk and was determined in arm's length negotiations and is required to be
paid as a condition to the issuance of the Policy;
3. No portion of such premium represents an indirect payment of costs related to the
issuance of the Obligations other than the transfer of credit risk;
4. The Insurer does not reasonably expect that it will be called upon to make any
payment under the Policy;and
5. To the extent the Insurer is called upon to make any payment under the Policy,the
Insurer reasonably expects to pursue all available legal remedies to secure reimbursement for
such payment.
Dated:March 23, 1994.
MUNICIPAL BOND INVESTORS/ ASSURANCE CORPORATION
jte4_44,1
Assistant Secretary
/H O
CERTIFICATE OF MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION
I, Pauline M. Cullen, Assistant Secretary of Municipal Bond Investors Assurance
Corporation, do hereby certify that the information concerning Municipal Bond Investors
Assurance Corporation and its policies as set forth in the Official Statement, dated March 23,
1994 under the caption "BOND INSURANCE",regarding$107,399,438.50 Santa Ana Financing
Authority, Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A, is
accurate.
IN WITNESS WHEREOF, I hereunto set my hand and deliver this Certificate on this
23rd day of March, 1994.
Assistant Secretary
MAYOR
Daniel H.Young etarh ALL-AMERICA CITY 1982-83
MAYOR PRO TEM
Miguel A.Pulido CITY MANAGER
'JNCILMEMBERS education ISM David N. Ream
homas E.Lutz CITY ATTORNEY
Patricia A.McGuigan Edward J.Cooper
Lisa Mills CITY OF SANTA ANA CLERK OF THE COUNCIL
Ted R Moreno
Janice C.Guy
Robert L.Richardson
20 CIVIC CENTER PLAZA • P.O.BOX 1988
SANTA ANA,CALIFORNIA 92702
March 23 , 1994
Smith Barney Shearson Inc. ,
as representative
333 South Grand Avenue
Fifty-first Floor
Los Angeles, California 90071
Orrick, Herrington & Sutcliffe
777 South Figueroa Street, Suite 3200
Los Angeles, California 90017
Re: Santa Ana Financing Authority Police
Administration and Holding Facility
Lease Revenue Bonds, Series 1994A
Ladies and Gentlemen:
We have acted as counsel to the Santa Ana Financing
Authority (the "Authority") pursuant to an Indenture (the
"Indenture") by and between the Authority and Meridian Trust
Company of California, as trustee, and Resolution No. 94-001 SAFA
adopted by the Authority on February 22 , 1994 (the "Authority
Resolution") , in connection with the sale by the Authority of
$107 , 399, 438 .50 aggregate principal amount of the above-mentioned
bonds (the "Bonds") . In that connection, we have examined the
record of proceedings submitted to us relative to the issuance of
the Bonds and such other documents as are in our opinion necessary
to enable us to express an informed opinion with respect to the
following matters. Unless otherwise indicated, capitalized terms
used herein have the respective meanings given to such terms in the
Purchase Contract, dated March 8, 1994 (the "Purchase Contract") ,
by and among the Authority, the City, and Smith Barney Shearson
Inc. , as representative of the underwriters.
We are of the opinion that:
(i) The Authority is a joint exercise of powers
agency duly organized and validly existing under the
constitution and the laws of the State with full right, power
and authority to execute, deliver and perform its obligations
CITY ATTORNEY - (714) 647-5201 FAX NO. (714) 647-6515 C S-679
Smith Barney Shearson Inc. ,
as representative
Orrick, Herrington & Sutcliffe
March 23 , 1994
Page 2
under the Authority Documents and to carry out and consummate
the transactions contemplated by the Authority Documents, the
JPA Agreement and the Official Statement;
(ii) 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 Authority
Documents and the JPA Agreement and the Authority Documents
and the JPA Agreement constitute the legally valid and binding
obligations of the Authority enforceable against the Authority
in accordance with their respective terms;
(iii) The resolution of the Authority approving
and authorizing the execution and delivery of the Authority
Document, and approving the Official Statement, has been duly
adopted at a meeting of the governing body of the Authority,
which was called and held pursuant to law and with all public
notice required by law and at which a quorum was present and
acting throughout, and the resolution is in full force and
effect and has not been modified, amended or rescinded;
(iv) The Authority is not in default, nor has it
been in default, as to principal or interest with respect to
an obligation issued or incurred by the Authority and the
Authority is not and will not, in any manner which would
materially adversely affect the transactions contemplated by
the Authority Documents or the JPA Agreement, be in breach of
or in default under any applicable constitutional provision,
law or administrative rule or regulation of the State 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, in any
manner which would materially adversely affect the
transactions contemplated by the Authority Documents, a
default or event of default under any such instrument;
(v) The authorization, execution and delivery of
the Authority Documents and compliance with the provisions of
each of such agreements or instruments and of the JPA
Agreement do not and will not, in any manner which would
materially adversely affect the transactions contemplated by
the Authority Documents or the JPA Agreement, conflict with or
constitute a breach of or default under any applicable
Smith Barney Shearson Inc. ,
as representative
Orrick, Herrington & Sutcliffe
March 23, 1994
Page 3
constitutional provision, law or administrative rule or
regulation of the State 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 or the JPA Agreement;
(vi) The information in the Official Statement under
the captions "THE AUTHORITY, " and "LITIGATION, " is true and
accurate to the best of my knowledge at and as of the date
hereof;
(vii) 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
materially adversely affect the due performance by the
Authority of its obligations in connection with, the Authority
Documents or the JPA Agreement 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;
(viii) No action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court,
government agency, public board or body, is pending or, to the
best knowledge of the Authority after due investigation,
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 execution or
delivery of any of the Bonds, or in any way contesting or
affecting the validity of the Bonds, the Authority Documents
or the JPA Agreement or the consummation of the transactions
contemplated thereby, or contesting the exclusion of the
interest on the Bonds from gross income for federal income tax
purposes or contesting the powers of the Authority to enter
into the Authority Documents; (iii) which may result in any
Smith Barney Shearson Inc. ,
as representative
Orrick, Herrington & Sutcliffe
March 23 , 1994
Page 4
material adverse change to the financial condition of 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,
provided, however, that no opinion is given as to information
contained under the caption "BOND INSURANCE" or in APPENDIX F
thereto, 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; and
(ix) Nothing has come to my attention which would
lead such counsel to believe that the Official Statement
(excluding therefrom the financial and statistical data and
forecasts included therein, as to which no opinion need be
expressed) contains any untrue statement of a material fact or
omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.
Very truly yours,
,ram,
- •wa coop-r
City Atto -y
MAYOR
Daniel H.Young etaN ALL-AMERICA CITY 1982-83
MAYOR PRO TEM
Miguel A.Pulido CITY MANAGER
'JNCILMEMBERS .,dncation 1st David N.Ream
.homas E. Lutz CITY ATTORNEY
Patricia A.McGuigan Edward J.Cooper
Lisa Mills CITY OF SANTA ANA CLERK OF THE COUNCIL
Ted R Moreno
Janice C.Guy
Robert L.Richardson
20 CIVIC CENTER PLAZA• P.O.BOX 1988
SANTA ANA,CALIFORNIA 92702
March 23 , 1994
Smith Barney Shearson Inc. ,
as representative
333 South Grand Avenue
Fifty-first Floor
Los Angeles, California 90071
Municipal Bond Investors Assurance Corporation
113 King Street
Armonk, New York 10504
Orrick, Herrington & Sutcliffe
777 South Figueroa Street, Suite 3200
Los Angeles, California 90017
Re: Santa Ana Financing Authority Police
Administration and Holding Facility
Lease Revenue Bonds, Series 1994A
Ladies and Gentlemen:
We have acted as counsel to the City of Santa Ana (the
"City") in connection with the issuance by the Santa Ana Financing
Authority (the "Authority") of the bonds referenced in the caption
hereto (the "Bonds") pursuant to Articles 1, 2 and 4 of Chapter 5
of Division 7 of Title 1 of the Government Code of the State of
California (the "Law") , and Resolution No. 94-001 SAFA, adopted by
the Authority on February 22 , 1994 . We have examined the Law and
such certified proceedings and other papers as we deem necessary to
render this opinion. Capitalized terms used herein, unless
otherwise defined, have the meanings assigned to such terms in the
Purchase Contract, dated March 8, 1994 (the "Purchase Contract") ,
by and among the City, the Authority and Smith Barney Shearson
Inc. , as representative of the underwriters.
As to questions of fact material to our opinion,
collectively we have relied upon representations of the City
contained in the City Documents and Resolution No. 94-007 adopted
by the City on February 22 , 1994 approving and authorizing the
execution and delivery of the City Documents and approving the
Official Statement (the "City Resolution") and in the certified
proceedings and other certifications of public officials furnished
CITY ATTORNEY - (714) 647-5201 FAX NO. (714) 647-6515 CS-679
Smith Barney Shearson Inc. ,
as representative
Municipal Bond Investors Assurance Corporation
Orrick, Herrington & Sutcliffe
March 23 , 1994
Page 2
to us, without undertaking to verify such facts by independent
investigation.
Based upon our examination, we are of the opinion, as of
the date hereof, that:
(i) 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 City
Documents and the JPA Agreement and to carry out and
consummate the transactions contemplated by the City
Documents, the JPA Agreement and the Official Statement;
(ii) 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 City Documents and the JPA
Agreement and the City Documents and the JPA Agreement
constitute the legally valid and binding obligations of the
City and the Redevelopment Agency, as the case may be,
enforceable against the Authority in accordance with their
respective terms;
(iii) The City Resolution has been duly adopted
at a meeting of the governing body of the City, which was
called and held pursuant to law and with all public notice
required by law and at which a quorum was present and acting
throughout and the resolution is in full force and effect and
has not been modified, amended or rescinded;
(iv) The City is not in default, nor has it been in
default, as to principal or interest with respect to an
obligation issued or incurred by the City, and the City is not
and will not, in any manner which would materially adversely
affect the transactions contemplated by the City Documents or
the JPA Agreement, be in breach of or in default under any
applicable constitutional provision, law, Charter provision
(including, but not limited to, Section 1307 thereof) or
administrative rule or regulation of the State 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, in any manner which would
Smith Barney Shearson Inc. ,
as representative
Municipal Bond Investors Assurance Corporation
Orrick, Herrington & Sutcliffe
March 23 , 1994
Page 3
materially adversely affect the transactions contemplated by
the City Documents, a default or event of default under any
such instrument;
(v) The authorization, execution and delivery of
the City Documents and compliance with the provisions of each
of such agreements or instruments and of the JPA Agreement do
not and will not, in any manner which would materially
adversely affect the transactions contemplated by the City
Documents or the JPA Agreement, conflict with or constitute a
breach of or default under any applicable constitutional
provision, law, Charter provision (including, but not limited
to, Section 1307 thereof) or administrative rule or
regulation of the State 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 or the JPA Agreement;
(vi) The information in the Official Statement under
the captions "THE CITY, " and "LITIGATION, " is true and
accurate to the best of my knowledge at and as of the date
hereof;
(vii) 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
materially adversely affect the due performance by the City of
its obligations in connection with, the City Documents and the
JPA Agreement 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;
(viii) No action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court,
government agency, public board or body, is pending or, to the
Smith Barney Shearson Inc. ,
as representative
Municipal Bond Investors Assurance Corporation
Orrick, Herrington & Sutcliffe
March 23 , 1994
Page 4
best knowledge of the City after due investigation, 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 execution or delivery of any of the
Bonds, or in any way contesting or affecting the validity of
the Bonds, the City Documents or the JPA Agreement or the
consummation of the transactions contemplated thereby, or
contesting the exclusion of the interest component of Base
Rental payments from gross income for federal income tax
purposes or contesting the powers of the City to enter into
the City Documents or the JPA Agreement; (iii) which may
result in any material adverse change to the financial
condition of the City or to its ability to pay the Base Rental
payments when due; 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, provided, however, that no opinion is given as to
information contained under the caption "BOND INSURANCE" or in
APPENDIX F thereto, 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; and
(ix) Nothing has come to my attention which would
lead such counsel to believe that the Official Statement
(excluding therefrom the financial and statistical data and
forecasts included therein, as to which non opinion need be
expressed) contains any untrue statement of a material fact or
omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.
(x) The exceptions set forth in the title insurance
policies delivered with respect to the Leased Property, as
defined in the Lease, constitute Permitted Encumbrances, as
defined in the Lease, and such exceptions do not materially
impair the use of the Project, as defined in the Lease, the
existing facilities and the real property constituting the
Leased Property, for the purposes for which they are, or may
reasonably be expected to be, held.
Smith Barney Shearson Inc. ,
as representative
Municipal Bond Investors Assurance Corporation
Orrick, Herrington & Sutcliffe
March 23, 1994
Page 5
Very truly yours,
Edward./ foop_r
City Attor- -
LAW OFFICES
BURKE, WILLIAMS & SORENSEN
VENTURA COUNTY OFFICE 611 WEST SIXTH STREET,SUITE 2500 FRESNO OFFICE
2310 PONDEROSA DRIVE LOS ANGELES,CALIFORNIA 90017 7801 NORTH FRESNO STREET
SUITE 1 SUITE 401
CAMARILLO,CALIFORNIA 03010 12131 236-0600 FRESNO,CALIFORNIA 93720-2038
18061987-3488 1208)281-0103
ORANGE COUNTY OFFICE TELECOPIER: (2131 236-2700 BURKE,WILLIAMS,SORENSEN&GAM
3200 BRISTOL STREET LIOHTON PLAZA
SUITE 840 7300 COLLEGE BOULEVARD
COSTA MESA,CALIFORNIA 82828 SUITE 220
(7141 646-6660 OVERLAND PARK,KANSAS 88210
1913)339-8200
March 23, 1994
City of Santa Ana
Santa Ana Financing Authority
20 Civic Center Drive
Santa Ana, California 92701
$107,399,438.50
Santa Ana Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds, Series 1994A
Ladies and Gentlemen:
We have acted as special counsel to Meridian Trust Company of California, in
connection with its serving as Trustee (the "Trustee") under that certain Indenture of Trust dated
as of March 1, 1994 (the "Indenture"), by and between Santa Ana Financing Authority (the
"Authority") and the Trustee, relating to the captioned Bonds (the "Bonds"). Capitalized terms
used herein and not otherwise defined shall have the meaning assigned to them in the Indenture
unless as the context otherwise requires. Acceptance of this opinion by you shall conclusively
operate as acknowledgment that this opinion letter addresses all of the specific legal issues that
are to be dealt with in our opinions set forth herein.
In rendering these opinions, we have examined and relied with your express
permission upon such corporate records, original documents, including the Indenture and the
Assignment Agreement (as defined below) and certificates of public officials and of the Trustee
as we have deemed necessary for the purpose of rendering the opinions set forth below. We
have assumed without independent investigation or verification (i) the genuineness of all
signatures to all documents and other papers (other than the signatures of the Trustee to the
Indenture and the Assignment Agreement), (ii) the authenticity of all documents submitted to us
as originals, (iii) the conformity to original documents of all documents submitted to us as
copies, (iv) other than for the Trustee's entry into the Indenture and the Assignment Agreement,
each entity has the power to enter into and perform all its obligations thereunder, the due
LAX:87219.1
Municipal Blond Investors
Assurance Corporation
113 King Street
Armonk,NY 10504
914 273 4545
March 23, 1994
City of Santa Ana
frida, /1 20 Civic Center Plaza
Vi Santa Ana, California 92702
Smith Barney Shearson Inc.
333 South Grand Avenue
Los Angeles, California 90071
$107,399,438.50 (Original Principal Value)
$108,255,000 (Maturity Value)
Santa Ana Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds
Series 1994A
Ladies and Gentlemen:
I am Assistant General Counsel of the Municipal Bond Investors Assurance
Corporation, a New York corporation (the "Corporation"), and have acted as
counsel to the Corporation in connection with the issuance of Financial Guaranty
Insurance Policy No. 15491 (the "Policy") relating to $107,399,438.50 (Original
Principal Value) $108,255,000 (Maturity Value) Santa Ana Financing Authority,
Police Administration and Holding Facility, Lease Revenue Bonds, Series 1994A.
In so acting, I have examined a copy of the Policy and such other relevant
documents as I have deemed necessary.
Based upon the foregoing, I am of the following opinion:
1. The Corporation is a stock insurance corporation, duly incorporated and
validly existing under the laws of the State of New York and is licensed and
authorized to issue the Policy under the laws of the State of New York and its
policy form may be used in the State of California.
2. The Policy has been duly executed and is a valid and binding obligation of the
Corporation enforceable in accordance with its terms except that the enforcement
of the Policy may be limited by laws relating to bankruptcy, insolvency,
reorganization, moratorium, receivership and other similar laws affecting creditors'
rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
V` ruly yours,
Pauline M. Cullen
Assistant General Counsel
Municipal Bond Investors
Assurance Corporation
113 King Street
Armonk.NY 10504
914 273 4545 - -
March 23, 1994
City of Santa Ana
�a■ /� 20 Civic Center Plaza
V'� Santa Ana, California 92702
Smith Barney Shearson Inc.
333 South Grand Avenue
Los Angeles, California 90071
$107,399,438.50 (Original Principal Value)
$108,255,000(Maturity Value)
Santa Ana Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds
Series 1994A
Ladies and Gentlemen:
I am Assistant General Counsel of the Municipal Bond Investors Assurance
Corporation, a New York corporation (the "Corporation"), and have acted as
counsel to the Corporation in connection with the issuance of Financial Guaranty
Insurance Policy No. 15491 (the "Policy") relating to $107,399,438.50 (Original
Principal Value) $108,255,000 (Maturity Value) Santa Ana Financing Authority,
Police Administration and Holding Facility, Lease Revenue Bonds, Series 1994A.
In so acting, I have examined a copy of the Policy and such other relevant
documents as I have deemed necessary.
Based upon the foregoing, I am of the following opinion:
1. The Corporation is a stock insurance corporation, duly incorporated and
validly existing under the laws of the State of New York and is licensed and
authorized to issue the Policy under the laws of the State of New York and its
policy form may be used in the State of California.
2. The Policy has been duly executed and is a valid and binding obligation of the
Corporation enforceable in accordance with its terms except that the enforcement
of the Policy may be limited by laws relating to bankruptcy, insolvency,
reorganization, moratorium, receivership and other similar laws affecting creditors'
rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
Very truly yours,
Pauline M. Cullen
Assistant General Counsel
ONE WORLD TRADE CENTER BROWN & WOOD BIS CONNECTICUT AVENUE,N.W.
NEW YORK, N.Y. 10048-0557 WASHINGTON,D.C. 20006-4004
TELEPHONE: 212-839-5300 TELEPHONE: 202-973-0600
FACSIMILE: 212-S39-5599 10900 WI LSHI RE BOULEVARD FACSIMILE: 202-223-0465
Los ANGELES, CALIFORNIA 9002 4-39 5 9
S55 CALIFORNIA STREET 172 WEST STATE STREET
SAN FRANCISCO, CA. 94104-171S TELEPHONE:310-443-0200 TRENTON, N.J. OB60E1-1104
TELEPHONE: 415-772-1200 FACSIMILE: 310-20B-5740 TELEPHONE: 609-
393-0303
FACSIMILE: 415-397-4521 FACSIMILE: 609-393-1990
SHIROYAMA JT MORI BUILDING, 15TH FLOOR BLACKWELL HOUSE
3-I, TORANOMON 4-CHOME, MINATO-KU GUILDHALL YARD
TOKYO 105, JAPAN LONDON EC2V BAB
TELEPHONE: 03-647 2-5380 TELEPHONE: 071-606-1888
FACSIMILE: 03-S472-5050
FACSIMILE: O>I-)BB-1 BO>
March 23, 1994
Smith Barney Shearson Inc. ,
as representative
1345 Avenue of the Americas
New York, New York 10105
$107, 399,438 . 50
Santa Ana Financing Authority
Police Administration and
Holding Facility Lease Revenue Bonds
Series 1994A
Ladies and Gentlemen:
We have acted as counsel for you, Smith Barney Shearson Inc .
in your capacity as representative (the "Representative" ) of the
underwriters listed on the execution page of the Purchase
Contract (the "Purchase Contract") , dated March 8, 1994, by and
among Smith Barney Shearson Inc . , as Representative, the Santa
Ana Financing Authority (the "Authority" ) and the City of Santa
Ana (the "City" ) , in connection with the sale of the Santa Ana
Financing Authority Police Administration and Holding Facility
Lease Revenue Bonds, Series 1994A in the aggregate principal
amount of $107, 399, 438 . 50 (the "Bonds") . We have as such counsel
examined originals, or copies certified or otherwise identified
to our satisfaction, of such documents, records and other
instruments as we deemed necessary or appropriate for the purpose
of this opinion.
In rendering our opinion herein, we are not expressing any
opinion or view on the validity, accuracy or sufficiency of
documents, certificates or opinions that we have examined or on
the authorization, issuance, delivery or validity of the Bonds
nor the exclusion from gross income for Federal income tax
purposes or the exemption from taxation in the State of
California of interest on the Bonds . Further, we have assumed,
but not independently verified, that the signatures of all
documents, certificates and opinions that we have reviewed are
genuine.
Smith Barney Shearson Inc. ,
as representative
March 23 , 1994
Page 2
Based on and subject to the foregoing, we are of the opinion
that the Bonds are exempt from registration under the Securities
Act of 1933 , as amended and that the Indenture, dated as of
March 1, 1994 , by and between the Authority and Meridian Trust
Company of California, as trustee, is exempt from qualification
under the Trust Indenture Act of 1939, as amended.
Without having undertaken to determine independently the
accuracy, completeness or fairness of the statements contained in
the Official Statement, dated March 8, 1994 relating to the Bonds
(the "Official Statement") , we cannot make any representation to
you concerning the accuracy, completeness or fairness of such
statements, but based upon the information made available to us
in the course of our participation in the preparation of the
Official Statement, as counsel to the Representative, nothing has
come to our attention to lead us to believe that the Official
Statement (excluding therefrom the reports, financial and
statistical data and forecasts therein and information relating
to The Depository Trust Company and its book-entry system,
information relating to Municipal Bond Investors Assurance
Corporation and the municipal bond insurance policy provided
thereby as to which we express no opinion) as of the date hereof
contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances
under which they were made, not misleading.
This opinion is furnished by us to you solely for your
benefit and we are not assuming any professional responsibility
to any other person whomsoever. This opinion is not to be used,
circulated, quoted or otherwise referred to for any other
purpose .
Respectfully submitted,
,cvkvk. £. L,Ocrec9-
2
•
O RRICK, HERRINGTON
& SUTCLIFFE
March 23, 1994
Smith Barney Shearson Inc.
333 South Grand Avenue, Fifty-First Floor
Los Angeles, California 90071
Santa Ana Financing Authority Police Administration and
Holding Facility Lease Revenue Bonds, Series 1994A
(Supplemental Opinion)
Ladies and Gentlemen:
This letter is addressed to you, as representative of the Underwriters, pursuant
to Section 7(e)(2) of the Purchase Contract, dated March 8, 1994 (the "Purchase Contract"),
between you, the City of Santa Ana (the "City") and the Santa Ana Financing Authority (the
"Issuer"), providing for the purchase of $107,399,432.50 aggregate principal amount of Santa
Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds,
Series 1994A (the "Bonds"). The Bonds are being issued pursuant to an Indenture, dated as of
March 1, 1994 (the "Indenture"), between the Issuer and Meridian Trust Company of California,
as trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Indenture or, if not defined in the Indenture, in the Purchase
Contract.
We have delivered our final legal opinion (the "Bond Opinion") as bond counsel
concerning the validity of the Bonds and certain other matters, dated the date hereof and
addressed to the Issuer. You may rely on such opinion as though the same were addressed to
you.
In connection with our role as bond counsel, we have reviewed the Purchase
Contract, the Indenture, opinions of counsel to the Issuer and the City, certificates of the Issuer,
the City, the Trustee and others, and such other documents, opinions and matters to the extent
we deemed necessary to provide the opinions or conclusions set forth herein.
The opinions or conclusions expressed herein are based on an analysis of existing
laws, regulations, rulings and court decisions and cover certain matters not directly addressed
by such authorities. Such opinions may be affected by actions taken or omitted or events
occurring after the date hereof. We have not undertaken to determine, or to inform any person,
whether any such actions are taken or omitted or events do occur. We have assumed the
genuineness of all documents and signatures presented to us (whether as originals or as copies)
LA1-70770.1 777 South Figueroa Street • Los Angeles, California 90017
Telephone 213 629 2020 • Facsimile 213 612 2499
San Francisco 415 392 1122 • New York 212 326 8800 • Sacramento 916 447 9200
QRRICK,HERRINGTON
& SUTCLIFFE
Smith Barney Shearson Inc.
March 23, 1994
Page 2
and the due and legal execution and delivery thereof by, and validity against, any parties other
than the Issuer. We have not undertaken to verify independently, and have assumed, the
accuracy of the factual matters represented, warranted or certified in the documents, and of the
legal conclusions contained in the opinions of counsel to the Issuer and the City, referred to in
the third paragraph hereof. We have further assumed compliance with all covenants and
agreements contained in such documents. In addition, we call attention to the fact that the rights
and obligations under the Bonds, the Indenture, the Tax Certificate, the Lease, the Ground Lease
and the Purchase Contract may be subject to bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting
creditors' rights, to the application of equitable principles, to the exercise of judicial discretion
in appropriate cases and to the limitations on legal remedies against municipal corporations in
the State of California. We express no opinion with respect to any indemnification, contribution,
choice of law, choice of forum or waiver provisions contained therein.
Based on and subject to the foregoing, and in reliance thereon, as of the date
hereof, we are of the following opinions or conclusions:
1. The Bonds are not subject to the registration requirements of the Securities Act
of 1933, as amended, and the Indenture is exempt from qualificatin pursuant to the Trust
Indenture Act of 1939, as amended.
2. The Purchase Contract, the Ground Lease and the JPase have been duly
authorized, executed and delivered by the Issuer and (assuming due authorization, execution and
delivery by and validity against the respective parties thereto) are valid and binding agreements
of the Issuer; provided, however, that no opinion is expressed with respect to the effect of
Section 1307 of the City's Charter on the Lease and the Ground Lease.
3. The statements contained in the Official Statement, dated March 23, 1994, with
respect to the Bonds (the "Official Statement"), under the captions "THE BONDS," "SECURITY
FOR THE BONDS," "CERTAIN TAX MA TIERS," "APPENDIX A - DEFINITIONS AND
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS," "APPENDIX G - SUMMARY OF
CERTAIN PROVISIONS RELATING TO THE AIRS" insofar as such statements summarize
certain provisions of the Indenture, the JPase, the Ground Lease, the Assignment Agreement, the
Auction Agent Agreement, the Market Agent Agreement, the Broker-Dealer Agreement and our
Bond Opinion concerning certain federal tax matters relating to the Bonds, are accurate in all
material respects.
LA1-70770.1
O RRICK,HERRINGTON
& SUTCLIFFE
Smith Barney Shearson Inc.
March 23, 1994
Page 3
This letter is furnished by us as bond counsel. No attorney-client relationship has
existed or exists between our firm and you in connection with the Bonds or by virtue of this letter.
We disclaim any obligation to update this letter. This letter is delivered to you as representative
of the Underwriters of the Bonds, is solely for your benefit as such representative of the
Underwriters and is not to be used, circulated, quoted or otherwise referred to or relied upon for
any other purpose or by any other person. This letter is not intended to, and may not, be relied
upon by owners of the Bonds.
Very t ly-yo s,
f:g(&
ORRICK, HERRI TON S CLIFFE
LA1-70770.1
O RRICK, HERRINGTON
& SUTCLIFFE
March 23, 1994
Santa Ana Financing Authority
20 Civic Center Plaza
Santa Ana, California 92710
Santa Ana Financing Authority Police Administration and
Holding Facility Lease Revenue Bonds. Series 1994A
(Final Opinion)
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance by the Santa Ana
Financing Authority (the "Issuer") 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"), issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985
(constituting Article 4 of Division 7 of Title 1 of the California Government Code) and an Indenture,
dated as of March 1, 1994 (the "Indenture"), between the Issuer and Meridian Trust Company of
California, as trustee (the "Trustee"). The Bonds are issued for the purpose of enabling the Issuer to
finance certain capital improvements. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Indenture.
In such connection, we have reviewed the Indenture, the Tax Certificate of the Issuer and
the City of Santa Ana (the "City") dated the date hereof (the "Tax Certificate"), certifications of the
Issuer, the Trustee, the City, and others, opinions of counsel to the Issuer, the City, the Trustee and such
other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth
herein.
Certain agreements, requirements and procedures contained or referred to in the
Indenture, the Tax Certificate and other relevant documents may be changed, and certain actions
(including, without limitation,defeasance of the Bonds)may be taken or omitted under the circumstances
and subject to the terms and conditions set forth in such documents. No opinion is expressed herein as
to any Bond or the interest thereon if any such change occurs or action is taken or omitted to be taken
upon the advice or approval of counsel other than ourselves.
The opinions expressed herein are based on an analysis of existing laws, regulations,
rulings and court decisions and cover certain matters not directly addressed by such authorities. Such
opinions may be affected by actions taken or omitted to be taken or events occurring after the date hereof.
We have not undertaken to determine, or to inform any person, whether any such actions or events are
taken or do occur. We have assumed the genuineness of all documents and signatures presented to us.
777 South Figueroa Street • Los Angeles, California 90017
Telephone 213 629 2020 • Facsimile 213 612 2499
San Francisco 415 392 1122 • New York 212 326 8800 • Sacramento 916 447 9200
LA1-68714.1
O RRICK,HERRINGTON
& SUTCLIFFE
Santa Ana Financing Authority
March 23, 1994
Page 2
We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters
represented, warranted or certified in the documents referred to in the second paragraph hereof.
Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture
and the Tax Certificate, including(without limitation)covenants and agreements compliance with which
is necessary to assure that future actions, omissions or events will not cause interest on the Bonds to be
included in gross income for federal income tax purposes.
We call attention to the fact that the rights and obligations under the Bonds and the
Indenture are subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium and other laws relating to or affecting creditors' rights, to the application of equitable
principles and to the exercise of judicial discretion in appropriate cases and to the limitations on legal
remedies against political subdivisions in the State of California. We express no opinion with respect to
any indemnification, contribution or choice of law provisions contained in the documents referred to
herein. Finally,we undertake no responsibility for the accuracy, completeness or fairness of the Official
Statement or other offering material relating to the Bonds and express no opinion relating thereto.
Further, neither the faith and credit nor the taxing power of the City or the State of California or any
political subdivision thereof is pledged to the payment of the principal of or interest on the Bonds. The
Bonds are not a debt of the City or the State of California, and neither said State, nor the City is liable
for the payment thereof.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we
are of the following opinions:
1. The Bonds constitute the valid and binding limited obligations of the Issuer.
2. The Indenture has been duly authorized, executed and delivered by, and
constitutes the valid and binding obligation of, the Issuer. The Indenture creates a valid pledge,to secure
the payment of the principal of and interest on the Bonds, of the Revenues and any other amounts
(including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established
pursuant to the Indenture (except the Rebate Fund), subject to the provisions of the Indenture permitting
the application thereof for the purposes and on the terms and conditions set forth in the Indenture.
3. The Bonds are not a lien or charge upon the funds or property of the Issuer except
to the extent of the aforementioned pledge.
4. Interest on the Bonds is excluded from gross income for federal income tax
purposes under Section 103 of the Internal Revenue Code of 1986, and is exempt from State of California
personal income taxes. Interest on the Bonds is not a specific preference item for purposes of the federal
individual or corporate alterative minimum taxes, although we observe that it is included in adjusted
LA168714.1
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE BONDS,
SERIES 1994A
CLOSING MEMORANDUM
The following memorandum will summarize the procedures to be followed in
completing the sale 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").
Time and Place
The closing will be held at the offices of Orrick, Herrington & Sutcliffe, 777
South Figueroa Street, 32nd Floor, Main Conference Room, Los Angeles, California,
beginning at 8:00 a.m., California time, on March 23, 1994 (the "Closing"). A preclosing
review will be held at the same location beginning at 1:00 p.m. on March 22, 1994, to
confirm that all documents and papers are on hand, in proper form and properly executed
(the "Preclosing").
Parties
The following parties are expected to be present or represented at the
Preclosing and at the Closing:
Santa Ana Financing Authority ("Authority");
City of Santa Ana ("City");
Meridian Trust Company of California ("Trustee");
Smith Barney Shearson Inc., as representative of the underwriters ("Underwriter");
Kelling, Northcross & Nobriga ("Financial Advisor");
Edward J. Cooper, Esq. ("Authority Counsel" and "City Attorney");
Orrick, Herrington & Sutcliffe ("Bond Counsel");
Brown & Wood ("Underwriters' Counsel"); and
Municipal Bond Investors Assurance Corporation ("MBIA").
LA1-69935.3
The parties will deliver the respective documents indicated below in ten (10)
copies. Documents will be executed in advance of the Closing by the respective parties
thereto. All deliveries will be deemed to have been made in escrow until final delivery at
the Closing.
Responsibility for preparing, assembling or delivering the documents is
indicated in parentheticals.
LA I-69935.3 11
$107,399,438.50
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE BONDS,
SERIES 1994A
TRANSCRIPT INDEX
Legal Documents
1. Indenture, dated as of March 1, 1994 (executed by the Authority and the Trustee)
(Bond Counsel).
2. Ground Lease, dated as of March 1, 1994 (executed by the City and the Authority)
(Bond Counsel).
3. Lease, dated as of March 1, 1994 (executed by the Authority and the City) (Bond
Counsel).
4. Assignment Agreement, dated as of March 1, 1994 (executed by the Authority and
the Trustee) (Bond Counsel).
5. Auction Agent Agreement, dated as of March 1, 1994, by and between the Trustee
and the Bank of New York, as Auction Agent (Bond Counsel).
6. Market Agent Agreement, dated as of March 1, 1989, by and between Smith Barney
Shearson Inc., as Market Agent and the Trustee (Bond Counsel).
7. Broker-Dealer Agreement, dated as of March 1, 1994, by and between the Bank of
New York, as Auction Agent and Smith Barney Shearson Inc., as Broker-Dealer
(Bond Counsel).
Documents Relating to the Sale of the Bonds
8. Purchase Contract, dated March 8, 1994 (executed by the Managing Underwriter,
Authority and City) (Underwriters' Counsel).
9. Preliminary Official Statement, dated February 25, 1994 (Underwriters' Counsel).
10. Official Statement (Underwriters' Counsel).
11. Rule 15c2-12 Certificates, dated February 25, 1994 (Underwriters' Counsel).
12. Preliminary and Supplemental Blue Sky Memoranda (Underwriters' Counsel).
LA1-69935.3 Ili
Documents Relating to the Authority
13. Joint Exercise of Powers Agreement, dated as of August 1, 1993, together with
Authority Bylaws (certified by the Secretary of the Authority; conformed copies)
(Authority Counsel).
14. Resolution No. 94-001 SAFA of the Authority approving the forms of and authorizing
the execution and delivery by the Authority of a Ground Lease, a Lease, an Indenture
and a Purchase Contract, authorizing the execution and sale of the Bonds, authorizing
and approving the distribution of the Official Statement in connection therewith,
authorizing and approving execution of necessary documents and related actions
(certified by the Secretary of the Authority) (Authority Counsel).
15. Notice filed with Secretary of State pursuant to Section
6503.5 of the California Government Code (Bond Counsel).
16. Certificate of the Authority (Bond Counsel).
17, Signature and Bond Delivery Certificate of the Authority (Bond Counsel).
Documents Relating to City
18. Resolution No. 94-007 of the City approving a form of Ground Lease, Lease and
Purchase Contract; making certain determinations relating thereto; and authorizing
certain other actions in connection therewith (certified by City Clerk) (City Attorney).
19. Certificate of the City (Bond Counsel).
20. Signature and Incumbency Certificate of the City (Bond Counsel).
Documents Relating to the Trustee
21. Certificate of the Trustee, together with Authorizing Resolution and Incumbency
Certificate (Trustee and Bond Counsel).
22. Trustee's Certificate of Deposit and Receipt (Bond Counsel).
LA1-69935.3 iv
Closing Documents
23. Written request of the Authority regarding delivery of Bonds (Bond Counsel).
24. Tax Certificate, together with exhibits thereto (executed by Authority, City, Financial
Advisor and Managing Underwriter) (Bond Counsel).
25. Receipt for Purchase Price (Bond Counsel).
26. Receipt for the Bonds (Bond Counsel).
27. DTC Letters of Representations (Bond Counsel).
28. Rating Letters (MBIA).
29. Specimen Bonds (Bond Counsel).
30. California Debt Advisory Commission Notices (Bond Counsel).
31. Internal Revenue Service Form 8038-G (Bond Counsel).
32. Requisition No. 1 re Costs of Issuance (Bond Counsel).
33. Title Insurance (City).
34. Insurance Certificate (City).
Documents Relating to Insurer
35. Municipal Bond Insurance Policy (MBIA).
36. Tax Certificate of Insurer (MBIA).
37. Insurer's Certificate relating to the Official Statement (MBIA),
Legal Opinions
38. Opinion of Authority Counsel (Authority Counsel).
39. Opinion of City Attorney (City Attorney).
40. Opinion of Trustee Counsel.
LA1-69935.3 - V
41. Opinion of Counsel to Insurer (MBIA).
42. Opinion of Counsel to Underwriters (Underwriters' Counsel).
43. Supplemental Opinion of Bond Counsel (Bond Counsel).
44. Final Opinion of Bond Counsel (Bond Counsel).
Miscellaneous
45. Closing Memorandum (Bond Counsel).
LAI-69935.3 - Vi
Closing
As soon as practicable after the Closing, each of the parties will receive a
copy of each of the documents listed above, subsequent to the following_events:
A. The Managing Underwriter will wire transfer to the Trustee the aggregate
amount of $109,504,139.27 in immediately available funds (representing $107,399,438.50
aggregate principal amount of the Bonds, plus $3,657,901.15 of original issue premium, plus
$315,258.63 in accrued interest, less an underwriter's discount of $777,459.01 less municipal
insurance premium of$1,091,000.00).
B. The Managing Underwriter will wire transfer to MBIA the municipal
bond insurance premium in the amount of$1,091,000.00.
C. The Trustee will release to the Managing Underwriter the Bonds in the
aggregate principal amount of $107,399,438.50.
LAI-69935.3 Vn