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HomeMy WebLinkAbout86-071RESOLUTION NO. 86-71 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING~ LEASE- PURCHASE, TRUST AND LOAN AGREEMENTS, PRELIMINARY AND FINAL OFFICIAL STATEMENTS AND CONTRACT OF PURCRASE PERTAINING TO THE SANTA ANA DOWNTOWN PARKING FACILITIES PROJECT, AND AUTHORIZING EXECUTION THEREOF Wq{EREAS, the City wishes to acquire and construct the City of Santa Aha Downtown Parking Facilities Project (the "Project") on real property owned by the Community Redevelopment Agency of the City of Santa Ana (the "Agency"); and WHEREAS, the Agency has agreed to cause the Project to be acquired and constructed and to lease the Project to the City pursuant to the Lease-Purchase Agreement, dated as of July 1, 1986; and WHEREAS, in order to permit the financing of the Project, the City and the Agency will enter into a Trust Agreement, dated as of July 1, 1986, with Pirst Interstate Bank of California, Los Angeles, California, as Trustee, whereby the Trustee will deliver Certificates of Participation in the lease payments paid by the City pursuant to the Lease-Purchase Agreement, which Certificates in turn, will be purchased by Shearson Lehman Bros. Inc. and Grigsby, Brandford and Co., Inc. for reoffering to the public; and WHEREAS, the Agency has agreed to reimburse the City from the Agency's property tax increment revenues and other available revenues for the City's payments under the Lease- Purchase Agreement for the acquisition and construction of the Project which are not defrayed by parking revenues, pursuant to the Loan Agreement, dated as of July 1, 1986; and WHEREAS, prior to taking action on this resolution, the City Council has considered the proposed Negative Declaration prepared for the Project in accordance with the California Environmental Quality Act, t~ether with any comments received during the process of public review of said Negative Declaration; and WHEREAS, the Agency has prepared, and the City Council has reviewed and considered a Summary Report setting forth the cost of the Lease-Purchase Agreement to the Agency, the estimated value of the interests to be conveyed determined at the highest uses permitted under the Redevelopment Plan and the lease-purchase price, and has made said Summary Report available for public inspection in accordance with the California Community Redevelopment Law; and WHEREAS, pursuant .to the provisions of the California Community Redevelopment Law, the Agency and the City Council have held a duly noticed joint public hearing on the proposed lease and sale of the Site and the proposed Lease-Purchase Agreement; and WHEREAS, for this financing there has been presented to the City Council of the City of Santa Ana the following documents for approval: (1) A Lease-Purchase Agreement, dated as 1986, by and between the Agency and the City, referred to as the Lease-Purchase Agreement; of July 1, hereinafter (2) A Trust Agreement, dated as of July 1, 1986, by and among First Interstate Bank of California, Los Angeles, California, the Agency and the City, hereinafter referred to ~as the Trust Agreement; (3) A Loan Agreement, dated as of July 1, 1986, by and between the City and the Agency, hereinafter referred to as the Loan Agreement; (4) A Preliminary Official Statement for Certificates of Participation, dated July 24 , 1986, hereinafter referred to as the Preliminary Official Statement; (5) A Contract of Purchase, dated August 1 , 1986, by and among Shearson Lehman Bros. Inc., Grigsby, Brandford & Co., Inc., the City and the Agency, hereinafter referred to as the Contract of Purchase. NOW, T~EREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA, AS FOLLOWS: 1. The Negative Declaration for the Project is hereby approved. 2. The Lease-Purchase Agreement is hereby approved and the Mayor is hereby authorized and directed to execute and deliver the Lease-Purchase Agreement in the name of and on behalf of the City, in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the Mayor. -2- 3. The Trust Agreement is hereby approved and the Mayor is hereby authorized and directed to execute and deliver the Trust Agreement in the name of and on behalf of the ~t~, in substantially the form and content now before thi~,me~tinG, but with such change~, modifications, additions and deletions therein as shall be deeme-~ necessary, desirable or appropriate by the Mayor. 4. The Loan Agreement is hereby approved and the Mayor is hereby authorized and directed to execute and deliver the Loan Agreement in the name of and on behalf of the City, in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the Mayor. 5. The form of the Preliminary Official Statement, in the form presented to the City, is hereby approved and the previous distribution of said Preliminary Official Statement by Shearson Lehman Bros. Inc. and Grigsby, Brandford & Co., Inc. to prospective purchasers of the Certificates of Participation is hereby ratified and approved. 6. The form of the Final Official Statement, in substantially the form of the Preliminary Official Statement presented to the City, is hereby approved and Shearson Lehman Bros. Inc. and Grigsby, Brandford & Co., Inc. are hereby authorized to complete the Final Official Statement by the inclusion and/or addition of certain dates and other factual information as may be required to make it complete and to distribute it to purchasers of the Certificates of Participation. 7. The sale of the Certificates to Shearson Lehman Bros. Inc. and Grigsby, Brandford & Co., Inc. at a purchase price of not less than 98.5~ of the aggregate principal amount of the Certificates and at an interest rate of not to exceed 7.9% is hereby authorized, approved and confirmed, and the Mayor is hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to effectuate the sale of the Certificates. 8. Subject to the above terms, the form and content of the Contract of Purchase is hereby authorized, approved and confirmed, and the Mayor is hereby authorized, empowered and directed to accept the Contract of Purchase for and on behalf of the City in substantially the form and content now before this meeting but with such changes, modifications, additions or deletions therein as shall to him seem necessary, desirable or appropriate, his acceptance thereof to constitute conclusive evidence of his approval of any and all -3- changes, modifications, additions, or deletions therein from the form and content of the Contract of Purchase now before this meeting and that, from and after the execution and delivery of the Contract of Purchase, the Mayor is hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Contract of Purchase as executed. 9. The City covenants with the holders of the Certificates of Participation that it will make no use of the proceeds from the sale of the Certificates which will cause any of the Certificates to be "arbitrage bonds" subject to federal income taxation by reason of Section 103(c) of the Internal Revenue Code of 1954, as amended. To that end, so long as any of the Certificates of Participation are outstanding, the City and the Trustee shall comply with all requirements of Section 103(c) and of all regulations of the United States Department of the Treasury issued thereunder, to the extent that such requirements are at the time applicable and in effect. 10. The City covenants that, for so long as the Certificates of Participation remain outstanding, the City will provide for the payment of its obligation under the Lease-Purchase Agreement prior to the provision for all other obligations of the City payable from the general fund of the City, to the extent legally permissible, or from other legally available City funds. 11. In taking the actions hereinabove specified, the City Council finds and determines as follows: (a) The buildings, facilities, structures and other improvements which comprise the Project are of benefit to the project area of the Santa Ana Redevelopment.Project. (b) No other reasonable means of financing such buildings, facilities, structures and other improvements are available to the City of Santa Ana. (c) The consideration for the lease and sale of the real property which is the subjgct of the Lease- Purchase Agreement is not less than fair market value in accordance with covenants and conditions governing such lease and sale. -4- ADOPTED this 15th day of July, 1986. I/ ~ Daniel E. Griset, Mayor ATTEST: City of Santa Ana STATE OF CALIFORNIA ) ) SS COUNTY OF ORANGE ) I, Janice C. Guy, City Clerk of the City of Santa Ana, California, DO HEREBY CERTIFY that the foregoing Resolution was adopted at a/~e~eeting of the City Council of the City of Santa Ana held on the 15th day of July, 1986 and was carried by the following roll call vote, to wit: , AYES: COUNCILMEN: Acosta, Griset, Hart, Johnson, Luxembourger, McGuigan, Young NOES: COUNCILMEN: None ABSENT: COUNCILMEN: None J~ide C. Guy, Cit~/Cl~-/ C~ty of Santa Ana ~--- / 4/146/061149-0011/07 -5-