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HomeMy WebLinkAbout94-007 - Approving Ground Lease, Lease and Purchase ContractRESOLUTION NO. 94- 0__07 RESOLUTION OF THE CITY OF SANTA ANA APPROVING A FORM OF GROUND LEASE, LEASE AND PURCHASE CONTRACT; MAKING CERTAIN DETERMINATIONS RELATING THERETO; AND AUTHORIZING CERTAIN OTHER ACTION IN CONNECTION THEREWITH WHEREAS, the City of Santa Ana (the "City") is a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California and authorized to transact business and exercise its powers, all under and pursuant to the Constitution and laws of the State of California; and WHEREAS, the City and the city of Santa Ana Financing Authority (the "Authority"), a joint powers authority, duly organized and existing under the laws of the State, propose to enter into various agreements to provide for the acquisition and construction of certain police facilities (the "Project"), and so that the City may act, under certain circumstances, as the agent of the Authority to carry out the acquisition and construction of the Project; and WHEREAS, there has been presented at this meeting a form of Lease pursuant to which the city will acquire the Project, subject to the terms thereof; and WHEREAS, to assist the provision of funds for the construction and improvement of the Project, the city has determined to lease certain real property to the Authority pursuant to a form of Ground Lease presented to this meeting, to sublease such property and the Project to be located on a portion thereof back from the Authority pursuant to the previously mentioned Lease; and and WHEREAS, there has also been presented to this meeting a proposed form of Purchase Contract between the City, the Authority and Smith Barney Shearson Inc., as representative of the underwriters named therein, (the "Underwriter"), under the terms of which the Underwriter will purchase the Authority's Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds"), the proceeds of which will be used to finance the Project; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY OF SANTA ANA AS FOLLOWS: SECTION 1. Approval of Ground Lease. The form of Ground Lease, dated as of March 1, 1994, by and between the City and the Authority (the "Ground Lease") presented at this meeting is hereby approved and the Mayor of the City, the city Manager, or the designee of the Mayor or the City Manager, acting singly, RESOLUTION 94-007 Page 2 and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Ground Lease in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 2. ApDroval of Lease. The form of Lease, dated as of March l, 1994, by and between the City and the Authority (the "Lease"), presented at this meeting is hereby approved and the Mayor of the City, the city Manager, or the designee of the Mayor or the city Manager, acting singly, and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Lease in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. ApDroval of Purchase Contract. The form of Purchase Contract by and between the Authority, the City and the Underwriter (the "Purchase Contract"), presented at this meeting is hereby approved and the Mayor of the city, the city Manager, or the designee of the Mayor or the city Manager, acting singly, and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Purchase Contract in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Terms of the city's ObliGation. The City Manager or his designee is authorized to negotiate the rental payment provisions of the Lease, provided, however, that the aggregate principal components of the rental payments to be paid by the City pursuant to the Lease shall not exceed $110,000,000, and provided, further that the interest components of the rental payments to be paid by the City Dursuant to the Lease shall not reflect rates of interest in excess of 6.75% per annum. SECTION 5. Other Acts. The officers and staff of the city are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the city Attorney or with Orrick, Herrington & Sutcliffe, the city's bond counsel, they may deem necessary or advisable in order to consummate the execution and delivery of the Purchase Contract, the Ground Lease, the Lease Agreement or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. The officers and the staff of the City are specifically authorized to assist in the preparation of the preliminary and final official statements used in connection with the sale of the Bonds and to execute the same or portions thereof if required by the Underwriter. Page SECTION 8. effect upon adopted. Effective Date. This Resolution shall take PASSED, APPROVED and ADOPTED this February 22 ATTE~ ~an~' ,~'~er~ of the Council APPROVED AS TO FORM: , 1994. COUNCILMEMBERS: Young Aye Lutz Are Mills Aye McGuigan Aye Moreno Aye Pulido Aye Richardson Absent CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange l, IANICE C. GUY, Clerk of the Council, do hereby certify the attached Resolution ~9Z- ~9~ 7 to be the original resolution adopted by the City Council of the City of Santa Ana on 40990-9-WW~-02103/94