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HomeMy WebLinkAbout97-058 - Execution of Certain Lease Financing DocumentsQffmt & T~mmlg LLP 10/24/97 11/13/97 11/20/97 12/02/97 393 CITY OF SANTA ANA RESOLUTION NO. 97-058 RESOLUTION AU'I~ORIZING AND DIRECTING THE PREPARATION AND EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, AU'I~ORIZING THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council (the "Council") of City of Santa Ana, California (the "City"), as follows: WHEREAS, the City, working together with the Santa Ana Financing Authority (the "Authority"), proposes to finance certain capital improvements within the geographic boundaries of the City, and it is in the public interest and for the public benefit that the City authorize and direct execution of the Lease Agreement and certain other financing documents in connection therewith; WHEREAS, a preliminary official statement containing information material to the offering and sale of the Certificates described below has been prepared on behalf of the City; and WHEREAS, the documents below specified shall be filed with the City and the members of the Council, with the aid of its staff, shall review said documents; NOW, THEREFORE, it is hereby DECLARED and ORDERED, as follows: Section 1. Certificates of Participation (1998 City Hall Expansion Project) (the "Certificates") are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined. Section 2. The below-enumerated documents be and are hereby approved, and the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the Clerk of the Council is hereby authorized and directed to attest to such offidal's signature: (a) a site and facility lease, between the City, as lessor, and the Authority, as lessee; (b) a lease agreement, by and between the Authority, as lessor, and the City, as lessee (the "Lease Agreement"), so long as the maximum net annual lease payments to be paid by the City under the Lease Agreement does not exceed $885,000, so long as the term of the Lease Agreement does not exceed 32 years and so long as the gross proceeds of the Certificates, exclusive of costs of issuance, generates $11,700,000 for project costs; and 19014.02 RESOLUTION 97-058 (c) a trust agreement, by and among the Authority, the City and Harris Trust Company of California, as trustee (the "Trust Agreement"), relating to the financing, and the execution and delivery of the Certificates. Section 3. The City hereby approves the preparation of a Preliminary Official Statement describing the financing, together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official. The City authorizes and directs the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, on behalf of the City, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the Underwriter. Section 4. Public Financial Management, Inc. (the "Financial Advisor"), together with the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, is authorized and directed to cause the Preliminary Official Statement and a notice of sale (the "Notice of Sale") to be distributed to such mun!cipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Certificates therein offered for sale. Section 5. The Mayor, the City Manager, the Executive Director, Finance & Management Services Agency, the Clerk of the Council, or the designee of any such official, is authorized and directed to execute the Notice of Sale on behalf of the City and to call for bids for the sale of the Certificates. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such offidal, is hereby delegated the authority to accept the best responsible bid for the purchase of the Certificates, determined in accordance with the Notice of Sale. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, is hereby authorized and directed to accept such bid, for and in the name of the City, by notice to the successful bidder. In the event two or more bids setting forth identical interest rates and premium, if any, are received, the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, may exercise his or her own discretion and judgment in making the award and may award the Certificates on a pro rata basis in such denominations as he or she shall determine. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, may, in his or her discretion, reject any and all bids and waive any irregularity or informality in any bid. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, shall award the Certificates or reject all bids not later than 26 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by the successful bidder. Section 6. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of the sale of the Certificates, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement mad~ therein not misleading in the light of the circumstances under which it was made. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, shall take such further actions prior to the signing of the Final Official -2- RESOLUTION 97-058 395 Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor, the City Manager or t~he Executive Director, Finance & Management Services Agency, or the designee of any such 6fficiai, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. Section 7. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates. Section 8. Quint & Thimmig LLP, San Francisco, California, is hereby designated as bond counsel to the City in connection with the execution and delivery of the Certificates. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, is hereby authorized and directed in the name and on behalf of the City to execute an Agreement for Legal Services (Bond Counsel) with such firm. Section 9. Quint & Thimmig LLP, San Francisco, California, is hereby designated .as disclosure counsel to the City in connection with the execution and delivery of the Certificates. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or the designee of any such official, is hereby authorized and directed in the name and on behalf of the City to execute an Agreement for Legal Services (Disclo. sure Counsel) with such firm. Section 10. Public Financial Management, Inc., Newport Beach, Califomi~i, is hereby designated as financial advisor to the City in connection with the execution and delivery of the Certificates. The Mayor, the City Manager or the Executive Diredtor, Finance & Management Services Agency, or the designee of any such official, is hereby authorized and directed in the name and on behalf of the City to execute an Financial Advisory Agreement with such firm. Section 11. The Mayor, the City Manager, the Executive Director, Finance & Management Services Agency, the City Attorney, the Clerk of the Council and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the financing herein authorized. Section 12. This Resolution shall take effect upon its adoption by this Council. RESOLUTION 97-058 PASSED, APPROVED AND ADOPTED this 15th day of December, 1997. //' Ctlerk of the coUncil; Cit~/Santa Ana Janice C. Guy ~ / APPROVED AS TO FORM: foregoing is a full, true and correct copy of a resolution duly adopted by the City Coundl of the City at a meeting thereof on the 15th day of December, 1997, by the following vote of the members thereof: AYES: Councilmembers: Franklin, Lutz, McGuigan, Richardson NOES: Councilmembers: None ABSTAIN: Councilmembers: None ABSENT: Councilmembers: Espinoza, Moreno, Pulido Janice C. GuV ,39 7 CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange I, IANICE C. GUY, Clerk of the Council, do hereby certify the attached Resolution No. cfi-7_ g?,5-o~ to be the original resolution adopted by the City Council of the City of Santa Am on /o~- Date: Clerk of the Cou~'ff/ - City of Santa Ana/