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HomeMy WebLinkAbout2004-001 SAFA JWF 1/12/04 RESOLUTION NO. SAFA 2004-001 RESOLUTION OF THE GOVERNING BOARD OF THE SANTA ANA FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A FIRST AMENDMENT TO LEASE, A FIRST SUPPLEMENTAL INDENTURE, A FIRST AMENDMENT TO ASSIGNMENT AGREEMENT AND A PURCHASE CONTRACT IN CONNECTION WITH THE ISSUANCE OF SANTA ANA FINANCING AUTHORITY POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE REFUNDING BONDS, SERIES 2004A, AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $42,000,000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS BE IT RESOLVED BY THE GOVERNING BOARD OF THE SANTA ANA FINANCING AUTHORITY AS FOLLOWS: Section 1. The Governing Board of the Santa Ana Financing Authority hereby finds, determines and declares as follows: A. The City of Santa Ana (the "City") previously financed the costs of the acquisition, construction and installation of certain public capital improvements constituting a police administration and holding facility and related improvements (the "Project"); B. In order to accomplish such financing, the City leased certain real property (the "Parcels") to the Santa Ana Financing Authority (the "Authority"), including the real property on which the Project was constructed (the "Site"), pursuant to a Ground Lease, dated as of March 1, 1994, as modified by the Modification of Ground Lease Agreement, dated as of September 1, 1994 (collectively, the "Ground Lease"), and subleased the Parcels and the Project back from the Authority pursuant to a Lease, dated as of March 1, 1994, as modified by the Modification of Lease Agreement, dated as of September 1, 1994 (collectively, the "Original Lease"); C. The City and the Authority determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Resolution No. SAFA 2004-001 Page 1 of 7 acquisition, construction and installation of the Project through the issuance by the Authority of Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A) (the "Series 1994 Bonds") payable from the base rental payments (the "Base Rental") to be made by the City under the Original Lease; D. All rights to receive such Base Rental were assigned without recourse by the Authority to Meridian Trust Company of California, as predecessor trustee to BNY Western Trust Company (the "Trustee") pursuant to an Assignment Agreement, dated as of March 1, 1994 (the "Original Assignment Agreement"); E. In consideration of such assignment and the execution of the Indenture, dated as of March 1, 1994 (the "Original Indenture"), by and among the Trustee and the Authority, the Authority issued the Series 1994 Bonds (capitalized undefined terms used in these recitals shall have the meanings ascribed thereto in the Original Indenture); F. All of the real property leased and subleased, as applicable, under the Ground Lease and the Original Lease, except the Site and the improvements thereon, were subsequently released therefrom pursuant to Section 2.06 of the Original Lease; G. The Original Indenture provides that, subject to the conditions set forth therein, in addition to the Series 1994 Bonds, the Authority and the Trustee may by execution of a Supplemental Indenture, without the consent of the Owners, provide for the issuance of Additional Bonds, payable from additional Base Rental; H. The Original Lease provides that, the Original Lease and the rights and obligations of the Authority and the City thereunder may be amended or supplemented at any time by an amendment thereof or supplement thereto which shall become binding upon execution by the Authority and the City, without the written consents of any Owners, in order to provide for the issuance of Additional Bonds in accordance with the provisions of the Indenture; I. In order to achieve certain savings, the City desires to refinance a portion of the Project by exercising its option to prepay a portion of the Base Rental to be made by the City pursuant to the Original Lease allocable to a portion of the Series 1994 Bonds; J. In order to accomplish such refinancing, the Authority and the City desire to enter into a First Amendment to Lease (the "First Lease Amendment") in order to amend the Original Lease so as to provide for additional Base Rental payable thereunder and to make certain other modifications in Resolution No. SAFA 2004-001 Page 2 of 7 order to provide for the issuance of Additional Bonds in accordance with the provisions of the Original Indenture (the Original Lease as so amended is referred to as the "Lease"); K. The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance such portion of the Project through the offering and sale of Additional Bonds, designated "Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Refunding Bonds, Series 2004A" (the "Series 2004A Bonds") payable from the additional Base Rental; L. The Authority and the Trustee desire to enter into a First Amendment to Assignment Agreement (the "First Assignment Amendment") in order to amend the Original Assignment Agreement so as to expressly provide that all rights to receive the Base Rental, including the additional Base Rental provided for in the First Amendment to Lease, have been assigned without recourse by the Authority to the Trustee; M. The Authority and the City desire that the Trustee and the Authority enter into a First Supplemental Indenture (the "First Supplemental Indenture") in order to provide for the issuance of the Series 2004A Bonds; N. The Series 2004A Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code; O. The Governing Board of the Authority (the "Governing Board") has determined that it would be in the best interest of the Authority to secure the timely payment of the principal of and interest on the Series 2004A Bonds by obtaining an insurance policy with respect thereto; P. The funds representing the prepayment of the portion of the Base Rental payable by the City under the Original Lease with respect to the portion of the Project to be refinanced will be applied to the payment and prepayment of the Base Rental thereunder pursuant to an Escrow Agreement (the "Escrow Agreement") by and among the City, the Authority and BNY Western Trust Company, as escrow bank; Q. Citigroup Global Markets Inc., as underwriter (the "Underwriter"), has submitted to the City and the Authority a proposed form of an agreement to purchase the Series 2004A Bonds in the form of a Bond Purchase Agreement (the "Purchase Contract"); Resolution No. SAFA 2004-001 Page 3 of 7 T. R. A form of the Preliminary Official Statement (the "Preliminary Official Statement") to be distributed in connection with the public offering of the Series 2004A Bonds has been prepared; S. The City is a member of the Authority and the Project is to be located within the boundaries of the City; The Governing Board has been presented with the form of each document referred to herein relating to the refinancing contemplated hereby, and the Governing Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such refinancing; and; u. All acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing for the purpose, in the manner and upon the terms herein provided; Section 2. All of the recitals herein contained are true and correct and the Governing Board so finds. Section 3. The form of the First Lease Amendment, on file with the Secretary of the Authority, is hereby approved, and the Chair or Vice-Chair of the Authority, or such other member of the Governing Board as the Chair may designate, the Executive Director of the Authority, the Treasurer of the Authority and the Controller of the Authority (the "Authorized Officers"), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Lease Amendment in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the Base Rental shall not exceed $42,000,000, the term of the Lease shall terminate no later than July 1, 2024 (provided that such term may be extended as provided in the Lease) and the true interest cost applicable to the interest components of the Base Rental shall not exceed 5.0% per annum. Section 4. The form of First Supplemental Indenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Supplemental Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Series 2004A Resolution No. SAFA 2004-001 Page 4 of 7 Bonds shall not exceed $42,000,000, the final maturity date of the Series 2004A Bonds shall be no later than July 1, 2024 and the true interest cost applicable to the Series 2004A Bonds shall not exceed 5.0% per annum and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Series 2004A Bonds established by the Purchase Contract as finally executed. Section 5. The issuance of not to exceed $42,000,000 aggregate principal amount of the Series 2004A Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby authorized and approved. Section 6. The form of First Assignment Amendment, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Assignment Amendment in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The form of Purchase Contract, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Purchase Contract in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the underwriter's discount for the sale of the Series 2004A Bonds shall not exceed 5.0% of the aggregate principal amount of such Series 2004A Bonds. Section 8. The form of Escrow Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Escrow Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. The form of Preliminary Official Statement, on file with the Secretary of the Authority, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series 2004A Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such Rule). Resolution No. SAFA 2004-001 Page 5 of 7 Section 10. The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective investors for the Series 2004A Bonds a reasonable number of copies of the Preliminary Official Statement. Section 11. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Series 2004A Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the Authority. Section 12. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, without limitation, negotiating the terms of the insurance policy referred to herein. Section 13. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 14. This Resolution shall take effect immediately upon its adoption by the Authority, and the Secretary to the Authority shall attest to and certify the vote adopting this Resolution. ADOPTED this 20th day of Januarv. 2004. APPROVED AS TO FORM: J p . Fletcher, Authority Counsel Resolution No. SAFA 2004-001 Page60f7 AYES: Authoritymembers: Bist. Franklin. Garcia, Pulido. Solorio (5) NOES: Authoritymembers: None (0) ABSTAIN: Authoritymembers: None (0) NOT PRESENT: Authoritymembers: Alvarez. Christv (2) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Secretary to the Authority, do hereby attest to and certify the attached Resolution No. SAFA 2004-001 to be the original resolution adopted by the Governing Board of the Santa Ana Financing Authority on Januarv 20, 2004 Date: /-,72'.1)'1 Resolution No. SAFA 2004-001 Page 7 of 7