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HomeMy WebLinkAboutCOUNTYWIDE PUBLIC FINANCING AUTHORITY13128-01 JHI-M1:BDQ:k1a 03 / 06 / 96 04/29/96 05/30/96 FINAL 07/16/96 AFTER RECORDATION PLEASE RETURN TO: Jones Hall Hill & White, A Professional Law Corporation Four Embarcadero Center, 19th Floor San Francisco, CA 94111 Attention: Brian D. Quint, Fsq, THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 6103 OF THE CALIFORNIA GOVERNMENT CODE. LEASE AGREEMENT Dated as of July 1,1996 by and between the COUNTYWIDE PUBLIC FINANCING AUTHORITY, as Lessor and the CITY OF SANTA ANA, as Lessee Relating to $27,725,000 Countywide Public Financing Authority 1996 Revenue Bonds 4 -q 6 ^° � � 13128-01 JHHW:BDQ:k1a 03 / 06 / 96 04/29/96 05/30/96 FINAL 07/16/96 AFTER RECORDATION PLEASE RETURN TO: Jones Hall Hill & White, A Professional Law Corporation Four Ernbarcadero Center,19th Floor San Francisco, CA 94111 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. SITE AND FACILITY LEASE Dated as of July 1,1996 by and between the CITY OF SANTA ANA, as Lessor and the COUNTYWIDE PUBLIC FINANCING AL TgiOIdITY, as Lessee Relating to $27,725,000 Countywide Public Financing Authority 1996 Revenue Bonds SITE AND TACILITY LEASE This SITE AND FACILITY LEASE, dated as of July 1, 1996, is by and between the CITY OF SANTA ANA, a municipal corporation and general law city organized and existing under the laws of the State of California, as lessor (the "City"), and the COUNTYWIDE PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California, as lessee (the "Authority"); WITNESSETH: WHEREAS, the City is proceeding to finance its share of a countywide 800 MHz communications system and to finance the construction of capital improvements throughout the geographic boundaries of the City by leasing certain real property and improvements from the Authority pursuant to a Lease Agreement, dated as of July 1, 1996 (the "Lease Agreement"); and WHEREAS, the City proposes to enter into this Site and Facility Lease with the Authority as a material consideration for the Authority's agreement to lease such land and improvements to the City; NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows: Section 1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein., the capitalized terms in this Site and Facility Lease shall have the respective meanings specified in Section 1.01 of the Indenture, dated as of July 1, 1996, by and between the Authority and U.S. Trust Company of California, N.A., as trustee thereunder. Section '2. Site and Facility Lease. The City hereby leases to the Authority and the Authority hereby leases from the City, on the terms and conditions hereinafter set forth, those certain parcels of real property situated in the City of Santa Ana, Orange County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (the "Site"), and those certain improvements on the Site more particularly described in Exhibit B attached hereto and made a part hereof (collectively, the "Facility"). Section 3. Term. The term of this Site and Facility Lease shall commence on the date of recordation of this Site and Facility Lease in the Office of the County Recorder of Orange County, State of California, and shall end on August 1, 2006, unless such term is extended or sooner terminated as hereinafter provided. If, on August 1, 2006, the aggregate amount of Lease Payments (as defined in and as payable under the Lease Agreement) shall not have been paid, or provision shall not have been made for their payment, then the term of this Site and Facility Lease shall be extended until such Lease Payments shall be fully paid or provision made for such payment. If, prior to August 1, 2006, all Lease Payments shall be fully paid or provision made for such payment in accordance with Section 4.3 or 4.4 of the Lease Agreement, the term of this Site and Facility Lease shall end ten (10) days thereafter. Section 4. Advance Rental Payment. The City agrees to lease the Site and the Facility to the Authority in consideration of the payment by the Authority of an advance rental payment of $5,676,282.00. The City and the Authority agree that by reason of the sale of the Bonds and deposit of proceeds pursuant to the provisions of the Indenture, the advance rental payment referenced in the preceding sentence shall be deemed to have been paid. Section 5. Purpose. The Authority shall use the Site and the Facility solely for the purpose of leasing the Site and the Facility to the City pursuant to the Lease Agreement and for such purposes as may be incidental thereto; provided, however, that in the event of default by the City under the Lease Agreement, the Authority and its assigns may exercise the remedies provided in the Lease Agreement. Section 6. City's Interest in Site and the Facility. The City covenants that it is the owner of fee title to the Site and the Facility. Section 7. Assignments and Subleases. Unless the City shall be in default under the Lease Agreement, the Authority may not assign its rights under this Site and Facility Lease or sublet the Site or the Facility, except as provided in the Lease Agreement, without the written consent of the City. Section 8. Right of Entry. The City reserves the right, for any of its duly authorized representatives, to enter upon the Site and the Facility at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. Section 9. Termination. The Authority agrees, upon the termination of this Site and Facility Lease, to quit and surrender the Site and the Facility in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Site or the Facility at the time of the termination of this Site and Facility Lease shall remain thereon and title thereto shall vest in the City. Section 10. Default. In the event the Authority shall be in default in the performance of any obligation on its part to be performed under the terms of this Site and Facility Lease, which default continues for thirty (30) days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Site and Facility Lease and of the Lease Agreement shall be deemed to occur as a result thereof; provided, however, that so long as any Bonds are outstanding and unpaid in accordance with the terms thereof, the Lease Payments assigned by the Authority to the Trustee under the Indenture shall continue to be paid to the Trustee. Section 11. Quiet En�oyinent. The Authority, at all times during the term of this Site and Facility Lease, shall peaceably and quietly have, hold and enjoy the Site and the Facility subject to the provisions of the Lease Agreement and the Indenture. Section 12. Waiver of Personal Liability. All liabilities under this Site and Facility Lease on the part of the Authority are solely liabilities of the Authority and the City hereby releases each and every member, director, officer, employee and agent of the Authority of and from any personal or individual liability under this Site and Facility Lease. No member, director, officer, employee or agent of the Authority shall at any time or under any circumstances be individually or personally liable under this Site and Facility Lease for anything done or omitted to be done by the Authority hereunder. Section 13. Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Site and the Faci.%ity (including both land and improvements). Section 14, Eminent Domain. In the event the whole or any part of the Site or the Facility thereon is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the amount of the then unpaid Bonds including the unpaid principal and interest with respect to any then outstanding such Bonds and, subject to -2- the provisions of the Lease Agreement, the balance of the award, if any, shall be paid to the City. Section 15. Use of the Proceeds, The City and the Authority hereby agree that the lease to the Authority of the City's right, title and interest in the Site and the Facility pursuant to Section 2 serves the public purposes of the City by providing funds to enable the City to finance the Improvements. The City hereby agrees that the proceeds of the Bonds shall be used solely for the purpose of paying the costs of the Improvements, to be owned, held or controlled by the City for its public purposes, on or before the date three years following the date of execution and delivery of the Bonds, or to refinance prior obligations of the City incurred for such purposes. Section 16. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Site and Facility Lease shall, to any extent, be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding, order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site and Facility Lease shall be affected thereby, and each provision of this Site and Facility Lease shall be valid and enforceable to the fullest extent permitted by law. Section 17. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested, postage prepaid, and, if to the City, addressed to the City in care of the Finance Director, City of Santa Ana, Number 20 Civic Center Plaza, Santa Ana, CA 92701, or if to the Authority, addressed to the Authority in care of the Executive Director, Countywide Public Financing Authority, 20 Civic Center Plaza, Santa Ana, CA 92701, or to such other addresses as the respective parties may from time to time designate by notice in writing. Section 18. Section Headbigs. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site and Facility Lease. Section 19. Applicable Law. This Site and Facility Lease shall be governed by and construed in accordance with the laws of the State. Section 20. Execution in Counterparts. This Site and Facility Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument. -3- IN WITNESS WHEREOF, the City and the Authority have caused this Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. [SEAL] Attest: [S E A LI Attest: Janice C. Guy Clerk of the Council Janice C. Guy Secretary CITY OF SANTA ANA, as Lessee Roderick R. Coloma Finance Director COUNTYWIDE PUBLIC FINANCING AUTHORITY, as Lessor By Roderick R. Colorna Treasurer --4 NOTARY ACKNOWLEDGMENT FORMS TO BE ATTACHED EXHIBrr A DESC IMON OF THE SnT The following parcels of land situated in the County of Orange, State of California, described as follows. - PARCEL 1: THOSE PORTIONS OF LOTS 8 AND 9 OF THE WILLIAMS TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 30 PAGE 14 OF DEEDS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF TRACT NO. 5856, AS SHOWN ON THAT CERTAIN MAP RECORDED IN BOOK 223 PAGES 34, 35 AND 36 OF MISCELLANEOUS MAPS OF ORANGE COUNTY, CALIFORNIA; THENCE WESTERLY 654.57 FEET ALONG THE SOUTH LINE OF SAID TRACT NO. 5856 TO THE. MOST SOUTHERLY SOUTHWEST CORNER THEREOF; THENCE SOUTHERLY 238.57 FEET ALONG THE WEST LINE OF THAT CERTAIN PARCEL OF REAL PROPERTY GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED IN BOOK 6650 PAGE 219 OF OFFICIAL RECORDS OF SAID COUNTY; CONTINUING THENCE SOUTHERLY 515.89 FEET ALONG THE EAST LINE OF THAT CERTAIN PARCEL OF REAL PROPERTY GRANTED TO SANTA ANA UNIFIED SCHOOL DISTRICT BY DEED RECORDED IN BOOS{ 6650 PAGE 215 OF OFFICIAL RECORDS OF SAID COUNTY TO A POINT IN THE NORTH LINE OF THAT CERTAIN PARCEL OF REAL PROPERTY GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED IN BOOK 5887 PAGE 580 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE WESTERLY 638.01 FEET ALONG THE NORTH LINE OF LAST SAID PARCEL TO THE NORTHEAST CORNER OF TRACT NO. 9222, AS SHOWN ON THAT CERTAIN MAP RECORDED IN BOOK 598 PAGES 49 AND 50 OF MISCELLANEOUS MAPS OF SAID COUNTY; THENCE ALONG THE EAST LINE OF SAID TRACT NO. 9222 SOUTH 1° 05` 30" EAST 580.40 FEET, NORTH 88- 54' 30" EAST 3.00 FEET, SOUTH 10 05' 30" EAST 140.00 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT•NORTHERLY 52.00 FEET FROM THE CENTERLINE OF SEGERSTROM AVENUE; THENCE EASTERLY ALONG LAST SAID PARALLEL LINE 1,288.95 FEET TO THE EAST LINE OF SAID PARCEL GRANTED TO CITY OF SANTA ANA BY DEED RECORDED IN BOOK 5887 PAGE 580 OF OFFICIAL RECORDS OF ORANGE COUNTY; THENCE NORTHERLY 721.66 FEET ALONG THE EAST LINE OF LAST SAID PARCEL TO THE NORTHEAST CORNER THEREOF; CONTINUING THENCE NORTHERLY 755.37 FEET ALONG THE EAST LINE OF THAT CERTAIN PARCEL GRANTED TO CITY OF SANTA ANA BY DEED RECORDED IN BOOK 5633 PAGE 523 OF OFFICIAL RECORDS OF SAID COUNTY TO THE POINT OF BEGINNING. Exhibit A Page I PARCEL 2: THE EAST 520.00 OF THAT PORTION OF THE LAND ALLOTTED TO JAMES MC FADDEN IN DECREE OF -PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA RECORDED IN BOOK "B" OF JUDGMENTS OF THE 17TH JUDICIAL DISTRICT COURT OF CALIFORNIA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE CENTERLINE OF BRISTOL STREET AS DESCRIBED IN DEED RECORDED NOVEMBER 30, 1949 IN BOOK 1933 PAGE 88 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY SOUTH 0' 20' 50" EAST 1,371.87 FEET ALONG SAID CENTERLINE FROM ITS INTERSECTION WITH THE CENTERLINE OF ALTON AVENUE (FORMERLY TALBERT AVENUE) THENCE NORTH 89' 57, 31" EAST 333.44 FEET TO THE EAST LINE OF THE LAND CONVEYED TO I.D. PARKER BY DEED RECORDED APRIL 21, 1884, IN BOOK 119 PAGE 590 OF DEEDS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AND BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89' 57' 31" EAST 1,725.87 FEET TO THE INTERSECTION OF THE WEST LINE OF TRACT NO. 4951 PER MAP RECORDED IN BOOK 192 PAGES 4 TO 7 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY WITH THE CENTERLINE OF TALBERT AVENUE AS SAID . INTERSECTION IS SHOWN ON SAID MAP; THENCE ALONG SAID WEST LINE SOUTH 06 401 30" WEST 974.94 FEET TO THE SOUTHWEST CORNER OF SAID TRACT; THENCE NORTH 89' 401 35" WEST 753.28 FEET ALONG THE NORTH LINE OF THE LAND CONVEYED TO H. H. WAKEHAM BY DEED RECORDED MAY 1D, 1884 IN BOOK 124 PAGE 88 OF DEEDS RECORDS OF SAID LOS ANGELES COUNTY, THENCE SOUTH 89' 59' 00" WEST 781.33 FEET ALONG SAID NORTH LINE TO A POINT ON THE NORTHEAST LINE OF THE LAND DESCRIBED AS PARCEL F2-202 IN THE DEED TO THE ORANGE COUNTY FLOOD CONTROL DISTRICT RECORDED JULY 6, 1960 IN BOOK 5315 PAGE 472 OF SAID OFFICIAL RECORDS, SAID NORTHEAST LINE BEING ON THE ARC OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 2,027.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 69' 12` 32" EAST THENCE. NORTHWESTERLY 396.69 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11' 12' 47" TO SAID EAST LINE OF THE LAND OF E. D. PARKER; THENCE ALONG SAID EAST LINE NORTH 0' 201.42" WEST 614.85 FEET TO THE TRUE POINT OF BEGINNING. Exhibit A Page 2 DESCRIPTION OF THE FACILITY (1) Carl Thornton Park, located at 1801 West Segerstrom Avenue, Santa Ana, including all improvements thereon, (2) Bomo Koral Park, located at 900 West MacArthur Boulevard, Santa Ana, including all improvements thereon. Exhibit B IN WITNESS WHEREOF, the City and the Authority have caused this Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. [S E A L] Attest: Janice C. 6uy rl Clerk of the Council VP ` E" :Ar' TO F"Rid . ! RICHARD E. LAY ASSISTANT CITY ATTORNEY [SEAL] Attest: Janice C. Guy Secretary CITY OF SANTA ANA, as Lessee yj t/1 �Rdae'ri&Rsznrria Finance Director Approv[as oco City Mamger COUNTYWIDE PUBLIC FINANCING AUTHORITY, as Lessor Y Roderick R. Co/Wm a Treasurqf m State of California County of Orange %— ,;Z — �L before me, 01krr .-UDA 2— ia,E47A. DEPUTY CLERK r personally a peared �wsa a stcN�R 'AZ' c & rsonally ' own to me - OR - E3--proved to me are the basis of satisfactory evidence to be the persodiLwhose name b� /are subscribed to the within instrument and acknowledged to me that helshe/they executed the same in his/her it authorized capacity ies-), and that by hisiher/their signature, sl on the instrument the personL; ), ()r the entity upon behalf of which the person(L) acted, executed the instr=ent. � �"N WITNESS my hand and official seal_ -.. 31GNATURP OF DEPUTY C7' GR K' REQUEST FOR COUNCIL ACTION education CITY COUNCIL June 3, 1996 MEETING DATE TITLE RESOLUTIONS AND ORDINANCE AUTHORIZING FINANCING THE CITY'S SHARE OF..800MHZ RECOMMENDED ACTION CLERK qF. E CgUW%USE ONLY Approved J u As Reaornmended (� mended (see Minutes) i nance on 1 st Reading Ordinance on 2nd Reading JU N 17 implementing Resolution Ei set Public Hewing For Continued to: �. i �__..' 1. Adopt a resolution authorizing the execution of a joint exercise of powers agreement creating the Countywide Public Financing Authority; 2. Adopt a resolution approving the financing proceedings for the City's share of the Countywide 800 Megahertz Communication System, approving the issuance of revenue bonds by the Countywide Public Financing Authority for such purpose, and approving related documents and official actions; 3. Adopt an ordinance approving the public leaseback of certain facilities with the Countywide Public Financing Authority. DISCUSSION Currently, the City of Santa Ana, Orange County cities, and the County of Orange utilize an 18-channel 460 megahertz (MHz) Law Enforcement Communication System. The system, which has been in service for 23 years, is insufficient to meet the growing demands of the County and Orange County cities. As a result, a new.81- channel, 800MHz system is proposed. The new system purchase will be composed of transmitting sites, dispatch consoles, and related field equipment for all participating agencies. On September 19, 1995, the County authorized the purchase of an 800MHz Communication System from Motorola Communications and Electronics, Inc. Since then the County has executed the 800MHz Joint Operating Agreement with each participating agency. The City Council adopted the City's agreement on February 20, 1996. G-S- M3 0207 M. Resolutions and Ordinance Authorizing Financing the City's Share of 800MHz Share System June 3, 1996 Page 2. In conjunction, a financing team consisting of: Public Financial Management, Inc. as a financial advisor; Jones, Hall, Hill and White, A Professional Law Corporation as Bond Counsel; Stone and Youngberg, LLP, as Underwriter; and Cox, Castle and Nicholson, LLP as Underwriter's Counsel, has been reviewing various financing alternatives. The recommended financing option will be provided through an asset transfer structure. Currently, 12 cities have committed to participate in the recommended financing plan, if approved by their respective City Councils. The recommended resolutions and ordinance provides for the establishment of a Countywide Public Financing Authority, approves the issuance of bonds and related documents, and complete with all California Government Code requirements. Approval of the recommended actions will permit the City to finance its share, approximately 5.5 million, of the $82 million system. The first payment will be due in July 1997 and be incorporated within the FY 97-98 City budget. R VCol ma Executive Director Finance & Management Services Agency 13128-01 1HHW:BDQ:kla 05 /06/96 05/10/96 CITY OF SANTA ANA RESOLUTION NO.6- 0 5 3 A RESOLUTION AUTHORIZING THE EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT CREATING TO THE COUNTYWIDE PUBLIC FINANCING AUTHORITY r RESOLVED, by the City Council (the "Council") of the City of Santa Ana (the "City"), as follows: WHEREAS, the City and the Cities of Brea, Buena Park, Fullerton, Garden Grove, La Palma, Newport Beach, Orange, San Clemente, Seal Beach, Stanton and Tustin (the "Other Members"), desire to create a joint exercise of powers authority to assist in the financing requirements of the City and the Other Members pursuant to Articles 1 through 4 (commencing with section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Formation of joint Powers Authority. The Council hereby authorizes the officers and staff members of the City to assist in the organization of a joint powers authority among the City and the Other Members, to be known as the "Countywide Public Financing Authority" (the "Authority"). The Council hereby approves and authorizes the Mayor, the City Manager, the Finance Director or other appropriate officer or official of the City to execute and the City Clerk to attest a joint exercise of powers agreement forming said joint powers authority, in substantially the form on file with the City Clerk, together with any changes therein deemed advisable by the counsel to the City. Section 2, Authority Director, The Council hereby designates and appoints the City Manager or his designee to act as the City's representative on the Board of Directors of the Authority. Section 3. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk and all other proper officers of the City are hereby authorized and directed to take all actions and do all things necessary or desirable hereunder with respect to the formation of the Authority, including but not limited to the execution and delivery of any and all agreements, certificates, instruments and other documents, which they, or any of them, may deem necessary or desirable and not inconsistent with the purposes of this resolution. Section 4. Effect. This Resolution shall take effect immediately. RESOLUTION NO. 96-053 Authorizing the Creation of the County -ride Public Financing Authority Page 2. ADOPTED this ATTEST: /JAn ce C . Guy ' '-Clerk of the Council COUNCILMEMBERS: Pulido Richardson Espinoza Lutz McGuigan Mills Moreno 3 rd day of Ave Aye — Abstained Aye -- Aye _ Aye Absent June , 1996. 0ayo uel A. Pulido r APPROVED AS TO FORM: Ed Coo er City Attorne CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange I', IANICE C. GUY, Clerk of the Council, do hereby certify the attached Resolution Sol-O -Q to be the original resolution adapted by the City Council of the City of Santa Ana on & - 3 - 9 Date: w Clerk of the Council Y �f City of Santa Ana ` 13128-01 JHH1A7:BDQ:k1a 05/06/96 05/10/96 CITY OF SANTA ANA RESOLUTION NO.96 -0 5 4 A RESOLUTION APPROVING FINANCING PROCEEDINGS FOR THE CITY'S SHARE OF THE COUNTYWIDE 800 MH - COMMUNICATIONS SYSTEM AND/OR TO FINANCE OTHER CAPITAL IMPROVEMENTS WITHIN THE GEOGRAPHIC BOUNDARIES OF THE CITY, APPROVING ISSUANCE OF REVENUE BONDS BY THE COUNTYWIDE PUBLIC FINANCING AUTHORITY FOR SUCH PURPOSE, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS RESOLVED, by the City Council (the "Council") of the City of Santa Ana (the "City"), as follows: WHEREAS, the City is proceeding to finance its share of the Countywide 800 MHz communications system and/or to finance other capital improvements within the geographic boundaries of the city (collectively, the "Project"), and the City has proposed to implement a lease financing for the purpose of raising the funds to finance the Project; WHEREAS, for the purpose of obtaining the moneys required to finance the Project, the City proposes to lease one or more existing real property sites and the buildings thereon (collectively, the "Leased Premises"), to the Countywide Public Financing Authority (the "Authority"), which has been formed for the purpose of assisting the City and other member cities in connection with their financing needs, and to lease the Leased Premises back from the Authority, and the Authority proposes to issue its Countywide Public Financing Authority (Orange County, California) 1996 Revenue Bonds (the "Bonds") which will be secured by rental payments made by the City under such lease and by rental payments to be made by such other member cities under separate leases; and WHEREAS, the Council approves all of said transactions in furtherance of the public purposes of the City, and wishes at this time to take its action approving the issuance and sale of the Bonds and the lease financing to be accomplished thereby; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Approval of Bonds. The Council hereby approves the issuance of the Bonds by the Authority for the purpose, among others, of providing funds to enable the City to undertake the Project. Section 2. Approval of Financing Leases, The Council hereby approves each of the following agreements required to implement the financing described in this Resolution, in substantially the respective forms on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the Finance Director, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions: (a) a Site and Facility Lease by and between the City, as lessor, and the Authority, as lessee, relating to the lease of the Leased Premises by the City to the Authority; and RESOLUTION 06-054- (b) a Lease Agreement by and between the Authority, as lessor, and the City, as lessee, relating to the lease of the Leased Premises by the Authority back to the City, so long as the term of the Lease Agreement does not exceed 15 years and so long as the maximum annual lease payments to be paid by the City thereunder does not exceed $1,000,000. The Mayor, the City Manager or the Finance Director is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of each of the foregoing documents. Section 3. Sale of Bonds by Authorit • Letter of Re:presentations. The Council hereby approves the negotiated sale of the Bonds to Stone & Youngberg LLC (the "Underwriter") pursuant to the terms and conditions set forth in bond purchase agreement (the "Bond Purchase Contract"), by and between the Underwriter and the Authority, substantially in the form on file with the City Clerk, together with any additions thereto or changes therein as may be deemed necessary or advisable by the Mayor, the City Manager or the Finance Director, so long as the principal amount of Bonds sold which are allocable to the City does not exceed $7,500,000 and so long as the Underwriter's discount (exclusive of original issue discount which does not constitute compensation to the Underwriter) does not exceed 1%. The Bonds may be issued in a single series, or in multiple series which are issued by the Authority from time to time, as may be determined by the Mayor, the City Manager or the Finance Director taking into account the financing needs of the City. The Council hereby approves the Letter of Representations, in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the Finance Director, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. Section 4. Official Statement. The Council hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary official statement describing the Bonds (the "Preliminary Official Statement") in substantially the form on file with the City Clerk. The Mayor, the City Manager or the Finance Director is hereby authorized to execute an appropriate certificate stating the Council's determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the Preliminary Official Statement by the Underwriter in connection with the sale of the Bonds is hereby approved. The Mayor, the City Manager or the Finance Director is hereby authorized and directed to approve any changes in or additions to a final form of official statement (the "Final Official Statement"). The Council hereby authorizes the distribution of the Final Official Statement by the Underwriter. Section 5. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 6. Effect. This Resolution shall take effect immediately. -2- RESOLUTION 106-054 RESOLUTION NO. Approving Financing City's Share of•800 Page 3. Proceedings for Mhz Communications System ADOPTED this 3rd day of ATTEST: ,jan c C . Guy :',,Clerk of the Council COUNCILMEMBERS: Pulido Richardson Espinoza Lutz McGuigan Mills Moreno Aye Aye Abstained Aye AYE -Aye Absent June 1995. uel A. Pul: do ayor APPROVED AS TO FORM: Ed Co er City Attorney CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange I, IANICE C. GUY, Clerk of the Council, do hereby certify the attached Resolution q6, —D s 7 to be the original resolution adopted by the City Council of the City of Santa Ana on 4� - 3 — 90- Date: Clerk of the Council City of Santa Ana ORDINANCE NO. NS-2293 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE PUBLIC LEASEBACK OF CERTAIN FACILITIES WITH THE COUNTYWIDE PUBLIC FINANCING AUTHORITY THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. Approval,of Entering into Lease. Pursuant to section 54241 of the California Government Code, the City of Santa Ana is hereby authorized to enter into a formal agreement with the Countywide Public Financing Authority with respect to the public leaseback of certain facilities and the real property on which such improvements are situated, more particularly described in Exhibit A attached hereto, so long as the principal amount of the lease agreement does not exceed $7,500,000, so long as the maximum annual lease payments to be paid by the City does not exceed $1,000,000 and so long as the term of the lease agreement does not exceed 15 years. This ordinance is subject to the provisions for referendum applicable to the City of Santa Ana. This ordinance shall be published in the manner required by law for ordinances of the City of Santa Ana generally. section 2. Effective Date. This ordinance shall not become effective or be in force until thirty (30) days from and after the date of its adoption, and shall be published at least once in full in a newspaper of general circulation published in the City of Santa Ana, within 15 days after its adoption. ADOPTED this 17th day of June , 1996. ATTEST: )ayor uel :A."Pulido 4C1rk e C. Guy of the Counc 1 COUNCILMEMBERS: Pulido Aye Richardson bsent Espinoza Absent Lutz Aye McGuigan Aye Mills Ave -- Moreno Ahsent APPROVED AS TO FORM: Edward-J. C ope City Attorne !1: DESCRIIMON OF LEASED PROPERTY (1) Carl Thornton Park, located at 1901 West Segerstrom Avenue, Santa Ana. . , (2) Bomo Koral Park, located at 000 West MacArthur Boulevard, Santa Ana. CERTIFICATE OF ORIGINALITY & PUBLICATION S�c-�if'-C�Llifomia County of Orange I, JANICE C. GUY, Clerk of the Council, do hereby certify the attached Ordinance /l) S - ao? 93 _ to be the original ordinance adopted by the City Council of the City of Santa Ana on 6 / ; and that said ordinance was published in accordance with the Charter of the City of Santa Ana Date:%/ / S , Clerk of the Council Exhibit A City of Santa Ana /