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HomeMy WebLinkAbout1996-313128-01 JHHW:BDQ:xIa 03/06/96 04/29/96 • 06/03/96 COLTNT'YWIDE PUBLIC FINANCING AUTHORITY RESOLUTION NO.96-3 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS IN THE 112AaQMU1VI AGGREGATE PRI1vQPAL AMOUNT OF $31,000,000 FOR THE PURPOSE OF PROVIDING A PORTION OF THE ORANGE COUNTY COUNTYWIDE 800 MHZ COMMITI~IICATTONS SYSTEM AND TO FINANCE OTHER CAPITAL IMPROVEMENTS, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS RESOLVED, by the Board of Directors (the "Board") of the Countywide Public Financing Authority (the "Authority"), as follows: WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated June 19, 1996, by and among the Cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Santa Ana, Seal Beach, Stanton and Tustin (collectively, the "Members"), and under the provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"), and is authorized pursuant to Article 4 (commencing with section 6584) of the Act (the "Bond Law") to borrow money for the purpose of financing • the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to, public entities, including the Members, and to provide financing for public capital improvements of public entities, including the Members; and WHEREAS, the Members each wish to finance their proportionate share of the Orange County Countywide 800 MHz communications system and certain Members wish to finance other capital improvements within the geographic boundaries of such Members (collectively, the "Project"); WHEREAS, for the purpose of providing financing for the Project, the Authority has determined to issue its Countywide Public Financing Authority (Orange County, California) 1996 Revenue Bonds, in the aggregate principal amount of $31,000,000 (the "Bonds"), all pursuant to and secured by the Indenture (hereinafter defined); and WHEREAS, in order to provide for the repayment of the Bonds, each Member has agreed to lease certain real property and improvements (the "Leased Premises") to the Authority and to lease-back such real property and improvements from the Authority pursuant to separate lease agreements, by and between the Authority, as lessor, and each such Member, as lessee, under which such Members, in the aggregate, have agreed to make certain lease payments to the Authority which have been calculated to be sufficient to enable the Authority anday the principal of and interest and premium (if any) on the Bonds when due and payable; WHEREAS, the Bonds will be issued under the Bond Law, and an Indenture of Trust (the "Indenture"), by and between the Authority and U.S. Trust Company of California, N.A., • as trustee (the "Trustee"); and • WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Issuance of Bonds• Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law and the Indenture in the aggregate principal amount of not to exceed $31,000,000 for the purpose of providing funds to enable the Members to undertake the Project. The Board hereby approves the Indenture in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Chairman, the Vice Chairman, the Executive Director or the Treasurer,.whose execution thereof shall be conclusive evidence of such approval. The Chairman, the Vice Chairman, the Executive Director or the Treasurer is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the Indenture for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 2. Approval of Related Financing Documents. The Board hereby approves each of the following agreements required to implement the financing plan to be accomplished by the Bonds, in substantially the respective forms on file with the Secretary together with any changes therein or additions thereto approved by the Chairman, the Vice Chairman, the Executive Director or the Treasurer, whose execution thereof shall be conclusive evidence of such approval. (a) separate Site and Facility Leases, by and between each of the Members, as lessor, and the Authority, as lessee, relating to the lease of the Leased Premises of such Members to the • Authority; and (b) separate Lease Agreements, by and between the Authority, as lessor, and each of the Members, as lessee, relating to the lease of the Leased Premises of such Members by the Authority back to such Members. The Chairman, the Vice Chairman, the Executive Director or the Treasurer is hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of each of the foregoing agreements. The Board hereby authorizes the delivery and performance of the foregoing agreements. Section 3. Sale of Bonds. The Board 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 Secretary, together with any additions thereto or changes therein as may be deemed necessary or advisable by the Chairman, the Vice Chairman, the Executive Director or the Treasurer, so long as the principal amount of Bonds sold does not exceed $31,000,000, so long as the true interest rate does not exceed 7% 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 maybe determined by the Chairman, the Vice Chairman, the Executive Director or the Treasurer taking into account the financing needs of the Members. Section 4. Official Statement. The Board 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 Secretary. The Chairman, the Vice Chairman, the Executive Director or -2- the Treasurer is hereby authorized to execute an appropriate certificate stating the Board'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 Chairman, the Vice Chairman, the Executive Director or the Treasurer is hereby authorized and directed to approve any changes in or additions to a final form of official statement (the "Final Official Statement"), and the execution thereof by an authorized officer of the Authority shall be conclusive evidence of approval of any such changes and additions. The Board hereby authorizes the distribution of the Final Official Statement by the Underwriter. The Final Official Statement shall be executed in the name and on behalf of the Authority by the Chairman, the Vice Chairman, the Executive Director or the Treasurer. Section 5. Official Actions. The Chairman, the Vice Chairman, the Executive Director, the Treasurer, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds as described herein. Whenever in this resolution any officer of the Authority 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. Effective Date. This Resolution shall take effect from and after the date of its • passage and adoption. I, the undersigned Chairman of the Countywide Public Financing Authority, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by the Board of Directors of the Authority at a meeting thereof on the 19th day of June, 1996, by the following vote of the members thereof: AYES: Member Representatives from the Cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Santa Ana and Stanton and Tustin NOES: None ABSTAIN: None ABSENT: Member Representative from the City of Seal Beach Chairman -3-