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HomeMy WebLinkAbout2015-06-23 - RESOLUTIONS - PRIVATE PLACEMENT LEASE TRANS (2)RESOLUTION NO. JPA 15-01 A RESOLUTION OF THE BOARD OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY AUTHORIZING APPROVAL OF CERTAIN DOCUMENTS IN CONNECTION WITH A PRIVATE PLACEMENT LEASE TRANSACTION WHEREAS, the Santa Clarita Public Financing Authority (Authority) is a Joint Powers Authority (a public body, corporate, and politic) duly created, established, and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Act (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code), including the power and authority to lease property from and to another public entity and to assist the City of Santa Clarita, California (City), with the financing or refinancing of the acquisition and construction of various public facilities for the use, benefit, and enjoyment of the public; and WHEREAS, in 2005, the Authority assisted the City with the execution and delivery of the City's $17,700,000 Refunding Certificates of Participation (Public Facilities — Civic Center) 2005 Series (2005 Certificates) evidencing and representing undivided and proportionate interests in lease payments to be made by the City to the Authority under a lease -leaseback transaction of certain sewer improvements of the City's sewer system (Leased Property); and WHEREAS, in order to take advantage of the favorable interest rates available in the financial markets, the City has determined to refinance the 2005 Certificates by prepaying the lease payments and defeasing the 2005 Certificates from proceeds of a private placement lease - leaseback transaction involving the Leased Property; and WHEREAS, the City will lease to the Authority its interest in the Leased Property pursuant to a Site Lease, dated as of July 1, 2015 (Site Lease), and the Authority, concurrently with the execution of the Site Lease, will leaseback the Leased Property to the City pursuant to a 2015 Lease (Public Facilities — Civic Center Refinancing), dated as of July 1, 2015 (Lease), in consideration for lease payments, with an assignment to a bank (Assignee) following a competitively bid solicitation process; and WHEREAS, the execution and delivery of the Lease will result in significant public benefits in the form of demonstrable savings in effective interest rates; and WHEREAS, it is in the public interest and for the public benefit that the Authority authorize and direct execution of the Site Lease and the Lease and certain other financing documents in connection therewith; and I WHEREAS, the documents below specified have been filed with the Authority, and the members of the Board of the Authority, with the aid of its staff, have reviewed said documents. NOW, THEREFORE it is hereby resolved by the Board of the Santa Clarita Public I Financing Authority as follows: SECTION 1. The Authority hereby agrees to assist the City in the refinancing of the 2005 Certificates through participation in the use of a private placement lease -leaseback financing transaction. SECTION 2. The below enumerated documents (collectively, Transaction Documents) are hereby approved, and a Responsible Officer (as defined below) is hereby authorized and directed to execute the Transaction Documents in substantially the forms hereto presented, with such revisions, amendments, and completions as shall be approved by such Responsible Officer with the advice of Special Counsel to the City, such approval to be conclusively evidenced by the execution and delivery by such Responsible Officer. A Responsible Officer shall include any member of the Board, the Executive Director, the Treasurer, or any officer of the Authority designated by the President or the Executive Director as a Responsible Officer, and the Secretary is hereby authorized and directed to attest to such official's signature. a) the Site Lease, by and between the City, as lessor, and the Authority, as lessee, pursuant to which the City will lease the Leased Property to the Authority; and b) the Lease, by and between the Authority, as lessor, and the City, as lessee, pursuant to which the Authority will leaseback the Leased Property to the City, so long as the total principal component of the Lease does not exceed $7.2 million, and I the interest rate payable with respect to the interest component of the Lease does not exceed 2.5%; and c) an Assignment Agreement (Assignment Agreement), by and between the Authority and the Assignee; and d) a Placement Agreement (Placement Agreement), by and among the Authority, the City and First Southwest Company, as placement agent. SECTION 3. Any Responsible Officer of the Authority, and each of them, is hereby authorized and directed to execute and deliver the Transaction Documents and any and all other documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. SECTION 4. This Resolution shall take effect from and after the date of its passage and adoption. SECTION 5. The Secretary shall certify to the adoption of this Resolution. I PASSED, APPROVED, AND ADOPTED this 23`d day of June, 2015. SANTA CLARITA PUBLIC FINANCING AUTHORITY OAF STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. ' CITY OF SANTA CLARITA ) I, Kevin Tonoian, Secretary of the Santa Clarita Public Financing Authority, do hereby certify that the foregoing Resolution was duly adopted by the Board of the Santa Clarita Public Financing Authority, at a regular meeting thereof, held on the 23`d day of June 2015, by the following vote: AYES: BOARDMEMBERS: Weste, Acosta, Kellar, Boydston, McLean NOES: BOARDMEMBERS: None ABSENT: BOARDMEMBERS: None