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HomeMy WebLinkAbout1991-09-10 - RESOLUTIONS - ISSUANCE REVENUE BONDS (2)RESOLUTION NO. JPA 91-5 RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF LOCAL AGENCY REVENUE BONDS, SERIES 1991, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $24,000,000, APPROVING A TRUST AGREEMENT AND OFFICIAL STATEMENT, AUTHORIZING THE SALE OF SUCH BONDS, AUTHORIZING THE EXECUTION OF AGREEMENTS FOR THE PURCHASE OF CITY OBLIGATIONS, AND AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Santa Clarita, California (the "City"), is a municipal corporation and general law city of the State of California; and WHEREAS, the Redevelopment Agency of the City of Santa Clarita (the "Agency") is a' redevelopment agency and public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law, commencing with Health and Safety Code Section 33000, et seg. (the "Law"); and WHEREAS, the City and the Agency have entered into a Joint Exercise of Powers Agreement establishing the Santa Clarita Public Financing Authority (the "Authority") for the purpose of issuing its bonds to be used to provide financing for public capital improvements of the City and the Agency; and WHEREAS, the Authority proposes to enter into a Trust Agreement dated as of October 1, 1991 (the "Trust Agreement") with First Trust National Association, as trustee, to provide for the issuance of its Local Agency Revenue Bonds, Series 1991 (the "Bonds") in the aggregate principal amount not to exceed $24,000,000; and WHEREAS, the Bonds are to be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985 (the "Act") constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; WHEREAS, PaineWebber, Incorporated, the underwriter (the "Underwriter") of the Authority's Bonds has submitted a form of an offer to purchase the Bonds (the "Purchase Contract") and Fieldman, Rolapp & Associates, the financial advisor (the "Financial Advisor") has prepared and presented to the Authority for approval an official statement (the "Official Statement") in preliminary form for use in the sale of the Authority's Bonds and containing information describing the City Obligations (as hereinafter defined); and WHEREAS, the City and the Agency wish to provide funds to finance and/or refinance the acquisition, improvement, equipping and construction of certain public capital improvement projects referenced in Agency Resolution No. RDA 91-4 (the "Projects"), by the execution and delivery of Certificates of Participation (Capital Improvement Projects) Evidencing A Proportionate Interest Of The Owners Thereof In Lease Payments To Be Made By The City Of Santa Clarita (Los Angeles County, California) To The Redevelopment Agency Of The City Of Santa Clarita (the "Certificates") in the aggregate principal amount not to exceed $24,000,000; and WHEREAS, the Authority will use the proceeds of the Bonds to purchase the Certificates pursuant to a Certificate Purchase Contract for the Purchase and Sale of Local Obligations dated as of October 1, 1991 (the "Certificate Purchase Contract") by and among the Authority, the City and the Agency which contains a purchase contract for the Certificates providing the final terms and conditions of the sale of the Certificates to the Authority. The form of the Certificate Purchase Agreement is on file with the Secretary; and WHEREAS, the Authority further finds and determines that it is necessary and desirable in connection with the sale and delivery of the Certificates that the Authority enter into certain documents, and that the Authority take other actions and approve the execution of certain other documents as herein provided; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY AS FOLLOWS: r� Section 1. Findings and Determinations. Pursuant to the Act, the Authority hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting and bond issuance costs and thereby result in significant public benefits to the City and the Agency, within contemplation of Section 6586 of the Act. Section 2. Issuance of the Bonds• Approval of Trust Agreement. The Authority hereby authorizes the issuance of the Bonds under the authority of the Act, in the aggregate principal amount not to exceed $24,000,000, pursuant to the Trust Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Chairman or the Executive Director, whose execution thereof shall be conclusive evidence of his consent to such changes or additions. The Chairman, or his designee, or the Executive Director, is hereby authorized and directed to deliver, and the Secretary, or his designee, is hereby authorized and directed to attest, the Trust Agreement for and in the name of the Authority. Section 3. Approval of Sale and Delivery of the Bonds. The Board hereby approves the sale of the Bonds to the Underwriter, pursuant to the Purchase Contract by and between the Authority and the Underwriter, in substantially the form on file with the Secretary, together with such changes therein or additions thereto approved by the Chairman or the Executive Director, who shall execute and deliver the Purchase Contract in the name and on behalf of the Authority and whose execution thereof shall be conclusive evidence of approval of any such additions and changes; provided, that (i) the stated average annual interest rate payable with respect to the Bonds shall not -2- a� exceed eight and one-quarter percent (8.25%) per annum and (ii) the purchase price received by the Authority for the Bonds shall not be less than ninety nine and two-tenths percent (99.2%) of the reoffering amount thereof. Section 4. Official Statement. The Authority approves the distribution of the preliminary Official Statement by the Underwriter to persons who may be interested in purchasing the Bonds in substantially the form on file with the Secretary, together with such changes therein or additions thereto approved by the Chairman or the Executive Director and Bond Counsel. The Chairman or the Executive Director is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement approved by the Chairman or the Executive Director, whose execution thereof shall be conclusive evidence of approval of any such changes and additions. The final Official Statement shall be executed in the name and on behalf of the Authority by either the Chairman or the Executive Director, who is hereby authorized and directed to execute the final Official Statement on behalf of the Authority. Section 5. Purchase of the Certificates. The Authority hereby approves the purchase of the Certificates pursuant to the Certificate Purchase Contract in substantially the form on file with the Secretary, together with such changes therein or additions thereto approved by the Chairman or his designee, or the Executive Director, who shall execute and deliver the Certificate Purchase Contract in the name and on behalf of the Authority and whose execution thereof shall be conclusive evidence of approval of any such additions and changes. Section 6. Fiscal Agent Agreement. The Authority hereby authorizes the Treasurer to act on behalf of the Authority as the fiscal agent for the the Certificates. The Authority hereby approves the Fiscal Agent Agreement dated as of October 1, 1991 (the "Fiscal Agent Agreement") by and between the Agency and the Authority in substantially the form on file with the Secretary, which provides for the execution and delivery of the Certificates. The Chairman or Executive Director is hereby authorized and directed to approve any changes in or additions to the form of Fiscal Agent Agreement, whose execution thereof, shall be conclusive evidence of approval of any such changes and additions. The Fiscal Agent Agreement shall be executed in the name of the Authority by either the Chairman or his designee, or the Executive Director, who is authorized and directed to execute the Fiscal Agent Agreement. Section 7. Official Action. The Chairman, Vice -Chairman, Secretary, Treasurer, Executive Director 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 the execution and delivery of any and all assignments, certificates, requisitions, 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, sale and delivery of the Bonds to the Underwriter as described herein. Section 8. Effective Date. This Resolution shall take effect and be in full force from and after its adoption by the Board of Directors of the -Authority. -3- Adopted by the Board of Directors of the Santa Clarita Public Financing Authority, thislO day of September , 1991. SANTA CLARITA PUBLIC FINANCING AUTHORITY By: l44� & Chairman (SEAL) I HEREBY CERTIFY that the above and foregoing resolution was duly passed and adopted by the Board of Directors of the Santa Clarita Public Financing Authority at a regular meeting held on the 10th day of September , 1991, by the following vote, to wit: AYES: Darcy, Heidt Klajic, McKeon, Boyer NOES: Done ABSENT: None -4-