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HomeMy WebLinkAbout1997-07-08 - RESOLUTIONS - REFUNDING REVENUE BONDS (2)RESOLUTION NO. JPA 97-1 RESOLUTION OF THE BOARD OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY APPROVING THE REFUNDING OF THE 1991 REVENUE BONDS, APPROVING AND AUTHORIZING THE EXECUTION, SALE AND DELIVERY OF REFUNDING CERTIFICATES OF PARTICIPATION IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $20,900,000 TO PROVIDE FUNDS TO REFINANCE THE COSTS OF CERTAIN CAPITAL IMPROVEMENTS; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE EXECUTION, SALE AND DELIVERY OF SAID REFUNDING CERTIFICATES OF PARTICIPATION; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Santa Clarita, California (the "City") and the Redevelopment Agency of the City of Santa Clarita (the 'Agency") have entered Into a Joint Exercise of Powers Agreement, dated July 9, 1991 (the 'Agreement"), creating the Santa Clarita Public Financing Authority (the "Authority") for the purpose of aiding in their financing objectives; and WHEREAS, pursuant to Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code (the "Act") and the Agreement, the Authority is authorized to assist the City in financing public capital improvements, working capital, liability and other Insurance needs or projects whenever there are significant public benefits, as determined by the Agency or the City; and WHEREAS, pursuant to Resolution No. 91-145 of the City, adopted on September 10, 1991, the City sold and delivered Its 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 to the Redevelopment Agency of the City of Santa Clarita (the "1991 Certificates") In the original principal amount of $22,940,000, of which $18,800,000 remains outstanding, for the purpose of financing certain public capital Improvement projects referenced In Resolution No. 91-145 of the City (the "Projects"); and WHEREAS, pursuant to Resolution No. JPA 91-5 of the Authority, adopted on September 10, 1991, the Certificates were purchased on November 12, 1991, by the Authority using proceeds from the sale of Its Local Agency Revenue Bonds, Series 1991 (the 11991 Bonds"), which 1991 Bonds were Issued in the original principal amount of $22,940,000, and of which $18,800,000 remains outstanding; and WHEREAS, the City has determined to refinance the Projects by taking advantage of costs savings available to the City through the advance refunding of the 1991 Certificates and the 1991 Bonds; and WHEREAS, the Authority desires to assist the City in the refinancing of the Projects and the sale and delivery of the hereinafter described Certificates; and WHEREAS, the Board of Directors does find and determine that it is both a public purpose and within the authority of the Authority, and within the best interests of the Authority (a) to assist the City in refinancing the Project by approving the refunding of the 1991 Bonds; (b) to lease from and lease to the City certain facilities; and (c) to approve the execution and sale of the Certificates for the purpose of providing funds to refinance the 1991 Certificates and the 1991 Bonds; and WHEREAS, the Board of Directors further finds and determines that it is necessary and desirable in connection with the execution, sale and delivery of the Certificates that the Authority execute certain documents, and that the Authority take certain other actions and approve the execution of certain other documents as herein provided; and WHEREAS, the City has caused a Preiiininary Official Statement relating to the Certificates to be prepared for distribution to prospective purchasers of the Certificates; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY, AS FOLLOWS: Section Recitals. The foregoing recitals are true and correct and this Board of Directors so finds and determines. Section Approval of the Execution. Sale and Delivery of the Certificates and the Refunding of the 1991 Bonds. The City hereby approves the execution, sale and delivery of the Refunding Certificates of Participation (Capital Improvement Projects) Evidencing Direct, Fractional, Undivided Interests of the Owners Thereof in Lease Payments to be Made by the City of Santa Clarita, California, as the Rental for Certain Property Pursuant to an Amended and Restated Lease Agreement with the Santa Clarita Public Financing Authority (the "Certificates") in the principal amount of not to exceed $20,900,000, and hereby approves and authorizes the refunding of the 1991 Bonds. Section Approval and Authorization of Execution of Documents. The proposed forms of the below -enumerated agreements (collectively, the "Documents"), which were presented to the Board of Directors and are on file with the Secretary, are hereby approved: the Trust Agreement, by and among the Authority, the City and a trustee to be designated (the 'Trustee"), pursuant to which the Certificates shall be executed, sold and delivered upon the terms and conditions as set forth in said form of Trust Agreement; the Assignment Agreement, by and between the Authority and the Trustee, pursuant to which the Authority shall pledge and assign the lease payments, revenues, proceeds, receipts received pursuant to the Amended and Restated Lease Agreement to the Trustee for the benefit of and security of the owners of the Certificates upon the terms and conditions as set forth in said form of Assignment Agreement; the Amended and Restated Base Lease, by and between the City, as lessor, and the Authority, as lessee, of the Facilities,(as such term is defined therein); the Amended and Restated Lease Agreement, by and between the Authority, as lessor, and 1:110,01y, as lessee, of the Facilities; the Memorandum of the Amended and Restated Lease Agreement and Base Lease, by and between the Authority and the City; and the Escrow Agreement, by and among the City, the Authority and the Trustee, as escrow bank, for the purpose of redeeming the 1991 Bonds on October 1, 2001. The Chairman, Vice -Chairman, Executive Director, Secretary and Assistant Secretary (or written designee of any of them) is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver each of the Documents and to make or approve such changes therein or additions thereto as shall be necessary or appropriate to complete them, Including, without limitation, with respect to designation of the Trustee, interest rates, maturities, amortization and the purchase price of the Certificates; provided however, that the stated average annual Interest rate payable with respect to the Certificates shall not exceed six percent (6.00%) per annum, the purchase price paid by the Purchaser for the purchase of the Certificates shall be not less than ninety-eight percent (98%) of net the par amount thereof, excluding any original issue discount on the Certificates and the net present value savings of the refinancing is at least $800,000. The approval of any additions or changes in such forms shall be conclusively evidenced by such execution and delivery of the Documents. Section Approval of the Pr IlminalY OffI lad S+a+emnnr c „si Offi iAi StattJ11130t• The Preliminary Official Statement substantially in the form presented to the Board of Directors and on file with the Secretary, together with such amendments and supplements as shall be necessary or convenient to accurately describe the Certificates in accordance with the Documents, this Resolution and the other related proceedings and documents, is hereby approved and the distribution to such broker-dealers, banking Institutions and other persons as may be interested In purchasing the Certificates is hereby ratified. The Authority hereby authorizes the Executive Director to execute a certificate on behalf of the Authority deeming the Preliminary Official Statement, including such amendments and supplements, "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934. The Chairman, Vice -Chairman or Executive Director (or the written designee of any of them) are hereby authorized and directed to approve any changes in or additions to the final form of such Official Statement as any such official (or any such designee) shall deem advisable to cause the final Official Statement to describe accurately the Bonds and matters contained in the Documents, this Resolution and the other related proceedings and actions, and to execute (or cause to be so executed by any such designee) said final Official Statement for and in the name and on behalf of the Authority. The approval of any additions or changes in such forth shall be conclusively evidenced by such execution and delivery of the final Official Statement. Section Sale of the Certlfi Ates. The Authority hereby approves the sale of the sale of the Certificates, provided, however, that the true interest cost payable with respect to the Certificates shall not exceed six percent (6.10%) per annum, the purchase price paid by the Purchaser for the purchase of the Certificates shall be not less than ninety- eight percent (98%) of net the par amount thereof, excluding any original Issue discount on the Certificates and the net present value savings of the refinancing is at least $800,000. Section Official Actions. All actions heretofore taken by the officers and agents of the Authority with respect to the delivery of the Certificates, the execution of the Documents and the refunding of the 1991 Bonds are hereby approved, confirmed and ratified. The Chairman, Vice -Chairman, Executive Director, Treasurer, Secretary, Assistant Secretary, Special Counsel 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 execution, sale and delivery of the Certificates pursuant to the Documents approved herein. Section Effective Date. This Resolution shall take effect and be in full force from and after its adoption by the Board of Directors. ............ Adopted by the Board of Directors of the Santa Clarita Public Financing Authority, this �� v day of u , 1997. SANTA CLARITA PUBLIC FINANCING AUTHORITY By: Chairman (SEAL) ATTEST: ox Assistant Secretary 7 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 spat/i�;r meeting held on the 8th day of J»> Y 1997, by the following vote: AYES: Boardmembers: NOES: Boardmembers: ABSENT: Boardmembers: Heidt, Klajic, Boyer, Darcy, Smyth None None :5� QA. �_ J: Assistant Secretary