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HomeMy WebLinkAbout2005-06-14 - RESOLUTIONS - PUBLIC FACILITIES CERTIFICATES (3)RESOLUTION NO. JPA 05-1 A RESOLUTION OF THE BOARD OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE EXECUTION AND DELIVERY OF NOT TO EXCEED $18,500,000 REFUNDING CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES) 2005 SERIES WHEREAS, the Santa Clarita Public Financing Authority (the "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 assist the City of Santa Clarita, California (the "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 order to take advantage of the favorable interest rates available in the financial markets, the City proposes to authorize the execution and delivery of its Refunding Certificates of Participation (Public Facilities), 2005 Series (the "Certificates"), evidencing and representing undivided and proportionate interests in lease payments to be made by the City to M the Authority under a lease, in order to provide for the current refunding of the City's 1997 Certificates of Participation (the "Refunded Certificates"); and WHEREAS, the execution and delivery of the Certificates will result in significant public benefits in the form of demonstrable savings in effective interest rates; and WHEREAS, the execution and delivery of the Certificates will result in significant public benefits in the form of demonstrable savings in effective interest rates; and WHEREAS, the City will lease to the Authority its interest in certain sewer improvements of the City's sewer system (the "Leased Property") pursuant to a Base Lease, and the Authority, concurrently with the execution of the Base Lease, will leaseback the Leased Property to the City pursuant to a Lease Agreement (the "Lease"), in consideration for lease payments equal to the principal and interest components coming due with respect to the Certificates: and 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, the Santa Clarita Public Financing Authority does hereby resolve as follows: '— SECTION 1. The Authority hereby approves of the current refunding of the Refunded Certificates and the sale, execution and delivery of the Certificates. SECTION 2. The below enumerated documents (collectively, the 'Transaction Documents") are hereby approved, and a Responsible Officer (as defined below) is hereby Resolution No. JPA 05-1 Page 2 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) a Base Lease, by and between the City, as lessor, and the Authority, as lessee, pursuant to which the Authority will lease the Leased Property from to the City; and (b) a Lease Agreement, by and between the Authority, as lessor, and the City, as lessee (the "Lease Agreement"), pursuant to which the Authority will leaseback the Leased Property to the City; and (c) a Trust Agreement, by and among the Authority, the City and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), relating to the execution and delivery of the Certificates, evidencing the direct, undivided, fractional interests of the owners thereof in lease payments to be made by the City under the Lease Agreement (the "Trust Agreement"); and (d) an Assignment Agreement, by and between the Trustee and the Authority (the "Assignment Agreement"). 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. PASSED, APPROVED AND ADOPTED this 14`h day of June, 2005. SANTA CLARITA PUBLIC FINANCING AUTHORITY 000* CHAIR ATTEST: SECRETARY Resolution No. JPA 05-1 Page 3 -- STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARrrA ) I, Sharon L. Dawson, CMC, 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 meeting thereof, held on the 14Th day of June, 2005, by the following vote of the Board: AYES: MEMBERS: Weste, Kellar, Ferry, Mclean, Smyth NOES: MEMBERS: None ABSENT: MEMBERS: None SECRETARY STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF JPA RESOLUTION I, Sharon L. Dawson, Secretary of the Santa Clarita Public Financing Authority, do hereby certify that this is a true and correct copy of the original Resolution No. JPA 05-01, adopted by the Santa Clarita Public Financing Authority on June 14, 2005, which is now on file in my office. Witness my hand and seal of the City of Santa Clarita, California, this _ day of 20_. Sharon L. Dawson, CMC City Clerk By Susan Coffman Deputy City Clerk