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HomeMy WebLinkAbout2006-12-12 - RESOLUTIONS - PFA BOND SERIES 2007 GVR (4)RESOLUTION NO. JPA 06-1 A RESOLUTION OF THE BOARD OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY AUTHORIZING AND APPROVING THE ISSUANCE OF LEASE REVENUE BONDS, SERIES 2007 (GOLDEN VALLEY ROAD), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000, APPROVING SALE DOCUMENTS, A SITE AND FACILITIES LEASE, A LEASE AGREEMENT, AN ASSIGNMENT AGREEMENT, AN INDENTURE, A PRELIMINARY OFFICIAL STATEMENT, AND A FINAL OFFICIAL STATEMENT; APPROVING THE RETENTION OF CERTAIN PROFESSIONAL FIRMS; AND AUTHORIZING THE TAKING OF CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Santa Clarita Public Financing Authority (the "Authority") has been formed pursuant to a Joint Exercise of Powers Agreement by and between the City of Santa Clarita (the "City") and the Santa Clarita Redevelopment Agency (the "Agency"), and is authorized thereunder and under the laws of the State of California to provide financing and refinancing for public capital improvements of the City and the Agency; and WHEREAS, the City has requested the Authority to issue its Lease Revenue Bonds, Series 2007 (Golden Valley Road) (the "Bonds"), for the purpose of financing the costs of acquiring right-of-way for a portion of Golden Valley Road within the City in connection with the payment of a judgment by the City (the "Project"); and WHEREAS, the City, as one of the members of the Authority, has heretofore held a public hearing pursuant to Section 6586.5 of the California Government Code and in connection therewith has approved the Authority's financing of the Project and has found and determined that (i) there are significant public benefits (as defined in Section 6586 of the California Government Code) arising from the Authority's issuance of the Bonds to finance the Project; and WHEREAS, the Authority has duly considered the issuance of the Bonds, has found such issuance to have significant public benefits, and wishes at this time to approve the issuance of the Bonds; and WHEREAS, the City Council has approved the Site and Facilities Lease, the Lease, the Preliminary Official Statement, the Official Statement, and a Continuing Disclosure Agreement; and WHEREAS, it has been proposed that the Bonds be sold on a competitive basis in accordance with the terms and provisions of Official Notice of Sale and Bid Form for the Bonds (the "Sale Documents"), the proposed forms of which have been presented to this Authority; and WHEREAS, the Authority has reviewed the documentation related to the issuance of the Bonds which documentation is on file with the Secretary of the Authority. NOW, THEREFORE, the City of Santa Clarita Public Financing Authority does hereby resolve as follows: SECTION 1. Approval of Recitals. The Authority hereby finds and determines that the foregoing recitals are true and correct. SECTION 2. Public Benefit. The Authority hereby finds and determines that the issuance of the Bonds will result in significant public benefits within the contemplation of Section 6586 of the Act. SECTION 3. Approval of the Issuance of the Bonds. The Authority hereby approves the issuance of the Bonds in the aggregate principal amount not to exceed $15,000,000. SECTION 4. Approval of the Site and Facilities Lease. The Authority hereby approves the Site and Facilities Lease in substantially the form on file with the Secretary of the Authority and presented to the Authority at this meeting. Any one of the Chair, the Executive Director and the Treasurer of the Authority, and each of them, and any designee of any of them (each, a "Responsible Officer") are hereby authorized to execute the Site and Facilities Lease in substantially the form annexed hereto, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof, and the Secretary is hereby authorized to attest to such execution. SECTION 5. Approval of the Lease Agreement. The Authority hereby approves the Lease Agreement in substantially the form on file with the Secretary of the Authority and presented to the Authority at this meeting. Any Responsible Officer is hereby authorized to execute the Lease Agreement in substantially the form annexed hereto, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof, and the Secretary is hereby authorized to attest to such execution. SECTION 6. Approval of the Assignment Agreement. The Authority hereby approves the Assignment Agreement in substantially the form on file with the Secretary of the Authority and presented to the Authority at this meeting. Any Responsible Officer is hereby authorized to execute the Assignment Agreement in substantially the form annexed hereto, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof, and the Secretary is hereby authorized to attest to such execution. SECTION 7. Approval of the Indenture. The Authority hereby approves the Indenture in substantially the form on file with the Secretary of the Authority and presented to the Authority at this meeting. Any Responsible Officer is hereby authorized to execute the Indenture in substantially the form annexed hereto, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof, and the Secretary is hereby authorized to attest to such execution. SECTION 8. Aooroval of Sale Documents. The Authority hereby approves the Sale Documents in the form thereof on file with the Secretary, together with such additions, deletions or changes therein as shall be approved by a Responsible Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Responsible Officers is hereby authorized to execute the final form of the Sale Documents, for and in the name and on behalf of the Authority. Sealed proposals shall be received at the time and place provided for in the Sale Documents. Each Responsible Officer is hereby authorized to accept the best bid, or to reject all bids therefore, in accordance with the terms of the Sale Documents; provided that: a. the aggregate principal amount of the Bonds shall not exceed $15,000,000; b. the final maturity of the Bonds shall be not later than February 1, 2037; c. the net interest cost of the Bonds shall not exceed 5.0%; and d. the underwriter's discount shall not exceed 1%. SECTION 9. Approval of the Preliminary Official Statement and Official Statement. The Authority hereby approves the Preliminary Official Statement relating to the Bonds, in substantially the form on file with the Secretary of the Authority and presented to the Authority at this meeting, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Bond Counsel and Disclosure Counsel, in order to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2 -12(b)(1) of Title 17 of the Code of Federal Regulations ("Rule 15c2-12"), and any certificate relating to the finality of the Official Statement under Rule 15c2-12. A Responsible Officer is authorized and directed to execute and deliver a final Official Statement in substantially the form hereby approved, with such additions and changes as may be approved by Bond and Disclosure Counsel and the Responsible Officer executing the same, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 10. Notice. The form of the Notice of Intention to Sell, on file with the Secretary, together with such additions thereto and changes therein as may be approved by a Responsible Officer, is hereby approved, and use of the Notice of Intention to Sell in connection with the offering and sale of the Bonds is hereby authorized and approved. The Responsible Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to cause the Notice of Intention to Sell to be published in The Bond Buyer (or such other financial publication generally circulated throughout the State of California or reasonably expected to be disseminated among prospective bidders for the Bonds as a Responsible Officer shall approve as being in the best interests of the City and the Authority) at least 5 days prior to date set for the opening of bids in the Sale Documents with such additions thereto and changes 3 therein as a Responsible Officer may require or approve, such requirement or approval to be conclusively evidenced by such publishing of the Notice of Intention to Sell. SECTION 11. Bond Insurance. Any one of the Responsible Officers is hereby authorized (but not required), for and in the name and on behalf of the Authority, to procure bond insurance for the Bonds on such terms and conditions as they may approve following consultation with the financial advisor to the Authority. A Responsible Officer is hereby authorized to execute and deliver such commitments or other instruments as they may determine to be necessary or appropriate in connection with such bond insurance, such determination to be conclusively evidenced by the execution and delivery thereof. SECTION 12. Retention of Bond Counsel and Disclosure Counsel. The law firm of Fulbright & Jaworski L.L.P., Los Angeles, California, is hereby retained as Bond Counsel and Disclosure Counsel in connection with the issuance of the Bonds, upon such terms and conditions as shall be approved by the Executive Director or the Treasurer, or their designee. SECTION 13. Appointment of Trustee. The Bank of New York Trust Company is hereby appointed as Trustee for the Bonds pursuant to the Indenture and upon such additional terns and conditions as shall be approved by the Executive Director or the Treasurer, or their designee. SECTION 14. Retention of Financial Advisor. The firm of C. M. de Crinis & Co., Inc., Studio City, California, is hereby retained as financial advisor in connection with the issuance of the Bonds, upon such terms and conditions as shall be approved by the Executive Director or the Treasurer, or their designee. SECTION 15. Official Actions. The Chairperson, 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 the publication of any notices necessary or desirable in connection with the sale of the Bonds, procurement of a municipal bond insurance policy and reserve fund surety bond, and 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, deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein. SECTION 16. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. rl PASSED, APPROVED AND ADOPTED this 12th day of December, 2006. SANTA CLARITA PUBLIC FINANCING AUTHORITY ATTEST: A __", SECRETARY STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) 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 12th day of December, 2006, by the following vote of the Board: AYES: MEMBERS: Weste, Ferry, Kellar, McLean NOES: MEMBERS: None ABSENT: MEMBERS: None SECRETARY STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARTTA ) 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 06-1, adopted by the Santa Clarita Public Financing Authority on December 12, 2006, which is now on file in my office. Witness my hand and seal of the Public Financing Authority of the City of Santa Clarita, California, this _ day of 20_. Sharon L. Dawson, CMC Secretary By Susan Coffman Deputy Secretary