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HomeMy WebLinkAboutReso CIFA 1-1999 RESOLUTION NO. gTFA No. 1-99 BOARD OF DIRECTORS, CITY OF SOUTH SAN FRANCISCO CAPITAL IMPROVEMENTS FINANCING AUTHORITY A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF SOUTH SAN FRANCISCO CAPITAL IMPROVEMENTS FINANCING AUTHORITY APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO, AND RESCINDING RESOLUTION NO. SSF-170-96 RESOLVED, by the Board of Directors (the "Board") of the City of South San Francisco Capital Improvements Financing Authority (the "Authority"), County of San Mateo, California, that WHEREAS, the City of South San Francisco wishes to acquire fee title to certain land and improvements used and operated as a convention center (the "Project"); and WHEREAS, the Authority has been formed for purposes which include assisting the City in financing the acquisition, construction, and improvement of public improvements such as the Project, and the City has requested the Authority to assist it in financing the acquisition and construction of the Project; and WHEREAS, in order to provide funds to enable the City to finance the Project, the Authority proposes to sublease the Project from the City pursuant to the Site Lease dated as of January 1, 1999, by and betWeen the City, as sublessor, and the Authority, as sublessee (the "Site Lease") and to sub-sublease the Project back to the City, pursuant to a Lease Agreement dated as of January 1, 1999, by and between the Authority, as sub-sublessor, and the City, as sub-sublessee (the "Lease Agreement"); and WHEREAS, the Authority has agreed to assign and transfer to U.S. Bank Trust National Association, as trustee (the "Trustee"), certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of January 1, 1999, and in consideration of such assignment and the execution of the Trust Agreement dated as of January 1, 1999, by and among the Authority, the Authority and the Trustee (the "Trust Agreement"), the Trustee has agreed to execute and deliver Certificates of Participation in the maximum principal amount of not-to-exceed $6,500,000, each evidencing a direct, undivided fractional interest in the Lease Payments to be paid by the Authority under the Lease Agreement (the "Certificates"); and WHEREAS, the Board of Directors of the Authority wishes at this time to authorize all proceedings relating to the issuance and sale of the Certificates for the purpose of financing the acquisition and construction of the Project, and the execution and delivery of all agreements and documents relating thereto; WHEREAS, on December 18, 1996, the Board of Directors adopted Resolution No. SSF-170-96 (the ~Prior Resolution~) approving and authorizing the lease financing described herein but limiting the amount of the financing to $6,300,000; and WHEREAS, the Authority now desires to approve and authorize a large principal amount of the Certificates and therefore wishes to rescind the Prior Resolution; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of South San Francisco Capital Improvements Financing Authority as follows: -2- The Prior SECITON 1. Prior Resolution Rescinded. Resolution, be and it is hereby, rescinded. SECTION 2. Approval of Site Lease. The Authority hereby approves the Site Lease in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Chairperson or Treasurer (each, an ~Authorized Official~), and execution thereof by the Authorized Official shall be conclusive evidence of his or her approval of any such changes or additions. The Authority hereby authorizes and directs the Authorized Official to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Site Lease for and in the name of the Authority. The sublease of the Project by the City from the Authority shall be upon the terms and conditions set forth in the Site Lease. SECTION 3. Approval of Lease Agreement. The Authority hereby approves the sub-sublease of the Project by the Authority to the City pursuant to the Lease Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Authorized Official, and execution thereof by the Authorized Official shall be conclusive evidence of his or her approval of any such changes or additions. The Authority hereby authorizes and directs the Authorized Official to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Lease Agreement for and in the name of the Authority. The sub- sublease of the Project by the City back to the Authority shall be upon the terms and conditions set forth in the Lease Agreement. SECTION 4. Approval of Assignment Agreement. The Authority hereby approves the Assignment Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Authorized Official, and execution thereof by the Authorized Official shall be conclusive evidence of his or her approval of any such changes or additions. The Authority hereby authorizes and directs the Authorized Official to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Assignment Agreement for and in the name of the Authority. SECTION 5. Approval of Trust Agreement. The Authority hereby approves the Trust Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Authorized Official, and execution thereof by the Authorized Official shall be conclusive evidence of his or her approval of any such changes or additions. The Authority hereby authorizes and directs the Authorized Official to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Trust Agreement for and in the name of the Authority. SECTION 6. Official Statement. PaineWebber Incorporated, as Underwriter for the Certificates (the ~Underwriter~), has caused to be prepared and has presented to the Authority a preliminary form of Official Statement describing the Certificates. The Authority hereby approves such preliminary Official Statement, and hereby authorizes the Authorized Official to deem such preliminary Official Statement final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions. Distribution of such preliminary Official Statement by the Underwriter to prospective purchasers of the Certificates is hereby ratified and approved. The Authority hereby authorizes the distribution of the final Official Statement by the Underwriter. SECTION 7. Official Actions. The Chairperson, Treasurer, Secretary and any and all other officers of the -4- 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 any of the transactions contemplated by the documents approved pursuant to this Resolution~ SECTION 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -5- I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Board of Directors of the City of South San Francisco Capital Improvements Financing Authority at a special meeting held on the 27th day of January, 1999, by the following vote: AYES: Boardmembers Joseph A. Fernekes, Karl Matsumoto, NOES: ABSTAIN: F.gpn~ R. M.11in. ,1nh R. Penna, and ~_t~ 3ames [. Da~zman None None ABSENT: None -6-