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:
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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
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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.
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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
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