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HomeMy WebLinkAbout82-125RESOLUTION NO. 82-125 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, AUTHORIZING THE ISSUANCE OF CERTAIN COMMERCIAL DEVELOPMENT NOTES; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE TRUST INDENTURE AND CERTAIN AGREEMENTS WHEREAS, the City of Santa Ana, California (the "City"), is a municipal corporation, duly organized and existing under the constitution and the laws of the State of California and the Charter of the City; and WHEREAS, the City is authorized to provide permanent financing for commercial structures pursuant to Ordinance No. NS-1609 of the City; WHEREAS, Stephen Lawrence Philipson (the "Developer") has constructed a two story office building of approximately 20,000 square feet located on the site more particularly described in Exhibit A attached to the Loan Agreement (the "Project"); and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana (the "Agency") adopted /ts Resolution No. 80-39 on April 21, 1980 declaring its intent to finance the Project and its Resolution No. 82-44 authorizing the issuance of commercial development notes to provide permanent financing for the Project; and WHEREAS, the City Council of the City has adopted Resolution No. 82-124on September 7, 1982 approving the application of the Developer for permanent financing for the Project pursuant to Ordinance No. NS-1609 of the City. NOW, THEREFORE, the City Council of the City of Santa Ana hereby resolves as follows: ARTICLE I GRANTING CLAUSES, DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1.01. Definitions. The terms used herein, unless the context hereof shall require otherwise, shall have the same meanings as used in the Trust Indenture and the Loan Agreement attached hereto as Exhibits "A" and "B" and incorporated herein by reference and made a part hereof: "Bond Counsel" means Stradling, Yocca, Carlson & Rauth, a professional corporation, Newport Beach, California, and any opinion of Bond Counsel shall be a written opinion signed by such Bond Counsel. "City Note" or "City Notes" means any note or notes authorized and issued by the City under the Indenture. "Loan Agreement" means the agreement substantially in the form presented to the City, to be executed by the City, the Developer and the Bank providing for the issuance of the City Notes and the loan of the proceeds to the Developer through the Bank, including any amendments or supplements thereto made in accordance with its provisions. "Ordinance" means Ordinance No. NS-1609 of the City. 9-1-82 2531P/2281/00 -2- "Resolution of Issuance" means this Resolution of the City, together with any supplement or amendment thereto. "Trust Indenture or Indenture" means the Trust Indenture substantially in the form attached hereto as Exhibit "A" with such changes, modifications and amendments as shall be deemed necessary by Bond Counsel. All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this Resolution of Issuance as originally executed. The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Resolution of Issuance as a whole, Article, Section or subdivision. 1.02. Legal Authorization. authorized to be issued under and not to any particular The City Notes are hereby subject to the terms of this Resolution of Issuance and the Indenture for the object and purpose of providing the funds for the permanent financing of the Project. The City Notes shall be designated as the "City of Santa Ana, California, Commercial Development Notes (Philipson Project)" 1.03. Findings. The City, does hereby find and determine, as follows: (a) the City is authorized by the Ordinance to enter into the Trust Indenture and the Loan Agreement for the purpose of making a loan to the Developer for the 9-1-82 2531P/2281/00 -3- permanent financing of the development of the Project, all under and pursuant to provisions of the Ordinance; (b) the financing that is to be provided to the Developer by the City in connection with the Project, will further the purposes and goals of the Ordinance; (c) the Project costs proposed to be financed hereby include only those costs paid or incurred by or on behalf of the Developer with respect to the construction of the Project after April 20, 1980, the date of the Agency having declared its present intent to provide tax-exempt financing for the Project, except that costs paid or incurred by the Developer, with respect to the Project before such date may be included to the extent that such inclusion will not result in less than substantially all of the proceeds of the Bonds being used for the acquisition, construction, reconstruction or improvement of land or proDerty of a character subject to the allowance for depreciation within the meaning of Section 103(b)(6) of the Internal Revenue Code of 1954, as amended; (d) the amount necessary to provide permanent financing for the Project requires the issuance of the City Notes in the total principal amount of Two Million Dollars ($2,000,000). 9-1-82 2531P/2281/00 -4- ARTICLE II AGENCY NOTES 2.01. Authorized Amount and Form of Notes. The issuance of the City Notes pursuant to this Resolution of Issuance and in accordance with the Trust Indenture is hereby approved. The City Notes shall be in substantially the form set forth in the Trust Indenture as attached hereto and incorporated herein by this reference, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution of Issuance, and in accordance with the further provisions hereof; and the total principal amount of the City Notes for financing the Project pursuant to the Trust Indenture and the Loan Agreement, that may be outstanding hereunder is expressly limited to an amount equal to $2,000,000. The City shall lend the proceeds of the City Notes to the Developer through the Bank pursuant to the requirements of the Trust Indenture and the Loan Agreement. 2.02. Terms of the Agency Notes. The City Notes shall be payable at the times and in the manner and shall bear interest at the rates as set forth in the Trust Indenture, Loan Agreement and the City Notes, and shall be subject to such other terms and conditions as are set forth therein. 2.03. Execution. The City Notes shall be executed on behalf of the City by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its 9-1-82 2531P/2281/00 -5- City Clerk and shall have the seal of the City affixed thereon. In case any officer whose signature shall appear on the City Notes shall cease to be such officer before the delivery of the City Notes, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. 2.04. Delivery of City Notes. City Notes there shall be delivered to Before delivery of the the Bank (except to the extent waived by the Bank) the following: (a) an executed copy of each of the following documents: (1) the Trust Indenture; (2) the Loan Agreement; (3) the Deed of Trust and Assignment of Leases, Rents and Profits; and (4) any other security documents (as may be required pursuant to the terms of the Loan Agreement); (b) an Opinion of Counsel for the Developer in scope and substance satisfactory to Bond Counsel, and to the extent required by Bond Counsel, as to the authority of the Developer to enter into the transaction and other related matters; (c) the opinion of Bond Counsel as to the validity and tax-exempt status of the City Notes in a form satisfactory to the initial purchaser thereof; 9-1-82 2531P/2281/00 -6- (d) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its oDinion required in subsection (c) above. ARTICLE III MISCELLANEOUS 3.01. Conflict. Ail resolutions or parts of resolutions or other proceedings of the City in conflict herewith shall be and the same are repealed insofar as such conflict exists. 3.02. Severability. In case any one or more of the provisions of this Resolution of Issuance, the Trust Indenture, the Loan Agreement or of the City Notes shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution of Issuance, the Trust Indenture, the Loan Agreement or the City Notes, but this Resolution of Issuance, the Trust Indenture, the Loan Agreement and the City Notes shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. 3.04. Authentication of Transcript. The City Clerk is directed to furnish to Bond Counsel certified copies of this Resolution of Issuance and all documents referred to herein and other resolutions, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the City Notes. All such certified copies, 9-1-82 2531P/2281/00 -7- certificates and affidavits, including any heretofore furnished, shall constitute recitals of the City as to the correctness of all statements contained therein. 3.05. Authorization to Execute Agreements. The forms of the proposed City Notes, the Trust Indenture, the Loan Agreement and exhibits thereto are hereby approved in substantially the forms heretofore presented to the City; and the Mayor of the City is authorized to execute by manual or facsimile signature, and the City Clerk to attest and the seal of the City to be affixed thereon, the Trust Indenture and the Loan Agreement in the name of and on behalf of the City and such other documents as Bond Counsel shall consider appropriate in connection with the issuance of the City Notes and such other documents, agreements and instruments as are necessary in the opinion of Bond Counsel to be executed on behalf of the City by the appropriate official or staff person of the City to consummate the transaction contemplated hereunder, including, but not limited to, the City Attorney and the City Manager of the City. In the event of the absence or disability of the Mayor or the City Clerk or such other officer or employee of the City so authorized to act, such officers of the City as, in the opinion of Bond Counsel for the City as appointed hereunder, may act in their behalf, shall without further act or authorization of the City do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. 9-1-82 2531P/2281/00 -8- 3.06. Effective Date. This Resolution of Issuance shall take effect upon adoption. PASSED, APPROVED and ADOPTED at a regular meeting of the City Council of the City of Santa Aha, held on the 7th day of September , 1982, by the follwing vote, to-wit: AYES: Members: NOES: ABSENT: Acosta, Bricken, Griset, Luxembourger, MCGui§an, Serrato Markel None The foregoing resolution is hereby approved this 7th, day of September , 1982. Mayor Approved as to Form EDWARD 1 COOPER City AAorney I hereby certify that the foregoing is a full, true and correct copy of a Resolution duly passed and adopted by the City Council at a regular meeting thereof, now a matter of record in my office. Dated this 9th day of September 1982. (__/ Oanice C. Guy ~./ 9-1-82 2531P/2281/00 -9-