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HomeMy WebLinkAbout84-142RESOLUTION NO. 84-142 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, AUTHORIZING THE ISSUANCE OF CERTAIN COMMERCIAL DEVELOPMENT BONDS (CITY GATE OFFICE PROJECT); APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ASSIGNMENT AND TRUST AGREEMENT AND CERTAIN OTHER AGREEMENTS RELATING TO THE ISSUANCE OF SAID BONDS. 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 and construction financing for commercial structures pursuant to Ordinance No. NS-1609 of the City; WHEREAS, Santa Ana Investors I, a California general partnership with Halferty Development Company as general partner (the "Developer") desires to construct an office building located on two acres of real property on the southwest corner of Owens Drive and Broadway in the City (the "Project"); and WHEREAS, the City Council of the City adopted its Resolution No. 84-83 on July 16, 1984 authorizing the issuance of bonds for the purpose of financing the Project; and WHEREAS, the City Council of the City has adopted Resolution No. 84-106 on September 17, 1984 approving the application of the Developer for permanent financing for the Project pursuant to Ordinance No. NS-1609 of the City; and WHEREAS, the City Council of the City has conducted a duly noticed public hearing in accordance with Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"). 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 Agreement and the Loan Agreement in the form approved by this Resolution 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 Bond" or "City Bonds" means any bond or bonds 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 Trustee providing for the issuance of the City Bonds and the loan of the proceeds to the Developer through the Trustee, including any amendments or supplements thereto made in accordance with its provisions. "Ordinance" means Ordinance No. NS-1609 of the City. 11-07-84 1666p/2105/02 -2- "Resolution of Issuance" means this Resolution of the City, together with any supplement or amendment thereto. "Trust Agreement" means the Assignment and Trust Agreement substantially in the form presented to the City Council at the meeting at which this Resolution was adopted 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, not to any particular Article, Section or subdivision. 1.02. Legal Authorization. The City Bonds are hereby authorized to be issued under and subject to the terms of this Resolution of Issuance and the Trust Agreement for the object and purpose of providing the funds for the financing of the Project. The City Bonds shall be designated as the "City of Santa Ana, California, 1984 Commercial Development Bonds (City Gate Office 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 Agreement and the Loan Agreement for the purpose of making a loan to the Developer for the financing of the 11-07-84 1666p/2105/02 -3- 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 July 16, 1984, the date the City 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 property 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 financing for the Project requires the issuance of the City Bonds in the total principal amount of Five Million Eight Hundred Thousand Dollars ($5,800,000). ARTICLE II CITY BONDS 2.01. Authorized Amount and Form of Bonds. The issuance of the City Bonds pursuant to this Resolution of 11-07-84 1666p/2105/02 -4- Issuance and in accordance with the Trust Agreement is hereby approved. The City Bonds shall be in substantially the form set forth in the Trust Agreement presented to the City Council at the meeting at which this Resolution was adopted, 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 Bonds for financing the Project pursuant to the Trust Agreement and the Loan Agreement that may be outstanding hereunder is expressly limited to an amount equal to $5,800,000. The City shall lend the proceeds of the City Bonds to the Developer through the Trustee pursuant to the requirements of the Trust Agreement and the Loan Agreement. 2.02. Terms of the City Bonds. The City Bonds shall be payable at the times and in the manner and shall bear interest at a rate to be set forth in the Trust Agreement, Loan Agreement and the City Bonds which shall not exceed 10.5~ per annum, and shall be subject to such other terms and conditions as are set forth therein. 2.03. Execution. The City Bonds 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 City Clerk and shall have the seal of the City affixed thereon. In case any officer whose signature shall appear on the City Bonds shall cease to be such officer before the delivery of the City Bonds, such signature shall nevertheless 11-07-84 1666p/2105/02 -5- be valid and sufficient for all purposes, the same as if he had remained in office until delivery. 2.04. Delivery of City Bonds. Before delivery of the City Bonds there shall be delivered to the Trustee (except to the extent waived by the Trustee) the following: an executed copy of each of the following (a) documents: (1) (2) (3) (4) (5) (7) the Trust Agreement; the Loan Agreement; the Deed of Trust and Assignment of Leases; the Developer Assignment of Leases; the Guaranty Agreement; the Developer Note; and 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 ~o 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 Bonds in a form satisfactory ito the initial purchaser thereof; and (d) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion :required in subsection (c) above. 11-07-84 1666p/2105/02 -6- 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 onflict exists. 3.02. Severability. In case any one or more of the provisions of this Resolution of Issuance, the Trust Agreement, the Loan Agreement, the Guaranty Agreement or the City Bonds Shall for any reason be held to be illegal or invalid, such ~llegality or invalidity shall not affect any other provision ~f this Resolution of Issuance, the Trust Agreement, the Loan %greement, the Guaranty Agreement or the City Bonds, but this ~esolution of Issuance, the Trust Agreement, the Loan %greement, the Guaranty Agreement and the City Bonds shall be :onstrued and enforced as if such illegal or invalid provisions ~ad not been contained therein. 3.04. Authentication of Transcript. The City Clerk is ~irected to furnish to Bond Counsel certified copies of this ~esolution of Issuance and all documents referred to herein and )ther resolutions, and affidavits or certificates as to all )ther matters which are reasonably necessary to evidence the ~alidity of the City Bonds, All such certified copies, ertificates and affidavits, including any heretofore urnished, shall constitute recitals of the City as to the orrectness of all statements contained therein. 1-07-84 L666p/2105/02 -7- 3.05. Approval of Documents and Authorization to xecute Agreements. The forms of the proposed City Bonds, the rust Agreement, the Loan Agreement, the Guaranty Agreement, he Bond Purchase Agreement and exhibits thereto, and the reliminary official statement relating to the Bonds (the Preliminary Official Statement") are hereby approved in ubstantially the forms heretofore presented to the City with uch changes therein or modifications thereto as approved by ~ond Counsel; and the Mayor of the City is authorized to ~xecute by manual or facsimile signature, and the City Clerk to ~ttest and the seal of the City to be affixed thereon, the ~rust Agreement, the Guaranty Agreement, the Bond Purchase %greement and the Loan Agreement in the name of and on behalf )f the City and such other documents as Bond Counsel shall :onsider appropriate in connection with the issuance of the ~ity Bonds and such other documents, agreements and instruments ~s are necessary in the opinion of Bond Counsel to be executed )n behalf of the City by the appropriate official or staff )erson of the City to consummate the transaction contemplated hereunder, including, but not limited to, the City Attorney, 5he City Manager of the City and the Executive Director of the ~conomic Development Agency. In the event of the absence or ~isability of the Mayor or the City Clerk or such other officer )r employee of the City so authorized to act, such officers of ~he City as, in the opinion of Bond Counsel, may act in their )ehalf, shall without further act or authorization of the City L1-07-84 L666p/2105/02 -8- Jo all things and execute all instruments and documents required to be done or executed by such absent or disabled )fficers. Shearson Lehman/American Express Inc. as the initial )urchaser of the Bonds pursuant to the Bond Purchase Agreement the "Underwriter") is hereby approved, and the Bonds may be ~urchased at a discount not to exceed 3.5~ of the principal ~mount thereof. The Underwriter is hereby authorized to print ~nd distribute the Preliminary Official Statement to )rospective purchasers of the Bonds and to prepare, print and distribute a final Official Statement based on the Preliminary )fficial Statement. 3.06. Allocation of Portion of Private Activity Bond Limit. In accordance with Section 103(n) of the Code and a )roclamation issued by the Govenor of the State of California dated July 19, 1984, the City Council of the City hereby designates a portion of the City's allocation of the Private Activity Bond Limit (as defined in said proclamation) to the issuance of the City Bonds. 3.07. Effective Date. This Resolution of Issuance shall take effect upon adoption. 11-07-84 1666p/2105/02 -9- PASSED, APPROVED and ADOPTED at a regular meeting of the !ity Council of the City of Santa Ana, held on the 19th day of Iovember, 1984, by the follwing vote, to-wit: AYES: NOES: ABSENT: ABSTAIN: Griset, Johnson, Luxembour§er, McGui§an, None Acosta, Bricken Youn§ The foregoing resolution is hereby approved this 19th day .f November, 1984. %TTEST: ~.~/~Approved as to Form EDWARD J. COOPER / City Attorney [1-07-84 [666p/2105/02 -10- I hereby certify that the foregoing is a full, true and :orrect copy of a Resolution duly passed and adopted by the ~ity Council at a regular meeting thereof, now a matter of ~ecord in my office. Dated this ~9th day of November , 1984. 11-07-84 1666p/2105/02 -11-