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HomeMy WebLinkAbout85-122RESOLUTION NO. 85-122 A RESOLUTION OF THE CITY OF SANTA ANA, CALIFOR/qIA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $4,000,000 PRINCIPAL AMOUNT OF ITS FLOATING/FIXED P~ATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONUS, SERIES 1985 (MCFADDEN PROPERTIES PROJECT) FOR THE ACQUISITION AND CONSTRUCTION OF TWO CERTAIN COMMERCIAL FACILITIES AN/) PROVIDINH THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BOND WHEREAS, an Ordinance of the City of Santa Ana (the "Ordinance") permits the City of Santa Ana to issue indus- trial development revenue bonds for the purpose of financing the acquisition, construction and/or rehabilitation of facilities, including both real and personal property suit- able for industrial and commercial uses; and WHEREAS, the City of Santa Ana (the "City"), is authorized by Ordinance No. NS-1609, duly adopted by the City on November 16, 1981 to exercise powers of acquiring, con- structing and/or rehabilitating facilities and to enter into agreements for the same; and ~5{EREAS, McFadden Properties, a California general partnership, organized and existing under the laws of the State of California and duly qualified to do business in the State of California (the "Company"), has requested that the City issue bonds for the purposes of bond issuance expenses and for acquiring property and constructing thereon two commercial office facilities to be located in the City of Santa Ana (the "Project"); and WHEREAS, inasmuch as the City has allocated its 1985 private activity bond limit to other projects, the Company has requested that the City procure a transferred allocation covering this Project and for an additional project to be constructed by the Company from the County of Orange. WHEREAS, inasmuch as the City has duly procured a trans- ferred allocation of $5,000,000 for the Project and for an addi-~ tional project to be constructed by the Company, from the County of Orange (the "Transferred Allocation"), the City wishes to order the issuance and sale of not to exceed $4,000,000 aggregate princi- pal amount of its Floating/Fixed Rate Demand Industrial Development Bonds, Series 1985 (McFadden Properties Project) for the foregoing Project and to authorize the execution of certain other related documents and agreements and the City wishes to transfer $1,000,000 of the Transferred Allocation to The Industrial Development Author- ity for the City of Santa Ana (the "Authority") for the additional project; and WHEREAS, there have been presented to this meeting the following: (1) Proposed form of Loan Agreement dated as of October 1, 1985 (the "Agreement"), between the City and the Company. 2 (2) Proposed form of Indenture of Trust dated as of October 1, 1985 (the "Indenture"), between the City and Security Pacific National Bank, as Trustee (the "Trustee"), providing for the authorization and issuance of not to exceed $4,000,000 principal amount of the City's Floating/Fixed Rate Demand Industrial Development Revenue Bonds, Series 1985 (McFadden Properties Project) (the "Bonds"); (3) Proposed form of Preliminary Private Placement Memorandum (the "Preliminary Memoradum,); (4) Proposed form of Remarketing Agreement dated as of October 1, 1985 (the "Remarketing Agreement"), among the City, the Company and BankAmerica Capital Markets Group, Bank of America NT&SA; and (5) Proposed form of Placement Agency Agreement dated as of October 1, 1985 (the "Placement Agreement") among the City, the Company and BankAmerica Capital Markets Group, Bank of America NT&SA. NOW, THEREFORE, the City of Santa Ana, BE IT RESOLVED by the City Council California, as follows: 3 Section 1: The form, terms and provisions of the Agreement be, and they hereby are, approved and, subject to compliance with Ordinance No. NS-1609, the City Manager and Assistant City Manager, and each of them, acting alone, hereby is authorized and empowered to execute and the City Clerk and Assistant City Clerk be, and each of them, acting alone, hereby is authorized and empowered to attest and deliver the Agreement in substantially the form presented to and considered at this meeting, with such changes therein as may be approved by the official executing the same, such approval to be con- clusively evidenced by execution thereof. Section 2: The form, terms and provisions of the~ Indenture be, and they hereby are, approved and, subject to compliance with Ordinance No. NS-1609, the City Manager and Assistant City Clerk be, and each of them, acting alone, hereby is authorized and empowered to execute and the City Clerk and Assistant City Clerk be, and each of them, acting alone, hereby is authorized and empowered to attest and deliver to the Trustee the Indenture in substantiglly the form presented to and considered at this meeting, with such changes therein as may be approved by the official executing the same, such approval to be conclusively evidenced by execution thereof. Section 3: The form, terms and provisions of the Remarketing Agreement be and they hereby are approved, and, subject to compliance with Ordinance No. NS-1609, the City Manager and Assistant City Manager be, and each of them, acting alone, hereby is authorized and empowered to execute and the City Clerk and Assistant City Clerk be, and each of them, acting alone, hereby is authorized and empowered to attest and deliver the Remarketing Agreement in substantially the form presented to and considered at this meeting, with such changes as may be approved by the officials executing the same, such approval to be conclusively evidenced by execution thereof. Section 4: The form, terms and provisions of Preliminary Memorandum relating to the Bonds, be and it hereby is approved and the Placement Agent is, subject to compliance with Ordinance No. NS-1609, authorized to dis- tribute the Preliminary Memorandum in connection with the sale of the Bonds, and the City Manager and Assistant City Manager be, and each of them, acting alone, hereby is author- 'ized to execute and deliver the Preliminary Memorandum and the final Placement Memorandum in substantially the forms presented to and considered at this meeting with such changes as may be approved by the officials executing the same, such 5 approval to be conclusively evidenced by the execution thereof. Section 5: The form, terms and provisions of the Placement Agreement be and they hereby are approved, and, subject to compliance with Ordinance No. NS~1609, the City Manager and Assistant City Manager be, and each of them, acting alone, hereby is authorized and empowered to execute and the City Clerk and Assistant City Clerk be, and each of them, acting alone, hereby is authorized and empowered to attest and deliver the Placement Agreement in substantially the form presented to and considered at this meeting, with such changes as may be approved by the officials executing the same, such approval to be conclusively evidenced by execution thereof. Section 6: This City approves the issuance of the Bonds in the principal amount of not to exceed $4,000,000 in accordance with the terms of and secured by the Indenture. Payment of the principal of, any redemption premium and the interest on the Bonds shall be made solely from the revenues to be received by the City pursuant to the Agreement, and said Bonds shall not be deemed to constitute a debt or lia- ~bility of the City of Santa Ana. No. be, directed to execute the Bonds in the name 6 Section 7: Subject to compliance with Ordinance NS-1609, the City Manager and the Assistant City Manager and each of them, acting alone, hereby is authorized and and on behalf of the City and the City Clerk and Assistant City Clerk be, and each of them, acting alone, hereby is authorized and empowered to attest the Bonds, in the principal amount not to exceed $4,000,000 in accordance with the Indenture and in the form set forth in the Indenture; the Bonds shall bear interest at the rate set forth in, or established pursuant to the method set forth in, the Indenture, which is hereby approved. Section 8: The Bonds, when so executed, shall be delivered to the Trustee (or its authorized agent) for authen- tication by the Trustee (or its authorized agent) pursuant to the terms of the Indenture. The Trustee (or its author- ized agent) is hereby requested and directed to authenticate the Bonds so delivered by executing the Certificate of Auth- entication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the purchaser thereof in accordance with written instructions executed on behalf of the City by the City Manager or City Clerk, which instruc- tions said officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and to deliver to the Trustee (or its authorized agent). Such instructions shall provide for the delivery of the Bonds to 7 the purchasers thereof upon payment of the purchase price thereof. Section 9: There is hereby specifically allocated to the Bonds from the Transferred Allocation, a portion of the City of Santa Ana's Private Activity Bond Limit for 1985 equal to the authorized face amount of the Bonds. This allocation shall be irrevocable upon issuance of the Bonds. There is also hereby specifically allocated to the Authority from the Transferred Allocation, a portion of the City of Santa Ana's Private Activity Bond Limit for 1985 equal to $1,000,000. This allocation shall be irrevocable upon transfer to the Authority. This allocation shall be irrevocable upon the issuance of the Bonds. The under- signed are the public officials responsible for allocating a portion of the state private activity bond limit to the Bonds and hereby certify under penalty of perjury that the allocation contained herein was not made in consideration of any bribe, gift, gratuity, or direct or indirect contribution to any politi- cal campaign. Section 10: Ail actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the officers of the City of Santa Ana and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates and other documents in addition to those enumerated herein which they or bond counsel may deem necessary or advisable in order to consummate the issuance, sale and delivery of 8 The Bonds, subject to compliance with Ordinance No. NS-1609, and otherwise to effectuate the purpose of this resolution. Section 11: This resolution shall take effect immediately upon its passage. 1985. APPROVED AND ADOPTED this 21st day of October Danl=el E ~ ~L~-' ATTEST: // ' 3'anice C. Clerk of the COUNCILMEMBERS: Griset Aye Johnson Absent Acosta Ay~ Hart Absent Luxembourger Aye , McGuigan A~e Young A3e APPROVED AS TO FORM: 9 CITY OF SANTA ANA ) STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS. I, the undersigned, the duly appointed, qualified and acting City Clerk of the City of Santa Ana, do hereby certify that attached hereto is a true, complete and correct copy of Resolution No.85~]22 adopted at a duly called meeting of the City Council of said City held in accordance with the law on October 2l, 1985 , at which meeting a quorum was present and acting throughout, all as appears in the records of the City Council of said City in my custody as City Clerk of the City. IN WITNESS WHEREOF, I have hereunto subscribed my name this 30th day of October¶ ]985 - Janzce C./~uy - ~/Clerk of the Counc~ of the City of Santa Ana 10