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Home My WebLink About85-135RESOLUTION NO. 85-135 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE SALE AND ISSUANCE OF $5,500,000 PRINCIPAL AMOUNT OF ITS VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS SERIES 1985 (MERCURY SAVINGS AND LOAN ASSOCIATION/SPURGEON VENTURE, LTD. PROJECT); APPROVING RELATED DOCUMENTS AND PRIVATE PLACEMENT MEMORA/~DUM; AUTHORIZING OFFICIAL ACTION; AND APPROVING THE APPOINTMENT OF BOND COUNSEL BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF SANTA ANA (the "City") AS FOLLOWS: WHEREAS, the City is authorized pursuant to Ordinance No. NS-1609, adopted by the City Council of the City on November 16, 1981 (the "Ordinance"), to issue and sell its bonds, notes, interim certificates, debentures or other obligations for the purpose of providing financing for the acquisition of commercial and industrial projects located within the City of Santa Ana; WHEREAS, Spurgeon Venture, Ltd., A California Limited Partnership (the "Developer") has duly filed its application (the "Application") with the City for financial assistance in the acquisition, construction and improvement of a commercial office building and related facilities located in the City of Santa Ana and to be owned, operated and managed by the Developer (the "Project"); WHEREAS, the City proposes to issue its Variable Rate Demand Industrial Development Revenue Bonds Series 1985 (Mercury Savings and Loan Association/Spurgeon Venture, Ltd. Project) in the aggregate principal amount not to exceed $5,500,000 (the "Bonds"), the proceeds of which are to be loaned by the City to the Developer for the purpose of providing financing for the acquisition, construction and improvement of the Project; WHEREAS, the Bonds are to be issued under and pursuant to an Indenture of Trust by and between the City and Seattle-First National Bank, as trustee (the "Trustee"), and prior to their conversion to a fixed interest rate, the Bonds are to be rsmarketed pursuant to a TENR Service and Remarketing Agreement (the "Remarketing Agreement"), dated as of November 1, 1985, by and among the Issuer, Mercury Savings and Loan Association (the "Association"), Bankers Trust Company and the Developer; WHEREAS, the proceeds of the Bonds are to be loaned to the Developer under a Loan Origination Servicing Agreement, dated as of November 1, 1985, by and among the Issuer, the Trustee, the Association and the Developer (the "Loan Agreement"), pursuant to whi6h ~he~i~ssuer has agreed to lend the proceeds of the Bonds to the Developer to finance the Project; WHEREAS, certain obligations of the Developer under the Loan Agreement are to be secured by a Letter of Credit to be issued by the Association, which Letter of Credit is to be secured by collateral under the terms of an Assignment of Collateral and Trust Agreement dated as of November 1, 1985 (the "Collateral Agreement"), among the Issuer, the Association, the Developer, the Trustee and the Collateral Agent named therein; WHEREAS, Bankers Trust Company (the "Placement Agent") has expressed its desire and intention to act as placement agent for the Bonds, and it is desirable that the Placement Agent so act pursuant to a Bond Placement Agreement (the "Bond Placement Agreement"), among the Issuer, the Association and the Placement Agent; WHEREAS, Pettit & Martin has been appointed as Bond Counsel in connection with the issuance of the Bonds; and WHEREAS, the City approves of the transactions described above and has determined that they are in the public interest of the City; NOW, THEREFORE, the City Council of the City hereby finds, determines and declares as follows: Section 1. F~ndings and Declarations. The City, after due investigation and deliberation, and in accordance with the Ordinance, hereby (i) finds and determines that the Project (a) promotes the long-term employment of residents of the City, (b) will not adversely affect areas outside the boundaries of the City or transient residents of the State of California, and (c) is in the public interests of the City and constitutes a municipal affair of the City, a valid exercise of the police powers of the City and a public purpose in which the City has a peculiar and unique interest, and (ii) accepts and approves the Application and the participation of the City in the financing of the Project through the issuance of the Bonds. The City further hereby finds and declares that this Resolution is adopted pursuant to the Ordinance. Section 2. Issuance and Sale of Bonds; Bond Placement Agreement. The City hereby authorizes the issuance of up to an aggregate principal amount of $5,500,000 of the Bonds pursuant to and in accordance with the terms and provisions of the Indenture, all of which terms and provisions are incorporated herein by this reference. The Bonds are hereby authorized to be sold through the Placement Agent pursuant to and in accordance with the terms of the Bond Placement Agreement in substantially the form presented to the City at this meeting. The Mayor and City Clerk of the City are hereby authorized and directed to execute and deliver the Bond Placement Agreement for and in the name and on behalf of the City. Section 3. Indenture. The Indenture, in substantially the form presented to the City at this meeting, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor of the City upon the advice of Bond Counsel, is hereby approved. The Mayor and City Clerk of the City, or either of them, are hereby authorized and directed to execute and deliver the Indenture for and in the name and on behalf of the City. Section 4. Loan Agreement. The Loan Agreement, in substantially the form presented to the City at this meeting, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor upon the advice of Bond Counsel, is hereby approved. The Mayor and City Clerk of the City, or either of them, are hereby authorized and directed to execute and deliver the Loan Agreement for and in the name and on behalf of the City. Section 5. Collateral Agreement. The Collateral Agreement, in substantially the form presented to the City at this meeting, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor of the City upon the advice of Bond Counsel, is hereby approved. The Mayor' and City Clerk of the City, or either of them, are hereby authorized and directed to execute and deliver the Collateral Agreement for and in the name and on behalf of the City. Section 6. Remarketing Agreement. The Remarketing Agreement, in substantially the form presented to the City at this meeting, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor upon the advice of Bond Counsel, is hereby approved. The Mayor and the City Clerk, or either of them, are hereby authorized and directed to execute and deliver the Remarketing Agreement for and in the name and on behalf of the City. Section 7. Private Placement Memorandum. The final private placement memorandum relating to the Bonds, to be dated as of the date of the Bond Placement Agreement, substantially in the form presented at this meeting, is hereby approved and the Mayor of the City is hereby authorized and directed to execute said private placement memorandum for and in the name and on behalf of the City, and to approve any additions to or changes in the form of said private placement memorandum as the Mayor of the City may deem necessary or advisable, such approval to be -3- conclusively evidenced by the execution of said private placement memorandum as so added t0'or changed. The Placement Agent is hereby authorized to distribute copies of said private placement memorandum (as so added to or changed) in connection with its reoffering and resale of the Bonds. Distribution by the Placement Agent of the preliminary private placement memorandum relating to the Bonds is hereby approved, confirmed and ratified. Section 8. Approval of Bond Counsel. The appointment of Pettit & Martin as Bond Counsel in connection with the issuance of the Bonds be and hereby is approved. Section 9. Official Action. Ail actions heretofore taken by the officers and agents of the Issuer with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Mayor and City Clerk of the Issuer, or either of them, and any and all other officers of the Issuer are hereby authorized and directed for and in the name and on behalf of the Issuer, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions, agreements and other documents, including but not limited to those described in the Bond Placement Agreement, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with the Bond Placement Agreement, the Indenture, the Ordinance and this Resolution. 9. Section 10. Effective Date. This Resolution shall take effect from and after its adoption. ADOPTED, this 18thday of No~e~r, 1985. Daniel E. Griset, Mayor ATTEST: Janice C. Guy, Clerk of the Council COUNCILMEMBERS: Griset Aye Johnson Aye Acosta Aye Hart Aye Luxembourger Aye McGuigan AV~ Young Aye Approved as to form: Edward ~Co er, City Atto~° -4-