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HomeMy WebLinkAbout85-150RESOLUTION NO. 85-150 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DOCUMENTS; APPOINTING A TRUSTEE AND AUTHORIZING THE SALE OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 WHEREAS, the City of Santa Aha (the "City") is authorized pursuant-to its Charter to provide assistance in financing commercial developments within the City; and WHEREAS, the City Council of the City of Santa Ana (the "City Council") has heretofore adopted its Resolution (the "Inducement Resolution") declaring its intention to issue bonds for a 133 unit facility known as Comfort Inn Suites at Hotel Terrace (the "Project"), which Project is to be constructed by Lot 5 ~o~el Associates, a California limited partnership (the "Developer")~ and WHEREAS, all acts, conditions and things required by the Act, and by all other laws of the State of California, to exist, to have happened and to have been performed precedent to and in connection with the issuance of the aforesaid revenue bonds exist, have happened, and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to issue such revenue bonds for the purpose, in the manner and upon the terms herein provided; and WHEREAS, said revenue bonds are to be issued pursuant to an Indenture (the "Indenture") in the form presented to this meeting by and between the City and [Security Pacific Nat'l Trust Co., New York] (the "Trustee") in an aggregate principal amount not to exceed $5,950,000 and are to be designated as the "City of Santa Aha, California Industrial Development Revenue Bonds, Series 1985 (Comfort Inn Project)" (the "Bonds"); ORDERED FOLLOWS: NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND BY THE CITY COUNCIL OF THE CITY OF SANTA ANA Section 1. Recitals. The above recitals, and each of them, are true and correct. -1- Section 2. Official Statement. The draft of the Preliminary Official Statement relating to the Bonde pre- sented at this meeting is hereby approved in substantially the form presented with such non-substantive changes thereto as may be approved by the Mayor or Vice Mayor (collectively the "Mayor"), and the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute the Preliminary Official Statement and a Final Official Statement in substantially the form of the Preliminary Official Statement, together with such non- substantive changes thereto as may be approved by the Mayor (collectively the "Official Statement") and the distribution of such Official Statement in connection with the sale of the Bonds is hereby authorized. Section 3. Appointment of Trustee. [Securit_vPacific Nat'l Trust Co.. New York] is hereby appointed as Trustee under the Indenture (the "Trustee") for the City and the owners of the Bonds, with the duties and powers of such Trustee as are set forth in the Indenture. Section 4. Indenture. The' proposed form of the Indenture presented at this meeting by and between the City and the Trustee is hereby approved and the Mayor and the City Clerk are hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver to the Trustee the Indenture in substantially the form hereby approved, with such non-substantive additions or changes as the officers executing the same may approve and which may be consistent with the Purchase Contract hereinafter referred to, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. Form of Bonds. The form of the Bonds as set forth in the Indenture ae presented to this meeting is hereby approved and the Mayor and the City Clerk are hereby authorized and directed to execute by manual or facsimile signature, in the name and on behalf of the City and under its seal, such Bonds in either temporary and/or definitive form in the aggregate principal amount set forth in the Indenture and all in accordance with the terms and provisions of the Indenture. Section 6. Loan Agreement. The form of the Loan Agreement (the "Loan Agreement") as presented to this meeting by and between the City and the Developer, whereby the proceeds of the Bonds are to be loaned to the Developer (the "Developer Loan") for the purpose of financing the Project is hereby approved and the Mayor and the City Clerk are hereby authorized and directed, for and in the name of -2- the City, to execute the Loan Agreement in substantially the form hereby approved, with such non-substantive changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. Purchase Contract. The form of Bond Purchase Agreement (the "Purchase Contract") for the purchase of the Bonds as presented to this meeting by Drexel Burnham Lambert Incorporated, as underwriter, and the sale of the Bonds pursuant thereto upon the terms and conditions set forth therein is hereby approved and, subject to such approval and subjee~ to the provisions of Section 8 hereof, the Mayor, or the Mayor's designee, is hereby authorized and directed to evidence the City's acceptance of the offer made by said Purchase Contract by executing and delivering said Purchase Contract in said form with such non-substantive changes therein as the officer executing the same may approve and such matters as are authorized by Section 8 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. Mayor or Designee Authorized to Establish Final Terms of Sale of Bonds. The Mayor, or the Mayor's designee, based on such advice of the staff to the City ("Staff") and bond counsel, as he may deem necessary, is hereby authorized and directed to act on behalf of the City Council to establish and determine (i) the final principal amount of the Bonds, which amount shall not exceed $5,950,000; (ii). the initial interest rate on the Bonds, which rate shall not exceed 12% per annum; (iii) the underwriter's discount for the purchase of the Bonds, which amount shall not exceed 3.0% of the principal amount of the Bonds, and (iv) such other matters as may relate to the final terms and provisions for the sale of the Bonds as may be consistent with the Indenture. The Mayor, or the Mayor's designee, upon the determination of such matters, is further authorized and directed, in and for the name of the City, to execute any supplements or amendments to the Purchase Contract as, based on such advice, may be necessary to include such matters as so determined to be a part of the Purchase Contract. Section 9. Requisitions. The Mayor is hereby authorized and directed to execute one or more requisitions authorizing the.Trustee to pay the cost of issuing the Bonds from the proceeds of the Bonds pursuant to the Indenture. Section 10. Other Acts. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all -3- documents, including but not limited to, the Final official Statement, which in consultation with the Staff and bond counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, or otherwise to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 11. Effective Date. This Resolution shall take effect immediately upon adoption. ADOPTED, this 17th day .~f.~ Daniel E. Griset Mayor , 1985. ATTEST: eiCe C. Guy rk of the Cou~ci~ COUNCILMEMBERS: Acosta A e Griset ~ Hart Aye Johnson Aye Luxembourger Aye McGuigan Absent Young Absent APPROVED AS TO FORM: -4- I, Janice C. Guy , City Clerk of the City of Santa Aha, California, do hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of Santa Aha, California, at a regular meeting thereof held on the 16th day of December, 1985, by the following vote of the City Council: AYES: Acosta, Hart, Johnson, Luxembour§er NOES: None ABSENT: Griset, McGuigan. Youn§ ABSTAINED: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Santa Aha, California, this ]7%h day of December, 1985. ~3~%y Clerk of th~ Santa Ana, California/ JRR0195