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HomeMy WebLinkAbout92-024 -, ,185 JI-iHW:TAD:cep 12/16/91 2/27/92 ' '~ 29033-23 RESOLUTION NO. 92- .02- 4 A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (CMC CENTER MEDICAL ARTS PROJECT), 1992 SERIES A, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, LOAN AGREEMENT, PRELIMINARY OFFICIAL STATEMENT, BOND PURCHASE AGREEMENT AND INTERCREDITOR AGREEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER I~EIATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Santa Aha, California (the "City") is a chartered city and municipal corporation, organized and existing under the laws of the State of California and is empowered under the provisions of Ordinance No. NS-1609 of the City (the "Act") to make and execute contracts and other instruments and documents and issue and sell its bonds necessary or convenient for the purpose of facilitating the financing or refinancing of the acquisition and construction of industrial development facilities and the refinancing thereof located within the City; WHEREAS, the Civic Center Medical Arts Associates, a California limited partnership, (the "Borrower") has applied to the City to issue and sell its bonds for the purpose of refinancing the acquisition and construction of certain industrial development facilities located within the geographic boundaries of the City (the "Project"); and WHEREAS, it is in the public interest, for public benefit and in furtherance of the public purposes of the City that the City Council of the City provide approval of the issuance of its refunding bonds for the aforesaid purposes; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council hereby finds and declares that the above recitals are true and correct. Section2. Pursuant to the Act and the Indenture (hereinafter defined), industrial development revenue refunding bonds of the City, designated as "City of Santa Ana Variable Rate Demand Industrial Development Revenue Refunding Bonds (Civic Center Medical Arts Project), 1992 Series A" in an aggregate principal amount not to exceed $4,168,000 (the "Bonds"), are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Mayor, the seal or facsimile of the seal of the City shall be reproduced thereon and attested by the manual or facsimile signature of the City Clerk, in the form set forth in and otherwise in accordance with the Indenture. Section 3. The proposed form of indenture of trust (the "Indenture") between the City and Seattle-First National Bank, as trustee (the "Trustee"), in substantially the form presented to this meeting, is hereby approved. The Mayor, Vice Mayor, City Manager, RESOLUTION 92-024 187 PAGE TWO ~^ Finance Director and any person designated by the Mayor (the "Designated Officers") are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture, and the Clerk of the City Council (the "City Clerk") or any Assistant City Clerk is hereby authorized and directed, for and in the name and on behalf of the City, to attest the Indenture, in substantial]y said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City (provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $4,168,000, result in an initial true interest cost on the Bonds in excess of 8.25% per annum or result in an underwriter"s discount in excess of 2.5% of the aggregate principal amount of the Bonds), the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Indenture. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption, including the right of the bondowners to tender their Bonds for repurchase, and other terms of the Bonds shall be as provided in the Indenture as finally executed. Section 4. The proposed form of loan agreement (the "Loan Agreement") among the Trustee, the City and the Borrower, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the City are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Loan Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Loan Agreement. Section5. The proposed form of bond purchase contract (the "Purchase Contract") among the City, the Borrower and Prudential Securities Incorporated (the "Underwriter"), in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the City are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 3 hereof) and to execute and deliver said Purchase Contract in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Purchase Contract. Section 6. The proposed form of Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"), in substantially the form presented to this meeting, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City, is hereby approved. The Underwriter is hereby authorized to distribute copies of said Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver copies of the Preliminary Official Statement brought to final form (the "Official Statement") to all actual purchasers of the Bonds. The Designated Officers of the City are, and each of them is, hereby authorized and directed, for the name and on behalf of the City, to execute the Official Statement. Section 7. The proposed form of intercreditor agreement (the "Intercreditor Agreement") among the City, the Trustee and The Tokai Bank, Ltd., Los Angeles Agency, the credit provider (the "Bank"), in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the City are, and each of them is, hereby authorized and directed, for and in the name of and on behalf of the City, to -2- 189 RESOLUTION 92-024 PAGE THREE execute and deliver the Intercreditor Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Intercreditor Agreement. Section 8. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee"s certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the Designated Officers, which instructions such officers are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price therefor. Section 9. The firm of Jones Hall Hill & White, A Professional Law Corporation is hereby approved as bond counsel to the City for the Bonds. The Designated Officers are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an agreement for legal services with such firm. Section 10. All 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 proper officers of the City, including the Designated Officers, are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents 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 this resolution and resolutions heretofore adopted by the City and in order to carry out the purposes of this resolution, including but not limited to those certificates, agreements and other documents described in the Indenture, the Loan Agreement, the Purchase Contract, and the other documents herein approved and any certificates, agreements or documents as may be necessary to further the purpose hereof, evidence credit support or additional security for the Bonds, or evidence the obligation to purchase Bonds upon tender by the Bondowners (including a tender agent agreement), but which shall not create any obligation or liability of the City other than with respect to the revenues and assets derived from the proceeds of the Bonds. -3- RESOLUTION 92-02~ PAGE FOUR 191 Section 10. This resolution shall take effect immediately upon its adoption. ADOPTED this 16th day of March, 1992. ATTEST: rk of the Council COUNCILMEMBERS: Young Aye Pulido Aye Acosta Ay~ Griset Aye. McGuigan Aye Norton Aye Richardson Aye Mayor APPROVED AS TO FORM: City Attorney CERTIFICATE OF ORIGINALITY State of California County of Orange I, JANICE C. GUY, Clerk cf the Council, do hereby certify the attached Resolution ~-O~ to be the original resolution adopted by the City Council of the City of Santa Ana on City of Santa Ana -4-