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HomeMy WebLinkAbout1984-014 '-' i i I , l L ! I L ~ . RESOLUTION NO. 84-l4-IDA A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AUTHORIZING ISSUANCE OF REVENUE BONDS, THE LOANING OF PROCEEDS THEREOF TO FINANCE PROJECT COSTS, THE EXECUTION OF DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO (RITCHEY CENTER NORTH PROJECT) BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AS FOLLOWS: WHEREAS, the Industrial Development Authority of the City of Santa Ana (the "Authority") proposes to issue its Industrial Development Bonds (Ritchey Center North Project) (the "Bonds") in the aggregate principal amount of $5,000,000 in order to make a loan to Ritchey Center North, a California general partnership (the "Company"), for the acquisition and renovation of facilities located at 1815 and 1831 South Ritchey and 1917 and 1923 East St. Andrews Place in the City of Santa Ana; and WHEREAS, the California Industrial Development Finan- cing Act (California Government Code Sections 91500-91574) (the "Act") authorizes the Authority to issue revenue bonds and loan the proceeds thereof for the purpose of financing the acquisition, construction, improvement, reconstruction, or rehabilitation of industrial facilities described there- in; WHEREAS, there has been filed with the Secretary of this Authority (i) the form of an Indenture of Trust, dated as of December I, 1984 (the "Indenture") between the Autho- rity and Security Pacific National Bank as trustee pursuant to which the Bonds shall be issued, (ii) the form of a Loan Agreement, dated as of December I, 1984 (the "Loan Agree- ment"), by and between the Authority and the Company, pur- suant to which the Authority will loan the proceeds of the Bonds to the Company for the aforesaid p,urposes, (iii) the form of a Bond Purchase Agreement (the 'Purchase Agreement") between the Authority and Stone & Youngberg (the "Under- writer") pursuant to which the Authority will sell the Bonds, and (iv) the form of a Preliminary Official Statement (the 'Treliminary Official Statement") relating to the Bonds; WHEREAS, this Authority has, with the aid of its staff, reviewed the Indenture, the Loan Agreement, the Purchase ~, ~ ...............------------... _'~r'_ ___.. _.'. _ -., -__. - "'-T~""""'-r'---""- Agreement, and the Preliminary Official Statement and each and every part thereof; and WHEREAS, it is in the public interest and for the pub- lic benefit and in furtherance of the public purposes of the Authority that the issuance of the Bonds be authorized, that the Indenture, the Loan Agreement, the Purchase Agreement and the Preliminary Official Statement be approved, the officers and the staff of the Authority be directed and authorized to take such further action as they deem neces- sary, desirable and appropriate to facilitate the issuance and sale of the Bonds, and to adopt certain motions and make certain findings in order to facilitate the issuance and sale of the Bonds; ~ J NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED, AS FOLLOWS: S~CTION 1. The issuance of the Bonds in the aggregate princiIlaT-amount of Five Million Dollars ($5,000,000), and having such ter~s and conditions as may be set forth in the Indenture, is hereby authorized; and SECTION 2. It is found and declared that this reso- lution---is-oerng adopted pursuant to the powers of the Act and that the Bonds issued pursuant hereto are being issued for a authorized purpose of the Authority in the exercise of the pC~lers granted by the Act; and SECTION 3. The Bonds shall be executed by the fac- simile--sTgna-i:ure of the Chairman, and the seal of the Autho- rity shall be reprodued thereon and countersigned by the Tacsirnile signature of the Secretary of the Authority; and J SECTION 4. That the Preliminary Official Statement, in substa-ntfa1ry-the form filed with the Secretary of this Authority, be, and it hereby is, adopted, confirmed and approved; and SECTION 5. That the Underwriter be, and hereby is, authorized-ana directed to distribute the Preliminary Of- ficial Statement (and the Official Statement referred to hereinafter) on behalf of the Authority with such additions thereto or changes therein as the Chairman or Secretary of the Authority may require or approve; and J SECTION 6. That the Chairman or the Secretary of the Authority are-authorized to approve the preparation and distribution of a final Official Statement relating to the .., 2 . "~'~--'''''-~'-'--_.'_.'-''''''~~-~.--.<...~-----~--,~~- I i ~ L issuance of the Bonds, which Official Statement shall be consistent with the Preliminary Official Statement but which may contain such changes as the Chairman or the Secretary deem necessary and appropriate to effectuate the purposes of this Resolution, with distribution of the Official Statement as conclusive evidence of the validity and due authorization of any such changes; and SECTION 7. That the form of the Indenture authorizing the issuance of the Bonds (and containing, among other things, a form thereof) and setting forth the basic terms and conditions relating thereto, in substantially the form filed with the Secretary of this Authority, be, and it here- by is, authorized, adopted, confirmed and approved; and SECTION 8. That the form of the Loan Agreement pur- suant to which the proceeds of the Bonds will be loaned to the Company, in substantially the form filed with the Sec- retary of this Authority, be, and hereby is, adopted, con- firmed and approved; and SECTION 9. That the form of the Purchase Agreement pursuant to which the Underwriter will purchase the Bonds from the Authority, in substantially the form filed with the Secretary of this Authority, be, and it hereby is, adopted, confirmed and approved; SECTION 10. That the Chairman and the Secretary of the Authority are hereby authorized for and on behalf of the Authority to execute and deliver the Indenture, the Loan Agreement, and the Purchase Agreement substantially in the forms filed with the Secretary of this Authority, with such additions thereto (including without limitation the deter- mination of an interest rate on the Bonds not exceeding twelve percent (12%) per annum and an underwriter's discount not exceeding five percent (5%) of the aggregate principal amount of the Bonds) or changes therein as they may require or approve and as shall be approved by bond counsel to the Authority for the Bonds, such approvals to be conclusively evidenced by the execution and delivery of such documents; and SECTION 11. That the Chairman or Secretary of the Authority, and any other officers or employees of the Auth- ority, designated by certificate of any of the aforesaid officers, are hereby authorized, directed and empowered to execute and deliver any certificates, requests, agreements, or other documents, with such changes as they deem necessary and appropriate to effectuate the intent of this Authority 3 I ..... . ~ , \0.. \... \ , \> , \.,.. \r in adopting these authorizations, as they deem necessary and appropriate to enable delivery of the Bonds and to consum- mate the transactions contemplated by the Indenture, the Loan Agreement, and the Purchase Agreement, and with the prior approval of bond counsel to the Authority for the Bonds, to approve any modifications or additions required to be made to any such certificate, request, agreement or other document to enable delivery of the Bonds; and SECTION 12. That all actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds are hereby ratified and ap- proved. ADOPTED, this lOth day of December , 1984. ~>>J Da iel B. Griset-, Chairman ATTEST: a>.~~ '-t:' ~ 6'anice C. Guy, ~ecr y DIRECTORS: Luxembourger Griset Acosta Hart Johnson McGuigan Young AYE AYE AYE ~YE, n~ AYJ:: 4