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HomeMy WebLinkAbout82-159RESOLUTION NO. 82- 159 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, AUTHORIZING THE ISSUANCE OF AN INDUSTRIAL DEVELOPMENT REVENUE NOTE, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF LOAN AGREEMENT AND CERTAIN OTHER AGREEMENTS IN CONNECTION WITH THE PARKSIDE PLAZA DEVELOPMENT WHEREAS, the City of Santa Ana, California (the "City"), is a municipal corporation, duly organized and existing under the constitution and the laws of the State of California and the Charter of the City; and WHEREAS, the City is authorized to provide financing for commercial structures pursuant to No. NS-1609 of the City; permanent Ordinance WHEREAS, PARKSIDE PLAZA, a joint venture organized under the laws of the State of California (the "Developer") has constructed a multi-tenanted office building located on the site more particularly described in Exhibit A attached to the Loan Agreement hereinafter described (the "Project"); and WHEREAS, the Community Redevelopment Agency of the City of Santa Ana (the "Agency") adopted its Resolution No. 80-39 on April 21, 1980 declaring its intent to finance the Project; and WHEREAS, the City Council of the City has adopted Resolution No. 82-158 on December 6, 1982 approving the application of the Developer for permanent financing for the Project pursuant to Ordinance No. NS-1609 of the City. NOW, THEREFORE, the City Council of the City of Santa Ana hereby resolves as follows: ARTICLE I GRANTING CLAUSES, DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1.01 context hereof shall meanings as used in Definitions. The terms used herein, require otherwise, the Loan Agreement unless the shall have the same attached hereto as -1- RESOLUTION NO. 82-159 Exhibit "A" and incorporated herein by reference and made a part hereof; "Bond Counsel" means Rutan & Tucker, a partner- ship of professional corporations, Costa Mesa, California, and any opinion of Bond Counsel shall be a written opinion signed by such Bond Counsel. "City Note" means the $2,250,000 Industrial Development Revenue Note for Parkside Plaza to be issued by the City to the order of the Purchaser pursuant to this Resolution. "Loan Agreement" means the agreement substan- tially in the form presented to the City, to be executed by the City, the Developer and the Purchaser providing for the issuance of the City Note and the loan of the proceeds to the Developer, including all exhibits identified therein together with any amendments or supplements thereto made in accordance with its provisions. "Ordinance" means Ordinance No. NS-1609 of the City. "Purchaser" means Unionmutual Stock Life Insurance Co. of America, its successors and assigns in its capacity as purchaser of the City Note, and the assignees, endorsees and transferees of the City Note. "Resolution of Issuance" means this Resolution of the City, together with any supplement or amendment thereto. 1.02 Legal Authorization. The City Note is hereby authorized to be issued under and subject to the terms of this Resolution of Issuance for the object and purpose of providing the funds for the permanent financing of the Project. The City Note shall be designated as the "City of Santa Ana, California, Industrial Development Revenue Note for Parkside Plaza". 1.03 Findings. mine as follows: The City does hereby find and deter- (a) The City is authorized by the Ordinance to enter into the Loan Agreement for the purpose of making a loan to the Developer for the permanent financing of the development of the Project, all under and pursuant to provisions of the Ordinance; -2- RESOLUTION NO. 82-159 (b) The financing that is to be provided to the Developer by the City in connection with the Project will further the purposes and goals of the Ordinance; (c) The Project costs proposed to be financed hereby include only those costs paid or incurred by or on behalf of the Developer with respect to the con- struction of the Project after April 20, 1980, the date the Agency declared its present intent to provide tax- exempt financing for the Project, except that costs paid or incurred by the Developer with respect to the Project before such date may be included to the extent that such inclusion will not result in less than sub- stantially all of the proceeds of the financing being used for the acquisition, construction, reconstruction or improvement of land or property of a character subject to the allowance for depreciation within the meaning of Section 103(b)(6) of the Internal Revenue Code of 1954, as amended; (d) The amount necessary to provide permanent financing for the Project requires the issuance of the City Note in the total principal amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000.00 ARTICLE II CITY NOTE 2.01 Authorized Amount and Form of City Note. The issuance of the City Note pursuant to this Resolution of Issuance and the execution of the Loan Agreement among the City, the Developer and the Purchaser are hereby approved. The City Note shall be in substantially the form set forth in the Loan Agreement and incorporated herein by this reference, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution of Issuance, and in accordance with the further provisions hereof; and the total principal amount of the City Note for financing the Project pursuant to the Loan Agreement, that may be outstanding hereunder is expressly limited to an amount equal to $2,250,000. The City shall lend the pro- ceeds of the financing to the Developer pursuant to the requirements of the Loan Agreement. 2.02 Terms of the City Note. The City Note shall be payable at the times and in the manner and shall bear interest at the rates as set forth in the City Note, and -3- RESOLUTION NO. 82-159 shall be subject to such other terms and conditions as are set forth therein. 2.03 Execution. The City Note shall be executed on behalf of the City by the manual signature of its Mayor and attested by the manual signature of its City Clerk and shall have the seal of the City affixed thereon. In case any officer whose signature shall appear on the City Note shall cease to be such officer before the delivery of the City Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. 2.04 Delivery of City Note. Before delivery of the City Note there shall be delivered to the Purchaser the following: (a) An executed copy of each of the following documents: (1) The Loan Agreement executed among the City, the Developer and the Purchaser; (2) The Security Documents described in the Loan Agreement executed (and when appropriate, acknowledged) by Developer; (3) The Pledge Agreement executed by the City; (4) Ail other documents as may be required pursuant to the terms of the Loan Agreement. (b) An Opinion of Counsel for the Developer in scope and substance satisfactory to Bond Counsel as to the authority of the Developer to enter into the trans- action and other related matters; (c) The opinion of Bond Counsel as to the validity and tax-exempt status of the City Note in a form satisfactory to the Purchaser; (d) Such other documents and opinions as Bond Counsel may reasonably require for purposes of ren- dering its opinion required in subsection (c) above. -4- RESOLUTION NO. 82-159 ARTICLE III MISCELLANEOUS 3.01 tions or shall be exists. Conflict. Ail resolutions or parts of resolu- other proceedings of the City in conflict herewith and the same are repealed insofar as such conflict 3.02 Severabilit~. In case any one or more of the provisions of this Resolution of Issuance, the Loan Agree- ment or of the City Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution of Issuance, the Loan Agreement or the City Note, but this Resolution of Issuance, the Loan Agreement and the City Note shall be construed and enforced as if such illegal or invalid pro- visions had not been contained therein. 3.04 Authenticiation of Transcript. The City Clerk is directed to furnish to Bond Counsel certified copies of this Resolution of Issuance and all documents referred to herein and other resolutions, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the City Note. All such certified copies, certificates and affidavits, including any heretofore fur- nished, shall constitute recitals of the City as to the correctness of all statements contained therein. 3.05 Authorization to Execute Agreements. The forms of the proposed City Note, the Loan Agreement and exhibits thereto and the Pledge Agreement are hereby approved in substantially the forms heretofore presented to the City; and the Mayor of the City is authorized to execute by manual signature, and the City Clerk to attest and affix the seal of the City thereon, the City Note, the Loan Agreement and the Pledge Agreement in the name of and on behalf of the City as well as such other documents as Bond Counsel shall consider appropriate in connection with the issuance of the City Note and such other documents, agreements and instruments as are necessary in the opinion of Bond Counsel to be executed on behalf of the City by the appropriate official or staff person of the City to consummate the transaction contemplated hereunder, including, but not limited to, the City Attorney and the City Manager of the City. In the event of the absence or disability of the Mayor or the City Clerk or such other officer or employee of the City so authorized to act, such officers of the City as, in the opinion of Bond Counsel for the City as appointed hereunder, may act in their behalf, shall without further -5- RESOLUTION NO. 82-159 act or authorization of the City do all things and execute all instruments and documents required to be done or exe- cuted by such absent or disabled officers. 3.06 Effective Date. This Resolution of Issuance shall take effect upon adoption. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Santa Ana, held on the 6th day of December, 1982, by the following vote~ to wit: AYES: Acosta, Bricken, Luxembourger, McGuigan, Serrato NOES: Markel ABSENT: Gri set The foregoing resolution is hereby approved this 6th day of December, 1982. City Attorney Gordon Bricken, ATTEST: ~Clerk of the Council I hereby certify that the foregoing is a full, true and correct copy of a Resolution duly passed and adopted by the City Council at a regular meeting thereof, now a matter of record in my office. Dated this 6th day of December , 1982. the Council -6-