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HomeMy WebLinkAbout84-158005 JHHW:BDQ:mym 11/27/84 ', :ebb 11128/84 of prtr Cha~ NS-1 to "Co~ Agr( Com nei( reti tog~ loc~ nori of l Ban~ Uni( hea~ Int~ Tru~ of ANA aut RESOLUTION NO. 84- 158 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE AND SALE OF $6,800,000 PRINCIPAL AMOUNT OF COMMERCIAL REVENUE BONDS (URBATEC PROJECT), APPROVING RELATED DOCUMENTS AND AUTHORIZING OFFICIAL ACTION WHEREAS, the City of Santa Ana (the "City") proposes to issue its City anta Ana Commercial Revenue Bonds. (Urbatec Project) in the aggregate cipal amount of $6,800,000, under and pursuant to the provisions of ter 28 of the Santa Aha Municipal Code, enacted pursuant to Ordinance No. 609 adopted by the City Council on November 16, 1981 (the "Law"), in order )rovide funds to make a loan to Urbatec, a California corporation (the party"), pursuant to the terms of a proposed Loan Agreement (the "Loan ement"), dated as of December l, 1984, by and between the City and the any, to finance the acquisition, construction and improvement of a hborhood shopping center, including a market, drug store, restaurant and il shopping facilities aggregating approximately 120,000 square feet, ther with parking facilities, landscaping and related facilities to be ted in the City on an approximately 8.5 acre parcel of land located at the heast corner of First and Spurgeon Streets (the "Project"); and WHEREAS, the Bonds are to be issued under and pursuant to an Indenture rust (the "Indenture"), dated as of December l, 1984, between the City and America Trust Company of New York, as trustee (the "Trustee"); and WHEREAS, the Bonds are to be secured by a letter of credit issued by n-Bank; and WHEREAS, the City Council has heretofore called and conducted a public tng on the issuance of the Bonds as required by Section 103(k) of the rnal Revenue Code of 1954, as amended; and WHEREAS, BankAmerica Capital Markets Group (Bank of America National t and Savings Association), as placement agent, intends to submit to the an offer from certain purchasers to purchase the Bonds; and WHEREAS, the City approves of said transactions in the public interests he City; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA AS FOLLOWS: Section 1. Issuance and Sale of Bonds. The City Council hereby ortzes the issuance of the Bonds pursuant to and in accordance with the ter~ prov auth with Agen Coun appr acce Agre rate and pre~ ther desi and atte form addi Mayo here here beha memo Bond City info sale pre] Bond the and of [ New Rema puts form addi Mayo here to Cit, s and provisions of the Law and the Indenture, all of which terms and isions are incorporated herein by reference. The Bonds are hereby )rized to be sold to the purchasers thereof pursuant to and in accordance the terms of the placement agency agreement therefor (the "Placement ~y Agreement") in substantially the form on file with the Clerk of the .il. The Mayor or his designee is hereby authorized and directed to )ve the terms of and accept an offer to purchase the Bonds which is ~table to the Mayor or his designee, and to execute the Placement Agency )ment for and in the name and on behalf of the City; provided that the of interest on the Bonds shall not exceed twelve percent (12%) per annum the Bonds shall be sold to the purchasers for a price not less than fy-five percent (95%) of the par value thereof. Section 2. Indenture. The Indenture, in substantially the form )nted to the City Council at this meeting, together with any additions )to or changes therein deemed necessary or advisable by the Mayor or his )nee, is hereby approved. The Mayor or his designee is hereby authorized directed to execute and the Clerk of the Council is hereby authorized to st the Indenture for and in the name and on behalf of the City. Section 3. Loan Agreement. The Loan Agreement, in substantially the presented to the City Council at this meeting, together with any ~ions thereto or changes therein deemed necessary or advisable by the or his designee, is hereby approved. The Mayor or his designee is )y authorized and directed to execute and the Clerk of the Council is )y authorized to attest the Loan Agreement for and in the name and on of the City. Section 4. Private Placement Memorandum. The private placement randum of the City (the "Private Placement Memorandum") relating to the submitted to the City Council at this meeting, is hereby approved. The 'Council hereby authorizes the Private Placement Memorandum and the marion contained therein to be used in connection with the offering and of the Bonds, and the City Council hereby ratifies the distribution of a )minary private placement memorandum to prospective investors of the ~. The Mayor or his designee is hereby authorized and directed to execute Private Placement Memorandum and any amendment or supplement thereto, for )n the name and on behalf of the City. Section 5. Remarketing Agreement. The remarketing agreement, dated as ecember l, 1984, by and among the Company, BankAmerica Trust Company of York as remarketing agent (the "Remarketing Agent"), under which the rketing Agent will use its best efforts to remarker any Bonds tendered Jant to the Indenture (the "Remarketing Agreement"), in substantially the submitted to the City Council at this meeting, together with any tions thereto or changes therein deemed necessary or advisable by the r of his designee, is hereby approved. The Mayor or his designee is ~y authorized to execute and the Clerk of the Council is hereby authorized ttest the Remarketing Agreement for and in the name and on behalf of the 2 off Bom the off' and act~ req~ doc~ Age~ in acc( thi~. imm, De( ATT DIR Gri Joh Aco Hat Lux McG You Section 6. Official Action. All actions heretofore taken by the cers and agents of the City with respect to the sale and issuance of the rs are hereby approved, confirmed and ratified, and the Mayor, the Clerk of Council, the Executive Director of the Economic Development Agency, the utive Director of Finance, the City Attorney and any and all other cers of the City are hereby authorized and directed, for and in the name on behalf of the City, to do any and all things and take any and all ons relating to the execution and delivery of any and all certificates, isttions, assignments, instruments of transfer, agreements and other ments, including but not limited to those described in the Placement cy Agreement, which they, or any of them, may deem necessary or advisable order to consummate the lawful issuance and delivery of the Bonds in rdance with the Placement Agency Agreement,. the Indenture, the Law and resolution. Section 7. Effective Date. This Resolution shall take effect ~diately upon its passage. ember APPROVED, PASSED AND SIGNED this , 1984.,~ 21st day of Daniel E. Griset Chairman ce c. suy- / K7 :k of the Council ~CTORS: ~et Aye ~SOr~ ~ta : ;mbourger ~igan ~g Aye Approved as to form: Edwar~. C~oper Legal C~rrr~'el 3