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HomeMy WebLinkAbout85-15129033-14 JHHW:JLN:ce 12/04/85 N2625 Resolution No. 85-_1_S]__ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA PROVIDING FOR THE ISSUANCE OF BONDS, AMENDING RESOLUTION NO. 84-156, AUTHORIZING AND DIRECTING EXECUTION OF DOCUMENTS, ~SIGNING PRIVATE ACTIVITY BOND LIMIT, AWARDING SALE OF BONDS, AND AUTHORIZING CERTAIN ACTIONS REI~ATING THERETO (Civic Center Medical Arts Project) WHEREAS, the~City of Santa Aha (the "City") is a chartered city of the State of California and is authorized under and pursuant to the provisions of Chapter 2B of the Santa Ana Municipal Code, enacted pursuant to Ordinance No. NS-1609 on November 16, 1981 (the "Law"), to issue its industrial revenue bonds for the purpose of financing commercial and industrial projects in the City; and WHEREAS, Civic Center Medical Arts Association, a California limited partnership (the "Company"}, has requested the City to issue and sell its industrial revenue bonds (the "Bonds") in the aggregate principal amount of not to exceed $4,500,000 in order to provide funds to make a loan to the Company to finance the acquisition, construction and improvement of a four- story building consisting of three stories of medical and professional suites and one story of related retail space aggregating approximately 40,000 square feet, together with parking facilities, landscaping and related facilities and improvements (the "Project"), to be located in the City on an approximately one acre parcel of land at 500 West Santa Ana Boulevard; and WHEREAS, this Council has heretofore, on December 17, 1984, adopted its Resolution No. 84-156, authorizing and providing for the issuance of the Bonds upon the terms and conditions as stated in said resolution, and has now determined it to be necessary to amend said resolution; and WHEREAS, there has been presented to the City certain agreements and related documents pertaining to the issuance and sale of, the terms and conditions of, the security for, and the use of proceeds of the Bonds, and this City has reviewed such agreements and related documents; and WHEREAS, the Bonds are to be secured by a letter of credit issued by Barclays Bank PLC; and WHEREAS, the Company has complied with all applicable requirements of the Law and the Resolution and has requested the City to authorize the issuance of the Bonds at this time to provide financing for the Project; and -1- WHEREAS, the issuance, sale and delivery of the Bonds will further the public purposes of the City as set forth in the Law, and approval of said agreements and related documents will be in the public interest and for the public benefit; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. Acts and Conditions Precedent, The City Council has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and this Council is now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided herein, in the Law, and in the Indenture of Trust (the "Indenture"), dated as of December 1, 1985, by and between the City and NCNB National Bank, as trustee (the "Trustee"), all of the terms and provisions of which Law and Indenture are incorporated herein by this reference. Section 2. Authorization. Bonds in the aggregate principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000) are hereby authorized and directed to be issued by the City under and subject to the terms of the Law and this Resolution, as supplemented and amended by any supplemental resolution hereafter adopted for such purpose. The purpose for which the Bonds shall be issued is to provide funds to make a loan to the Company to provide financing for the acquisition, construction and improvement of the Project pursuant to a Loan Agreement, dated as of December 1, 1985, to be entered into between the City and the Company (the "Loan Agreement"). The Bonds shall be designated as provided in the Indenture. Section 3. Execution of Bonds. The Bonds shall be executed on behalf of the City as provided in the Indenture. Section 4. Appointment of Trustee. The City hereby appoints NCNB National Bank, having its principal corporate trust office in Charlotte, North Carolina, as Trustee for the purposes set forth in the Indenture. Section 5. Execution of Documents. The following documents (each in the form submitted to this City or in such form, together with such changes therein as may be deemed necessary or advisable and not adverse to the City, as shall be approved by the Mayor or City Manager of the City, or designated representative, upon the advice of Bond Counsel to the City, such approval to be conclusively evidenced by the execution thereof as authorized herein) be and they are hereby approved, that the Mayor, City Manager, or designee, be and is hereby authorized to execute and deliver each such document, and the City Clerk of the City is hereby authorized to affix the seal of the City to each such document, as may be required thereby, and to attest the execution thereof: -2- December 13, 1985 WHEREAS, the issuance, sale and delivery of the Bonds will further the public purposes of the City as set forth in the Law, and approval of said agreements and related documents will be in the public interest and for the public benefit; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. Acts and Conditions Precedent. The City Council has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and this Council is now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided herein, in the Law, and in the Indenture of Trust (the "Indenture"), dated as of December 1, 1985, by and between the City and NCNB National Bank of North Carolina, as trustee (the "Trustee"), all of the terms and provisions of which Law and Indenture are incorporated herein by this reference. Section 2. Authorization. Bonds in the aggregate principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000) are hereby authorized and directed to be issued by the City under and subject to the terms of the Law and this Resolution, as supplemented and amended by any supplemental resolution hereafter adopted for such purpose. The purpose for which the Bonds shall be issued is to provide funds to make a loan to the Company to provide financing for the acquisition, construction and improvement of the Project pursuant to a Loan Agreement, dated as of December 1, 1985, to be entered into between the City and the Company (the "Loan Agreement"). The Bonds shall be designated as provided in the Indenture. Section 3. Execution of Bonds. The Bonds shall be executed on behalf of the City as provided in the Indenture. Section 4. Appointment of Trustee. The City hereby appoints NCNB National Bank of North Carolina, having its principal corporate trust office in Charlotte, North Carolina, as Trustee for the purposes set forth in the Indenture. Section 5. Execution of Documents. The following documents (each in the form submitted to this City or in such form, together with such changes therein as may be deemed necessary or advisable and not adverse to the City, as shall be approved by the Mayor or City Manager of the City, or designated representative, upon the advice of Bond Counsel to the City, such approval to be conclusively evidenced by the execution thereof as authorized herein) be and they are hereby approved, that the Mayor, City Manager, or designee, be and is hereby authorized to execute and deliver each such document, and the City Clerk of the City is hereby authorized to affix the seal of the City to each such document, as may be required thereby, and to attest the execution thereof: -2- December 13, 1985 (i) Indenture, dated as of December 1, 1985, by and between the City and the Trustee; and {ii) Loan Agreement, dated as of December 1, 1985, by and between the City and the Company. Section 6. Pri.vate A~tivity Bond Allocation. As provided in and authorized pursuant to Section 103{n} of the Internal Revenue Code of 1954, as amended, the Proclamation dated July 19, 1984 of the Governor of the State of California, as amended, and applicable resolutions of the California Debt Limit Allocation Committee, this Council hereby designates and assigns to the Bonds the amount of $4,500,000 of its Private Activity Bond Limit, heretofore received by transfer from the County of Orange for such purpose, and each member of the Council hereby represents and warrants that such allocation is not made in consideration of any bribe, gift, gratuity or direct or indirect campaign contribution. Section 7. Sale of Bonds. The Bonds are hereby directed to be sold to NCNB National Bank of North Carolina, Charlotte, North Carolina, at par value in the principal amount of $4,500,000, pursuant to and in accordance with the terms of the Bond Purchase Agreement therefor (the "Bond Purchase Agreement") in substantially the form presented to the City Council at this meeting, together with such additions thereto or changes therein as may be deemed necessary or advisable by the Mayor, the City Manager, or designee, upon the advice of Bond Counsel to the City. The Mayor, the City Manager, or designee is hereby authorized and directed to execute, and the City Clerk is hereby authorized to attest the Bond Purchase Agreement for and in the name and on behalf of the City. Section 8. Official Action. The Mayor, the City Manager, the City Treasurer, the City Clerk, and each of them and any and all other officers of the City, acting alone, are hereby severally authorized to execute upon the advice of Bond Counsel to the City such certificates, receipts, agreements and other closing documents as are necessary or customary for the consumation of the transactions contemplated by this Resolution and the documents enumerated in Section 5 hereof. Section 9. Effectiveness. This resolution shall supersede and amend Resolution No. 84-156, adopted by this Council on December 17, lg84, and shall take effect from and after the date of its passage and adoption. -3- (i) Indenture, dated as of December 1, 1985, by and between the City and the Trustee; and (ii) Loan Agreement, dated as of December 1, 1985, by and between the City and the Company. Section 6. Private Activity Bond Allocation. As provided in and authorized pursuant to Section 103(n} of the Internal Revenue Code of 1954, as amended, the Proclamation dated July 19, 1984 of the Governor of the State of California, as amended, and applicable resolutions of the California Debt Limit Allocation Committee, this Council hereby designates and assigns to the Bonds the amount of $4,500,000 of its Private Activity Bond Limit, heretofore received by transfer from the County of Orange for such purpose, and each member of the Council hereby represents and warrants that such allocation is not made in consideration of any bribe, gift, gratuity or direct or indirect campaign contribution. Section 7. Sale of Bonds. The Bonds are hereby directed to be sold to NCNB National?Bank, Charlotte, North Carolina, or to such purchaser or purchasers as shall be designated by Barclays Bank PLC Capital Markets and Corporate Finance Group, as Placement Agent, and approved by the Mayor, or City Manager of the City, or designated representative, at par value in the principal amount of $4,500,000, pursuant to and in accordance with the terms of the Bond Purchase Agreement therefor (the "Bond Purchase Agreement") in substantially the form presented to the City Council at this meeting, together with such additions thereto or changes therein as may be deemed necessary or advisable by the Mayor, the City Manager, or designee, upon the advice of Bond Counsel to the City. The Mayor, the City Manager, or designee is hereby authorized and directed to execute, and the City Clerk is hereby authorized to attest the Bond Purchase Agreement for and in the name and on behalf of the City. Section 8. Official Action. The M~yor, the City Manager, the City Treasurer, the City Clerk, and each of them and a~y and all other officers of the City, acting alone, are hereby severally authorized to execute upon the advice of Bond Counsel to the City such certificates, receipts, agreements and other closing documents as are necessary or customary for the consumation of the transactions contemplated by this Resolution and the documents enumerated in Section 5 hereof. Section 9. Effectiveness. This resolution shall supersede and amend Resolution No. 84-156, adopted by this Council on December I7, 1984, and shall take effect from and after the date of its passage and adoption. -3- ADOPTED, this ATTEST: 17th day of December, 1985. Daniel E. Griset Mayor COUNCILMEMBERS: Acosta Aye Griset Absent Hart Aye Johnson A:ye Luxembourger Aye McGui§an Absent Young Absent Approved as to form: . a d J. Cooper Attorney L, -4-