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HomeMy WebLinkAbout1982-044 CRA . . . RESOLUTION NO. 82-44 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, CALIFORNIA, AUTHORIZING THE ISSUANCE OF CERTAIN COMMERCIAL DEVELOPMENT NOTES: APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE TRUST ÍNDENTURE AND CERTAIN AGREEMENTS WHEREAS, the Community Redevelopment Agency of the City of Santa Ana, California (the "Agency"), is a public corporation, duly organized and existing under the laws of the State of California: and WHEREAS, the Agency is authorized to provide permanent financing for commercial structures which it determines to be an integral part of a residential neighborhood, all pursuant to Chapter 8 of Division 1 of Part 24 of the Health & Safety Code; WHEREAS, Stephen L. Philipson (the" Developer") has constructed a two story office building of approximately 20,000 square feet located on the site more particularly described in Exhibit A attached to the Loan Agreement (the "Project"); and WHEREAS, the Agency on April 21,1980 adopted its Resolution No. 80-39 declaring its intent to finance the Project: NOW, THEREFORE, the Community Redevelopment Agency of the City of Santa Ana resolves as follows: 1t-3 2i\ . . . ARTICLE I GRANTING CLAUSES, DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1.01. Definitions. The terms used herein, unless the context hereof shall require otherwise, shall have the same meanings as used in the Trust Indenture and the Loan Agreement attached hereto as Exhibits "A" and "B" and incorporated herein by reference and made a part hereof: "Act" means Chapter 8 (commencing with Section 33750) of Division 1 of Part 24 of the Health & Safety Code as currently existing or hereafter amended. "Agency Note" means any note authorized and issued by the Agency under the Indenture. "Bond Counsel" means Stradling, Yocca, Carlson & Rauth, a professional corporation, Newport Beach, California, and any opinion of Bond Counsel shall be a written opinion signed by such Bond Counsel. "Loan Agreement" means the agreement substantially in the form presented to the Agency, to be executed by the Agency, the Developer and the Bank providing for the issuance of the Bonds and the loan of the proceeds to the Developer through the Bank, including any amendments or supplements thereto made in accordance with its provisions. "Resolution of Issuance" means this Resolution of the Agency, together with any supplement or amendment thereto. 253lP/228l/00 -2- 11-'1 2l\ . . . "Trust Indenture or Indenture" means the Trust Indenture substantially in the form attached hereto as Exhibit "A" with such changes, modifications and amendments as shall be deemed necessary by Bond Counsel. All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this Resolution of Issuance as originally executed. The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Resolution of Issuance as a whole, not to any particular Article, Section or subdivision. 1.02. Legal Authorization. The Agency Notes are 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 Agency Notes shall be designated as the "Community Redevelopment Agency of the City of Santa Ana, California, Commercial Development Revenue Notes (Philipson Project). 1.03. Findings. The Agency, does hereby find and determine, as follows: (a) the Agency is authorized by the Act to enter into the Trust Indenture and 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 Act; 253lP/228l/00 -3- A.5 2~ . . . (b) the financing that is to be provided to the Developer by the Agency in connection with the Project, will further the purposes and goals of the Act; (c) the Project is an integral part of a residential neighborhood; (d) 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 construction of the Project after April 20, 1980, the date of the Agency having 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 substantially all of the proceeds of the Bonds 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; (e) the amount necessary to finance the Project Costs requires the issuance of the Agency Notes in the total principal amount of Two Million Dollars ($2,000,000). 253lP/228l/00 -4- A-G, 2A . . . ARTICLE II AGENCY NOTES 2.01. Authorized Amount and Form of Notes. The issuance of the Agency Notes pursuant to this Resolution of Issuance and in accordance with the Trust Indenture is hereby approved. The Agency Notes shall be in substantially the form set forth in the Trust Indenture as attached hereto 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 Notes for financing the Project pursuant to the Trust Indenture and the Loan Agreement, that may be outstanding hereunder is expressly limited to an amount equal to $2,000,000. The Agency shall lend the proceeds of the Agency Notes to the Developer through the Bank pursuant to the requirements of the Trust Indenture and the Loan Agreement. 2.02. The Agency Notes Terms of the Agency Notes. shall be payable at the times and in the manner and shall bear interest at the rates as set forth in the Trust Indenture, Loan Agreement and the Agency Notes, and shall be subject to such other terms and conditions as are set forth therein. 2.03. Execution. The Agency Notes shall be executed on behalf of the Agency by the manual or facsimile signature of its Chairman and attested by the manual or facsimile signature 253lP/228l/00 -5- 1i..1 2A . . . of its Secretary and shall have the seal of the Agency affixed thereon. In case any officer whose signature shall appear on the Agency Notes shall cease to be such officer before the delivery of the Agency Notes, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. 2.04. Before delivery of the Delivery of Agency Notes. Agency Notes there shall be delivered to the Bank (except to the extent waived by the Bank) the following: (a) an executed copy of each of the following documents: (1 ) (2 ) the Trust Indenture; the Loan Agreement; (3) the Deed of Trust and Assignment of Leases, Rents and Profits; and (4) any other security 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, and to the extent required by Bond Counsel, as to the authority of the Developer to enter into the transaction and other related matters. (c) the opinion of Bond Counsel as to the validity and tax-exempt status of the Bonds in a form satisfactory to the initial purchaser thereof; 253lP/228l/00 -6- A-8' 2A ~-- I . . . . I (d) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (c) above. ARTICLE III MISCELLANEOUS 3.01. All resolutions or parts of Conflict. resolutions or other proceedings of the Agency in conflict herewith shall be and the same are repealed insofar as such conflict exists. 3.02. Severability. In case anyone or more of the provisions of this Resolution of Issuance, the Trust Indenture, the Loan Agreement or of the Agency Notes 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 Trust Indenture, the Loan Agreement or the Agency Notes, but this Resolution of Issuance, the Trust Indenture, the Loan Agreement and the Agency Notes shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. 3.04. Authentication of Transcript. The Secretry 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 Agency Notes. All such certified copies, 253lP/228l/00 -7- /7-Cf 2A . . . certificates and affidavits, including any heretofore furnished, shall constitute recitals of the Agency as to the correctness of all statements contained therein. 3.05. The forms Authorization to Execute Agreements. of the proposed Agency Notes, the Trust Indenture, the Loan Agreement and exhibits thereto are hereby approved in substantially the forms heretofore presented to the Agency; and the Chairman of the Agency is authorized to execute by manual or facsimile signature, and the Secretary to attest and the seal of the Agency to be affixed thereon, the Trust Indenture and the Loan Agreement in the name of and on behalf of the Agency and such other documents as Bond Counsel shall consider appropriate in connection with the issuance of the Agency Notes and such other documents, agreements and instruments as are necessary in the opinion of Bond Counsel to be executed on behalf of the Agency by the appropriate official or staff person of the Agency to consummate the transaction contemplated hereunder, including, but not limited to, the Agency Attorney and the Executive Director of the Agency. In the event of the absence or disability of the Chairman or the Secretaty or such other officer or employee of the Agency so authorized to act, such officers of the Agency as, in the opinion of Bond Counsel for the Agency as appointed hereunder, may act in their behalf, shall without further act or authorization of the Agency do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. 253lP/228l/00 -8- A-Ie 2A . . . 3.06. Effective Date. This Resolution of Issuance shall take effect upon adoption. PASSED, APPROVED and ADOPTED at a regular meeting of the Community Redevelopment Agency of the City of Santa Ana, held on the 2nd day of August ,1982, by the follwing vote, to-wit: AYES: Members: Acosta, Bricken, Griset, Luxembourger, McGuigan, Serrato Markel NOES: ABSENT: None The foregoing resolution is hereby approved this~ day of August , 1982. ~~ GORDON BRICKEN ATT~~ Secretary APPROVED AS TO FORM: I hereby certify that the foregoing is a full, true and correct copy of a Resolution duly passed and adopted by the Agency at a regular meeting thereof, now a matter of record in my office. Dated this day of , 1982. Secretary -9- 253lP/228l/00 A-II 2A