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HomeMy WebLinkAbout1983-007 RESOLUTION NO. 83-7-IDA \... I I L A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITV OF THE CITV OF SANTA ANA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $3,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA INDUSTRIAL REVENUE BONDS (FAIRVIEW INVESTORS PROJECT) WHEREAS, the Industrial Development Authority of the City of Santa Ana (the "Authority") is an industrial development financing authority duly formed and existing under the California Industrial Development Financing Act, constituting Sections 91500 et seq. of the California Government Code (the "Law"), and is authorized under the law to issue its industrial revenue bonds for the purpose of financing industrial and research and development projects in the City of Santa Ana; and, \.,.. WHEREAS, Fairview Investors Limited (the "Company") has requested the Authority to issue and sell its industrial reve nue bonds (the "Bonds") for the purpose of providi ng a loan to the Company to finance the construction and improvement of certain facilities for industrial use, together with related facilities and equipment to be located at 2722 N. Fairview Street, in the City of Santa Ana (the "Project"); and, WHEREAS, the Authority has heretofore approved the application of the Company to finance the Project; and, WHEREAS, the Company has requested the Authority to authorize the issuance of the Bonds at this time to provide construction and permanent financing for the Project. BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AS FOLLOWS: L 1. Acts and Conditions Precedent. The Authority 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 the Authority is now empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided in this Resolution. \.,.. RESOLUTION NO. 83-7-IDA Page Two 2. Authorization. Bonds in the aggregate principal amount of not to exceed Three Million Dollars ($3,000,000) are hereby authorized to be issued by the Authority under and subject to the terms of the Law, this Resolution and the Supplemental Resolution referred to in Section 13 (the "Supplemental Resolution). This Resolution and the Supplemental Resolution constitute a continuing agreement with the holders of all of the Bonds issued or to be issued hereunder and outstanding to secure the full and final payment of principal of and premiums, if any, and the interest on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions, and conditions herein and therein contained. The purpose for which the Bonds shall be issued is to provide funds to make a loan to the Company for the purpose of providing construction and permanent financing for the construction and improvement of the Project pursuant to the Law and a loan agreement to be entered into between the Au thori ty and the Company (the "Loan Agreement"). The Bonds shall be designated the "Industrial Development Authority of the City of Santa Ana Industrial Revenue Bonds (Fairview Investors Project)". 3. Denominations and Form of Bonds. The Bonds shall be issued in the form of fully registered Bonds, and in such denominations as may be authorized by the Supplemental Resolution. The fully registered Bonds, form of assignment and certificate of authentication and registration to appear thereon, as applicable, shall be substantially in the respective forms to be set forth in the Supplemental Resolu tion. 4. Payments; Maturity. The Bonds shall be paid at such times and over such number of years as shall be prescribed in the Supplemental Resolution. Payment of both principal and interest on the Bonds shall be made to the person whose name appears on the Bond registration books of the trustee held on behalf of the Authority as the registered owner thereof. 5. Redemption. The Bonds may be subject to redemption before their respective stated maturity dates as a whole on any payment date, from payments made by the Company under the Loan Agreement in the event that interest on the Bonds becomes subject to federal income taxation, at the redemption price equal to the principal amount thereof together with accrued interest thereon to the date of redemption, plus such premium as shall be set forth in the Supplemental Resolution. The Bonds shall be subject to such further redemption provisions, if any, as shall be prescribed in the Supplemental Resolution. 6 Interest. The Bonds shall bear interest from their date at such rate or rates, not to exceed twelve percent (12%) per annum as shall be prescribed by the Authority upon the sale of the Bonds to the initial purchasers. ..J J ..., J ..., RESOLUTION NO. 83-7-IDA Page Three \... 7. Execution of Bonds. The Bonds shall be executed on behalf of the Authority by the facsimile signature of the Chairperson and attested by the manual or facsimile signature of the Secretary. Any Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of execution of such Bond shall be the proper officers of the Authority although any such person shall not have held office at the date of issuance of such Bond. I L 8. Additional Bonds. Additional Bonds on a parity with the Bonds may be issued hereunder if and as permitted under the Supplemental Resolution. \.,.. 9. Appointment of Agent. The Authority shall appoint a trustee, servicing agent or escrow agent (the "Trustee") for the purpose of receiving all revenues derived from the Project, including payments made by the Company pursuant to the Loan Agreement, and for the purpose of applying such revenues to the payment of the Bonds. The Trustee may hold a deed of trust (the "Deed of Trust") to be executed, delivered and recorded by the Company, naming the Trustee as beneficiary on behalf of the holders of the Bonds, securing the performance by the Company of its obligations under the Loan Agreement. The Agent shall be responsible for holding all funds with respect to the Bonds and collecting, investing and disbursing such funds. In an event of default (as defined in the Supplemental Resolution), all remedies of the Authority and the Bondholders as against the Company or the Project shall be exercised by the Agent as provided in the Supplemental Resolution. 10. Assignment of Trustee. The Authority shall transfer, assign and set over to the Trustee all of the revenues derived from the Project and any and all rights, privileges and obligations it has under the Loan Agreement and the Deed of Trust. Such assignment shall be for the benefit of the holders of the Bonds. f I \... 11. Limitation of Liability to Revenues. Notwithstanding anything herein or in the Supplemental Resolution contained, the Authority shall not be required to advance any moneys derived from any other source of income of the Authority or the City of Santa Ana other than the revenues derived from the financing of the Project. The Bonds are payable from and secured by such revenues only. The term "revenues" as used herein and in the Supplemental Resolution shall include all payments made by the Company under Loan Agreement, proceeds of insurance or condemnation with respect to the Project, and investment of funds held by the Trustee, but shall not include taxes or assessments paid by the Company with respect to the Project. No member, officer, agent or employee of the Authority or the City of Santa Ana shall be individually or personally liable for the payment of principal of or interest on the Bonds. \.,.. RESOLUTION NO. 83-7-IDA Page Four 12. Loan Agreement. The Authority shall, on or prior to the date of sale of the Bonds to the initial purchasers, authorize or direct the execution, by the appropriate officers of the Authority, of the Loan Agreement between the Authority and the Company. The Loan Agreement shall (1) provide the loan of Bond proceeds by the Authority to the Company, (2) provide for repayment of such loan by the Company to the Trustee at times and in amounts sufficient to pay debt service on the Bonds as it becomes due, (3) provide for mandatory or optional prepayment under such other circumstances and in such manner as shall correspond to any respective provisions of the Supplemental Resolution for mandatory or optional redemption of the Bonds, (4) require the Company to execute, deliver and record the Deed of Trust, (5) state the unconditional and absolute nature of the Company's obligations thereunder, (6) specify insurance requirements, and (7) contain such other necessary or desirable terms and provisions as may be appropriate to the financing. 13. Supplemental Resolution. The Authority shall approve a Supplemental Resolution on or before the date of sale of the Bonds to the initial purchasers, providing the form of the Bonds and such additional terms and provisions of the Bonds as the Authority shall deem advisable and which are not inconsistent with the provision hereof. Such terms and provisions may include, but are not limited to, any of the following: 1. provisions for the transfer and exchange of Bonds; 2. provisions for the establishment and application of funds for the allocation of revenues derived from the Project; 3. provisions for the investment of funds held by the Trustee; 4. provisions with respect to the exemption of interest on the Bonds from federal or State of California income taxation; 5. provisions for the amendment of this Resolution or the Supplemental Resolution with or without the consent of the holders of the Bonds; 6. provisions with respect to the rights and obligations of the Trustee and any paying agents; 7. Definition of events of default and provisions for acceleration and other remedies in any such event of default; and 8. Such other necessary and desirable terms and provisions as may be appropriate to the financing. ~ J ..., J ~ \... , L \". L \.,.. RESOLUTION NO. 83-7-IDA Page Five 14. Subject to Approval by City and Commission. The Bonds shall not be issued unless the City of Santa Ana shall approve, conditionally or unconditionally, the Project, and the issuance of the Bonds; nor shall the Bonds be issued unless California Industrial Development Advisory Commission (the "Commission") shall approve the Project and the Bonds as required by Section 91531 of the Law. 15. Authorization to Prosecute Validation Proceedings. Jones Hall Hill & white, A Professional Law Corporation, as bond counsel to the Authority in connection with the Bonds and the Project, is hereby authorized and directed to institute and prosecute to completion any proceedings in the Orange County Superior Court deemed necessary by such firm to obtain a judgment upholding the validity of the Bonds. 16. Submission to Commission. The staff of the Authority is hereby authorized and directed to submit to the Commission an application for approval by the Commission of the Bonds and the Project pursuant to said Section 91531 of the Law. 17. This resolution shall constituted a determination of substantial public benefit. 18. This resolution shall constitute a resolution of intention within the meaning of the Law. 19. This resolution shall take effect from and after the date of its passage and adoption. ADOPTED, this 7thday of November , 1983. ~i ~ I I~ Daniel E. Griset Vice-Chairman ATTEST: Ii 'c~f Janice C. Guy, ry RESOLUTION NO. 83-7-IDA Page Six ~ Luxembourger Griset Acos ta Bricken Johnson McGuigan Young Absent Aye Aye Aye A,ye Aye Aye J DIRECTORS: Approved as to form: ~ J ...,