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HomeMy WebLinkAbout1985-009 L ~ l JHH~:JLN:cp 02/15/85 1486N "" RESOLUTION NO. 85--2--IDA A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THi CITY OF SANTA ANA APPROVING AND AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST AND A LOAN AGREEMENT, ASSIGNING PRIVATE ACTIVITY BOND LIMIT, AWARDING THE SALE OF BONDS, AND AUTHORIZING CERTAIN ACTIONS RELATING THERETO (MICROSEMI CORPORATION PROJECT> WHEREAS, the Industrial Development Authority of the City of Santa Ana (the "Authority") is a public, corporate instrumentality of the State of California duly formed under and pursuant to the California Industrial Development Financing Act (the "Act"). 'as amended, Title 10 of Cal ifornia Government Code, and is authori zed under the Act to issue its tax-exempt industrial revenue bonds for the purpose of financing industrial and manufacturing projects within the City of Santa Ana; and WHEREAS, Microsemi Corporation (the "Company"), a Delaware corporation, has requested the Authority to issue and sell its 1985 Industrial Development Revegue Bonds (Microsemi Corporation Project) (the "Bonds") in the aggregate principal amount of not to exceed $6,500,000 for the purpose of providing a permanent loan to the Company to finance the acquisition, construction, and rehabilitation of. a manufacturing facility and appurtenant improvements, structures, facilities and equipment, located at 2830 South Fairview Street, Santa Ana, California (the "Project"); and WHEREAS, the City Counci 1 of the Ci ty of 5anta Ana has he ld a pub 1 i c hearing on the question of whether the Authori ty should issue the Bonds, and all persons wishing to be heard on such question have been heard; and WHEREAS, the Authority has heretofore, on Sept. 4th, 1984, adopted its Resolution No. 84- 8-IDA (the "Resolution"), authorizing the issuance of Bonds for the Project, and has on November 5,1984 adopted its Resolution No. 84-13-IDA, approving the application of the Company for Bond financing, making determinations w.ith respect thereto. and expressing the intention of the Authority to undertake the financing of the Project; and WHEREAS, there have been presented to th is Author i ty certa in 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 Authority has reviewed such agreements and related documents; and WHEREAS, the Company has complied with all applicable requirements of the Act and the Resolution and has requested the Authority to issue the Bonds at this time to provide permanent financing for the Project; ~ I L L "" WHEREAS, the issuance, sale and delivery of the Bonds will further the public purposes of the Authority as set forth in the Act, 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 Board of Directors of the Industrial Development Authority of the City of Santa Ana as follows: Section 1. Acts and Conditions Precedent. The Board of Directors has revi ewed all proceedi ngs heretofore taken and has found, as a resul t 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 Board of Directors is now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided in this Resolution and in the Indenture of Trust (the "Indenture"), dated as of February 1, 1985, between the Authority as Trustor and First Interstate Bank , as Trustee. Section 2. Authorization of Bonds. Bonds in the aggregate principal amount of Six Million Five Hundred Thousand Dollars ($6,500,000) are hereby authorized and directed to be issued by the Authority under and subject to the terms of the Resolution, the Indenture. and this Resolution. The purpose for which the Bonds shall be issued is to provide funds to make a loan to the Company for the purpose of prov i dtng fj nanc i ng for the acqui s iti on, construction and improvement of the Project pursuant to the Resolution and the Loan Agreement, dated as of February 1, 1985, to be entered into between the Authority and the Company (the "Loall Agreement"). The Bonds shall be designated the "Industrial Development Authority of the City of Santa Ana, 1985 Industrial Development Revenue Bondls (Microsemi Corporation Project)". Section 3. Execution of Documents. The following documents (each in the form submi tted to thi s Authori ty or in such form, together with such changes therein as may be deemed necessary or advisable and not adverse to the Authority, as shall be approved by the Executive Director or his designated representative upon the advice of Bond tounsel to the Authority, such approval to be conclusively evidenced by the exe~tion thereof as authorized herein) be and they are hereby approved, that tine Chairman or his designee be and is hereby authorized to execute and deli!l'er each such document, and that the Secretary of tnis Board is hereby authorized to affix the seal of the Authority to each such document, as maf required thereby, and to attest the execution thereof: '--' (1) Indenture between "Trustee") of Trust, dated as First Interstate Bank and the Authority ~the of February I, , as Trustee "Indenture"); 1985, (the (ii) Loan Agreement, dated .as of Webruary 1, 1985, between the Authority and the Company; ani (i i 1) Bond Purchase Agreement, da1l!d as of February I, among the Authority, the Company and Merri 11 Pierce, Fenner & Smith, Incoqorated. "" 2 1985, Lynch, , i --,~ l L ~ Section 4, Private Activi ty BOTI,d Allocation. The Board of Directors hereby designates and assigns to the Bonds the amount of $6,500,000 of its Private Activity Bond Limit, heretofore received by transfer from the City of Santa Ana for such purpose, and each member of the Board hereby represents and warrants that such allocation is not made in consideration of any bribe, gift, gratuity or direct or indirect campaign contribution. Section 5. Award of Sale. The Bonds shall be Bond Purchase Agreement to such purchasers as shall be Lynch, Pi erce, Fenner & Smi th, Incorporated, as Remarketing Agent, and approved by the Chairman of designated representative, at par value Tn the principal sold pursuant to said designated by Merrill, Pl acement Agent and the Au thor ity or his amount of $6,500,000. Section 6. Official Action. The Chairman, the Executive Director, the Finance Officer, the Secretary of this Board, the Economic Development Analyst and each of them, and any and all otlner officers of the Authority, acting a lone, are hereby severally authodzed to execute such certi fi cates, agreements and other closing documents as are necessary or customary for the consummati on of the transacti ons contenpl ated by the documents enumerated in Section 3 of this Resolution. Section 7. Effective Date. This Resolution shall take effect immediately upon its passage and adoption. .*.*..... ADOPTED, this 18th day of n-larch ~ Illniel . Griset, Chairman ATTEST: ~ C. Guy, Secretary Directors: Griset Johnston Acosta Hart Luxembourger McGuigan Young k;ie lW' !We 'W'- Ay? lW" 7W? Counsel "" 3