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HomeMy WebLinkAbout1985-010 29088-7 JHHW:JLN:bd 03/14/85 1552N \. I '-.. RESOLUTION NO. 85-JUL-IDA A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE 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 (KIMSTOCK, INC. 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 California Government Code, and is authorized under the Act to issue its tax-exempt industrial revenue bonds for the purpose of financing a manufacturing facility within the City of Santa Ana; and WHEREAS, Kimstock, Inc. (the "Company"), a California corporation, has requested the Authority to issue and sell its Variable Rate Demand Industrial Development Revenue Bonds, Series 1985 (Kimstock, Inc. Project) (the "Bonds") in the aggregate principal amount of not to exceed $3,300,000 for the purpose of prov i di ng a permanent loan to the Company to fi nance the acqu is i ti on, ~ rehabilitation, construction and improvement of a manufacturing facility including equipment and appurtenant offices, warehousing, landscaping and other improvements and faci 1 ities located at 2200 South Yale Street, Santa Ana, Ca1 ifornia (the "Project"); and WHEREAS, the City Counci 1 of the City of Santa Ana has held a publ ic heari ng 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 September 4, 1984, adopted its Resolution No. 84-7-IDA (the "Resolution"), authorizing .the issuance of Bonds for the Project, and has on November 5, 1984 adopted its Resolution No. 84-12-IDA, approving the application of the Company for Bond financing, making determi nations wi th respect thereto, and express i ng the i ntenti on of the Authority to undertake the financing of the Project; and WHEREAS, there have been presented to th is Authori 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; WHEREAS, the issuance, sale and delivery of the Bonds wi 11 further the publiC purposes of the Authority as set forth in the Act, and approval of said agreements and related documents wi 11 be in the publ ic interest and for the publiC benefit; l L L \. 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 reviewed all proceedings heretofore taken and has fou.nd, 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 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 Apri 1 1, 1985, between the Authority as Trustor and First Interstate Bank of Cal ifornia, as Trustee. '-' Section 2. Authorization of Bonds. Bonds in the aggregate principal amount of Three Million Three Hundred Thousand Dollars ($3,300,000) 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 whi ch the Bonds shall be issued is to provi de funds to make a loan to the Company for the purpose of provi di ng fi nanc i ng for the acqu is it i on, construction and improvement of the Project pursuant to the Resolution and the Loan Agreement, dated as of April 1, 1985, to be entered into between the Authori ty and the Company (the "Loan Agreement"). The Bonds sha 11 be designated the "Variable Rate Demand Industrial Development Revenue Bonds, Series 1985 (Kimstock, Inc. Project)". Section 3. Execution of Documents. The following documents (each in the form submitted to this Authority 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 Counsel to the Authority, such approval to be conclusively evidenced by the execution thereof as authorized herein) be and they are hereby approved, that the Chairman or his designee be and is hereby authorized to execute and deliver each such document, and that the Secretary of this Board is hereby authorized to affix the seal of the Authority to each such document, as may required thereby, and to attest the execution thereof: . (i) Indenture of Trust, dated as of April 1,1985, between First Interstate Bank of California, as Trustee (the "Trustee") and the Authority (the "Indenture"); (i i) Loan Agreement, dated as of Apri 1 1, 1985, between the Authority and the Company; and (i i i) Bond Purchase Agreement, dated as of Apri 1 1, 1985, among the Authority, the Company and Daily Tax Free Income Fund, Inc. '-' -2- j j l' . . I \.. L \... Section 4. Private Activity Bond Allocation. The Board of Directors hereby designates and assigns to the Bonds the amount of $3,300,000 of its Private Activity Bond Limit, heretofore received by transfer from the City of Santa Ana and the State of California 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 sold pursuant to said Bond Purchase Agreement to Da i 1 Y Tax Free Income Fund, Inc. or to such purchasers as shall be designated by The Bank of California as Remarketing Agent, and approved by the Chairman of the Authority or his designated representative, at par value in the principal amount of $3,300,000. 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 other officers of the Authority, acting alone, are hereby severally authorized to execute such certificates, agreements and other closing documents as are necessary or customary for the consummation of the transactions contemplated 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 -15tbday of 1985. April ,~' Daniel E. Griset, Chairman ATTEST: Guy, Directors: Griset Johnson Acosta Hart Luxembourger McGuigan Young Aye Aye Aye Aye Aye Aye Aye ~ -3-