HomeMy WebLinkAbout1985-017
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RESOLUTION NO. IDA 85-17
A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF SANTA ANA, CALIFORNIA
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $1,000,000
PRINCIPAL AMOUNT OF ITS FLOATING/FIXED RATE DEMAND
REVENUE BONDS, SERIES 1985 (MCFADDEN PROPERTIES PROJECT)
FOR THE ACQUISITION AND CONSTRUCTION OF
A CERTAIN MANuFACTURING FACILITY
AND PROVIDING THE TERMS AND CONDITIONS FOR
THE ISSUANCE OF SAID BOND
WHEREAS, the California Industrial Development Fi-
nancing Act of the State of California, California Government
Code Section 91500, et seq., as amended, (the "Act") permits
an industrial development authority to issue revenue bonds
for the purpose of financing the acquisition, construction
and/or rehabilitation of facilities, including both real and
personal property suitable for industrial uses such as assem-
bling, fabricating, manufacturing or processing activities
with respect to any products of agriculture, forestry, mining
or manufacturing; and
WHEREAS, the Industrial Development Authority of
the City of Santa Ana (the "Authority"). is authorized by
Ordinance No. NS-1559, duly adopted by the City of Santa Ana,
California on January 5, 1981 to exercise powers of acquir-
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ing, constructing and/or rehabilitating facilities and to
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enter into agreements for the same; and
WHEREAS, McFadden Properties, a California general
partnership, organized and existing under the laws of the
State of California and duly qualified to do business in the
State of California (the "Company"), has requested that the
Authority issue bonds for the purposes of bond issuance ex-
penses and for acquiring property and constructing thereon
a manufacturing facility to be located in the City of Santa
Ana (the "Project"); and
WHEREAS, the Authority has requested the California
Industrial Development Financing Advisory Commission to re-
view the information submitted and to be submitted by the
Authority with respect to the financing of the Project, and
said Commission has been requested to make the determinations
authorized by Section 91531 of the Act; and
WHEREAS, the Authority wishes to order, subject to
compliance with Section 91531 of the Act, the issuance and
sale of not to exceed $1,000,000 aggregate principal amount
of its Floating/Fixed Rate Demand Industrial Development
yRevenue Bonds, Series 1985 (McFadden Properties Project) for
the foregoing purposes and to authorize the execution of
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certain other related documents and agreements; and
WHEREAS, there have been presented to this meeting
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the following:
(1) Proposed form of Loan Agreement dated as of
October 1, 1985 (the "Agreement"), between the Authority and
the Company;
(2) Proposed form of Indenture of Trust dated as of
October 1, 1985 (the "Indenture"). between the Authority and
Security Pacific National Bank, as Trustee (the "Trustee"),
providing for the authorization and issuance of not to
\. exceed $1,000,000 principal amount of the Authority's
Floating/Fixed Rate Demand Industrial Development Revenue
Bonds, Series 1985 (McFadden Properties Project) (the
"Bonds");
(3) Proposed form of Preliminary Private
Placement Memorandum (the "Preliminary Memorandum");
(4) Proposed form of Remarketing Agreement dated
I. yas of October 1, 1985 (the "Remarketing Agreement"), among
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~ the Authority, the Company and BankAmerica Capital Markets
Group, Bank of America NT&SA; and
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(5) Proposed form of Placement Agency Agreement
dated as of October 1, 1985 (the "Placement Agreement") among
the Authority, the Company and BankAmerica Capital Markets
Group, Bank of America NT&SA.
NOW, THEREFORE, BE IT RESOLVED by the Board of Di-
rectors of the Industrial Development Authority of the City
of Santa Ana, California, as follows:
Section 1: The form, terms and provisions of the
Agreement be, and they hereby are, approved and, subject to
compliance with Section 91531 of the Act, the Chairman and
Vice Chairman be, and each of them, acting alone, hereby is
authorized and empowered to execute and the Secretary and
Assistant Secretary be, and each of them, acting alone, here-
by is authorized and empowered to attest and deliver the
Agreement in substantially the form presented to and con-
sidered at this meeting, with such changes therein as may be
approved by the official executing the same, such approval to
be conclusively evidenced by execution thereof.
Section 2: The form, terms and provisions of the
yIndenture be, and they hereby are, approved and, subject to
compliance with Section 91531 of the Act, the Chairman and
Vice Chairman be and each of them, acting alone, hereby is
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Assistant Secretary be, and each of them, acting alone,
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hereby is authorized and empowered to attest and deliver
to the Trustee the Indenture in substantially the form pre-
sented to and considered at this meeting, with such changes
therein as may be approved by the official executing the same,
such approval to be conclusively evidenced by execution
thereof.
Section 3: The form, terms and provisions of the
Remarketing Agreement be and they hereby are approved, and,
subject to compliance with Section 91531 of the Act, the
Chairman and Vice Chairman be, and each of them, acting alone,
\. hereby is authorized and empowered to execute and the Secre-
tary and Assistant Secretary, be and each of them, acting
alone, hereby is authorized and empowered to attest and
deliver the Remarketing Agreement in substantially the form
presented to and considered at this meeting, with such
changes as may be approved by the officials executing the
same, such approval to be conclusively evidenced by execu-
tion thereof.
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Section 4: The form, terms and provisions of Pre-
liminary Memorandum relating to the Bonds, be and it hereby
is approved and the Placement Agent is, subject to compliance
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with Section 91531 of the Act, authorized to distribute the
Preliminary Memorandum in connection with the sale of the
Bonds, and the Chairman and Vice Chairman be and each of
them, acting alone, hereby is authorized to execute and de-
liver the Preliminary Memorandum and the final Memorandum
in substantially the forms presented and considered at this
meeting, with such changes therein as may be approved by
the official executing the same, such approval to be conclu-
sively evidenced by the execution thereof.
Section 5: The form, terms and provisions of the
Placement Agreement be and they hereby are approved, and,
subject to compliance with Section 91531 of the Act, the
Chariman and Vice Chairman be, and each of them, acting
alone, hereby is authorized and empowered to execute and the
Secretary and Assistant Secretary, be and each of them, acting
alone, hereby is authorized and empowered to attest and deliver
the Placement Agreement in substantially the form presented
to and considered at this meeting, with such changes as may
be approved by the officials executing the same, such approval
to be conclusively evidenced by execution thereof.
y Section 6: This Authority approves the issuance of
the Bonds in the principal amount of not to exceed $1,000,000
in accordance with the terms of and secured by the Indenture.
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\. Payment of the principal of, any redemption premium and the
interest on the Bonds shall be made solely from the revenues
to be received by the Authority pursuant to the Agreement,
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and said Bonds shall not be deemed to constitute a debt or
liability of the Authority or the City of Santa Ana.
Section 7: subject to compliance with Section 91531
of the Act, the Chairman and Vice Chairman be, and each of
them, acting alone, are hereby authorized and directed to
execute the Bonds, in the name and on behalf of the Authority
and the Secretary and the Assistant Secretary be and each of
them, acting alone, hereby is authorized and empowered to
attest the Bonds, in the principal amount not to exceed
\. $1,000,000 in accordance with the Indenture and in the form
set forth in the Indenture; the Bonds shall bear interest at
the rate set forth in, or established pursuant to the method
set forth in, the Indenture, which is hereby approved.
Section 8: The Bonds, when so executed, shall be
delivered to the Trustee (or its authorized agent) for authen-
tication by the Trustee (or its authorized agent) pursuant to
the terms of the Indenture. The Trustee (or its authorized
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yagent) is hereby requested and directed to authenticate the
Bonds so delivered by executing the Certificate of Authentica-
tion appearing thereon, and to deliver the Bonds, when duly
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executed and authenticated, to the purchasers thereof in accor-
dance with written instructions executed on behalf of the
Authority by the Chairman or Secretary, which instructions
, said officer is hereby authorized and directed, for and in
the name and on behalf of the Authority, to execute and to
deliver to the Trustee (or its authorized agent). Such instruc-
tions shall provide for the delivery of the Bonds to the pur-
chasers thereof upon payment of the purchase price thereof.
Section 9: There is hereby specifically allocated
to the Bonds from the allocation transferred to the Authority
from the City of Santa Ana, a portion of the Industrial Develop-
ment Authority of the City of Santa Ana's Private Activity
Bond Limit for 1985 equal to the authorized face amount of
the Bonds. This allocation shall be irrevocable upon the
issuance of the Bonds. The undersigned are the public offi-
cials responsible for allocating a portion of the state private
activity bond limit to the Bonds and hereby certify under
penalty of perjury that the allocation contained herein was
not made in consideration of any bribe, gift, gratuity, or
direct or indirect contribution to any political campaign.
Section 10: All actions heretofore taken by the
officers and agents of the Authority with respect to the sale
and issuance of the Bonds are hereby approved, confirmed and
ratified, and the officers of the Authority and the City of
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Santa Ana and their authorized deputies and agents are hereby
authorized and directed, jointly and severally, to do any and
all things and to execute and deliver any and all certificates
and other documents in addition to those enumerated herein
which they or bond counsel may deem necessary or advisable in
order to consummate the issuance, sale and delivery of the
Bonds, subject to compliance with Section 91531 of the Act,
and otherwise to effectuate the purpose of this resolution.
Section 11: This resolution shall take effect im-
mediately upon its passage.
APPROVED AND ADOPTED this
21 st day of October
1985.
ATTEST:
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Daniel E. Griset
Chairman
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Janice C. Guy ;-
Secretary
DIRECTORS:
Griset
Acosta
Hart
Johnson
Luxembourger
McGuigan
Young
Aye
Aye
Absent
Absent
Aye
Ave
Ave
er
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CITY OF SANTA ANA
STATE OF CALIFORNIA
COUNTY OF ORANGE
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I, the undersigned, the duly appointed, qualified J
and acting Secretary of the Industrial Development Authority
of the City of Santa Aoa, do hereby oertify that attaohed :
hereto is a true, complete and correct copy of Resolution
NOJ.V~lr~ adopted at a duly called meeting of the Board of
Dire~ of said Authority held in accordance with the law
on~+~~ ~/. /~KS-, at which meeting a quorum was present and
acting throughout, all as appears in the records of the Board
of Directors of said Authority in my custody as Secretary of
the Authority. .
name this
IN WITNESS ~EOF, I have hereunto
/~ day of ~h~ /~j:r:
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subscribed my
(sLo~ - c cnr 6
Secretary, Industri
Development Authority
of the City of Santa Ana
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