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HomeMy WebLinkAbout1988-002 I , ~ ~ L RESOLUTION NO. IDA 88-2 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA APPROVING AND AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, AND OTHER RELATED DOCUMENTS, ASSIGNING PRIVATE ACTIVITY BOND LIMIT AND AUTHORIZING CERTAIN ACTIONS RELATING THERETO (NEWPORT ELECTRONICS, INC.) RESOLVED, by the Industrial Development Authority of the City of Santa Ana, California as follows: 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 industrial and manufacturing projects within the City of Santa Ana; and WHEREAS, Newport Electronics, Inc. (the "Company"), a California corporation, has requested the Authority to issue and sell its Variable Rate Demand Industrial Development Revenue Bonds, Series A (the "Bonds") in the aggregate principal amount of $6,500,000 for the purpose of providing a loan to the Company to finance the acquisition, construction, improving or equipping of a manufacturing facility and appurtenant improvements structures, facilities and equipment located at 2229 South Yale Street, Santa Ana, California (the "Project"); and WHEREAS, the City Council of the City of Santa Ana has held a public hearing on the question of whether the Authority should issue the Bonds, and all persons wishing to be heard on such question have been heard; and WHEREAS, the Authority has heretofore on November 15,1988 adopted its Resolution No. IDA 88-2 , authorizing the issuance of Bonds for the Project, approving the application of the Company for bond financing, making determinations with respect thereto, and expressing the intention of the Authority to undertake the financing of the Project; and WHEREAS, there have been presented to this Authority certain 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 financing for the Project; 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; , I ! I , \... I 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 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 Board of Directors is now duly empowered, pursuant to each and every requirement of the 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 November 1, 1988, between the Authority and Security Pacific National Bank of California 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 providing financing for the acquisition, construction and equipping the Project pursuant to the Resolution and the Loan Agreement, dated as of November 1, 1988, to be entered into between the Authority and the Company (the "Loan Agreement"). The Bonds shall be designated the "Industrial Development Authority of the City of Santa Ana, Variable Rate Demand Industrial Development Revenue Bonds, Series 1988A (Newport Electronics, Inc. Project)". Section 3. Execution of Documents. The following documents (each in the form submitted to this Authority, 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 the Executive Director's 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 the Chairman's 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 documents as may be required thereby, and to attest the execution thereof: (i) Indenture of Trust, dated as of November 1, 1988, between Security Pacific National Bank (the "Trustee"); (ii) Loan Agreement, dated as of November 1, 1988, between the Authority and the Company; (iii) Remarketing Agreement, dated as of November 1, 1988, by and among the Developer, the Authority and the Bank of America, N.T. & S.A. (the "Placement Agent"); (iv) Private Placement Memorandum, dated November 7, 1988; (v) Placement Agent Agreement, dated as of November 7, 1988, by and between the Placement Agent and the Authority; r \.., l (vi) Deed of Trust, dated as of November 1, 1988, to be executed by the Developer; and (vii) Pledge and Security Agreement, by and among, the Developer, PRIVATbanken and the Trustee, dated as of November 1, 1988. Section 4. Private Activity Bond 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 sold to such purchasers as shall be designated by Bank of America, N.S. & T.A., as Placement Agent and Remarketing Agent, and approved by the Chairman of the Authority or his designated representative, at par value in the principal 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 other officers of the Authority acting alone, are hereby severally authorized to execute such certificates, agreements and other 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 15th day of AYES: and in favor thereof: November, 1988. Directors Young, Pulido, May, Griset NOES: Directors - None ABSENT: Directors - Acosta, Hart, McGuigan ATTEST: fib.. S re ary APPROVED AS TO -f~d I . FORM: C~~ ___0.-,-,"'--" __ .-.-' --- ._- -~---