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HomeMy WebLinkAbout1984-555 2,099-19/0205S/ds 12/19/84 RESOLUTION NO. 84-555 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE AUTHORIZATION, SALE AND ISSUANCE OF ITS CITY OF SAN BERNARDINO, CALIFORNIA FLOATING/FIXED RATE INDUSTRIAL DEVELOPMENT BONDS (GATE CITY BEVERAGE DISTRIBUTORS, INC., PROJECT) SERIES 1984, IN A PRINCIPAL AMOUNT NOT TO EXCEED $3,100,000 WHEREAS, the City of San Bernardino. California (the "Ci ty") , is authorized and empowered by Ordinance No. 3815, as amended (the "Ordinance"), to finance various types of projects and to issue industrial development revenue bonds for the purpose of assisting developers in the acquisition, construction and rehabilitation of such projects; and WHEREAS, the Ordinance is intended to provide a means for the City to assist in the financing of the development of industry and commerce and to thereby broaden the employment opportunities for residents of the City and its tax and revenue base; and WHEREAS, the City has accepted an Application for Financing from the hereinafter referred to Company, known as Gate City Beverage Distributors, Inc., pursuant to and in accordance with the provisions of the Ordinance; and WHEREAS, the City has, by the approval of the Mayor and Common Council after a duly noticed public hearing held on October 1, 1984, adopted its Resolution entitled "Resolution of the Mayor and Common Council of the City of San Bernardino. California, Making Certain Findings and Determinations in Connection with a Public Hearing on the Issuance of Approximately 3.100,000 Principal Amount of Industrial Development Revenue Bonds (Gate City Beverage Distributors, Inc., Project)" and found and determined that the purposes and intent of the Ordinance will be furthered by the issuance by the City of its revenue bonds as provided therein and has approved the Application for Financing on file with the City; and WHEREAS, the City has, by said approval of said Resolution, indicated its intent to issue its industrial development revenue bonds for the purpose of financing the acquisition and rehabilitation of an approximately 26,000 square foot warehouse and the further additional construction of 38,000 square feet of warehouse facilities and 15,000 square feet of office space located within the City. identified as Gate City Beverage Distributors, - 1 - Inc., Project (the "Project"), to be undertaken by Gate City Beverage Distributors, Inc., a California corporation, or its assigns or nominee (the "Company"); and WHEREAS, all acts, conditions and things required by the Ordinance, and by all other laws of the State of California, to exist, to have happened and to have been performed precedent to and in connection with the issuance of the aforesaid industrial development revenue bonds exist, have happened, and have been performed in regular and due time. form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law. to issue such revenue bonds for the purpose, in the manner and upon the terms herein provided; and WHEREAS, said industrial development revenue bonds are to be issued hereunder in an aggregate principal amount not to exceed $3,100,000 for the purpose, among others. of assisting the Company in acquiring and rehabilitating the Project in a manner consistent with the Ordinance and are to be designated as the "City of San Bernardino, California. Floating/Fixed Rate Industrial Development Bonds (Gate City Beverage Distributors, Inc., Project) Series 1984" (the "Bonds"). It is hereby acknowledged and recognized that the Bonds shall be secured by an irrevocable standby letter of credit (the "Letter of Credit") to be issued by Crocker National Bank for the benefit of the Company and confirmed by the Bank of Tokyo (the "Letter of Credit Bank"), and all documents and agreements as approved by this Resolution shall be deemed to include such provisions and the same shall be included within the final documents and agreements so delivered at the time of the issuance and delivery of the Bonds. The Company and the Letter of Credit Bank shall execute such Reimbursement Agreement as may be necessary to secure the obligations of the Company to reimburse the Letter of Credit Bank for any draws under the Letter of Credit. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AS FOLLOWS: Section 1. true and correct. The above recitals. and each of them, are Section 2. The City hereby finds and determines that the public purpose of increasing the employment opportunities and the tax and revenue base in the City of San Bernardino will be furthered hereby, and this Resolution is being adopted pursuant to the powers granted by the Ordinance. Section 3. The Trust Indenture by and between the City and Manufacturers Hanover Trust Company, as Trustee, securing the Bonds, dated as of December 1, 1984, and as presented to the City at - 2 - this meeting is hereby approved; and the Mayor and the City Clerk are hereby authorized and directed, for and in the name of the City, to execute such Trust Indenture. Said Trust Indenture shall be executed in substantially the form hereby approved, with such changes therein as the officers executing the same may approve prior to the issuance and delivery of the Bonds with the approval by Bond Counsel of any changes, amendments or modifications, and such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The proposed form of the Loan Agreement dated as of December 1, 1984, between the City and the Company is hereby approved; and the Mayor and the City Clerk are hereby authorized and directed, for and in the name of the City, to execute such Agreement with the Trustee and the Company. Said Agreement shall be executed in substantially the form hereby approved, with such changes therein as the officers executing the same may approve with the approval thereof by Bond Counsel, and such approval to be conclusively evidenced by the execution and delivery thereof. It is hereby acknowledged and recognized that the Bonds shall be secured by an irrevocable standby letter of credit (the "Letter of Credit") to be issued by Crocker National Bank for the benefit of the Company and confirmed by the Bank of Tokyo (the "Letter of Credit Bank"), and all documents and agreements as approved by this resolution shall be deemded to include such provisions and the same shall be inluded within the final documents and agreements so delivered at the time of the issuance and delivery of the Bonds. The Company and the Letter of Credit Bank shall execute such reimbursement agreement as may be necessary to secure the obligations of the Company to reimburse the Letter of Credit Bank for any draws under the Letter of Credit. Section 5. The Investment Letter relating to the purchase of the Bonds as shall be provided prior to the time of the purchase of the Bonds with such changes thereto as may be approved by the Mayor or the Executive Director of the Redevelopment Agency of the City of San Bernardino and Bond Counsel is hereby approved; and the distribution of such Investment Letter is hereby authorized, together with such changes or modifications as deemed desirable by Bond Counsel and the Mayor or the Executive Director of the Redevelopment Agency of the City of San Bernardino. The Mayor is hereby authorized to execute and deliver said Investment Letter at such time that such Investment Letter is distributed, and the execution thereof shall be deemed to be the final approval of same by the City. Section 6. The proposed form of the Remarketing Agreement by and among the City, the Company and Crocker National Bank (the "Remarketing Agent") presented at this meeting is hereby approved, and the Mayor and the City Clerk are hereby authorized and - 3 - directed for and in the name and on behalf of the City to execute such Agreement in said form with such changes therein as the officers executing the same may approve with the approval thereof by Bond Counsel, such approval to be conclusively evidenced by the execution thereof. Section 7. Pursuant to the Ordinance, the Bonds shall be purchased and issued as hereinafter provided in such aggregate principal amount, not to exceed $3,100,000, as shall be specified in the Investment Letter which will be provided prior to the purchase of the Bonds. The purposes for which the proceeds of the Bonds shall be expended are for the loan of the Bond proceeds to the Company, through the Trustee to assist the Company in the acquisition and rehabilitation of the Project and for such other purposes as are set forth in the proposed form of Trust Indenture presented at this meeting. Section 8. Manufacturers Hanover Trust Company, is hereby appointed and designated to serve as Trustee for the City and the owners of the Bonds, with the duties and powers of such Trustee as set forth in the Indenture and the City shall enter into such agreement with the Trustee for the payment of fees which fees shall only be payable from amounts so available pursuant to the Trust Indenture and not any other assets or funds of the City. Section 9. The form of the Bonds as set forth in the Trust Indenture (as the Trust Indenture may be modified as hereinbefore provided) is hereby approved. The Mayor and the City Clerk are hereby authorized and directed to execute by manual or facsimile signature, in the name and on behalf of the City and under its seal, such Bonds in the aggregate not to exceed the pr inc ipal amount set forth hereinabove in accordance with the Trust Indenture. Section 10. The form of the Tender Agent Agreement by and among the Trustee, the Issuer, the Remarketing Agent, the Standby Bond Purchaser and Manufacturers Hanover Trust Company (the "Tender Agent") presented at this meeting is hereby approved, and the Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute such Agreement in said form with such changes therein as the officers executing the same may approve with the approval thereof by Bond Counsel, such approval to be conclusively evidenced by the execution thereof. Section 11. The form of the Standby Bond Purchaser Agreement by and among the Trustee, the City, the Tender Agent, the Company, the Remarketing Agent, Crocker National Bank (the "Standby Bond Purchaser") and the Letter of Credit Bank presented at this meeting is hereby approved, and the Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute such Standby Bond Purchase Agreement in said - 4 - form with such changes therein as the officers executing the same may approve with the approval thereof by Bond Counsel, such approval to be conclusively evidenced by the execution thereof. Section 12. The form of the Indexing Agent Agreement presented at this meeting and the appointment and designation of Kenny Information Systems, a limited partnership, to serve as Indexing Agent in connection with the above-referenced Bonds is hereby approved. The Mayor and the City Clerk are hereby authorized and directed to execute, in the name and on behalf of the City, such Indexing Agent Agreement in said form with such changes therein as the officers executing the same approve with the approval thereof by Bond Counsel, such approval to be conclusively evidenced by the execution thereof. Section 13. The proposed form of the Mortgage and Security Agreement by and among the Company, the City and the Letter of Credit Bank as Mortgagee presented at this meeting is hereby approved, and the Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute such Mortgage and Security Agreement in said form with such changes therein as the officers executing the same may approve with the approval thereof by Bond Counsel, such approval to be conclusively evidenced by the execution thereof. Section 14. The form of the Guaranty Agreement by and among the Company, Aronoff Properties (the "Corporate Guarantor"), the Issuer, the Trustee, and the Letter of Credit Bank presented at this meeting is hereby approved, and the Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute such Guaranty Agreement in said form with such changes therein as the officers executing the same may approve with the approval thereof by Bond Counsel, such approval to be conclusively evidenced by the execution thereof. Section 15. The Mayor or the Executive Director of the Redevelopment Agency of the City of San Bernardino or other City official is hereby authorized and directed to execute one or more requisitions authorizing the Trustee under the aforesaid Trust Indenture to pay the Costs of Issuance for the Bonds from the Funds and Accounts established under and pursuant to the Trust Indenture. Section 16. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all documents, including the Bonds, which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, and otherwise to effectuate the purposes of this Resolution; and any such actions as previously taken by such officers in furtherance of the issuance and delivery of the Bonds are hereby ratified and confirmed. - 5 - I HEREBY CERTIFY that the adopted by the Mayor and Common Bernardino at an adjourned reqular the 19th day of December to wit: foregoing resolution was duly Council of the City of San meeting thereof, held on , 1984, by the following vote. AYES: Council Members Marks. Ouiel. Frazier strickler NAYS: None ABSENT: Council Member Castaneda, Herriari~p.7.. ABSTAIN: Council Member Reilly c~~Afab// of The foregoing resolution is December , 1984. s( day Approved as to form: /~;wO~ City A torney - 6 -