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Home My WebLink About1984-560 XEROX TELECOPIER 295; 12-20-84; 2:59 PM: 2136887564 + 7148889413 ; . 2 , San Bernac~ino 54333-000-4 RESOLUTION NO. ~560 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY or SAN BERNARDINO, CALIFORNIA, APPROYING A CERTAIN FINANC- ING PURSUANT TO ORDINANCE NO. 3815 OF THE CITY, AUTHORIZING AND PROYIDING FOR THE ISSUANCE or ITS CITY OF SAN 8ERNARDINO, INDUSTRIA~ DEVELOPMENT RIVENUE BONDS, SERIES 1984A (ANDRESON BUILDING PROJECT), rOR THE PURPOSE or PROVIDING FUNDS rOR THE ACQUISITION AND CONSTRUCTION OF SUCH 'ROJECT/ APPROVING A CERTAIN TRUST INDENTURE WHICH ClEAT!S A TRUST BSTATE AND MAXES CERTAIN PROYI- SIONS THEREFOR AND FOR THE BONDS, APPROVING A CERTAIN LOAN AGREEMENT WITH RIO BERNARD, A CALIFORNIA LIMITED PARTNERSHIP, APPROVING A rORM or BOND PURCHASE AGREEMENT AND AUTHORIZING ITS EXECUTION; AUTHORIZING SUCH OTHER RELATED DOCUMENTS AND FURTHIR ACTION AS MAY BE NECESSARY TO CONCLUDE THI ISSU- ANCE, SALE AND DELIVERY or SUCS BONDS, AND MAKING CIRTAIN FINDINGS AND DETER- MINATIONS IN CONNECTION THEREWITH (ANDRESON BUILDING PROJECT) WBIREAS, the City of San 8ernard1no (the .City") is a "home rule city. duly organized and existing under and pursuant to a Charter adopted under the provisiona of tn. Conatitut1on of the Stat. of California, and 1 U-C2-JWB-355.17 12-20-84 (Ckd) I :2 /..;) (J /),c ,I :# /' -t,,-, .) i"\ .'! ~-' , , ", ~c /~' San aernardino 54333-000-2 WHEREAS, pursuant to its home rule powers, the City duly and regularly enacted Ordinance No. 3815, as amended (the "Ordinance") to finance variOUS types of pro- jects, as defined in the Ordinance, and to issue its special revenue bonds for the purpose of paying the cost of financ- ing such projects; and WHEREAS, there was filed with the City an appli- cation (the "Application"), pursuant to the provisions of the Ordinance, by Rio Bernard, a California limited partner- ship (referred to herein as the "Company.),' requesting the issuance of revenue bonds for the purpose of financing, pur- suant to the Ordinance, the cost and expense of acquisition and construction of a certain Project, as more particularly described in said Application; and .... WHEREAS, the Application was reviewed and the plan of financing was found to comply with the spirit, intent and provisions of the Ordinance, and it has been determined that the City should proceed with the financing; and 2 26-C2-JWB-355.17 12-19-84 (ckd) San Bernardino 54333-000-2 WHEREAS, the Mayor and Common Council has directed and authorized the City Clerk to file a statement with the Internal Revenue Service in Fresno, California, declaring the intent of the City to have the $10,000,000 limitation of Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, apply to the Bonds; and WHEREAS, pursuant to the Tax Equity and Fiscal Responsibility Act of 1982, the issuance of the Bonds was approved by an elected representative of the City after a public hearing; and WHEREAS, the subject matter of the Hearing was the proposed financing by the City pf the Project as above set forth; and WHEREAS, at the time and place stated in said Notice, the financing of the Project was presented, and any and all persons who so desired appeared and were heard, and the Mayor and Common Council were fully informed in the pre- mises; and 3 26-C2-JWB-355.17 12-19-84 (ckd) San Bernardino 54333-000-2 WHEREAS, the Mayor and Common Council approved the financing and must now authorize the execution of various documents in connection with the issuance, sale and delivery of such Bonds. NOW, THEREFORE, THE MAYOR AND COMMON COUNSEL OF THE CITY OF SAN BERNARDINO DO HEREBY FIND, RESOLVE, DETER- MINE AND ORDER AS FOLLOWS: Section 1. The recitals set forth hereinabove are true and correct in all respects, and all actions thereto- fore taken by or at the direction of the City and its offi- cers directed .toward the sale and issuance of the Bonds therefor are hereby approved and ratified. Section 2. The City hereby determines that the Project proposed by the Company, as described in the recit- als hereof, is in compliance with the purposes of the law and the criteria established pursuant thereto. Section 3. The financing of the Project as des- cribed above and as described in the Application is hereby authorized and approved. 4 26-C2-JWB-355.17 12-19-84 (ckd) San Be:!:"nardino 54333-000-3 Section 4. The issuance by the City of its "City of San Bernardino, Industrial Development Revenue Bonds, Series 1984A (Andreson Building Project)," in an amount presently estimated to be $4,900,000, but in any event, not to exceed $10,000,000, and at an interest rate or rates not to exceed thirteen and one-half percent (13-1/2%) per annum, or such lesser rate if such is required by the usury limita- tions applicable in the ~tate of California, is hereby approved. 'The Bonds shall be issued in substantially the form and in accordance with the terms of the Trust Inden- ture, between the City and Trust Services of America, Inc., a California corporation [or some other equally qualified Tr~stee] (the "'1'rustee"). A form of Trust Indenture has been presented to the Mayor and Common Council and has been reviewed. The Mayor and Common Council, acting for and on behalf of the City, hereby approve the Trust Indenture with the Trustee, substantially in the form attached hereto as Exhibit A and with such corrections, changes, modifications, additions or deletions as may be approved and recommended by the ~ty Attorney and the City's Bond Counsel, Kindel & Anderson by James Warren Beebe, A Law Corporation ("Bond Counsel"), to the Mayor, or, in his absence or disability, his designated representative, and approved by him, his 5 26-C2-JWB-355.17 12-19--84 (ckd) 3an Ber~acdino 54333-000-2 execution thereof to be conclusive eVldence of his approval. The Mayor, or, in his absence or disability, his designated representative, and the City Clerk are hereby authorized and directed to execute such final Trust Indenture when the same shall have been prepared for execution, with the seal of the City to be affixed thereto. The Bonds will be sold to First Boston Corporation (the "Purchaser") upon such terms and conditions as are provided in the Bond Purchase Agreement hereafter approved. Section S. None of the Bonds issued by the City pursuant to the Indenture shall be deemed to constitute a debt or liability of the City, or a pledge of the faith and credit of the City, but shall be payable solely from the revenues and other funds, if any, provided therefor in the Indenture. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for their payment. All Bonds shall con- tain on the face thereof a statement to the following effect: 6 26-C2-JWB-35S.17 12-19-84 (ckd) , . San aecnacdlno 54333-000-2 . "Neither the faith and credit nor the taxing power of the City of San Becnardino is pledged to the payment of the principal of, premlum, if any, or interest on this Bond, nor is the City of San Bernardino in any manner obli- gated to make any appropriation for pay- ment." Section 6. A form of Loan Agreement has been pre- sented to the Mayor and Common Council and has been reviewed. The Mayor and Common Council, acting for and on behalf of the City, hereby approve the Loan Agreement with the Company, substantially in the form attached hereto as Exhibit B and with such corrections, changes, modifications, additions or deletions as may be approved and recommended by the City Attorney and Bond Counsel to the Mayor, or, in his absence or disability, his designated representative, and approved by him, his execution thereof to be conclusive evidence of his approval. The Mayor, or, in his absence or disability, his designated representative, and City Clerk 7 26-C2-JWB-355.17 12-19-84 (ckd) . San Bernardino 54333-000-2 . are hereby authorized and directed to execute SUC9 final Loan Agreement when the same shall have been prepared for execution with the seal of the City to be affixed thereto. Section 7. A form of Bond Purchase Agreement has been presented to the Mayor and Common Council and has been reviewed. The Mayor and Common Council, acting for and on behalf of the City, hereby approves the Bond Purchase Agree- ment, substantially in the form attached thereto as Exhibit C and incorporated herein by reference, with such correc- tions, changes, mOdifications, additions or deletions as may be approved and recommended by the City Attorney and Bond Counsel to the Mayor, or, in his absence or disability, his designated representative, and approved by him, his execu- .tion thereof to be conclusive evidence of his approval. The Mayor, or, in his absence or disability, his designated representative, and City Clerk are hereby authorized and directed to execute such final Bond Purchase Agreement when the same shall have been prepared for execution, with the seal of the City to be affixed thereto. 8 26-C2-JWB-355.17 12-19-84 (ckd) Section 8. The Mayor, the City Clerk, the Executive Director of the Redevelopment Agency of the City and such other City officers and employees as are appropriate are authorized and directed to execute such other documents and take such further action as shall be consistent with the intent and purpose of this resolution and shall be needed to conclude the issuance, sale and delivery of the Bonds. Section 9. This resolution shall take effect immediately upon its passage. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Ber- nardino at an adjourned regular meeting thereof, held on the 'JOt];) day of D~cember , 1984, by the following vote, to wit: AYES: Council Members RA; ll)t. M;:<Irkc: . FrQ7;Ar. ~Tr;~~lo~ NAYS: None ABSENT: Council Members Castaneda. Hernandez. Ouiel Ulo?/hA"4~~..... / City Clerk The foregoing resolution is hereby approved this day of nA,..~mh~r , 1984. Approved as to form: /;~~~ City A torney