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HomeMy WebLinkAbout1985-090 2,099-19(a)/0205S/cb 02/26/85 RESOLUTION NO. 85-90 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 1985, IN A PRINCIPAL AMOUNT NOT TO EXCEED $2,900,000 WHEREAS, the City of San Bernardino, California (the "City"), 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 App~icat1an Lor 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'1'-{ 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, Inc., Project (the "Project"), to be undertaken by Gate City - 1 - ~ 9.a- Beverage Distributors, Inc" a California corporation, or its assigns or nominee (the "Company"); and WHEREAS, the City has assigned an amount equal Million Nine Hundred Thousand Dollars ($2,900,000) of its year 1985 Private Activity Bond Limit for the purpose financing of the Project of the Company by the City; and WHEREAS, the City has acknowledged that such assignment as transferred pursuant to a Resolution entitled "Resolution of the Mayor and Common Council of the City of San Bernardino, California, Assigning a Portion of the City's Private Activity Bond Limit for Calendar Year 1985 for Use in Connection with the Gate City Beverage Distributors, Inc" Proj ect" wi 11 be irrevocable upon the issuance of the Bonds and the assignment as authorized shall expire on the ninetieth (90th) day following the adoption of said Resolution; and to Two calendar of the 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 I:.evenue bonds are to be issued hereunder in an aggregate principal amount not to exceed $2,900,000 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 1985" ( the "Bonds"). It is hereby acknowledged and recognized that the Bonds shall be secured by a three-year irrevocable standby letter of credit (the "Letter of Credit") to be issued by the Bank of Tokyo (the "Letter of Credit Bank") for the benefit of the Company and that in addition Crocker National Bank will issue a seven-year irrevocable letter of credit which will become effective upon failure by the Letter of Credit Bank to renew or replace the Letter of Credit or to obtain an appropriate substitute letter of credit where the substitute letter of credit issuer has the same or a higher rating than the Letter of Credit Bank in accordance with the terms of the Trust Indenture hereinafter mentioned, 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 - 2 - obligations of the Company to reimburse the Letter of Credit Bank for any draws under the Letter of Credit. NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER 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 wi 11 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 (the "Trustee"), securing the Bonds, dated as of March 1, 1985 (the "Trust Indenture"), and as presented to the City at 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 March 1, 1985, by and between the City and the Company (the "Loan Agreement") is hereby approved; and the Mayor and the Ci ty 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 a three-year irrevocable letter of credit (the "Letter of Credit") to be issued by the Bank of Tokyo (the "Letter of Credit Bank") for the benefit of the Company and that in addition Crocker National Bank will issue a seven-year irrevocable letter of credit which will only become effective upon failure by the Letter of Credit Bank to renew or replace the Letter of Credit or to obtain an appropriate substitute letter of credit where the substitute letter of credit issuer has the same or a higher rating than the Letter of Credit Bank in accordance with the terms of the Trust Indenture, 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. - 3 - 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. Pursuant to the Ordinance, the Bonds shall be purchased by Crocker National Bank (the "Bank") and issued as hereinafter provided in such aggregate principal amount, not to exceed $2,900,000, as shall be specified in the Bank Purchase Agreement dated as of March 1, 1985, by and between the Company and the Bank. 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 6, 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 Trust 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 7. 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. .Xayor 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 principal amount set forth hereinabove in accordance with the Trust Indenture, Section 8. The form of the Standby Bond Purchase Agreement dated as of March 1, 1985, by the City, the Company, the Bank as 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 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 9. The Mayor or the Executive Director of the Redevelopment Agency of the City of San Bernardino or other such 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 10. 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 - 4 - 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. I HEREBY CERTIFY that the adopted by the Mayor and Common Bernardino at an adjourned regular the 7th day of March to wit: foregoing resolution was duly Council of the City of San meeting thereof, held on , 1985, by the following vote, AYES: Council Members Castaneda. Hernandez. Marks, Ouiel. Frazier, Strickler NAYS: None ABSENT: None Abstain: Councilman Reillv ~ff/?ZVa~ City Clerk The foregoing resolution is hereby approved of March , 1985. Approved as to form: ~~a ~ City torney - 5 -