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HomeMy WebLinkAboutResolutions 9872A N.C.S. 08/15/1983. ;;:_ . , ...- - l~esolu~ion No. 9872A N. C. s. of the City of Petaluma, California RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF PETALUMA INDUSTRIAL DEVELOPMENT REVENUE BONDS, 1983 SERIES A (HUNTER STREET, INC. PROJECT) WHEREAS, the City of Petaluma (the "City") has, by Ordinance No. 1520, enacted the City of Petaluma Economic Development Revenue Bond Law (herein called the "Law"), authorizing and establishing a procedure for. the sale and issuance of revenue bonds.or other evidences of .indebtedness by the City for the purpose of, making loans to partci"pating parties to finance facilities maintained and operated. for industrial, commercial, business and other puposes specified in the Law; WHEREAS, the City Council of the City has, by Resolution No. 9693NCS adopted by the Council on March 14, 1983, given preliminary approval for the issuance of such bonds or other evidences of indebtedness to fund a .loan to Hunter Street, Inc. (the "Company") (then referred to as "Russell Berrie," who is the sole shareholder of the Company) to finance the acquisition and construction of a central warehouse and wholesale distribution center, comprised of a new building with approximately 98,600 square feet of floor space, equipment (including .conveyer systems,. fork lift trucks and racks) and. approximately 6.25 acres of land located on Lot 1, Unit A, Map of Oakmead North Bay Park in the City (the "Project") for the Company, which will lease 9872A Page 1 of 7 a the Project to Russ Berrie & Company West, Inc., and authorized proper officers of the City to proceed to prepare or cause to be prepared the documentation for such purpose; WHEREAS, the authority of the City to finance the Project pursuant to the Law has been preempted by legislation (Senate Bill 323) adopted~by the California Legislature in July of this year, but would be restored by further legislation (Assembly Bill 1863) now pending before the Legislature; 'WHEREAS, pursuant to Section 103(k) of the Internal Revenue Code, as amended (the "Code"), bonds issued pursuant to the Law are required to be approved by an elected representative of the issuer of such bonds, following a public hearing; WHEREAS, this City Council is the elected legislative body of the City of Petaluma; WHEREAS, the Project is located wholly within the City of Petaluma; WHEREAS, the City caused a notice to appear in the Argos Courier, which is a newspaper of general circulation in the City on August 1, 1983, to the effect that a public hearing would be held by this City Council on August 15; 1983 regarding the issuance of bonds for and the nature and location of the Project; and WHEREAS, this City Council-held the said public hearing on such date, at which time an opportunity was 2 Reso. 9872A Page 2 of 7 provided to present arguments both for and against the issuance of such bonds and the nature .and location of the Project; NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Petaluma, as follows: Section_1. Subject to the prior adoption and effect of state legislation which would again permit the City to finance the Project pursuant to the Law, revenue bonds of the City, designated "City of Petaluma Industrial Development Revenue Bonds, 1983 Series A (Hunter Street, Inc. Project)" in an aggregate principal amount not to exceed $4,000,000 (herein called the "Bonds"), are authorized to be issued. Section 2. The proposed form of loan agreement (the "Loan Agreement") between the City and the ,Company, presented to this meeting, is hereby approved. The City Manager is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver a loan agreement in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The ,proposed form of t-rust indenture (the "Indenture") between the City~~and Midlan.tic National Bank, as trustee. (the "Trustee"), presented to this meeting, is hereby .approved.. The City Manager is hereby authorized and directed., f.or and in the name. and on behalf of the City, 3 Reso. 9872A Page 3 of 7 to execute,. acknowledge and deliver a trust indenture in substantially said form, with such changes therein~as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date, maturity dates, interest rate or rates, interest payment dates, terms of redemption and other terms of the Bonds thereto shall be as provided in the Indenture as finally executed. Section 4. The proposed form o`f.bond purchase contract (the "Bond Purchase Contract") among the City., the Company and Midlantic National Bank,- as purchaser of the Bonds (the "Purchaser"), presented to this meeting, is hereby approved. 'The City Manager is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver a bond purchase contract in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The proposed form of construction trust deed (the "Deed. of Trust") from the Company to 'a deed of trust trustee, for-the benefit of the Trusaee, presented to this meeting, is hereby approved. The City Manager is hereby authorized and directed, for and in the name and on behalf of the City, to approve such changes therein as such officer and the City Attorney may require or approve. 4 Reso. 9872A Page 4 of 7 Section 6. The proposed form of guaranty agreement (the "Guaranty Agreement") from Russ Berrie & Company, Inc. to the Trustee, presented to this meeting, is hereby approved. The City Manager is hereby authorized and directed, for and in the name and on behalf of the Gity, to approve such changes in the Guaranty Agreement as such officer and the Cit"y Attorney may require or approve. Section 7. Forms of the proposed Loan Agreement, the Indenture., the .Bond Purchase Contract., the Deed of Trust and the Guaranty Agreement are on file in the office of the City Clerk. Section _8. Bonds in an aggregaate principal amount not. to exceed $4,000;,,000 shall be executed by the manual or facsimile signatu-re of the Mayor, the seal of the City shall be affixed or imprinted thereon and attested by the manual or facsimile signature o'f the City Clerk, in forms set forth in and otherwise in acco"rdance with said Indenture. The seal of the City may be reproduced in facsimile form. S"ecton 9. The Bonds, when so executed, shall be delivered. to the Trustee for authentication, The Trus ee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the ,Purchaser in accordance with written instructions executed. on behalf of the City by the City Manager, wh-ch instructions said officer is hereby 5 Re o. 9872A Page 5 of 7 authorized and directed, for and in the name and on behalf of the City,- to execute and deliver to the Trustee. Such. instructions shall provide for the delivery of the Bonds to the Purchaser upon payment of the purchase price thereof. Section 10. The City Clerk is hereby authorized and directed to attest the signatures of the Mayor and the City Manager and to affix and attest the seal of the City as may be requested in connection with the .execution and delivery of the Bonds and said Loan Agreement, Indenture and Bond Purchase Contract in accordance with this resolution. Section 11. The officers of City~are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and. all documents which they may deem necessary or advisable in order to consummate the is uance, sale and delivery of the Bonds and otherwise to carry out, give effect to and comply with the terms and intents of .the resolution, the Bonds and said Loan Agreement, Indenture and Bond Purchase Contract. Section 12. This resolution shall constitute both issuer and host approval within the meaning of Section 103(k) of the Code. and shall take effect immediately upon its pas age; provided, however, that no actions may be taken hereunder until the City Attorney and the'C'ity's bond counsel for the proposed fnanc'.rig (Orrick, Herrington:& Sutcliffe, A Professional Corporation) notify this Council and the City Manager in.wrtirig that the laws of the State of California 6 Reso. 9872A Page 6: of 7 .:_ . ~~ . ~ _ ~, have been amended such that the City may lawfully issue the Bonds pursuant to.. t'h~ .terms of the Law . Linder the power and;authority~conferred upon this Council by the Charter of raid City. I hei~ely certify the .foregoing Resolution was introduced. `and adopted by the Approved as to Council of the City of Petaluma at a (Regular) (e~}go~p~~ (S~ meeting form on the .--15--------- ------- day of AuguS t ........... ......... ,........., 19....,:..,, by ,the following vote: City Attorney AYES.:' Perry/Bat:taglia/Bond/'Cavanagh/Balshaw/V.M. Harberson/Mayor Mattei ~' ` NOES; None ABSENT:. Nolte F .. .. . .: _ - ~ - • ~_ - ~~ __ ATTEST: ... ._.:: ~• - - ... .. - ".... :..:. .--. .. .... ...,:.. ......~ ............... ---..............._... .. ;.. City Clerk ~ Mayor Gbuncil File:......_ ........................... Form ea 2 ~~a>;. Res. N~H72A .................. ~. Page. 7 o f 7