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HomeMy WebLinkAboutCC Resolution 6911 (Mervyn's Project)RESOLUTION N0.6911 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING THE TERMS OF A TRUST INDENTURE, A LOAN AGREEMENT AND A BOND PURCHASE CONTRACT AND AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF SAN RAFAEL COMMERCIAL REVENUE BONDS (MERVYN'S PROJECT) WHEREAS, the City of San Rafael (the "City") has, by Ordinance No. 1441 on October 4, 1982, enacted the City of San Rafael 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 participating parties to finance facilities maintained and operated for industrial, commercial, business and other purposes specified in the Law; and WHEREAS, the City Council of the City has, by Resolution No. 6649, adopted by the Council on October 3, 1983, given prelim- inary approval for the issuance of such bonds or other evidences of indebtedness to fund a loan to Mervyn's, a California corpor- ation (the "Corporation") to finance the acquisition and con- struction of a commercial property located at Northgate Shopping Center in San Rafael, California (the "Facility") for the Corpor- ation, and authorized proper officers of the City to proceed to prepare or cause to be prepared the documentation for such purpose: NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SAN RAFAEL, as follows: Section 1. Revenue bonds of the City, generally desig- nated "City of San Rafael Commercial Revenue Bonds, (Mervyn's Project)" in an aggregate principal amount not to exceed $1,000,000 (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 Corporation, presented to this meeting, is hereby approved. The Mayor is hereby author- ized, for and in the name and on behalf of the City, to execute, acknowledge and deliver a bond purchase contract in substantially IT7 \T If Ji" RESOLUTION NO. E _1 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 trust indenture (the "Indenture") between the City and First National Bank of Minneapolis, as trustee (the "Trustee"), presented to this meeting, is hereby approved. The Mayor is hereby authorized, for and in the name and on behalf of the City, 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. The Trustee may be changed to another qualified bank with the approval of the City Manager and the City Attorney. Section 4. Sale of the bonds to Thornton, Farish & Gauntt, Inc., as underwriter (the "Underwriter"), is hereby approved. The Mayor is hereby authorized, for an 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. The Mayor is hereby authorized to execute with the approval of the City Attorney, an Official Statement in form satisfactory to the City Manager. Section 5. Forms of the proposed Loan Agreement, Indenture, and Bond Purchase Contract are on file in the office of the City Clerk. Section 6. Bonds in an aggregate principal amount not to exceed $1,000,000 are authorized to be executed by the manual or facsimile signature of the Mayor, the seal of the city is authorized to be affixed or imprinted thereon and attested by the manual or facsimile signature of the City Clerk, in forms set forth in and otherwise in accordance with said Indenture. The seal of the City may be reproduced in facsimile form. - 2 - RESOLUTION NO. _i11 Section 7. The Bonds, when so executed, are authorized to be delivered to the Trustee for authentication. The Trustee is hereby requested 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 Underwriter in accordance with written instructions executed on behalf of the City by the Mayor, which instructions said officer is hereby authorized, 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 Underwriter upon payment of the purchase price thereof. Section 8. The City Clerk is hereby authorized to attest the signatures of the Mayor 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 and Indenture in accordance with this resolution. Section 9. The officers and staff of the City are hereby authorized, 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 issuance, 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 10. Final consummation of the transactions set forth in this resolution shall be contingent upon this Council's further approval of the issuance of the Bonds pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended, and upon the completion of the financing arrangements for the Bonds in a manner satisfactory to the City Manager and the City Attorney. Section 11. This resolution shall take effect immedi- ately upon its approval. - RESOLUTION NO. 6--L1 I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on Monday , the 20th day of August 1984, by the following vote, to wit: AYES: COUNCILMEMBERS: Frugoli, Nave & Russom NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Breiner & Mayor Mulryan s Pit _jIngowtr - 26 3 B/6