HomeMy WebLinkAboutCC Resolution 6935 (Phoenix American Inc Project)RESOLUTION NO. 6935
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE
OF CITY OF SAN RAFAEL, CALIFORNIA FLEXIBLE DEMAND
INDUSTRIAL REVENUE BONDS (PHOENIX AMERICAN INCOR-
PORATED PROJECT), SERIES 1984, IN THE AGGREGATE
PRINCIPAL AMOUNT OF $5,000,000, TO PROVIDE FINANCING
FOR AN OFFICE BUILDING FOR PHOENIX AMERICAN INCOR-
PORATED; THE EXECUTION AND DELIVERY OF AN INDENTURE
OF TRUST TO SECURE SAID BONDS; THE EXECUTION AND
DELIVERY OF A LOAN AGREEMENT BETWEEN PHOENIX AMERICAN
INCORPORATED AND SAID CITY PROVIDING FOR THE REPAYMENT
OF THE LOAN OF THE PROCEEDS OF SAID BONDS; THE
EXECUTION OF A CONTRACT OF PURCHASE IN CONNECTION
THEREWITH PROVIDING FOR THE SALE OF SUCH BONDS;
AND RELATED MATTERS.
WHEREAS, the Council of the City of San Rafael
(the "Issuer") has, by Ordinance No. 1441 adopted by the
Council on October 4, 1982, enacted the City of San Rafael Economic
Development Revenue Bond Law (the "Act"), adding Chapter 3.30 to
Title 3 of the San Rafael Municipal Code, authorizing and establish-
ing a procedure for the sale and issuance of revenue bonds for
the purpose of providing financing to participating parties for
economic development purposes; and
WHEREAS, the Issuer has heretofore approved the applica-
tion of Phoenix American Incorporated, a California corporation
(the "Participating Party"), for financial assistance in the
acquisition, construction and equipping of a commercial office
building to be located within the City of San Rafael, California
(as further described in the Participating Party's application
for such approval, the "Project"), and by Resolution No. 8721
of the Council adopted on January 3, 1984 (as now in full
force and effect) has authorized the issuance of revenue
bonds to provide such financial assistance; and
WHEREAS, notice of a public hearing with respect to
the proposed issuance of the hereinafter defined Bonds was
published on September 15, 1984, in the Independent -Journal,
a newspaper of general circulation in the City of San Rafael; and
WHEREAS, on October 1, 1984, said public hearing
was held before this Council, and an opportunity was provided
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for interested persons to present arguments for and against the
issuance of the Bonds and the nature and location of the Project;
and
WHEREAS, the interest on such Bonds may qualify for
tax exemption under Section 103(b) of the Internal Revenue Code
of 1954, as amended (the "Code"), only if such Bonds are approved
in accordance with Section 103(k) of the Internal Revenue Code
of 1954, as supplemented and amended (the "Code"); and
WHEREAS, the Project is located wholly within the
geographic jurisdiction of the City of San Rafael; and
WHEREAS, this Council is the elected legislative body
of the City of San Rafael, and is the applicable elected
representative required to approve the issuance of the Bonds
within the meaning of Section 103(k) of the Code; and
WHEREAS, it is now proposed to provide financing
for the Project through the issuance of the Issuer's
Flexible Demand Industrial Revenue Bonds (Phoenix American
Incorporated Project), Series 1984 in the aggregate principal
amount of $5,000,000 (the "Bonds") and the loan of the proceeds
thereof to the Participating Party for such purpose; and
WHEREAS, a Loan Agreement, to be dated as of October 1,
1984 (the "Agreement"), with respect to the Project will be
executed by and between the Company and the Participating
Party, whereby the Participating Party will covenant and agree
(i) to make payments thereunder sufficient to provide for the
payment of principal of, and premium, if any, and interest on,
the Bonds, as and when the same become due and payable and
(ii) to make such other payments and satisfy such other obliga-
tions as may be required by the Agreement; and
WHEREAS, the Bonds will be issued under and pursuant
to, and are to be secured by, an Indenture of Trust, to be
dated as of October 1, 1984 (the "Indenture"), by and between
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the Issuer and Chemical Bank of New York, New York, who is
hereby appointed to act as Trustee on behalf of the owners
of the Bonds (the "Trustee"); and
WHEREAS, the Issuer will enter into a Contract of
Purchase with respect to the Bonds (the "Contract of Purchase"),
to be dated the date of execution thereof, with Dean Witter
Reynolds Inc. (the "Underwriter"), pursuant to which the Issuer
will sell the Bonds to the Underwriter; and
WHEREAS, the Issuer has reviewed a draft of the
proposed forms of Preliminary Official Statement (the "Pre-
liminary Official Statement") and final Official Statement (the
"Official Statement") to be circulated in connection with
the sale of the Bonds and considers it necessary and desirable
to authorize the distribution of the Preliminary Official
Statement and the Official Statement;
NOW, THEREFORE, the Council of the City of San
Rafael, California, do resolve as follows:
Section 1. That, in order to provide for the financing
of the Project, the Bonds in the aggregate principal amount
of $5,000,000 be and the same are hereby authorized and
ordered to be issued pursuant to the Indenture in substantially
the form presented to this meeting and on file with the City
Clerk of the Issuer and containing substantially the terms
and provisions set forth therein, and the form, terms and
provisions of the Indenture are hereby approved, and the
City Manager or the Mayor of the Issuer is hereby authorized
to execute and deliver, and the City Clerk of the Issuer is
hereby authorized and directed to attest and seal, the
Indenture in substantially the form hereby approved or
with such changes, not inconsistent with this Resolution, as
such officers with the approval of their counsel shall approve,
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their execution of the Indenture to constitute conclusive
evidence of such approval.
Section 2. That the Issuer lend the proceeds of the
Bonds to the Participating Party to be used for the purpose of
financing the Project pursuant to the Agreement in substantially
the form presented to this meeting and on file with the
City Clerk of the Issuer and containing substantially the
terms and provisions set forth therein, and the form, terms
and provisions of the Agreement are hereby approved, and the
City Manager or Mayor of the Issuer is hereby authorized and
directed to execute and deliver, and the City Clerk of the
Issuer is hereby authorized and directed to attest and seal,
the Agreement in substantially the form hereby approved or
with such changes, not inconsistent with this Resolution, as
such officers with the appproval of their counsel shall
approve, their execution of the Agreement to constitute
conclusive evidence of such approval.
Section 3. That the Contract of Purchase in sub-
stantially the form presented to this meeting and on file
with the City Clerk of the Issuer and containing substantially
the terms and provisions set forth therein, and the form,
terms and provisions of such Contract of Purchase are hereby
approved, and the City Manager or the Mayor of the Issuer
is hereby authorized and directed to execute and deliver
such Contract of Purchase in substantially the form hereby
approved or with such changes, not inconsistent with this
Resolution, as such officer with the approval of his counsel
shall approve, his execution of such Contract of Purchase to
constitute conclusive evidence of such approval.
Section 4. That the City Manager or the Mayor of
the Issuer, is hereby authorized to sell the Bonds to the
Underwriter pursuant to the Contract of Purchase at a price
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of 97.75% of par, and the City Manager or the Mayor of the
Issuer is hereby authorized and directed to execute (by his
manual or facsimile signature) and deliver, and the City Clerk
is hereby authorized and directed to attest (by her manual or
facsimile signature) and seal (or to cause a facsimile of the
seal to be placed on), the Bond, in substantially the form
contained in the Indenture and hereby approved or with such
changes, not inconsistent with this Resolution, as such officers
with the approval of their counsel shall approve, their execution
of the Bonds to constitute conclusive evidence of such approval.
The City Manager or the Mayor of the Issuer is hereby authorized
and directed to deliver the Bonds approved as provided above
to the Trustee for authentication and delivery to, or to the
order of, the Underwriter in accordance with the provisions
of the Indenture.
Section 5. That the Preliminary Official Statement
and the Official Statement for the Bonds in substantially the
forms presented to this meeting and on file with the City
Clerk of the Issuer and containing substantially the terms and
provisions set forth therein, and the form, terms and provisions
of such Preliminary Offical Statement and Official Statement
are hereby approved, and the distribution of such Preliminary
Official Statement and Official Statement is hereby authorized;
provided, however, that this approval and authorization does
not apply to the information with respect to the Participating
Party or Wells Fargo Bank, N.A. contained or incorporated by
reference in the Appendices to said Preliminary Official Statement
and Official Statement, but nothing herein shall be construed
as prohibiting the Underwriter from including such information
pursuant to authorization from the Participating Party or
Wells Fargo Bank, N.A.
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Section 6. The Bonds shall mature on October 1, 2004,
subject to prior redemption as provided for in the Indenture,
and shall bear interest at the rate or rates determined as pro-
vided for in the Indenture, the provisions of which are incor-
porated in and made a part of this Resolution. The Remarketing
Agent (described below in Section 7 hereof) shall determine
the initial interest rate on the Bonds substantially in
accordance with such provisions, except that it shall not be
necessary to refer to an Interest Index (as defined in the
Indenture); provided, that the initial interest rate for the
Bonds shall not exceed 8%. In no event shall the interest
rate borne by the Bonds at any time exceed the rate of thirteen
percent (13%) per annum.
Section 7. That Dean Witter Reynolds Inc. is
hereby appointed the Remarketing Agent for the Bonds, in
accordance with the provisions of Section 915 of the Indenture.
Section 8. That Dean Witter Reynolds Inc. is
hereby appointed the Indexing Agent for the Bonds, in accordance
with the provisions of Section 922 of the Indenture.
Section 9. That the Council of the Issuer hereby
finds and determines that the financing of the Project will
be in furtherance of the public purposes set forth in the
Act by promoting the full and gainful employment of residents
of the Issuer; the full and efficient utilization and moderni-
zation of existing industrial, commercial and business facilities;
the growth of the Issuer's tax base through increased property
values and consumer purchasing; and the enhancement of the
general economic prosperity, health, safety and welfare of the
residents of the Issuer; and that it is necessary and essential
and a proper public purpose that the Project be financed at the
earliest practicable date.
Section 10. That the City Manager, the Mayor or the
City Clerk of the Issuer are hereby authorized and directed
to execute, attest, seal and deliver any and all documents,
including an appropriate certificate or certificates to
substantiate the conclusion that the Bonds are not arbitrage
bonds within the meaning of Section 103(c) of the Code and
regulations promulgated or proposed thereunder, and including
an Information Return for Private Activity Bond Issues (Form
8038) as required by Section 103(1) of the Code to be filed
with the Internal Revenue Service, and to do any and all
things deemed necesary to effect the issuance and sale of
the Bonds and the execution and delivery of the Agreement,
the Indenture and the Contract of Purchase and the financing
of the Project and to carry out the intent and purposes of
this Resolution, including the preambles hereto.
Section 11. It is the purpose and intent of this
Council that this Resolution constitute approval of the
Project and the approval of the Bonds by the appropriate
applicable elected representative in accordance with Section
103 (k ) of the Code.
Section 12. That all officers and employees of the
Issuer are hereby authorized to do any and all things, including
without limitation, the execution of any certificates, financing
statements, proceedings or statements deemed necessary or
desirable to carry into effect the provisions of this Resolution
and to comply with and perform the obligations of the Issuer
under the Agreement, the Indenture, the Contract of Purchase
and the Bonds.
Section 13. That the City Clerk of the Issuer is
hereby authorized and directed to record this Resolution and
copies of the forms of Indenture, Agreement, Contract of Purchase,
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Prel-iminary Official Statement and Official Statement in the
records of the Council of the Issuer.
Section 14. That the provisions of this Resolution
are hereby declared to be separable, and if any section, phrase
or provision shall for any reason be declared to be invalid,
such declaration shall not affect the validity of the remainder
of the sections, phrases and provisions hereof.
Section 15. That this Resolution shall become
effective immediately upon adoption.
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 held on Monday, the first day of
October, 1984, by the following vote, to wit:
AYES: COUNCILMEMBERS:Breiner, Frugoli, Nave, Russom & Mayor
NOES: COUNCILMEMBERS: None Mulryan
ABSENT: COUNCILMEMBERS: None
J M. LEONC I, City Clerk