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HomeMy WebLinkAboutReso IDA 3-1984 SOUTH SAN FRANCISCO INDUSTRIAL DEVELOPMENT AUTHORITY RESOLUTION NUMBER IDA 3-84 Adopted on 9/26/84 RESOLUTION AUTHORIZING THE ISSUANCE AMOUNT OF NOT TO EXCEED $7,000,000 PRINCIPAL SOUTH SAN FRANCISCO INDUSTRIAL DEVELOPMENT AUTHORITY 1984 INDUSTRIAL REVENUE BONDS (MERCEDES-BENZ OF NORTH AMERICA PROJECT) WHEREAS, the South San Francisco Industrial Development Authority (the "Authority") is a political instrumentality of the State of California duly formed under and pursuant to the California Industrial Development Financing Act (the "Act"), as amended, consisting of California Government Code Section 91500 et seq., and is authorized under the Act to issue its tax-exempt industrial revenue bonds for the purpose of financing industrial and manufacturing projects within the City of South San Francisco; and WHEREAS, Mercedes-Benz of North America (the "Company"), a Delaware corporation, has requested the Authority to issue and sell its industrial revenue bonds (the "Bonds") for the purpose of providing a permanent loan to the Company to finance the acquisition of a site and a building and the construction of improvements and additions to such building for use as a vehicle preparation center facility for receiving, storage, delivery, wholesale preparation, quality control, repair of damages and related and appurtenance structures, facilities and equipment, located at 513 Eccles Avenue, South San Francisco, California (the "Project"); and WHEREAS, the Authority has heretofore adopted its Resolution Number IDA 2-84 (the "Resolution") on May 9, 1984 accepting the application of the Company, making determinations with respect thereto, and expressing the intention to undertake the financing of the Project; and the City Council of the City of South San Francisco has heretofore adopted its Resolution No. 150-84 on September 26, 1984, approving the issuance of the Bonds for the Project; and WHEREAS, the Company has complied with all applicable requirements of the Act and the Resolution and has requested the Authority to authorize the issuance of the Bonds at this time to provide permanent financing for the Project; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the South San Francisco Industrial Development Authority as follows: Section 1. Acts and Conditions Precedent. The Board of Directors has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Board of Directors is now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided in this Resolution. Section 2. Authorization. Bonds in the aggregate principal amount of not to exceed Seven Million Dollars ($7,000,000) are hereby authorized to be issued by the Authority under and subject to the terms of the Resolution, this Resolution and the Supplemental Resolution referred to in Section 13 (the "Supplemental Resolution"). This Resolution and the Supplemental Resolution constitute a continuing agreement with the owners of all of the Bonds issued or to be issued hereunder and outstanding to secure the full and final payment of principal of and premiums, if any, and the interest on all Bonds, subject to the covenants, 2 agreements, provisions and conditions herein and therein contained. The purpose for which the Bonds shall be issued is to provide funds to make a loan to the Company for the purpose of providing financing for the acquisition, construction and improvement of the Project pursuant to the Resolution and a loan agreement to be entered i~to between the Authority and the Company (the "Loan Agreement"). The designated the "South San Francisco Industrial Development Industrial Revenue Bonds (Mercedes-Benz of North America Bonds shall be Authority, 1984 Project)". Section 3. Principal Amount and Form of Bonds. The Bonds shall be dated as of the date of issuance. The Bonds shall be issued initially in the form of one or more fully registered Bonds corresponding to the respective portions of Bonds purchased by initial purchasers thereof. The Bonds shall thereafter be subject to exchange for fully registered Bonds in the denominations of $5,000 or any integral multiple thereof. The Bonds, the form of assignment and the certificate of authentication and registration to appear thereon shall be substantially in the respective forms to be set forth in ~he Supplemental Resolution. Section 4. Payments; Maturity. The Bonds shall be paid at such times and over such number of years as shall be prescribed in the Supplemental Resolution. Payment of both principal and interest on the Bonds shall be made to the person whose name appears on the Bond registration books of the Trustee as the registered owner thereof, such payment to be made by check or draft mailed by the Trustee to the registered owner at his address as it appears on the registration books or at such other address as he may have filed with the Trustee for that purpose, or alternatively such payment may be made by wire transfer, bookkeeping entry or other method if requested by such registered owner and acceptable to the Trustee. Section 5. Redemption. The Bonds shall be subject to redemption before their respective stated maturity dates as a whole on any payment date, from payments made by the Company under the Loan Agreement in the event that interest on the Bonds becomes subject to federal income taxation, at a redemption price equal to the princi'pal amount thereof together with accrued interest thereon to the date of redemption, plus such premium as shall be set forth in the Supplemental Resolution. The Bonds shall be subject to such further redemption provisions, if any, as shall be approved in the Supplemental Resolution. Section 6. Interest. The Bonds shall bear interest from their date at such rate or rates (which shall not be limited by the terms hereof or of the Resolution and which may be fixed or variable) as shall be prescribed by the Board of Directors upon the sale of the Bonds to the initial purchasers. Section 7. Execution of Bonds. The Bonds shall be executed on behalf of the Authority by the manual signature of the Secretary of the Board of Directors. Any Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of execution of such Bond shall be the proper officers of the Authority although any such person shall not have held such office on the date of issuance of such Bond. Section 8. Additional Bonds. Additional Bonds on a parity with the Bonds may not be issued hereunder or under the Supplemental Resolution. Section 9. Appointment of Trustee. The Authority shall appoint a trustee (the "Trustee") for the purpose of receiving all revenues derived from the Project, including payments made by the Company pursuant to the Loan Agreement, and for the purpose of applying such revenues to the payment of the Bonds. The Trustee shall hold the deed of trust (the "Deed of Trust") to be executed, delivered and recorded by the Company, naming the Trustee as beneficiary on behalf of the owners of the Bonds, securing the performance by the Company of its obligations under the Loan Agreement. The Trustee shall be responsible for holding all funds with respect to the Bonds and collecting, investing and disbursing such funds. In an event of default (as defined in the Supplemental Resolution), all remedies of the Authority and the Bondowners as against the Company or the Project shall be exercised by the Trustee as provided in the Supplemental Resolution. Section 10. Assignment to Trustee. The Authority shall transfer, assign and set over to the Trustee all of the revenues derived from the Project and any and all rights, privileges and obligations it has under the Loan Agreement and the Deed of Trust. Such assignment shall be for the benefit of the owners of the Bonds. Section 11. Limitation of Liability to Revenues. Notwithstanding anything herein or in the Supplemental Resolution contained, the Authority shall not be required to advance any moneys other than the revenues derived from the Project. The Bonds are payable from and secured by such revenues only. The term "revenues" as used herein and in the Supplemental Resolution shall include all payments made by the Company under the Loan Agreement, proceeds of insurance or condemnation with respect to the Project, and investment of funds held by the Trustee, but shall not include taxes or assessments paid by the Company with respect to the Project. No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of principal of or interest on the Bonds. Section 12. Loan Agreement. The Authority shall, on or prior to the date of sale of the Bonds to the initial purchasers, authorize and direct the execution, by the appropriate officers of the Authority, of the Loan Agreement between the Authority and the Company. The Loan Agreement shall (1) provide for the loan of Bond proceeds by the Authority to the Company, (2) provide for repayment of such loan by the Company to the Trustee at times and in amounts fully sufficient to pay debt service on the Bonds as it becomes due, (3) provide for mandatory prepayment in an event ~f taxability and mandatory or optional prepayment under such other circumstances and in such manner as shall correspond to any respective provisions of the Supplemental Resolution for mandatory or optional redemption of the Bonds, (4) require the Company to execute, deliver and record the Deed of Trust, (5) state the unconditional and absolute nature of the Company's obligations thereunder, (6) specify insurance requirements, and (7) contain such other necessary or desirable terms and provisions as may be appropriate to the financing. Section 13. Supplemental Resolution. The Board of Directors shall adopt a Supplemental Resolution on or before the date of sale of the Bonds to the initial purchasers, providing the form of the Bonds and such additional terms and provisions of the Bonds as the Board of Directors shall deem advisable and which are not inconsistent with the provision hereof. Such terms and provisions may include, but are not limited to, any of the following: 1. Provisions for the transfer and exchange of Bonds; 2. Provisions for the establishment and application of funds for the allocation of revenues derived from the Project; 3. Provisions for the investment of funds held by the Trustee; 4. Provisions with respect to the exemption of interest on the Bonds from federal or State of California income taxation; 5. Provisions for the amendment of this Resolution or the Supplemental Resolution with or without the consent of the owners of the Bonds; 6. Definition of events of default and provisions for acceleration and other remedies in any such event of default; and 7~ Such other necessary or desirable terms and provisions as may be appropriate to the financing. Section 14. Authorization to Prosecute Validation Proceedings. Jones Hall Hill & White, A Professional Law Corporation, as bond counsel to the Authority in connection with the Bonds and the Project, is hereby authorized and directed to institute and prosecute to completion any proceedings in the san Mateo County Superior Court deemed necessary by such firm to obtain a judgment upholding the validity of the Bonds. Section 15. This resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED on September 26, 1984, by the following vote: Board Members Mark N. Addiego, Emanuele N. Damonte, Richard A. Haffey, Gus Nicolopulos; and Roberta Cerri Teglia None AYES: NOES: ABSENT: Attest: None Secr~ary~ of the Boa'rd of D~ect¢ u~.. }i City Attorney Apes to form: 7