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HomeMy WebLinkAboutReso IDA 4-1984RESOLUTION NO. IDA 4 -84 A RESOLUTION SUPPLEMENTING AND AMENDING RESOLUTION NO. IDA 3-84, APPROVING AND AUTHORIZING EXECUTION OF A TRUST AGREEMENT AND A LOAN AGREEMENT, AWARDING THE SALE OF BONDS, AND AUTHORIZING CERTAIN ACTIONS RELATING THERETO (MERCEDES-BENZ OF NORTH AMERICA, INC. PROJECT) WHEREAS, the South San Francisco Industrial Development Authority (the "Authority") is a public, corporate instrumentality of the State of California duly formed under and pursuant to the California Industrial Development Financing Act, Title l0 of California Government Code (the "Act"), 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 on September 26, 1984 adopted its Resolution Number IDA 3-84 (the "Resolution"), authorizing and providing for the issuance of the Bonds, wherein this Board provided that said Resolution be supplemented by the adoption of this resolution to authorize and direct the execution of certain agreements, to provide for the form of the Bonds, and to supplement the Resolution in other respects; and WHEREAS, there have been presented to this Authority certain agreements and related documents pertaining to the issuance and sale of, the terms and conditions of, the security for, and the use of proceeds of the Bonds and this Authority has reviewed such agreements and related documents; and 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 the Resolution and in the Trust Agreement, dated as of December l, 1984 (the "Trust Agreement"), between the Authority as Trustor and Deutsche Bank A.G., New York Branch, as Trustee. Section 2. Authorization of Bonds. Bonds in the aggregate principal. amount of Three Million Dollars ($3,000,000) are hereby authorized and directed to be issued by the Authority under and subject to the terms of the Resolution, the Indenture, and this Resolution. The purpose for which the Bonds shall be issued is to provide funds to make a loan to the Company for the financing of the acquisition, construction and improvement of the Project pursuant to the Resolution and the Loan Agreement, dated as of December l, 1984, to be entered into between the Authority and the Company (the "Loan Agreement"). The Bonds shall be designated the "South San Francisco Industrial Development Authority 1984 Industrial Revenue Bonds, Series 87 (Mercedes-Benz of North America, Inc. Project)" and shall be substantially in the form as provided in the Trust Agreement with such changes as hereinafter authorized and approved. Section 3. Execution of Documents. The following documents (each in the form submitted to this Authority or in such form, together with such changes therein as may be deemed necessary or advisable and not adverse to the Authority, as shall be approved by the Executive Director or his designated representative upon the advice of Jones Hall Hill & White, A Professional Law Corporation, bond counsel to the Authority, such approval to be conclusively evidenced by the execution thereof as herein authorized) be and they are hereby approved, that the Chairman, or his designee, be and is hereby authorized to execute and deliver each such document, and that the Secretary of this Board is hereby authorized to affix the seal of the Authority to each such document, as may required thereby, and to attest the execution thereof: Trust Agreement, dated as of December l, 1984, between Deutsche Bank A.G., as Trustee (the "Trustee") and the Authority; and (ii) Loan Agreement, dated as of December 1, 19B4, between the Authority and the Company. Section 4. Amendment of the Resolution. The Board of Directors hereby finds and determines that those certain provisions of the Loan Agreement, the Trust Agreement, or the Bond form which are inconsistent with the provisions of said Resolution No. IDA 3-84, including but not limited to the maximum principal amount of the Bonds, the denominations of the Bonds, the redemption provisions, and the security for the Bonds, are in the best interests and in furtherance of the public purpose of the Authority and in conformance with the Act. The Resolution is hereby superseded and amended in all respects in which its provislons are inconsistent with this resolution and such documents. 2 Section 5. Award of Sale. The Bonds in the principal amount of $3,000,000 shall be sold to Deutsche Bank A.G. (the "Purchaser"), at par value, and upon the terms provided in the Purchaser's letter offer to purchase the Bonds, dated September 24, 1984, addressed to the Company, and in the Trust Agreement. Section 6. Official Action. The Chairman, the Executive Director, the Finance Officer, the Secretary of this Board, and each of them, and any and all other officers of the Authority, acting alone, are hereby severally authorized to execute such certificates, agreements and other closing documents as are necessary or customary for the consummation of the transactions contemplated by the documents enumerated in Section 3 of this Resolution. Section 7. Application Fee. The Company shall be required to pay to the Authority, upon the issuance and delivery of the Bonds, an application fee equal to one-quarter of one percent of the aggregate principal amount of the Bonds as provided by California Government Code Section 91527(n). Section 8. Effective Date. This immediately upon its passage and adoption. Resolution shall take effect AYES: NOES: None ABSENT: None ATTEST: ~ "~~OV~ Secretary AP' ED~AS TO FORM: ~~t~y Attorney PASSED AND ADOPTED, on November 28, 1984. Board Members Gus Nicolopulos, Mark N. Addiego, Roberta Cerri Teglia, Emanuele N. Damonte and Richard A. Haffey