Loading...
ARA1981-043RESOLUTION NO. ARA 31 -43 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHORIZING THE SALE AND DELIVERY OF NOT TO EXCEED $1,550,000 PRINCIPAL AMOUNT HISTORICAL REHABILITATION REVENUE NOTES, SERIES 1981 -A (URO INVESTMENTS PROJECT), AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A PROJECT AGREEMENT, AN ASSIGNMENT AND A BANK LOAN AGREEMENT IN CONNECTION THEREWITH; APPOINTING A TRUSTEE AND AN AUTHORIZED REPRESENTATIVE; AND AUTHOR- IZING PROPER OFFICERS TO DO ALL THINGS DEEMED NECESSARY OR ADVISABLE AND FOR RELATED PURPOSES WHEREAS, by Anaheim Redevelopment Agency Resolution No. ARA 81 -10, A Resolution of the Anaheim Redevelopment Agency Stating Its Intention To Establish a Marks Historical Rehabili- tation Program And To Issue Rehabilitation Notes For Certain Historic Properties In The City of Anaheim, And To Retain Bond Counsel, adopted May 5, 1981, this Agency has instituted proceedings on a proposal of Harold Graham and his associates with respect to a project involving the financing by this Agency of the rehabilitation of a building and related property known as the El Camino Bank Building located in the Project Alpha Redevelopment Area within the City of Anaheim, pursuant to the Marks Historical Rehabilitation Act of 1976, Division 24, Part 10 (commencing with Section 37600), Health and Safety Code (the "Act "); and WHEREAS, pursuant to the Act, a citizen advisory board has been established and members have been appointed, and the citizen advisory board has met and recommended to this Agency an Historical Rehabilitation Program (the "Program ") inclusive of criteria for the selection of historical properties eligible for financing and for the selection of historical rehabilitation areas; and WHEREAS, this Agency, after due public notice and dissemination of information, has, on June 16, 1981, held a public meeting to inform the public of a proposed historical rehabilitatic financing program, has, on July 7, 1981, held a public hearing on the Program and the designation of an historical rehabilitation area under the Program, and has, by its Resolution No. ARA 81 -18, A Resolution of the Anaheim Redevelopment Agency Approving The Marks Historical Rehabilitation Financing Program, adopted July 7, 1981, adopted the Program and designated an historical rehabilita- tion area (the "Area ") within the Project Alpha Redevelopment Area pursuant to the Program; and -1- WHEREAS, attached hereto is a form of Bank Loan Agreement (the "Bank Loan Agreement ") between the Agency and Union Bank (the "Bank "), attached to which as exhibits are �. forms of (i) a Project Agreement (the "Project Agreement ") between the Agency and URO Investments, a California partner- ship (the "Company ") attached to which as schedules are forms of a Promissory Note Secured by Deed of Trust (the "Promissory Note ") of said Company, a Construction Deed of Trust and Assignment of Rents (the "Deed of Trust ") of said Company, with the Bank as trustee, and the Agency as beneficiary, and a Security Agreement (Security Agreement ") of said Company with the Agency as the secured party, therein called the "bank ", (ii) an Assignment (the "Assignment ") by the Agency to the Bank, attached to which as appendices are a form of Acknowledgement of Assignment of said Company and a form of Acknowledgement of Assignment of Title Insurance and Trust Company as trustee under the Trust Agreement (the "Acknowledgements "), (iii) a Continuing Guaranty (the "Guarantee ") of Harold E. Graham, Donald F. Williams and James A. Brinton, the partners of the Company, in favor of the Bank, (iv) a Resolution Authorizing the Issuance of Notes, Establishing their Terms and Providing for Their Security, and Providing Covenants for Their Protection (the "Indenture ") of this Agency, incorporated in which is a form of the notes to be issued pursuant to it (the "Notes "), and (v) a Trust Agreement (the "Trust Agreement ") between the Agency and Title Insurance and Trust Company, a California corporation (the "Trustee "); and WHEREAS, the said documents relate to the financing by the Agency of the rehabilitation of a building and related property known as The El Camino Bank Building pursuant to the Act. NOW, THEREFORE, BE IT RESOLVED by the Anaheim Redevelopment Agency, as follows; 1. The building and related property for which the financing of the rehabilitation is proposed is non - residential property located within the Area and satisfies the criteria established by the Program, and the financing of such rehabili- tation qualifies pursuant to the Program as meeting the limita- tions and other requirements and is economically feasible. -2- 2. The sale by this Agency of the Notes, Series 1981 -A, in the aggregate principal amount of not to exceed $1,550,000 pursuant to the Bank Loan Agreement is hereby authorized for the purpose of paying the costs of the Project more particularly described.in the Bank Loan Ireement, upon authorization by this Agency to execute and issue the ates by the adoption by this Agency of the Indenture. 3. The Notes shall be issued in fully registered form in denominations as provided'by the Indenture, shall be dated as provided in the Indenture, shall bear interest at the rate or rates established pursuant to the Indenture and.payable as provided by the Indenture, and shall mature in a single installment unless sooner prepaid or redeemed pursuant to the Indenture; the form of the Notes and the provisions for execution, payment, place of payment, registration, replacement, prepayment, redemption and number shall be as provided in the Indenture. 4. The Notes shall be issued upon the terms and conditions set out in and in conformity with the Indenture, and shall be secured by the Indenture in accordance with the terms thereof, and the same is hereby incorporated herein by reference. 5. The form of Trust Agreement attached to the Bank Loan Agreement is hereby approved, and Title Insurance and Trust Company is hereby designated as Trustee for the purposes set forth therein. 6. The chairman is authorized to execute and the Secretary to attest thereto and affix the seal of the Agency to the Trust Agreement, and to deliver same, in substantially the form approved, with such changes, insertions and modifications as the Chairman shall approve, said execution to be conclusive evidence of such approval. 7. Upon the authorization by this Agency to execute and issue the Notes by the adoption by this Agency of the Indenture, the delivery of the Notes is hereby authorized pursuant to the Bank Loan Agreement in substantially the form incorporated by reference in the Indenture, with such completions, changes, insertions and modifications as shall be approved by the Chairman, his execution being conclusive evidence of such approval. 8. Upon the authorization by this Agency to execute and issue the Notes by the adoption by this Agency of the Indenture, all conditions, acts and things required by the constitution and laws of the State of California to have existed, to have happened, and to have been performed precedent to and in connection with the adoption of this resolution, the issuance of the Notes and the execution of the "- ndenture will exist, will have happened and will have been performed n regular and due time, form and manner as required by law, and the Agency will be authorized to proceed with the issuance of the Notes. -3- 9. The Notes shall be special obligations of the Agency, payable, subject to the security provided by the Indenture, solely out H of the revenues derived from the Project; the Notes and interest ppurtenant shall not be deemed to constitute the debt or liability of .he Agency or a pledge of its faith and credit, and the issuance of the Notes shall not directly, indirectly, or contingently, obligate the Agency to levy or pledge any form of taxation whatever therefor or to make any appropriation for their payment, and such limitation on pledge of faith and credit or taxing power shall be plainly stated on the face of each of the Notes. 10. The form of Project Agreement attached to the Bank Loan Agreement is hereby approved. 11. The Chairman is authorized to execute and the Secretary to attest thereto and affix the seal of the Agency and to deliver same in substantially the form approved, with such changes, insertions and omissions as the Chairman shall approve, said execution being conclusive evidence of such approval. 12. The forms of Promissory Note, Deed of Trust and Security Agreement attached to the Project Agreement are hereby approved and the Chairman is hereby authorized to accept the Promissory Note, the Deed Of Trust and the Security Agreement when executed and delivered to the Agency pursuant to the Project Agreement, in substantially the forms approved with such completions, changes, insertions and modifications as the Chairman shall approve, his acceptance being conclusive evidence of such approval. 13. The form of Assignment attached to the Bank Loan Agreement is hereby approved. 14. The Chairman is authorized to execute and the Secretary to attest thereto and affix the seal of the Agency, and to deliver same in substantially the form approved, with such changes, insertions, and omissions as the Chairman shall approve, said execution being conclusive evidence of such approval. 15. The forms of the Acknowledgements attached to the Assignment are hereby approved. 16. The attached form of Bank Loan Agreement is hereby approved. 17. The Chairman is authorized to execute and the Secretary to — ittest thereto and affix the seal of the Agency and to deliver same in ubstantially the form approved, with such changes, insertions and emissions as the Chairman shall approve, said execution being conclusive evidence of such approval. -4- 18. The attached form of Guarantee is hereby approved. 19. The financing by this Agency of rehabilitation of the building and related property as provided by the Project Agreement is hereby approved. 20. The Project Agreement provides for the rehabilitation of the uilding and related property by the Company, the proceeds of the sale of the Notes are to be held and disbursed as trust funds by the Trustee under the Trust Agreement, and sufficient safeguards to assure that all funds loaned by the Agency to the Company will be expended solely for the Project are provided. 21. The Agency hereby makes the election pursuant to Paragraph (D) of Section 103(b) (6) of the Internal Revenue Code of 1954 that such paragraph apply to said issue of Notes, and the Notes shall not be issued until the receipt by the Agency of evidence of the filing as provided by Treasury Department Regulations of a statement of such election; the Executive Director of the Agency is hereby authorized to make such election on behalf of the Agency by the signing and filing of such statement. 22. It is the intention of this Agency to provide for the issuance of bonds or notes of the Agency at or prior to the maturity of the Notes, as the term of the Notes may be extended with the consent of the holder, for the purpose of refunding the Notes then outstanding, including the payment of any redemption premiums thereof and any interest accrued or to accrue to the date of redemption, purchase or maturity, and to enter into such transactions as this Agency deems necessary or desirable and as are related to the payment and security of such refunding bonds or notes. 23. The Chairman and Secretary of the Agency and such other officers or employees of the Agency as are authorized to act in their stead in the event of absence or unavailability, are hereby authorized to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this resolution and the Indenture, including the execution and delivery by such other officers or employees, when so authorized, of any agreements or other items provided hereby or by the Indenture to be executed and delivered by the Chairman or the Secretary. 24. Norman J. Priest, the Executive Director of the Agency, shall be the authorized representative of the Agency in any transactions of the Agency pursuant to the Financing Documents as defined in the Bank Loan Agreement, until such designation is revoked as provided in such Financing Documents, and the Secretary is hereby �uthor.ized so to certify. The Executive Director shall have charge of .he registration records provided for by the Indenture, and shall deliver_ Notes in exchange for or upon transfer of the Notes, pursuant to Section 3.3 thereof. -5- 25. All orders, resolutions or proceedings in conflict with the provisions of this resolution or the Indenture are hereby repealed, rescinded and set aside, to the extent of such conflict. THE FOREGOING RESOLUTION is approved and adopted by the Anaheim Redevelopment Agency this 29th day of December, 1981. ANAHEIM REDF�VELOPMENT AGENCY ATTEST: SEC ET ANAHEIM REDEVELOPMENT AGENCY WHAM:GAL:FAL:jh .gym STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LINDA D. ROBERTS, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA81 -43 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 29th day of December, 1981, by the following vote of the members thereof: AYES: AGENCY MEMBERS: Overholt, Kaywood, Bay, Roth and Seymour NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency signed said Resolution on the 29th day of December, 1981. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of December, 1981. SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY (SEAL)