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HomeMy WebLinkAboutR-5861 Amending Reso 5855 - Issuance of Bonds Relating to Gottschalk & CoN 2907.6 - -7 C JHhW:JLN:ci_ J12 /12/85 N2739 CITY OF SAN LUIS OBISPO Resolution No. 5861 A SUPPLEMENTAL RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO SUPPLEMENTING AND AMENDING RESOLUTION NO. 5855 , PROVIDING FOR THE ISSUANCE OF BONDS, AUTHORIZING_ AND DIRECTING EXECUTION OF DOCUMENTS, ASSIGNING PRIVATE ACTIVITY BOND LIMIT, AWARDING SALE OF BONDS, ANN AUTHORIZING CERTAIN ACTIONS RELATING THERETO (E. Gottschalk & Co., Inca Project) WHEREAS, the City of San Luis Obispo (the "City ") is a chartered city of the State of California and is authorized under its City Charter and under Ordinance- No. 1047 (1985 Series), adopted October 22, 1985 (the C "Ordinance "), adding Chapter 3.40 to the San Luis Obispo Municipal Code, to issue and sell its tax - exempt revenue bonds for the purpose of financing commercial and industrial projects within the City of San Luis Obispo; and WHEREAS, E. Gottschalk & Co., Inc. (the "Company "), a California corporation, has requested the City to issue and sell its bonds (the "Bonds ") for the purpose of providing a loan to the Company to finance the acquisition of land and construction of an approximately 80,000 square foot building for use as a department store, including related buildings, facilities and improvements (the "Project "), to be owned and operated by the Company and to be located on an approximately two acre parcel at the southeast corner of Madonna Road and Mercado Road in the City of San Luis Obispo; and WHEREAS, the City has heretofore, on December 9, 1985, adopted its Resolution Number 5855 entitled "A Resolution of the City Council of the City of San Luis Obispo Authorizing the Issuance of Not to Exceed $6,000,000 Principal. Amount of Commercial Revenue Bonds and Assigning Private Activity Bond Limit (E. Gottschalk & Co., Inc. Project)" (the "Resolution "), authorizing the issuance of the Bonds and, among other matters, providing for the adoption of this resolution to supplement the Resolution; and WHEREAS, there have been presented to the City 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 in the aggregate principal amount of $6,000,000, and the City has reviewed such agreements and related documents and has determined to amend the Resolution to approve.such further terms and conditions and such documents; and -1- R 5861 O WHEREAS, the Company has complied with all applicable requirements of the Ordinance and the Resolution and has requested the City to authorize the issuance of the Bonds at this time to provide financing for the Project; WHEREAS, the issuance, sale and delivery of the Bonds will further the public purposes of the City as set forth in the Ordinance, and approval of said agreements and related documents will be in the public interest and for the public benefit; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Luis Obispo as follows: Section 1. Acts and Conditions Precedent. The City 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 thisCouncil 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, as amended and supplemented by this Resolution, and in the Indenture of Trust (the "Indenture "), dated as of December 1, 19859 by and between the City and United States-National Bank , as trustee (the "Trustee "). Section 2. Authorization. Bonds in the aggregate principal amount of O not to exceed Six Million Dollars ($6,000,000) are hereby authorized and directed to be issued by the City under and subject to the terms of the Ordinance and the Resolution, as supplemented and amended by this Resolution and by any supplemental resolution hereafter adopted for such purpose: 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 a loan agreement to be entered into between the City and the Company (ths. "Loan Agreement "). The Bands shall be designated as provided in the Indenture. Section 3. Execution of Bonds. The Bonds shall be executed on behalf of the City as provided in the Indenture. Section 4. Appointment of Trustee. The City hereby appoints United States-National Bank , having its principal corporate trust office in. ortland. Oregon , as Trustee for the purposes set forth in the Indenture. Section 5. Execution of Documents. The following documents (each in the form submitted to this City or in such form, together with such changes therein as may be deemed necessary or advisable and not adverse to the City, as shall be approved by the Mayor, the City Administrative Officer, the Community Development Director, or the City Attorney of the City, or designated representative, upon the advice of Bond Counsel to the City, such approval to be conclusively evidenced by the execution thereof as authorized herein) be and they are hereby approved, that the. Mayor, the City Administrative Officer, or designee of either of them, be and are hereby authorized to execute and deliver each such document, and the City Clerk of -2- v the City is hereby authorized to affix the seal of the City to each such Odocument, as may be required thereby, and to attest the execution thereof: (i) Indenture, dated as of December 1, 1985, by and between the City and the Trustee; (ii) Loan Agreement, dated as of December 1, 1985, by and between the City and the Company; and (iii) Bond Purchase Agreement, dated as of December 1, 19859 by and between the City and Wells Fargo Bank, as Purchaser of the Bonds. Section 6. Award of Sale. The Bonds are hereby directed to be sold to Wells Fargo Bank, pursuant to the terms of the Bond Purchase Agreement, at par value in the principal amount of $6,000,000. Section 7. Official Action. The Mayor, the City Administrative. Officer, the Community Development Director, the City Treasurer, the City Clerk, and each of them, and any and all other officers of the City, acting alone, are hereby severally authorized to execute upon the advice of Bond Counsel to the City such certificates, receipts, agreements and other closing documents as are necessary or customary for the consumation of the transactions contemplated by the Resolution, this Resolution, and the documents enumerated in Section 5 hereof. Section 8. Effectiveness. This resolution shall supplement and amend Resolution No. 5855 , and to the extent, that this Resolution and the agreements and related documents herein approved are in conflict with the provisions of Resolution No. 5855 , said Resolution is hereby amended. This resolution shall take effect from and after the date of its passage and adoption. On motion of Councilman Griffin, seconded by Councilman Settle, and on the following roll call vote: PASSED AND ADOPTED on December 23 19859 by the following vote: AYES: Councilmembers Griffin, Settle, Dovey, Rappa and Mayor Dunin NOES: None ABSENT:None ATTEST: :EPUTY CITY CLE SHARON TURNER Aoproved as to form: O MAY RON DUNIN . City Administrative Officer d`�t:�:, - -3- Community D velopment Director U