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HomeMy WebLinkAboutReso 1998-19204 RESOLUTION NO. 19204 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY QF THE CITY OF CHULA VISTA MULTIFAMILY HOUSING REVENUE BONDS, SERIES 1998A (GATEWAY TOWN CENTER), AND THE CITY OF CHULA VISTA SUBORDINATE MULTIFAMILY HOUSING REVENUE BONDS (GATEWAY TOWN CENTER), SERIES 1998B, IN A COMBINED PRINCIPAL AMOUNT NOT TO EXCEED $43,000,000, AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH BONDS AND OTHER RELATED DOCUMENTS, AND APPRQVING OTHER RELATED ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BONDS WHEREAS, Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act") authorizes cities to finance the acquisition, construction and development of multifamily rental housing for persons and families meeting the income limitations contained in the Act; and WHEREAS, the City Council of the City of Chula Vista hereby finds and declares that it is necessary, essential and a public purpose for the City to finance multifamily rental housing pursuant to the Act, in order to increase the supply of such housing in the City available to persons and families within the income limitations established by the Act; and WHEREAS, the City has a program to finance multifamily rental housing pursuant to the Act (the "Program"), and desires at this time to provide for the borrowing of money for such purpose through the issuance of multifamily housing revenue bonds as authorized by the Act; and WHEREAS, the City has conducted a public hearing, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), for the purpose of determining whether to approve the issuance by the City of multifamily housing revenue bonds to be designated "City of Chula Vista Multifamily Housing Revenue Bonds, Series 1998A (Gateway Town Center)" (the "Series 1998A Bonds") and "City of Chula Vista Subordinate Multifamily Housing Revenue Bonds (Gateway Town Center), Series 1998B" (the "Series 1998B Bonds" and, together with the Series 1998A Bonds, the "Bonds") in an aggregate principal amount not to exceed $43,000,000 in order to finance the acquisition and construction of a 440-unit multifamily housing project (the "Project") located at the southwest corner of East Palomar Street and La Media Road; and WHEREAS, the City has considered opportunities to contribute to the economic feasibility of the Project, as required by Section 52080(a)(2) of the Act; and WHEREAS, all acts, conditions and things required by the Act, and by all other laws of the State of California, to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Bonds and the implementation of the Program as contemplated by this Resolution and the documents referred to herein exist, have happened, and have been performed in regular and due time, form and manner as required by the laws of the State of California, including the Act, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to issue the Bonds for the purpose, in the manner and upon the terms herein provided; and Resolution 19204 Page 2 WHEREAS, this City Council hereby finds and declares that this Resolution is being adopted pursuant to the powers granted by the Act. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, as follows: Section 1. The above recitals, and each of them, are true and correct. Section 2. Pursuant to the Act and the Code, the Series 1998A Bonds are hereby authorized to be issued pursuant to the provisions of the Trust Indenture (the "Series 1998A Indenture"), between the City and the trustee appointed below (the "Trustee"), related to the Series 1998A Bonds and the Series 1998B Bonds are hereby authorized to be issued pursuant to the provisions of the Trust Indenture (the "Series 1998B Indenture"), between the City and the Trustee, related to the Series 1998B Bonds. The form of the Series 1998A Bonds as set forth in the Series 1998A Indenture is hereby approved and the form of the Series 1998B Bonds as set forth in the Series 1998B Indenture is hereby approved in substantially the forms presented, with such additions thereto or changes therein as are recommended or approved by the City Manager, City Attorney or Bond Counsel and approved by the officer or officers executing the Bonds, to be evidenced conclusively by the execution and delivery of the Bonds. Each of the Mayor, the City Manager of the City, or their designees, is hereby authorized to execute the Bonds by manual or facsimile signature and the City Clerk is hereby authorized to attest such signature by manual or facsimile signature and to affix the facsimile seal of the City to the Bonds. The proceeds of the Series 1998A Bonds shall be used to make a mortgage loan to Gateway Town Center, L.P., a California limited partnership (the "Borrower"), and the Series 1998A Bonds will be secured initially by a Collateral Agreement in favor of the Trustee to be executed and delivered by the Federal National Mortgage Association. The proceeds of the Series 1998B Bonds shall be used to make a second mortgage loan to the Borrower and the Series 1998B Bonds will be secured initially by a letter of credit in favor of the Trustee to be executed and delivered by Bank of America National Trust and Savings Association (the "Bank"). Section 3. State Street Bank and Trust Company of California, N.A. is hereby appointed as Trustee under the Indenture for the City and the owners of the Bonds, with the powers and duties of Trustee as set forth in the Series 1998A Indenture and the Series 1998B Indenture. Section4. The proposed forms ofthe Series 1998A Indenture and the Series 1998B Indenture presented to this meeting are hereby approved. Each of the Mayor, the City Manager, the Deputy City Manager and the City Clerk of the City, or the designee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver a Series 1998A Indenture and a Series 1998B Indenture in substantially the forms presented, with such additions thereto or changes therein as are recommended or approved by the City Manager, City Attorney or Bond Counsel and approved by the officer or officers executing the Indentures, with the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such document, provided that such additions or changes shall not authorize a combined aggregate principal amount of Bonds in excess of $43,000,000. Section 5. The proposed form of Bond Purchase Agreement, among the City, the Borrower and Newman and Associates, Inc. (the "Purchaser") related to the Series 1998A Bonds, presented to this meeting (the "Purchase Agreement"), is hereby approved. Each of Resolution 19204 Page 3 the Mayor, the City Manager, the Deputy City Manager and the City Clerk of the City, or the clesignee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of the Purchaser to purchase the Series 1998A Bonds contained in the Purchase Agreement and to execute and deliver said Purchase Agreement in substantially said form, with such additions thereto or changes therein as are recommencled or approved by the City Manager, City Attorney or Bond Counsel and approved by the officer or officers executing the Bond Purchase Agreement, with the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such document. The principal amount of the Series 1998A Bonds shall not exceed ~43,000,000 and in no event shall the combined principal amount of the Series 1998A Bonds and the Series 1998B Bonds exceed $43,000,000. Section 6. The proposed form of Private Placement Agreement, among the City, the Borrower and Newman ancl Associates, Inc. related to the Series 1998B Bonds, presented to this meeting (the "Private Placement Agreement"), is hereby approved. Each of the Mayor, the City Manager, the Deputy City Manager ancl the City Clerk of the City, or the designee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of the purchaser to purchase the Series 1998B Bonds contained in the Purchase Agreement and to execute and deliver said Purchase Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approvecl by the City Manager, City Attorney or Bond Counsel and approvecl by the officer or officers executing the Private Placement Agreement, with the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such document. The Series 1998B Bonds may be issued in an aggregate principal amount which when added to the principal amount of the Series 1998A Bonds equals, but does not exceed $43,000,000. Section 7,. The proposed forms of the Financing Agreement related to the Series 1998A Bonds (the "Series 1998A Financing Agreement") and the Loan Agreement related to the Series 1998B Bonds (the "Series 1998B Financing Agreement") among the City, the Trustee and the Borrower presented to this meeting are hereby approved. Each of the Mayor, the City Manager, the Deputy City Manager and the City Clerk of the City, or the designee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver a Series 1998A Financing Agreement and a Series 1998B Financing Agreement in substantially the forms presented, with such additions thereto or changes therein as are recommended or approved by the City Manager, City Attorney or Bond Counsel and approvecl by the officer or officers executing such documents, the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such documents. Section 8. The proposed form of Mortgage Loan Documents related to the Series 1998A Bonds, as such term is defined in the Series 1998A Financing Agreement (the "Series 1998A Mortgage Loan Documents"), including the Subordination Agreement relating to the Series 1998A Bonds presented to this meeting are hereby approved in substantially the form presenteel at this meeting for use in connection with the loan to the Borrower pursuant to the Series 1998A Financing Agreement. Each of the Mayor, the City Manager, the Deputy City Manager and the City Clerk of the City, or the designee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Series 1998A Mortgage Loan Documents to which the City is a party in substantially said form, with such additions thereto or changes therein as are recommended or approvecl by the City Manager, City Attorney or Bond Counsel and approved by the officer or officers executing such documents, the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such documents. Resolution 19204 Page 4 Section 9. The proposed form of Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement"), among the City, the Trustee and the Borrower presented to this meeting is hereby approved. Each of the Mayor, the City Manager, the Deputy City Manager and the City Clerk of the City, or the designee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver a Regulatory Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the City Manager, City Attorney or Bond Counsel and approved by the officer or officers executing the Regulatory Agreement, the approval of such officers to be evidenced conclusively by the execution and delivery of such document. Section 10. The proposed form of Intercreditor Agreement related to the Series 1998B Bonds (the "Intercreditor Agreement"), among the City, the Bank and the Trustee presented to this meeting is hereby approved. Each of the Mayor, the City Manager, the Deputy City Manager and the City Clerk of the City, or the designee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Intercreditor Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the City Manager, City Attorney or Bond Counsel and approved by the officer or officers executing the Intercreditor Agreement, the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such document. Section 11. The proposed form of Subordination Agreement related to the Series 1998B Bonds (the "Subordination Agreement"), among the City, KBMH Capital, Inc., a California corporation, Gateway Town Center, L.P., a California limited partnership, and the Trustee presented to this meeting is hereby approved. Each of the Mayor, the City Manager, the Deputy City Manager and the City Clerk of the City, or the designee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Subordination Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the City Manager, City Attorney or Bond Counsel and apl~roved by the officer or officers executing the Subordination Agreement, the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such document. Section 12. The prol~osed form of Preliminary Official Statement related to the Series 1998A Bonds (the "Preliminary Official Statement") presented to this meeting is hereby approved, and the Purchaser is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Series 1998A Bonds in the form hereby al~proved, together with such conforming changes therein or additions thereto as are determined necessary by the Mayor or the City Manager of the City, upon consultation with the City Attorney, to make such Preliminary Official Statement "final" as of its date . Each of the Mayor, the City Manager, the Deputy City Manager and the City Clerk of the City, or the designee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to execute a final Official Statement for the Bonds in substantially the form of the Preliminary Official Statement, with such additions thereto or changes therein describing the specific form and terms of the Bonds as are recommended or approved by the City Manager or the City Attorney and approved by the officer executing the Official Statement, such approval to be evidenced conclusively by the execution and delivery of the Officia~ Statement. Section 13. The proposed form of Preliminary Private Placement Memorandum related to the Series 1998B Bonds (the "Preliminary Private Placement Memorandum") presented to Resolution 19204 Page 5 this meeting is hereby approved, and the Purchaser is hereby authorized to distribute the Preliminary Private Placement Memorandum to prospective purchasers of the Series 1998B Bonds in the form hereby approved, together with such cF~nforming changes therein or additions thereto as are determined necessary by the Mayor or the City Manager of the City, upon consultation with the City Attorney, to make such Preliminary Private Placement Memorandum "final" as of its date. Each of the Mayor, the City Manager, the Deputy City Manager and the City Clerk of the City, or the designee of any of them, is hereby authorized and directed, for and in the name and on behalf of the City, to execute a final Private Placement Memorandum for the Bonds in substantially the form of the Preliminary Private Placement Memorandum, with such additions thereto or changes therein describing the specific form and terms of the Bonds as are recommended or approved by the City Manager, City Attorney or Bond Counsel and approved by the officer executing the Official Statement, such approval to be evidenced conclusively by the execution and delivery of the Official Statement. Section 14. AI~ actions heretofore taken by the officers and agents of the City with respect to the establishment of the Program and the sale and issuance of the Bonds are hereby approved, confirmed and ratified. Upon approval of the City Manager with the advice of the City Attorney, the proper officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents (including an assignment of the City's interest in the Mortgage Loan Documents for the Series 1998A Bonds to Fannie Mae, a construction deed of trust for the Series 1998B Bonds, an assignment of such deed of trust to the trustee for the Series 1998B Bonds and instructions the Trustee to authenticate the Bonds and to pay the costs of issuing the Bonds in accordance with the provisions of the Series 1998A Indenture and the Series 1998B Indenture) which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution and in order to carry out and administer the Program. Should the Mayor be unavailable to execute any of the documents specified above, then any other available member of the City Council is hereby authorized to sign such documents on behalf of the City in the place of such officer, Any document authorized to be signed by the City Clerk may be signed by a duly appointed deputy clerk. All documents signed by the facsimile signature of any member of the City Council shall be deemed to constitute an original of such document. Section 15. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any remaining provisions of this Resolution. Section 16. This Resolution shall take effect immediately upon its adoption. Presented by Approved as to form by chrissa,omone / it to Community Development Director Resolution 19204 Page 6 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 6~h day of October, 1998, by the following vote: AYES: Councilmembers: Padilia, Salas and Horton NAYS: Councilmembers: None ABSENT: Councilmembers: Rindone ABSTAIN: Councilmembers: Moot ATTEST: t , City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Beverly A. Authelet, City Clerk of Chula Vista, California, do hereby certify that the foregoing Resolution No. 19204 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 6'h day of October, 1998. Executed this 6th day of October, 1998.