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HomeMy WebLinkAboutReso 1997-18792 RESOLUTION NO. 18792 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (EUCALYPTUS GROVE APARTMENTS), SERIES 1997 AND APPROVING CERTAIN ACTIONS RELATED THERETO WHEREAS, the City of Chula Vista (the "City") has determined to engage in a multifamily rental housing revenue bond finance program (the "Program") pursuant to Chapter 7. Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act") for persons and families within the income limits established by the Act; and WHEREAS, the City Council of the City (the "City Council"" finds and determines that the Program complies with the Land Use Element and the Housing Element of the City's General Plan; and WHEREAS, the City has heretofore issued its $21,885,000 Multifamily Housing Revenue Bonds (Eucalyptus Grove Project), Series 1985 (the "Prior Bonds"), in order to finance the construction and acquisition of a 376-unit multifamily residential rental project (the "Project") that is owned by Eucalyptus Grove Holdings LLC, a Utah limited liability company (the "Borrower"); and WHEREAS, the Borrower has requested the City to issue bonds to refund the Prior Bonds in order to extend the term of the tax-exempt financing for the Project and to lower the mortgage rate on the Project; and WHEREAS, the City has determined it to be in furtherance of the public interest and the goals of the Program to issue a series of bonds to be known as the City's Multifamily Housing Revenue Refunding Bonds (Eucalyptus Grove Apartments), Series 1997 (the "Bonds") for the purpose of refunding the Prior Bonds; and WHEREAS, the City intends to issue the Bonds pursuant to the provisions of Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the "Refunding Law") which authorizes the City to issue the Bonds to refund the Prior Bonds; and WHEREAS, there has been duly published notice of a public hearing regarding the issuance of the Bonds in accordance with the requirement of Section 147(f) of the Internal Revenue Code of 1986, as amended; and WHEREAS, members of the City Council of the City are the applicable elected representatives to approve the issuance of the Bonds of the Project following the public hearing; and WHEREAS, the City Council of the City has conducted a public hearing regarding the Issuance of the Bonds to refinance the Project, has determined it to be in the public interest for the City to issue the Bonds and has approved the issuance of the Bonds by the City; and Resolution 18792 Page 2 WHEREAS, all acts, conditions and things required by the Act and the Refunding Law, 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 exist, have happened, and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to issue such Bonds for the Purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED the City Council of the City of Chula Vista, as follows: 1. The above recitals, and each of them are true and correct. 2. Based upon information available from the City, State of California and federal housing programs, it is hereby found and determined that the units to be reserved for lower income individuals and families in the Project are as set forth in the form of Regulatory Agreement hereinafter mentioned. 3. The proposed form of the Loan Agreement dated as of November 1, 1997 (the "Loan Agreement") by and between the City and the Borrower presented at this meeting is hereby approved and each of the Mayor, the City Clerk and the City Manager are hereby authorized and directed, for and in the name of the City, to execute the Loan Agreement with the parties thereto in substantially the form hereby approved, with such changes therein as the officer or officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 4. The proposed form of Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants dated as of November 1, 1997 (the "Regulatory Agreement") by and among the City, the Borrower and First Trust of California, National Association, as Trustee, presented at this meeting is hereby approved and each of the Mayor, the City Manager and the City Clerk are hereby Authorized and directed, for and in the name of the City, to execute the Regulatory Agreement with the parties thereto in substantially the form hereby approved, with such changes therein as the officer or officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the foregoing officers are also authorized to execute amendments to that certain Housing Cooperation Agreement dated August 27, 1985 to make the terms of such agreement consistent with the terms of the Regulatory Agreement. 5. The Bonds are hereby authorized to be sold and issued pursuant to the Refunding Law to General Electric Capital Corporation in an aggregate principal amount not to exceed $19,000,000 at a purchase price equal to the principal amount of the Bonds, and with a final maturity not later than November 1,2027. The purposed for which the proceeds to the Bonds shall be expended are the making of the loan to the Borrower in accordance with the Loan Agreement thereby enabling the proceeds of the Bonds to be applied to refund the Prior Bonds. The City hereby approves the making of the loan pursuant to the Loan Agreement to the Borrower to refinance the Project. The adoption of this resolution constitutes an approval of the issuance of the Bonds for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended. Resolution 18792 Page 3 6. First Trust of California, National Association (the "Trustee") is hereby appointed as Trustee for the City and the owners of the Bonds with respect to the Bonds, with the duties and powers of such Trustee as set orth in the Trust Indenture (the "Indenture") between the City and the Trustee; provided, however, that the Mayor or the City Manager, or his designee, may approve the selection of another trustee meeting the criteria set forth in Article XII of the Indenture if such a substitution is deemed by the Mayor or the City Manager, or his designee, to be advisable to consummate the delivery of the Bonds in a timely and cost-efficient manner. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon and to deliver the Bonds, when duly executed and authenticated, to the parties named in the Bond Purchase Contract in accordance with written instructions executed on behalf of the City by the City Manager, or his designee, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee. 7. The proposed form of the Indenture presented at this meeting is hereby approved and each of the Mayor, the City Manager and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, acknowledge and deliver to the Trustee the Indenture in substantially said form, with such additions thereto and/or changes therein as the officer of officer executing the same may approve (consistent with the Bond Purchase Contract approved pursuant to this resolution), such approval to be conclusively evidenced by the execution and delivery thereof. (Indenture to be placed on file in the City Clerk's Office and known as Document No. CO97-172). 8. The form of the Bonds as set forth in the Indenture (as the Indenture may be modified pursuant to the preceding section hereof) is hereby approved. Each of the mayor, the City Manager and the City Clerk are hereby authorized and directed to execute by manual or facsimile signature, in the name and behalf of the City and under its seal, such Bonds in an aggregate principal amount not to exceed $19,000,000 in accordance with the Indenture. 9. The proposed form of Supplemental Indenture No. 1 dated as of November 1, 1997 by and between the City and First Trust of California, National Association, as Trustee, which amends, in part, the Indenture of Trust for the Prior Bonds, presented at this meeting is hereby approved and each of the Mayor, the City Manager and the City Clerk are hereby authorized and directed for and in the name of the City, to execute such Supplemental Indenture No. 1 in substantially the form hereby approved, with such changes therein as the officer or officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 10. The City Manager, or his designee, is hereby authorized and directed to execute one or more requisitions authorizing the Trustee, or any other duly appointed trustee under the aforesaid Indenture, to pay the costs of issuing the Bonds in accordance with the provisions of the Indenture. 11. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all documents (including, but not limited to, any investment agreements with respect to Bond proceeds and any endorsements of the mortgage note for the Project and assignments of the City's interest under the Loan Agreement, the Indenture and other documents securing the repayment of the Bonds) which they may deem necessary or advisable in order to consummate the issuance, sale and delivery Resolution 18792 Page 4 of the Bonds, and otherwise to effectuate the purposes of this resolution; and such actions previously taken by such officers are thereby ratified and confirmed. 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 document 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. 12. 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 provision s of this Resolution. 13. This Resolution shall take effect from and after its adoption. Presented by Approved as to form by Chris Salomone .~ ~ Community Development Director Resolution 18792 Page 5 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 21 st day of October, 1997, by the following vote: AYES: Councilmembers: Moot, Padilia, Rindone, Salas, and Horton NAYES: Councilmembers: None ABSENT: Councilmembers: None ABSTAIN: Councilmembers: None ATTEST: ~Authelet, City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Beverly A. Authelet, City Clerk of the City of Chuta Vista, California, do hereby certify that the foregoing Resolution No. 18792 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Coun,c2d held on the 21 st day of October, 1997. Executed this 21st day of October, 1997 Beverly ~. Authelet, City Clerk