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HomeMy WebLinkAboutReso 1992-16498 RESOLUTION NO. 16498 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF CHULA VISTA VARIABLE RATE MULTIFAMILY REFUNDING REVENUE BONDS (TERRA NOVA ASSOCIATES PROJECT), 1992 ISSUE A, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, LOAN AGREEMENT, AMENDED AND RESTATED REGULATORY AGREEMENT, OFFICIAL STATEMENT, REMARKETING AGREEMENT, PURCHASE CONTRACT, AGREEMENT REGARDING REDEMPTION, DEFEASANCE AND PAYMENT OF 1985 BONDS, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, commencing with Section 53580 (the "Act") authorizes local agencies to incur indebtedness for the purpose of refunding any revenue bonds of the local agency, and the Act provides a complete, additional and alternative method for such financing; WHEREAS, the City of Chula Vista (the "City") hereby finds and declares that it is necessary, essential and a public purpose for the City to engage in a program (the "Program") of refunding certain revenue bonds of the City issued to finance the construction and development of multifamily rental housing (the "1985 Bonds"), and has determined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Act; WHEREAS, the City hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act; WHEREAS, Terra Nova Associates, a general partnership (the "Borrower") has requested that the City issue and sell the Bonds (hereinafter defined) for the purpose of refunding outstanding revenue bonds of the City previously issued to finance the construction and development of a multifamily rental housing project located at 440 East "H" Street in the City (the "Project"); and, WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in 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 due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, as follows: SECTION 1. The City hereby finds and declares that the above recitals are true and correct. Resolution No. 16498 Page 2 SECTION 2. Pursuant to the Act and the Indenture (hereinafter defined), revenue bonds of the City, designated as "City of Chula Vista Variable Rate Multifamily Refunding Revenue Bonds (Terra Nova Associates amount not to exceed $g,4gO,O00 n are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Mayor, the seal or facsimile of the seal of the City shall be reproduced thereon and attested by the manual or facsimile signature of the City Clerk, in the form set forth in and otherwise in accordance with the Indenture. SECTION 3. The indenture of trust (the "Indenture"} between the City and First Interstate Bank, Ltd., as trustee {the "Trustee") in the form presented to this meeting, is hereby ap~Joved. The City Manager and the Finance Director he "Designated Officers"} are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture, and the City Clerk or any Deputy City Clerk is hereby authorized and directed, for and in the name and on behalf of the City, to attest the Designated Officer's signature on - the Indenture, in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City, including such additions or changes as are necessary or advisable in accordance with Section 10 hereof {provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $g,490,000, result in an initial true interest cost on the Bonds in excess of 64 per annum or result in an underwriter's discount or fee in excess of 24 of the aggregate principal amount of the Bonds), the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Indenture. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form registration privileges, manner of execution, place of payment, terms of redemption, the right of Bondowners to tender their Bonds for repurchase, and other terms of the Bonds shall be as provided in the Indenture as finally executed. SECTION 4. The loan agreement (the "Loan Agreement"), known as document number C092-022, a copy of which is on file in the office of the City Clerk, among the Trustee, the City and the Borrower, in the form presented to this - meeting, is hereby approved. The Designated Officers of the City are, and each of them acting alone is, Resolution No. 16498 Pa9e 3 hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Loan Agreement in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City including such additions or changes as are necessary or advisable in accordance with Section 10 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Loan Agreement. SECTION 5. The amended and restated regulatory agreement and declaration of restrictive covenants (the "Regulatory Agreement") among the City, the Trustee and the Borrower, and the agreement regarding redemption, defeasance and payment of 1985 bonds (the "1985 Bonds Agreement") among the City, the Borrower and the Trustee, as trustee for the 1985 Bonds, each in the form presented to this meeting, is hereby approved. The Designated Officers of the City are, and each of them acting alone is, hereby authorized and directed for and in the name of and on behalf of the City, to execute and deliver the Regulatory Agreement and the 1985 Bonds Agreement and in said forms, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City including such additions or changes as are necessary or advisable in accordance with Section 10 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery by the City of such Agreements. SECTION 6. The bond purchase agreement (the "Purchase Contract") among the City, the Borrower and Paine Webber Incorporated (collectively, the "Underwriter"), in the form presented to this meeting, is hereby approved. The Designated Officers of the City are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 3 hereof) and to execute and deliver said Purchase Contract in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Purchase Contract. SECTION 7. The official statement relating to the Bonds (the "Official Statement") and the remarketing agreement Resolution No. 16498 Page 4 among the City, the Borrower and Paine Webber Incorporated (the "Remarketing Agreement"), in the forms presented to this meeting, are hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the City, to execute the Official Statement and the Remarketing Agreement in said forms, with such addition thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Official Statement and the Remarketing Agreement. The Underwriter is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary official statement relating to the Bonds is hereby approved and ratified. The Designated Officers are, and each of them actin9 alone is, hereby authorized to execute a certificate to the effect that such preliminary official statement and the Official Statement, as of their respective dates, are deemed final by the City for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. SECTION 8. The Bonds, when executed, shall be delivered to the Trustee for authentication. 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 Underwriter in accordance with written instructions executed on behalf of the City by one of the Designated Officers, which instructions such officers are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriters in accordance with the Purchase Contract, upon payment of the purchase price therefor. SECTION 9. The first supplemental trust indenture between the City and First Interstate Bank of California, as trustee (the "1985 Trustee"), amending that certain indenture of trust, dated as of March 1, 1985, by and between the City and the 1985 Trustee executed in connection with the issuance and delivery of the 1985 Bonds, in the Resolution No. 16498 Page 5 form presented to this meeting (the "First Amendment"), is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the First Amendment, and the City Clerk or any Deputy City Clerk is hereby authorized and directed, for and in the name and on behalf of the City, to attest the Designated Officer's signature on the First Amendment, in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City, including such additions or changes as are necessary or advisable in accordance with Section 10 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the First Amendment. SECTION 10. The Agreement to restrict rents, between the City of Chula Vista and Terra Nova Associates, in the form presented to this meeting, is hereby attached and the Mayor is authorized to execute same and have same recorded. SECTION 11. All 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, and the proper officers of the City, including the Designated Officers, 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 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 resolutions heretofore adopted by the City and in order to carry out the Program, including but not limited to those certificates, agreements and other documents described in the Indenture, the Loan Agreement, the Regulatory Agreement, the 1985 Bonds Agreement, the Purchase Contract and the other documents herein approved and any certificates, agreements or documents as may be necessary to further the purpose hereof, evidence credit support or additional security for the Bonds, or evidence the obligation to purchase Bonds upon tender by the Bondholders (including a tender agent agreement), but which shall not create any obligation or liability of the City other than with respect to the revenues and assets derived from the proceeds of the Bonds. Resolution No. 16498 Page 6 SECTION 12. This resolution shall take effect immediately upon its adoption. C.ris Salomone /TBruce ".'Boo~aard'~~~ Community Development DirectorCity Attorney ~ Resolution No. 16498 Page 7 PASSED, APPROVED and ADOPTED by the City Council of the City of Chula Vista, California, this 11th day of February, 1992, by the following vote: YES: Councilmembers: Grasser Horton, Moore, Nader, Rindone NOES: Councilmember: None ABSENT: Councilmembers: None ABSTAIN: Councilmembers: Malcolm Tim Nader, Mayor ATTEST: Beverly~. ~U helet, CiTy'CTerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, Beverly A. Authelet, City Clerk of the City of Chula Vista, California, do hereby certify that the foregoing Resolution No. 16498 was duly passed, approved, and adopted by the City Council held on the 11th day of February, 1992. Executed this 11th day of February, 1992. B~erly'AtAuthele~] City Clerk