HomeMy WebLinkAboutReso 1985-11944
P.,t,:;i",J Return To:
If > M. Fulasz, tiry Clerk
'Jennte .,
P. O. Box 1087
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RESOLUTION NO. 11944
1:J85 GCT -9 AM II: 02
I ..VERA!. LYl E;n I
~UIHY RECORD~
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA AUTHORIZING SALE OF NOT TO EXCEED
$10,200,000 PRINCIPAL AMOUNT OF MULTIFAMILY
HOUSING REVENUE BONDS (TERRA NOVA ASSOCIATES
PROJECT). SERIES 1985, APPROVING INDENTURE OF
TRUST. LOAN AGREEMENT, REGULATORY AGREEMENT,
HOUSING COOPERATION AGREEMENT AND RELATED
DOCUMENTS AND OFFICIAL STATEMENT AND AUTHORIZING
OFFICIAL ACTION
The Ci ty Council of the Ci ty of Chula Vi sta does hereby resol ve as follows: NO FEE
WHEREAS, the City of Chul a Vi sta (the "Ci ty") proposes to issue its Ci ty
of Chula Vista, California, Multifamily Housing Revenue Bonds (Terra Nova
Associates Project), Series 1985, in the aggregate principal amount of not to
exceed $10,200,000 (the "Bonds"), under and pursuant to Chapter 7, Part 5 of
Division 31 of the California Health and Safety Code, in order to provide
financing to Terra Nova Associates, a California general partnership, (the
"Developer") for the acqui si ti on and constructi on of a multifami ly resi dential
rental project (the "Project") to be located at 440 East H Street in the City;
and
WHEREAS, the Bonds are to be issued under and pursuant to an Indenture of
Trust (the "Indenture"), dated as of March 1,1985, between the City and First
Interstate Bank of California as trustee (the "Trustee"); and
WHEREAS. pursuant to the terms of a Proposed Regul atory Agreement and
Declaration of Restrictive Covenants dated as of March 1, 1985, among the
Ci ty, the Trustee and the Developer (the "Regul atory Agreement"), at 1 east 20%
of the dwelling units in the Project are required to be leased or rented to
persons or families of low or moderate income; and
WHEREAS, the City and the Developer propose to enter into a Housing
Cooperation Agreement (the "Cooperation Agreement") with respect to the
Project, pursuant to which the Developer agrees to rent said 20% of the
dwelling units to certain low or moderate income persons or families for
certai n maximum rental amounts, and which specifi es certai n procedures for
monitoring compliance with the requirements set forth therein; and
WHEREAS, the proceeds of the Bonds are to be loaned to the Developer under
a Loan Agreement dated as of March 1, 1985, by and between the City and the
Developer (the "Loan Agreement") pursuant to which the City has agreed to lend
the proceeds of the Bonds to the Developer to enable the Developer to finance
the Project; and
WHEREAS, Shearson Lehman/American Express Inc. and Bank of America
National Trust and Savings Association, as underwriters (the "Underwriters")
intend to submit an offer to purchase the Bonds; and
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303
WHEREAS, the City approves of said transactions in the pUblic interests of
the City;
Section 1. Findings and Declarations. The City Council hereby finds and
decl ares that the fi nanci ng of the Project from the proceeds of the Bonds as
herein described serves the public purposes of assisting persons and families
of low and moderate income within the City to afford the costs of decent, safe
and sanitary housing, and that except as provided in the Housing Cooperation
Agreement it is not feasible to reserve any units in the Project on a priority
basis for persons or families whose income does not exceed 50% of the median
adjusted gross income. The City Council further hereby finds and declares
that this resolution is adopted pursuant to the powers granted by Part 5 of
Chapter 7 thereof.
Section 2. Issuance and Sale of Bonds. The City Council hereby
authori zes the issuance of the Bonds pursuant to and in accordance wi th the
terms and Provisions of the Inden:ure, all of which terms and provisions are
incorporated herein by reference. The Bonds are hereby authorized to be sold
to the Underwri ters pursuant to and in accordance with the terms of an
with the City Clerk, by and between the City and the Underwriters. The Mayor
is hereby authorized and directed to approve the terms of and accept an offer
to purchase the Bonds which is acceptable to the Mayor, and to execute the
Bond Purchase Agreement for and in the name and on behalf of the City;
provided that the rate of interest with respect to the Bonds shall not exceed
eleven percent (11%) per annum and the Bonds shall be sold to the Underwriter
for a pri ce of not 1 ess than ni nety-fi ve percent (95%) of the par amount
thereof.
Section 3. Indenture. The Indenture, in substantially the form presented
to the City Counci 1 at thi s meeti ng, together wi th any addi ti ons thereto or
changes therein deemed necessary or advisable by the Mayor upon the advice of
bond counsel, is hereby approved. The Mayor and the City Clerk are hereby
authorized and directed to execute and deliver the Indenture for and in the
name and on behalf of the City.
Section 4. Loan Agreement. The Loan Agreement, in substantially the form
Presented to the City Council at this meeting, together with any additions
thereto or changes therei n deemed necessary or advi sabl e by the Ci ty Manager
upon the advice of bond counsel, is hereby approved. The Mayor and the City
Cl erk are hereby authorized and directed to execute and del iver the Loan
Agreement for and in the name and on behalf of the City.
Section 5. Regulatory Agreement. The Regulatory Agreement, in
substantially the form presented to the City Council at this meeting, together
with any additions thereto or changes therein deemed necessary or advisable by
the Mayor upon the advice of bond counsel, is hereby approved. The Mayor and
the City Clerk are hereby authorized and directed to execute and deliver the
Regulatory Agreement for and in the name and on behalf of the City.
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Section 6. Housing Cooperation A~reement. The Housing Cooperation
Aqreement (attached as Exhlbit A), in su stantially the form presented to the
City Council at thi s meeti ng, together wi th any addi ti ons thereto or changes
therein deemed necessary or advisable by the City Manager upon the advice of
bond counsel, is hereby approvea. The Ci ty Manager is hereby authori zed and
directed to execute and deliver the Development Agreement for and in the name
and on behalf of the City.
Section 7. Official Statement. The final official statement relating to
the Bonds, to be dated as of the date of the Bond Purchase Agreement,
substantially in the form presented at this meeting, is hereby approved and
the Mayor of the Ci ty is hereby authori zed and di rected to execute sai d
offi ci al statement for and in the name and on behalf of the Ci ty, and to
approve any additions to or changes in the form of said official statement as
the Mayor may deem necessary or advi sabl e, such approval to be concl usi vely
evi denced by the executi on of sai d offi ci al statement as so added to or
changed. The Underwriters are hereby authorized to distribute copies of said
official statement (as so added to or changed) in connection with its
reofferi ng and resal e of the Bonds. Di stri buti on by the Underwri ters of the
preliminary official statement relating to the Bonds is hereby approved,
confirmed and ratified.
Section B. Official Action. All actions heretofore taken by the officers
and agents of the City with respect to the sale and issuance of the Bonds are
hereby approved, confirmed and ratified, and the Mayor, the Community
Development Director, the City Clerk, the Finance Director, the City Attorney
and any and all other officers of the City are hereby authorized and directed,
for and in the name and on behalf of the Ci ty, to do any and all thi ngs and
take any and all certifi cates, requi siti ons, agreements and other documents,
incl udi ng but not 1 imited to those described in the Bond Purchase Agreement,
which they, or any of them, may deem necessary or advisable in order to
consummate the 1 awful issuance and del i very of the Bonds in accordance with
the Bond Purchase Agreement, the Indenture and this resolution.
Section 9. En~agement of Bond Counsel. The City Council hereby approves
the engagement of ones Hall Hill & White, A Professional Law Corporation as
bond counsel in connecti on wi th the issuance of the Bonds. The Mayor is
hereby authori zed and directed to execute the agreement for 1 egal servi ces
with said firm in substantially the form as attached as Exhibit B.
Approved by:
WPC l069X
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CHUlA VISTA, CALIFORNIA, this
19 85
ADOPTED AND APPROVED BY
26th
THE CITY COUNCIL OF THE CITY OF
day of
February
, by the following vote, to-wit:
AYES: Councilmen
NAYES: Councilmen
ABSTAIN: Co\.rIcilmen
ABSENT: Councilmen
Scott, Moore, Cox, Malcolm, McCandliss
None
None
None
Q (J 11
/~.crVJ., '~D W
Mayor , t~ City of Chula Vista
ATTEST~~/ ~~.&~
t/ City Clerk
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
CITY OF CHULA VISTA
)
) ss.
)
I. ADELE A. SARMIENTO, DEPUTY CITY CLERK of the City of Chula Vista,
California, DO HEREBy CERTIFY that the above and foregoing is a full,
true and correct copy of RESOLUTION NO.
11944
, and that the same
has not been amended or repealed.
DA TED
october 8, 1985
J f. , 'I
,/l vl-Z.-L L (l
Deputy
y
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L -k )/fkU IUo
City Clerk
(seal)
!'CC-660
II 306
AGREEMENT
BY AND BETWEEN THE CITY OF CHULA VISTA AND
JONES HALL HILL & WHITE, A PROFESSIONAL
LAW CORPORATION, FOR BOND COUNSEL SERVICES
IN CONNECTION WITH TAX-EXEMPT MULTIFAMILY
HOUSING PROJECT FINANCING FOR
TERRA NOVA ASSOCIATES
THIS AGREEMENT is entered into the 26th day of February, 1985, by and
between the CITY OF CHULA VISTA, (the "City") and JONES HALL HILL & WHITE, A
PROFESSIONAL LAW CORPORATION, San Franci sco, Ca 1 iforni a ("Attorneys").
WITNESSETH:
WHEREAS, the City wishes to lend financial assistance to Terra Nova
Associates for the construction of a multifamily rental housing project within the
City (the "Project") and proposes to finance the costs thereof by issuing its
revenue bonds pursuant to Chapter 7 of Part 5 of Division 31 of the California
Health and Safety Code; and
WHEREAS, in order to finance the Project the City requires the advice and
assistance of bond counsel; and
WHEREAS, the City has determined that Attorneys are qualified by training
and experience to perform the services of bond counsel, and Attorneys are willing
to provide such services; and
WHEREAS, the public interest, economy and general welfare will be served by
thi s A9reement;
NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:
1. Duties of Attorneys. Attorneys shall do, carry out and perform all of
the following services as are necessary for the issuance of bonds for the Project:
A. Consultation and cooperation with the City attorneys, financing
consultants and other consultants, underwriters, staff and employees of the City
and officers, employees and consultants of any private party receiving financial
assistance for the Project, and assisting such consultants, underwriters, staff and
employees in the formulation of a coordinated financial and legal Project.
B. Preparation of all legal proceedings for the authorization,
issuance and delivery of bonds of the City for the Project; including preparation
of any loan documentation between the City and the developer and the Indenture of
Trust or resolution or other agreement authorizing the issuance of such bonds,
fixing the date, denominations, numbers, maturity and interest rates, providing the
form of the bonds and authorizing their execution, authentication and registration;
certifying the terms and conditions upon which the same are to be issued; providing
R-1l944
" 307
for the setting up of special funds for the disposition of proceeds of the sale of
the bonds, including creation of a reserve fund, if any, and such other funds as may
be advi sab 1 e, and provi di ng a 11 other deta il sin connection therewith, i ncl udi ng
special covenants and clauses for the protection of the interests of the
bondholders; preparation of the resolution selling all or any part of the
authorized bond issue; preparation of all documents required for bond delivery and
supervising such delivery; preparation of all other proceedings incidental or in
connection with the issuance, sale and delivery of bonds for the Project.
C. Application for any Internal Revenue Service or other rulings
necessary to assure tax-exempt status of the bonds, or as required by the purchaser
of the bonds.
D. Determination of the need for obtaining a permit to issue the bonds
under the Securi ties Laws (state or federa 1) or no-act ion 1 etters from the
Securities Exchange Commission and California Corporations Commission.
E. Upon completion of proceedings to the satisfaction of Attorneys,
providing a legal opinion unqualifiedly approving in all regards the legality of
all proceedings for the authorization, issuance and delivery of bonds and all other
transactions relating to the Project, and stating that interest on the bonds is
exempt from federal and state personal income taxation (subject to certain required
qualifications), which opinion shall inure to the benefit of the purchasers of the
bonds.
F. Any and all legal consultation requested by the City concerning the
Bonds or the financing of any Project at any time after delivery of the bonds.
counsel.
G. Such other and further services as are normally performed by bond
H. Attorneys will not be responsible for the preparation or content of
the official statement prepared by the underwriter or consultant other than to
examine said official statement as concerns description of bonds and matters within
Attorneys' knowledge.
2. Compensation. For the services of Attorneys listed in subsections A
'through H, inclusive, of Section 1, the City will pay Attorneys a fee for the
issuance of bonds equal to the sum of 1% of the first $1,000,000 principal amount of
Bonds, plus 1/2 of 1% of the principal amount of bonds up to $5,000,000, plus 114 of
1% of the principal amount of bonds in excess of $5,000,000, plus 1/8 of 1% of the
principal amount of bonds in excess of $10,000,000.
In addition, the City shall pay to Attorneys all direct out-of-pocket
expenses for travel, messenger and delivery service and other services incurred in
connection with the services rendered by Attorneys hereunder. Payment of said fees
and expen ses to Attorneys sha 11 be due upon the issuance of ob 1 i gat i on s and the
delivery of the proceeds thereof to the City, and said fees and expenses shall be
payable solely from the proceeds of the bonds issued to finance the Project and
from no other funds of the City.
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3. Responsibilities of the City. The City shall cooperate with Attorneys
and shall furnish Attorneys with certified copies of all proceedings taken by the
City, or other deemed necessary by Attorneys to render an opinion upon the validity
of such proceedings. All costs and expenses incurred incidental to the actual
issuance and delivery of bonds, including the cost and expense of preparing
certified copies of proceedings required by Attorneys in connection with the
issuance of the bonds, the cost of preparing the bonds for execution and delivery,
all printing costs and publication costs, and any other expenses incurred in
connection with the issuance of bonds, shall be paid from bond proceeds.
4. Termination of Agreement. This Agreement may be terminated by the City
at any time by giving written notice to Attorneys with or without cause. In the
event of termi nat ion, a 11 fi ni shed and unfi n i shed documents, exhi bi ts, proj ect
data, reports, and evidence shall, at the option of City, become its property and
shall be deliverd to it by Attorneys.
IN WITNESS WHEREOF, the City and Attorneys have executed this Agreement as
of the date first above written.
CITY OF CHULA VISTA
By
4n1lC1
. Mayor '
'J ,
ATTEST:
. ,
.~U& ~(~~.
t:/ City lerk
JONES HALL HILL & WH HE
A PROFESSIONAL LAW CORPORATION
BY~~~~
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HOUSING COOPERATION AGREEMENT
THIS HOUSING COOPERATION AGREEMENT ("thi s Agreement") is entered into
this 26th day of February , 1985 , between CITY OF CHULA VISTA,
a municipal corporation ("City"), and TERR~OVA ASSOC IATES, a Cal iforni a
genera 1 pa rtnershi p (" Property Owner").
ARTICLE 1 - Recitals
1.1 Statutory Authorization. City is authorized by (i)
Government Code section 65864 and following to enter into binding
agreements with persons having legal or equitable interests in real
Ca 1 i forni a
development
property.
1.2 mtertyowner. Property OWner is the legal owner of the fee title
to the rea property as descri bed in the 1 egal descri pti on attached as
Exhibi t A.
Sa i d real property is referred to in thi s Agreement as "the Real Property."
1.3 Tax-Exempt Bond Financing. Property OWner has submitted to City a
request for tax-exempt bond financing for a multi-family rental housing
development on the Real Property.
1. 4 Inducement. The City Council for the Ci ty ("Ci ty Counci 1" ), in
response to Property Owner's request, has approved Resolution No. 11603 for
inducement of tax-exempt financing of the project.
1.5 Agreement. City Council established in said Resolution No. 11603, as
a condition to approval of the tax exempt bond financing, a requirement that
an agreement be entered into between City and Property OWner providing for the
delivery and maintenance of 20% of the dwelling units on the Real Property for
low income housing and providing a procedure for monitoring by the City of
that delivery and maintenance.
1. 6 Intent. These parti es intend that thi s Agreement constitute the
agreement referred to in Paragraph 1.5.
CITY AND PROPERTY OWNER hereby agree as follows:
ARTICLE 2 - Low Income Housing
2.1 Definitions. For the purposes of this article, the following
definitions applY:
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2.1.1 "Coordinator" means the Housing Coordinator of City.
2.1.2 "Medi an Income" means the 1 atest medi an income, based on a
family of four persons, from time to time determined by the United States
Department of Housi ng and Urban Development (pursuant to Secti on 8 of the
United States Housing Act of 1937) for the San Diego Standard Metropolitan
Statistical Area.
2.1.3 "2 BR Apartment" means a two-bedroom apartment unit on the
Real Property, the monthly rental for whi ch wi 11 be no greater than 1/12th of
30 percent of the Four Person Median Low Income Limit; Property Owner will
notify the Coordinator, in writing, of the identifying address or number of
each low 2 bedroom apartment, of which there will be a total of 25.
2.1.4 "1 BR Apartment" means a one-bedroom apartment unit on the
Real Property, the monthly rental for which will be no greater than 1/12th of
30 percent of the Two Person Medi an Low Income L imi t; Property Owner wi 11
notify the Coordinator, in writing, of the identifying address or number of
each low 1 bedroom apartment, of which there will be a total of 21.
2.1.5 "Affordable Apartment" means anyone of the apartments
defined in Paragraphs 2.1.3 through 2.1.4; "Affordable Apartments" means all
of such apartments collectively.
2.1. 6 "Four Person Medi an Low Income Limit" means 80 percent of
the Median Income multiplied by 100 percent (that is, 80 percent of the Median
Income), rounded to the nearest $50.
2.1. 7 "Three Person Median Low Income Limit" means 80 percent of
the Median Income multiplied by gO percent (that is, 72 percent of the Median
Income), rounded to the nearest $50.
2.1.8 "Two Person Medi an Low Income Li mit" means 80 percent of
the Median Income multiplied by 80 percent (that is, 64 percent of the Median
Income), rounded to the nearest $50.
2.1. g "One Person Medi an Low Income Limit" means 80 percent of
the Median Income multiplied by 70 percent (that is, 56 percent of the Median
Income), rounded to the nearest $50.
2.2 Qualification of Tenants. As to the Affordable Apartments, the
following will apply":
2.2.1 2 BR Apartments. Each 2 BR Apartment will be leased only
to a househol d havi ng an annual gross income not exceedi ng the Medi an Low
Income Limit for the household's size.
2.2.2 1 BR Apartments. Each 1 BR Apartment will be leased only
to a household having an annual gross income not exceeding the Median Low
Income Limit for the household's size.
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2.3 Proof of Qual ification. Property Owner will obtain from each
person( s) to whom property Owner rents an Affordabl e Apartment a "Suppl emental
Rental Application" ("the Application") in the form of Exhibit A attached
hereto (or such other form as City may from time to time adopt and of which
City notifies Property Owner in writing). Property Owner will be entitled to
rely on the Application and the supporting documents thereto in determining
the eligibility of such person(s) to rent such Affordable Apartment. Property
Owner will retain the Application and supporting documents for a period of at
least two years after the applicant thereof ceases to occupy such Affordable
Apartment.
2.4 Waiver. Property Owner may apply in writing to the Coordinator for a
waiver, as to a specifically designated Affordable Apartment. Each such
application will be accompanied by written data or other evidence relied upon
by Property OWner to show that, for the near future, there will be no
reasonable demand for such Affordabl e Apartment( s). Withi n 30 days after
receipt of any such application, the Coordinator will, in writing, either
grant or di sapprove the requested wai ver; the fai 1 ure of the Coordi nator to
act within said period will be deemed to be approval of such requested
waiver. If such waiver is granted, Property Owner may lease the Affordable
Apartment(s) affected by the granted waiver to such person(s) and at such
rental as Property Owner determines, subject to each of the following:
2.4.1 Month-to-Month Tenancy. Anything in Paragraph 2.4 to the
contrary notwi thstandl ng, the 1 ease or rental agreement wi 11 create only a
month-to-month tenancy.
2.4.2 Termination of Waiver. At any time after granting any such
waiver, the Coordinator may, by writing delivered to Property Owner, terminate
such grant. Within five days after such delivery, Property Owner will
appropriately notify the tenant(s) and occupant(s) (of the Affordable
Apartment( s) for whi ch the grant of wai ver has been termi nated) that the
month-to-month tenancy thereof wi 11 be and become termi nated one month after
del ivery of such notification by Property Owner. Property Owner will take
reasonable steps to effectuate such termination, including diligent
commencement and prosecution of an unlawful detainer action(s).
2.5 Records, Audits. Property Owner will submit to City semi-annual
certified rent rolls, disclosing with respect to each Affordable Apartment (i)
monthly rent rate, (ii) number of occupants for which the Affordable Apartment
is rented and the income of such occupant( s) . If Ci ty determi nes an audit is
necessary to verify a submitted rent roll, it will so notify Property Owner in
writing thereof. Within ten days after delivery of said notice, Property
Owner will deliver to City the names of three certified public accountants
doing business in the metropolitan San Diego area. City will promptly deliver
to Property Owner the former's approval of one or more of sai d names. The
audit will be completed by an approved certified public accountant, at
Property Owner's cost, within 60 days after the delivery to Property Owner of
City's said approval. The certified public accountant will promptly deliver a
copy of the written audit to City.
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2.6 Term. The term during which this Article 2 applies commences on the
date here~ Said term ends on the later of:
2.6.1
Occuhancy. The date whi ch is ten years after the date on
whic at least 116 of the dwelling units on the Real Property
are first occupied.
2.6.2 Bond(s). If the Real Property becomes encumbered with bond(s)
issued by Ci ty pursuant to its Industri a1 Development
Authori ty Ordi nance ("the bond( s)"), the date which is a
qual ified number of days after the date on which any of the
dwelling units on the Real Property is first occupied;
"qualified number" means, with respect to the bond(s), the
number of days which comprise the term of the bond(s) with the
longest maturity; if the Real Property does not become
encumbered by the bond(s), said ending date will be governed
by Paragraph 2.6.1.
ARTICLE 3 - Breach
3.1 Breach by City. If City breaches any of its covenants contained in
this Agreement, Property OWner will have available to it all legal and
equitable remedies afforded by the laws of the State of California.
3.2 Breach by Property OWner. If, with respect to any Affordable
Apartment, Property Owner breaches this Agreement by charging higher rent than
that herein permitted, Property OWner will, immediately upon City's demand,
(i) reduce the rent to that permitted herei nand (i i) refund to any tenants
who theretofore paid such higher rent the amount of the excess, together with
interest thereon at the rate of 10 percent per annum, computed from the
date(s) of payment of the excess by said tenants to the date of said refund.
The provisions of this paragraph constitute a third-party beneficiary contract
in favor of such tenants. Further, City is hereby granted the power (but not
the duty) to act as attorney-i n-fact of such tenants in enforc i ng thi s
paragraph.
3.3 Breach by Property OWner. If, with respect to any Affordable
Apa rtment, Property Owner breaches thi s Agreement by 1 easi ng to tenants who
are not, pursuant to Paragraph 2.2, qualified, Property OWner will,
immediately upon City's written demand, and at Property Owner's sole cost,
take all 1 awful steps to terminate such 1 easing. Each tenant who hereafter
leases or occupies an Affordable Apartment agrees that if such tenant is not
so qualified, he, she or they will immediately upon demand of Property Owner
or City (i) terminate such lease and (ii) vacate such Affordable Apartment.
3.4 Remedies Not Exclusive. The remedies set forth in Paragraphs 3.2 and
3.3 are not excluslve, but are in addition to all legal or equitable remedies
otherwise available to City.
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ARTICLE 4 - General Provisions
4.1 Assignment. The rights and obligations of Property OWner under this
Agreement may be transferred or assigned, provided such transfer or assignment
is made as a part of the conveyance of the fee of all or a portion of the Real
Property. Any such transfer or assignment will be subject to the provisions
of thi s Agreement. Duri ng the term of thi s Agreement, any such assi gnee or
transferee will observe and perform all of the duti es and obl i gati ons of
Property OWner contai ned in thi s Agreement as such duti es and ob1 i gati ons
pertain to the portion of said real property so conveyed.
4.2 Amendment or Cancellation of Agreement. This Agreement may be
amended from tlme-to-tlme by the mutual consent of the parties hereto but only
in the same manner as its adopti on. The term "thi s Agreement" i ncl udes any
such amendment properly approved and executed.
4.3 Enforcement. Unless amended or cancelled as provided in Sections 5.4
or 5.5, this Agreement is enforceable by any party to it despite a change in
the applicable general or specific plans, zoning, subdivision or building
regulations adopted by City which alter or amend the rules, regulations or
policies governing permitted uses of the land, density and design.
4.4 Hold Harmless. Property Owner agrees to and will hold City, its
officers, agents, employees and representati ves harml ess from 1 i abi 1 ity for
damage or claims for damage for personal injury including death and claims for
property damage which may arise from the direct or indirect operations of the
Property Owner or those of its contractors, subcontractors, agents, employees
or other persons acting on Property OWner's behalf which relate to the Real
Property. Property Owner agrees to and shall defend City and its officers,
agents, employees and representati ves from acti ons for damages caused or
alleged to have been caused by reason of Property Owner's activities in
connection with the Real Property.
This hold harmless agreement applies to all damages and claims for damages
suffered or alleged to have been suffered by reason of the operations referred
to in this paragraph, regardless of whether or not City prepared, supplied or
approved plans or specifications, or both, for the Real Property.
4.5 Binding Effect of Agreement. The burdens of this Agreement bind and
the benefits of the Agreement inure to the parties' successors in interest.
4.6 Relationship of Parties. It is understood that the contractual
relationship between City and Property Owner is such that Property owner is an
independent contractor and not an agent of City.
4.7 Noti ces. All noti ces, demands and correspondence requi red or
provided for under this Agreement shall be in writing and delivered in person
or dispatched by certified mail, postage prepaid. Notice required to be given
to City shall be addressed as follows:
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The City of Chula Vista
276 Fourth Avenue
Chu1a Vista, California 92010
Notices required to be given to Property Owner shall be addressed as
follows:
Terra Nova Associates
c/o Patrick Development
2643 Fourth Avenue
San Diego, CA 92103
A party may change its address by giving notice in writing to the other
party. Thereafter, notices, demands and other pertinent correspondence shall
be addressed and transmitted to the new address.
ARTICLE 5 - Conflicts of Law
5.1 Conflict of City and State or Federal Laws. In the event that state
or federal laws or regulations enacted after thlS Agreement has been entered
into prevent or precl ude compl i ance wi th one or more provi si ons of thi s
Agreement or require changes in plans, maps or permits approved by the City,
the pa rti es wi 11 :
5.1.1 Notice and Copies: Provide the other party with written
notice of such state or federal restriction, provide a copy of such regulation
or policy and statement of conflict with the provisions of this Agreement.
5.1.2 Modification Conferences: The parties will, within 30 days,
meet and confer ln good faith ln a reasonable attempt to modify this Agreement
to comply with such federal or state law or regulation.
5.2 Council Hearin~s. Thereafter, regardless of whether the parties
reach an agreement on t e effect of such federal or state 1 aw or regul ati on
upon thi s Agreement, the matter will be schedul ed for heari ng before the
Council. Ten days' written notice of such hearing will be given, pursuant to
Government Code Section 65854.5. The Council, at such hearing, will determine
the exact modi ficati on or suspensi on whi ch shall be necessi tated by such
federal or state law or regulation. Property Owner, at the hearing, will have
the right to offer oral and written testimony. Any modification or suspension
will be taken by the affirmative vote of not less than a majority of the
authorized voting members of the Council.
5.3 Cooperation in Securing Permits. The City shall cooperate with the
Property Owner in the securing of any permits which may be required as a
result of such modifications or suspensions.
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ARTICLE 6 - Annual Review
6.1 City and Land Owner Responsibilities. City will, at least every 12
months duri ng the term of thi s Agreement, revi ew the extent of good fai th
substantial compliance by Property OWner with the terms of this Agreement.
Pursuant to Government Code Section 65865.1, Property Owner will have the duty
to demonstrate its good faith compliance with the terms of this Agreement at
such peri odi c revi ew. Property OWner wi 11 be deemed to have sati sfi ed its
duty of demonstration when it presents evidence on its good faith and
substantial compliance with the major provisions of Article 2 of this
Agreement. Either party may address any requirement of this Agreement during
the revi ew. However, ten days I wri tten noti ce of any requi rement to be
addressed will be made by the requesting party. If at the time of review an
issue not previously identified in writing is required to be addressed, the
review at the request of either party will be continued to afford sufficient
time for analysis and preparation.
6.2 Qpportunity to be Heard. Upon written request to City by Property
OWner, the-Property Owner will be permitted an opportunity to be heard orally
and/or in writing at a noticed public hearing regarding its performance under
this Agreement.
6.3 Information to be Provided Property Owner. The City will, to such an
extent as is practical, deposit in the mail to Property Owner a copy of staff
reports and related exhibits concerning contract performance a minimum of ten
calendar days prior to any such review or action upon this Agreement by the
Planning Commission or the City Council.
ARTICLE 7 - Miscellaneous Provisions
7.1 Rules of Construction. The singular includes the plural and the
neuter gender 1ncludes the masculine and the feminine.
7.2 Severability. The parties hereto agree that the provisions are
severable. If any provision of this Agreement is held invalid, the remainder
of thi s Agreement will be effective and wi 11 remai n in full force and effect
unless amended or modified by mutual consent of the parties.
7.3 Entire A reement, Waivers and Amendments. This Agreement constitutes
the entire un erstan 1ng an agreement 0 t e parties. This Agreement
integrates all of the terms and conmdi ti ons menti oned herei n or i nci dental
hereto, and supersedes all negoti ati on or previ ous agreements between the
parties with respect to all or any part of the subject matter hereof. All
waivers of the provisions of this Agreement must be in writing and signed by
the appropriate authorities of the City or by Property OWner. All amendments
hereto must be in wri ti ng signed by the appropri ate authori ti es of the City
and by Property owner, in a form suitable for recording in the Office of the
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316
Recorder, County of San Diego. Within ten days of the date of this Agreement
or subsequent thereto, a copy will be recorded in the official records of San
Diego County. California.
IN WITNESS WHEREOF, this Agreement has been executed by the parties on the
day and year first above written.
TERRA NOVA ASSOCIATES, a California
general partnership
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WPC l253H
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317
SUPPLEMENTAL RENTAL APPLICATION
The rental unit for which you are applying has received
assistance under programs to encourage more affordable housing.
the unit carries a rent level restriction and is restricted to
low and moderate income households.
governmental
As a result,
occupancy by
The i nformati on requ; red on thi s form is necessary to determi ne your income
eligibility to occupy the unit. You must report all household income.
Information provided will be confidential and not subject to public disclosure
pursuant to State Government Code Section 6254(n).
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1. Rental Unit Address
2. Appl i cant Name
3. Other Household Members
4. Total Current Annual Household Income from all Sources Including Asset:
TOTAL $
Oetail :
Househol d Member
Income
Source
$
5. Total Gross Annual Househol d Income shown on most recent Federal Tax
Return from Previ ous Cal endar Year (attach copi es of most recent Federal
Tax returns from previous calendar year for all household members
recei vi ng income. Incl ude other verifi cati on of income not appeari ng on
tax forms.) $
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APPLICANT'S STATEMENT
I certify under penalty of perjury that the foregoing infonnation is true and
correct to the best of my knowledge. I understand that any misrepresentation
of the infonnation contained herein may be cause for eviction.
Si gnature
Date
Appl icant
-------------------------------------------------------------------------------
OWNER'S STATEMENT
Based on the foregoing infonnation, 1 certify under penalty of perjury that
the applicant is eligible to occupy this restricted affordable unit.
Eligibllity is based on finding that the applicant household's current annual
income is $ and does not exceed current maximum househol d
income of $ allowed under the tenns of a Development
Agreement with the City of Chula Vista regarding this residential rental
development.
Name
Title
Si gnature
Date
WPC 1253H
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RESOLUTION NO. 11944
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA AUTHORIZING SALE OF NOT TO EXCEED
$10,200,000 PRINCIPAL AMOUNT OF MULTIFAMILY
HOUSING REVENUE BONDS (TERRA NOVA ASSOCIATES
PROJECT), SERIES 1985, APPROVING INDENTURE OF
TRUST, LOAN AGREEMENT, REGULATORY AGREEMENT,
HOUSING COOPERATION AGREEMENT AND RELATED
DOCUMENTS AND OFFICIAL STATEMENT AND AUTHORIZING
OFFICIAL ACTION
The City Council of the City of Chula Vista does hereby resolve as follows:
WHEREAS, the Ci ty of Chul a Vi sta (the lOCi ty") proposes to issue its Ci ty
of Chula Vista, California, Multifamily Housing Revenue Bonds (Terra Nova
Associates Project), Series 1985, in the aggregate principal amount of not to
exceed $10,200,000 (the "Bonds"), under and pursuant to Chapter 7, Part 5 of
Division 31 of the California Health and Safety Code, in order to provide
fi nanci ng to Terra Nova Associ ates, a Cal iforni a general partnership, (the
"Developer") for the acquisition and construction of a multifamily residential
rental project (the "Project") to be 1 ocated at 440 East H Street in the City;
and
WHEREAS, the Bonds are to be issued under and pursuant to an Indenture of
Trust (the "Indenture"). dated as of March 1, 1985, between the City and First
Interstate Bank of California as trustee (the "Trustee"); and
WHEREAS, pursuant to the terms of a Proposed Regul atory Agreement and
Decl arati on of Restri cti ve Covenants dated as of March 1, 1985, among the
Ci ty, the Trustee and the Developer (the "Regul atory Agreement"), at 1 east 20%
of the dwelling units in the Project are required to be leased or rented to
persons or families of low or moderate income; and
WHEREAS, the Ci ty and the Developer propose to enter into a Housi ng
Cooperati on Agreement (the "Cooperati on Agreement") wi th respect to the
Project, pursuant to which the Developer agrees to rent sai d 20% of the
dwell i ng uni ts to certai n low or moderate income persons or fami 1 i es for
certai n maximum rental amounts, and whi ch speci fi es certai n procedures for
monitoring compliance with the requirements set forth therein; and
WHEREAS, the proceeds of the Bonds are to be loaned to the Developer under
a Loan Agreement dated as of March 1, 1985, by and between the City and the
Developer (the "Loan Agreement") pursuant to whi ch the Ci ty has agreed to 1 end
the proceeds of the Bonds to the Developer to enable the Developer to finance
the Project; and
WHEREAS, Shearson Lehman/American Express Inc. and Bank of America
Nati onal Trust and Savi ngs Associ ati on, as underwri ters (the "Underwriters")
intend to submit an offer to purchase the Bonds; and
WHEREAS, the City approves of said transactions in the public interests of
the City;
Section 1. Findings and Declarations. The City Council hereby finds and
declares that the financing of the Project from the proceeds of the Bonds as
herein described serves the public purposes of assisting persons and families
of low and moderate income w,thin the C,ty to afford the costs of decent, safe
and sanitary housing, and that except as provided in the Housing Cooperation
Agreement it is not feasible to reserve any units in the Project on a priority
basis for persons or families whose income does not exceed 50% of the median
adjusted gross income. The Ci ty Council further hereby fi nds and declares
that this resolution is adopted pursuant to the powers granted by Part 5 of
Division 31 of the California Health and Safety Code and, in particular,
Chapter 7 thereof.
Section 2. Issuance and Sale of Bonds. The City Council hereby
authori zes the issuance of the Bonds pursuant to and in accordance wi th the
terms and Provisions of the Inden:ure, all of which terms and provisions are
incorporated herein by reference. The Bonds are hereby authorized to be sold
to the Underwri ters pursuant to and in accordance with the terms of an
agreement (the "Bond Purchase Agreement") in substanti ally the form on fi 1 e
with the City Clerk, by and between the City and the Underwriters. The Mayor
is hereby authorized and directed to approve the terms of and accept an offer
to purchase the Bonds which is acceptable to the Mayor, and to execute the
Bond Purchase Agreement for and in the name and on behalf of the City;
provided that the rate of interest with respect to the Bonds shall not exceed
eleven percent (11%) per annum and the Bonds shall be sold to the Underwriter
for a price of not less than ninety-five percent (95%) of the par amount
thereof.
Section 3. Indenture. The Indenture, in substantially the form presented
to the City Council at this meeting, together with any additions thereto or
changes therein deemed necessary or advisable by the Mayor upon the advice of
bond counsel, is hereby approved. The Mayor and the City Clerk are hereby
authorized and directed to execute and deliver the Indenture for and in the
name and on behalf of the City.
Section 4. Loan Agreement. The Loan Agreement, in substantially the form
Presented to the Ci ty Counci 1 at thi s meeti ng, together wi th any addi ti ons
thereto or changes therei n deemed necessary or advi sabl e by the Ci ty Manager
upon the advice of bond counsel, is hereby approved. The Mayor and the City
Cl erk are hereby authori zed and directed to execute and del iver the Loan
Agreement for and in the name and on behalf of the City.
Section 5. Regulatory Agreement. The Regulatory Agreement, in
substantially the form presented to the City Council at this meeting, together
with any additions thereto or changes therein deemed necessary or advisable by
the Mayor upon the advice of bond counsel, is hereby approved. The Mayor and
the City Clerk are hereby authorized and directed to execute and deliver the
Regulatory Agreement for and in the name and on behalf of the City.
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Section 6. Housing Cooperation Agreement. The Housing Cooperation
Aqreement (attached as Exhibit A), in substantially the form presented to the
Ci ty Council at thi s meeti ng, together wi th any additi ons thereto or changes
therein deemed necessary or advisable by the City Manager upon the advice of
bond counsel, is hereby approved. The City Manager is hereby authori zed and
directed to execute and deliver the Development Agreement for and in the name
and on behalf of the City.
Section 7. Official Statement. The final official statement relating to
the Bonds, to be dated as of the date of the Bond Purchase Agreement,
substantially in the form presented at this meeting, is hereby approved and
the Mayor of the Ci ty is hereby authori zed and di rected to execute sai d
official statement for and in the name and on behalf of the City, and to
approve any additions to or changes in the form of said official statement as
the Mayor may deem necessary or advisable, such approval to be conclusively
evi denced by the executi on of sa i d offici al statement as so added to or
changed. The Underwriters are hereby authorized to distribute copies of said
official statement (as so added to or changed) in connection with its
reoffering and resale of the Bonds. Di stribution by the Underwriters of the
preliminary official statement relating to the Bonds is hereby approved,
confirmed and ratified.
Section 8. Official Action. All actions heretofore taken by the officers
and agents of the City with respect to the sale and issuance of the Bonds are
hereby approved, confirmed and ratified, and the Mayor, the Community
Development Director, the City Clerk, the Finance Director, the City Attorney
and any and all other 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 certificates, requisitions, agreements and other documents,
including but not limited to those described in the Bond Purchase Agreement,
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
the Bond Purchase Agreement, the Indenture and this resolution.
Section 9. Engagement of Bond Counsel. The City Council hereby approves
the engagement of Jones Hall Hill & White, A Professional Law Corporation as
bond counsel in connecti on wi th the issuance of the Bonds. The Mayor is
hereby authori zed and di rected to execute the agreement for 1 egal servi ces
with said firm in substantially the form as attached as Exhibit B.
Approved by:
WPC l069X
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ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
CHULA VISTA, CALIFORNIA, this 26th
19 85 ,by the fOllowing vote, to-wit:
Scott, Moore, Cox, Malcolm, McCandl;ss
day of
February
,-
AYES; Councilmen
NAYES: Councilmen
ABSTAIN; Councilmen
ABSENT: Councilmen
None
None
None
~.ifV R ~
Mayor ~ City of Chula Vista
ATTEST '~r 27ch.h;J
t:/ City Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO ) s s.
CITY OF CHULA VISTA )
I, JENNIE M, FULASZ, CMC, CITY CLERK of the City of Chula Vista, California,
DO HEREBY CERTIFY that the
RESOLUTION NO. 11944
above and foregoing is a full, true and correct copy of
,and that the same has not been amended or repealed.
DATED
(seal)
City Clerk
CC-660