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HomeMy WebLinkAboutReso 2006-023 RESOLUTION NO. 2006-023 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF CHULA VISTA VARIABLE RATE DEMAND MULTIFAMILY HOUSING REFUNDING REVENUE BONDS (TERESINA APARTMENTS), SERIES 2006A, IN A COMBINED PRINCIPAL AMOUNT NOT TO EXCEED $40,000,000, AUTHORIZING THE ISSUANCE OF SUCH REFUNDING BONDS AND OTHER RELATED DOCUMENTS, AND APPROVING OTHER RELATED ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE REFUNDING BONDS WHEREAS, Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (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, on November 10, 1998, pursuant to the Act, the City of Chula Vista, California (City) adopted its Resolution No. 19255 authorizing the issuance of the City of Chula Vista Multifamily Housing Revenue Bonds, Series 1998A (Gateway Town Center) (Series 1998A Bonds) and the 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 "Prior Bonds") in total aggregate principal amount of $43,000,000 secured by a Trust Indenture, dated as of November I, 1998 (Prior Indenture), by and between the City and U.S. Bank National Association, as successor trustee to State Street Bank and Trust Company of California, N.A. (Trustee), to finance a 440-unit multifamily housing project known as "Teresina Apartments" located at the southwest corner of East Palomar Street and La Media Road (Project), which the Project is currently owned by Eagle Lomas Verdes L.P., a Delaware limited partnership (Borrower); and WHEREAS, the City is authorized and wishes to issue revenue refunding bonds pursuant to the provisions of Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code ofthe State of California (Refunding Law) to refund the Prior Bonds; and WHEREAS, the Borrower desires to refinance the Project by prepaying the mortgage loan made from the proceeds of the Prior Bonds and has requested that the City issue refunding bonds pursuant to the Refunding Law to refund the Prior Bonds, and the City has determined that the refunding of the Prior Bonds will accomplish a valid public purpose of the City by providing housing for very low income persons and families within the meaning of the Act, and the City now intends to issue its Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Teresina Apartments), Series 2006A (Refunding Bonds), in the aggregate principal amount not to exceed $40,000,000, the proceeds of which will be used to refund all outstanding Prior Bonds and pay a portion of the costs of issuing the Refunding Bonds; and Resolution No. 2006-023 Page 2 WHEREAS, all acts, conditions and things required by the Refunding Law and by all other applicable 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 Refunding Bonds exist, have or will have happened, and have been or will 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 the Refunding Bonds for the purpose, in the manner and upon the terms herein provided; and WHEREAS, the forms of the following documents (each as defined herein) have been submitted to the City for approval: Indenture, the Financing Agreement, the Escrow Agreements, the Bond Purchase Agreement, the Preliminary Official Statement, the Loan Documents and the Amended and Restated Regulatory Agreement; and WHEREAS, the City hereby finds and declares that this Resolution is being adopted pursuant to the powers granted by the Refunding Law. NOW, THEREFORE, BE IT RESOLVED by the City Council, as follows: Section 1. The above recitals, and each of them, are true and correct. Section 2. Pursuant to the Refunding Law, the Refunding Bonds are hereby authorized to be issued pursuant to the provisions ofthe Indenture (defined below), related to the Refunded Bonds. The form of the Refunding Bonds as set forth in the Indenture is hereby approved in substantially the form 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 Refunded Bonds shall be used to make a mortgage loan to the Borrower. Section 3. U.S. Bank National Association is hereby appointed as Trustee (Trustee) under the Indenture, with the powers and duties of the Trustee as set forth in the Indenture and is hereby appointed as escrow agent under each of the Escrow Agreements (Escrow Agreements), among the City, the Borrower and U.S. Bank National Association (Escrow Agent), with the powers and duties as set forth in the Escrow Agreements. Section 4. The proposed form of the Trust Indenture related to the Refunding Bonds (Indenture) by and between the City and the Trustee presented to this meeting is hereby approved. Each of the Mayor, the City Manager, the Deputy City Manager, the Finance Director 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 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 Indenture, with the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such document, provided that such Resolution No. 2006-023 Page 3 additions or changes shall not authorize a combined aggregate principal amount of Bonds in excess of $40,000,000. Section 5. The proposed forms of the Escrow Agreements related to the Prior Bonds presented to this meeting are hereby approved. Each of the Mayor, the City Manager, the Deputy City Manager, the Finance Director 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 Escrow Agreement related to the Series 1998A Bonds and the Escrow Agreement related to the Series 1998B Bonds 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 such documents, the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such documents. Section 6. The proposed form of Bond Purchase Agreement, by and among the City, the Borrower and Newman & Associates, a Division of GMAC Commercial Holding Capital Markets (Underwriter) related to the Refunding Bonds, presented to this meeting (Bond Purchase Agreement), is hereby approved. Each of the Mayor, the City Manager, the Deputy City Manager, the Finance Director 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 accept the offer of the Underwriter to purchase the Refunding 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 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 Refunding Bonds shall not exceed $40,000,000. Section 7. The proposed form of the Financing Agreement related to the Refunding Bonds (Financing 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, the Finance Director 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 Financing Agreement in substantially the form 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 such document, the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such document. Section 8. The proposed form of the Loan Documents related to the Refunding Bonds, as such term is defined in the Indenture (Loan Documents), are hereby approved in substantially the form presented at this meeting for use in connection with the loan to the Borrower pursuant to the Financing Agreement. Each of the Mayor, the City Manager, the Deputy City Manager, the Finance Director 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 Loan Documents to which the City is a party 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 such Resolution No. 2006-023 Page 4 documents, the approval of such officer or officers to be evidenced conclusively by the execution and delivery of such documents. Section 9. The proposed form of Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants (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, the Finance Director 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 Preliminary Official Statement related to the Refunding Bonds (Preliminary Official Statement) presented to this meeting is hereby approved, and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Refunding Bonds in the form hereby approved, 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, the Finance Director 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 Refunding 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 Official Statement. Section II. All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Refunding Bonds are hereby approved, confirmed and ratified. The Mayor, the City Manager, the Deputy City Manager, the Finance Director, the City Attorney, and their designees, 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 Loan Documents for the Refunding Bonds to Fannie Mae, and instructions to the Trustee to authenticate the Refunding Bonds and to pay the costs of issuing the Refunding Bonds, in accordance with the provisions of the Indenture, the Financing Agreement or the Regulatory Agreement, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Refunding Bonds in accordance with this Resolution and to carry out and administer the Project and the Refunding Bonds in accordance with the terms of the documents relating to the Refunding Bonds. Should the Mayor be unavailable to execute any ofthe 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. . Resolution No. 2006-023 Page 5 Section 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 provisions of this Resolution. Section 13. This Resolution shall take effect immediately upon its adoption. Presented by Approved as to form by ~U(--0 Dana Smith Community Development Director ~~~~~<.\\\- Ann Moore City Attorney PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 17th day of January 2006 by the following vote: AYES: Councilmembers: Castaneda, Chavez, McCann, Rindone, and Padilla NAYS: Councilmembers: None ABSENT: Councilmembers: ATTEST: ~ ~U tG.. i~~'.--J Susan Bigelow, MMC, City . rk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certifY that the foregoing Resolution No. 2006-023 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 17th day of January 2006. Executed this 17th day of January 2006. -~;fu Lt..I3:~ 1 ~ Susan Bigelow, MMC, City Cle