HomeMy WebLinkAboutReso 2007-077
RESOLUTION NO. 2007-077
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA CONSENTING TO THE TRANSFER OF THE
TERESINA APARTMENTS PROJECT FROM EAGLE LOMAS
VERDES, L.P. TO EQUITY RESIDENTIAL, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE ALL RELATED
DOCUMENTS NECESSARY IN THE TRANSFER
WHEREAS, the City of Chula Vista California (City) has previously issued its $37,940,000
aggregate principal amount Variable Rate Demand Multifamily Housing Refunding Revenue Bonds
(Teresina Apartments), Series 2006A (Bonds) to refinance the acquisition and construction of a
multifamily residential rental project known as "Teresina Apartments" (Project); and
WHEREAS, in connection with such financing, the City and U.S. Bank National
Association, as trustee (Trustee), entered into that certain Trust Indenture, dated as of April I, 2006
(Indenture); and
WHEREAS, in connection with the issuance of the Bonds, the City, the Trustee and Eagle
Lomas Verdes, L.P., a Delaware limited partnership (Owner) have executed and delivered that
certain Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants
dated as of April I, 2006 (Regulatory Agreement) with respect to the Project; and
WHEREAS, the Owner desires to sell the Project to EQR-Teresina Limited Partnership, a
Delaware limited partnership (New Owner); and
WHEREAS, the Owner desires to assign the obligations of the Owner under the Regulatory
Agreement and other Bond Documents (as defined in the Indenture) to which the Owner is a party
for the period from and after the New Owner's acquisition of the Project, and the New Owner desires
to assume the obligations of the Owner under the Regulatory Agreement and other Bond Documents
(as defined in the Indenture) to which the Owner is a party for the period from and after the New
Owner's acquisition of the Project, pursuant to that certain Assignment and Assumption Agreement,
by and among the Owner, New Owner, the Trustee and the City, dated as of April I, 2007
(Assignment and Assumption Agreement); and
WHEREAS, the form of an Assignment and Assumption Agreement has been submitted to
the City for approval; and
WHEREAS, the City desires to consent to the transfer of the Project and the assumption of
the Regulatory Agreement by the New Owner; and
WHEREAS, capitalized terms not otherwise defined herein shall have the meaning set forth
in the Indenture.
Resolution No. 2007-077
Page 2
NOW, THEREFORE, BE IT RESOLVED by the City Council ofthe City of Chula Vista as
follows:
Secti on I.
The above recitals, and each of them, are true and correct.
Section 2.
The City hereby consents to the transfer of the Project to the New Owner.
Section 3. The proposed form of Assignment and Assumption Agreement presented at
this meeting is hereby approved as the form of Assignment and Assumption Agreement. Each of the
Mayor, City Manager, Deputy City Manger, Finance Director and 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 Assignment and Assumption 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 the same. The
approval of such officer or officers shall be evidenced conclusively by the execution and delivery of
the Assignment and Assumption Agreement.
Section 4. All actions heretofore taken by the officers and agents of the City with respect
to the Assignment and Assumption Agreement are hereby approved, confirmed and ratified. Upon
approval of the City Attorney and Bond Counsel, 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, but not limited to, those described in the Indenture and the Assignment and Assumption
Agreement herein approved which they, or any of them, may deem necessary or advisable in order to
consummate the lawful execution and delivery of the Assignment and Assumption Agreement in
accordance with this Resolution. The Mayor, City Manager, Deputy City Manager, Finance Director
and Clerk of the City are hereby authorized and directed to execute and deliver from time to time any
certificates, statements, requests, notices or orders as are required with respect to certain discretionary
actions that may be taken by the City under the Assignment and Assumption Agreement in order to
carry out the execution and delivery of the Assignment and Assumption Agreement.
Section 5.
This Resolution shall take effect immediately upon its adoption.
PreOO"L Z
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Acting Community Development Director
Approved as to form by
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,
Ann Moore
City Attorney
Resolution No. 2007-077
Page 3
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
California, this 3rd day of April 2007 by the following vote:
AYES:
Councilmembers:
Castaneda, McCann, Ramirez, Rindone, and Cox
NAYS:
Councilmembers:
None
ABSENT:
Councilmembers:
None
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Lk"1
Cheryl Cox, Mayor D .
ATTEST:
.-r-_ -1-u tL0 ~ 1 ~
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. 2007-077 was duly passed, approved, and adopted by the City Council at a
regular meeting ofthe Chula Vista City Council held on the 3rd day of April 2007.
Executed this 3rd day of April 2007.
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Susan Bigelow, MMC, City Cle -