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HomeMy WebLinkAbout1985-03-19; City Council; Resolution 79391 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 7939 A RESOLUTION OF THE CITY OF CARLSBAD, CALIFORNIA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED $16,000,000 FOR THE PURPOSE OF MAKING A LOAN TO PROVIDE FUNDS TO PROVIDE THE INTERIM AND PERMANENT FINANCING OF THE COST OF DEVELOPING A MULTIFAMILY RENTAL PROJECT, DETERMINING AND PRESCRIBING CERTAIN MATTERS RELATING THERETO, AND APPROVING AND AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS, AGREEMENTS AND ACTIONS. (LA COSTA PARTNERS) WHEREAS, by the provisions of Chapter 7 of Part 5 of Divisic 31 of th Health and Safety Code of the State of California (the "Act") the City is authorized to issue multifamily mortgage revenue bonds for the purpose of making loans or otherwise providin funds to finance the development of affordable multifamily rental housing in order to meet a substantial housing need identified in the community; and WHEREAS, the City desires to make a loan (the "Developer Loan") to La Costa Partners, Rodney F. Stone and George Fermanian (the "Developer"), to finance the construction of a 320 unit multifamily rental housing development (the "Project") , and in order to do so intends to sell and issue not to exceed $16,000,000 of its Multifamily Housing Revenue Bonds, Series 1985B (La Costa Partners) (the "Bonds") ; and WHEREAS, the City Council has now determined to make the Developer Loan to provide funds to assist in the financing of the Project for the purpose of providing housing for low and moderate income persons or families; and WHEREAS, there have been prepared and presented to the City Council for consideration at this meeting the following instruments: 1 2 3 4 5 6 7 € 9 1c 11 12 1: 14 1: 1( 1: 1Z 1< 2( 2: 2; 2: 2r 21 2( 2' 21 0 The form of Indenture of Trust (the "Indenture"), including the form of Bond; The form of Loan Agreement; The form of Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") ; The form of Bond Purchase Contract; The forms of the Deed of Trust, Assignment of Rents and Security Agreement, Second Deed of Trust, Assignment of Rents and Security Agreement and Third Deed of Trust, Security Agreement and Assignment of Rents (collectively the "Deeds of Trust"), The form of the Developer Agreement; The form on Intercreditor Agreement; WHEREAS, it appears that each of the documents and instruments referred to above which is now before this meeting is in appropriate form and is an appropriate instrument to be execute and delivered for the purposes intended; and WHEREAS, Newman and Associates, Inc. and PaineWebber Inc. (collectively, the "Underwriter") have expressed their intention -2- .a 5 E 7 E s 1c 11 1; 1: 14 If I( 1: 1t 1$ 2( 2: 2: 2; 21 21 2( 2' 21 Section 2. Authorization of the Bonds. For the purpose of raising moneys with which to make the Developer Loan in order to effectuate the construction and permanent financing of the Project, the City hereby determines to issue the Bonds, in a principal amount not to exceed $16,000,000, which the exact principal amount to be such amount as is necessary to finance the Developer Loan for the Project. substantially the form set forth in the Indenture, with such appropriate variations, omissions, insertions and provisions as are permitted or required by the Indenture, which shall be appropriately completed when the Bonds are prepared. The Bonds shall be in The Bonds shall be limited obligations of the City and shall to purchase the Bonds, and the City Council finds that the public interest and necessity require that the City at this time make arrangements for the sale of the Bonds; and WHEREAS, pursuant to S103(k) of the Internal Revenue Code Df 1954, as amended, the City Council has held a public hearing regarding the issuance of the Bonds and now desires to authorize the issuance of the Bonds; NOW, THEREFORE, the Council of the City of Carlsbad hereby FINDS, DETERMINES, ORDERS AND RESOLVES as follows: Section 1. Finding and Determination. It is hereby found and determined that it is necessary and desirable for the City to assist in the financing of the Project through the issuance and sale of the Bonds in order to assist in the development of dwelling units to be occupied by low and moderate income person in the community. -3- # 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 be payable as to principal, premium, if any, and interest, and the obligations of the City under the Indenture shall be paid and satisfied, solely from the revenues, receipts and other moneys pledged therefore under the Indenture. Section 3. Execution and Delivery of the Bonds. The Bonds shall be executed on behalf of the City by the manual or facsimile signature of the Mayor or Deputy Mayor, and the Official seal of the City, or a facsimile thereof, shall be impressed or imprinted thereon and attested with the manual or facsimile signature of the City Clerk. Section 4. Approval of Indenture. To provide for the details of the Bonds, and to prescribe the terms and conditions upon which they are to be issued, secured, executed, authenticated and held and upon which the Developer Loan is to be made and serviced, the Mayor and the City Clerk are hereby authorized to execute and deliver the Indenture, in substantially the form presented to this meeting or with such changes as may be approved by the officers of the City executing the same, upon consultation with the City attorney, their execution thereof to constitute conclusive evidence of their approval of all changes form the form of Indenture presented to this meeting, which form of Indentuv is hereby in all respects approved and incorporated by reference and made a part hereof. Section 5. Approval of Loan Aqreement. To provide for the details of the making of the Developer Loan, and the duties and obligations of the Developer, the Mayor or the City Clerk are hereby authorized to execute and deliver the Loan agreement, in substantially for form presented to this meeting or with such -4- 3- 1 2 3 4 5 6 7 e 9 1c 11 12 12 14 1: 1E 1'; 1E 1s 2( 23 2: 2; 21 2f 2t 2' 2t 2hanges as may be approved by the officers of the City executing the same, upon consultation with the City Attorney, their execution thereof to constitute conclusive evidence of their approval of all changes from the form of Loan Agreement presented to this aeeting, which form of Loan Agreement is hereby in all respects approved and incorporated by reference and made a part hereof. Section 6. Approval of Regulatory Agreement. To provide for certain conditions and terms of the operation of the project and the duties and obligations of the Developer, the Mayor, and the City Clerk are hereby authorized to execute the Regulatory Agreement, in substantially the form presented to this meeting or with such changes as may be approved by the officers of the City executing the same, their execution thereof to constitute conclusive evidence of their approval of all changes form the form of Regulatory Agreement presented to this meeting, which form of Regulatory Agreement is in all respects approved and incorporated by reference and made a part hereof. San Diego, State of California and federal housing programs, it is hereby found and determined that it is not feasible to make any of the units to be reserved for low and moderate income individuals or families in the Project available to very low income households except in the manner and to the extent set forth in the form of Regulatory Agreement. upon consultation with the City Attorney, Based upon information available from County of Section 7. Approval of Bond Purchase Contract. The form of Bond Purchase contract presented to this meeting is hereby approved in all respects and incorporated herein by reference and made a part hereof, and the Mayor is hereby authorized to -5- c 1 2 3 4 5 6 7 e 9 IC 11 1% 12 14 15 1€ 17 1E 1s 2c 21 22 2: 24 2E 2E 27 2E execute and deliver to the Underwriter a Bond Purchase Contract in substantially such form or with such changes as may be approved by the officer of the City executing the same, upon consultation with the City Attorney, such execution to constitute conclusive evidence of the approval by such officer of all changes form the form of Bond Purchase Contract presented to this meeting, which form of Bond Purchase Contract is in all respects approved and incorporated by reference and made a part hereof. Section 8. Approval of the Deeds of Trust. The forms of the Deeds of Trust presented to this meeting are hereby approvei in all respects and incorporated herein by reference andmade a part hereof, and the Mayor is hereby authorized to execute and deliver to the Deed of Trust in substantially such form or with such changes as may be approved by the officer of the City executing the same, upon consultation with the City Attorney, such execution to constitute conclusive evidence of the approval of such officer of all changes form the form of the Deeds of Trust presented to this meeting, which form of the Deeds of Trust is in all respects approved and incorporated by reference and made a part hereof. Section 9. Approval of Developer Agreement. The form of Developer Agreement presented to this meeting is hereby approve( in all respects and incorporated herein by reference and made a part hereof, and the Mayor is hereby authorized to execute and deliver a Developer Agreement in substantially such form or with such changes as may be approved by the officer of the City executing the same, upon consultation with the City Attorney, such execution to constitute conclusive evidence of approval -6- 1 2 3 4 5 6 7 8 9 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 by such officer of all changes from the form of Developer Agreement presented to this meeting, which form of Developer Agreement is in all respects approved and incorporated by reference and made a part hereof. Section 10. Approval of Official Statement. The form of Preliminary Official Statement presented to this meeting is hereby in all respects approved and incorporated herein by reference and made a part hereof and the Underwriters are authorized to distribute the Preliminary Official Statement in connection with the sale of the Bonds, and the Mayor is hereby authorized to execute and deliver a final Official Statement in substantially such form or with such changes therein as may be approved by the officer of the City executing the same, upon consultation with the City Attorney, such execution to constitute conclusive evidence of the approval by such officer of all changes from the form of Preliminary Official Statement presented to this meeting, which form of Preliminary Official Statement is in all respects approved and incorporated by reference and made a part hereof. Section 11. Approval of Intercreditor Agreement. The form of Intercreditor Agreement substantially in the form submittec to this meeting is hereby approved, and the Mayor, and the City Clerk are hereby authorized to execute and deliver an Intercredito: Agreement in substantially such form or with such execution to constitute conclusive evidence of the approval of such officers of all changes from the form of Intercreditor Agreement presented to this meeting, which form of Intercreditor Agreement is is all respects approved and incorporated by reference and made -7- 1 L 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 a part hereof. Section 12. SeLection o Trustee. The Bank of California, N.A. is hereby selected to serve as the Trustee under the Indenture, provided that, if necessary, the City Manager is hereby authorized and directed to select a substitute trustee to serve as Trustee under the Indenture, provided that such Trustee must comply with the qualification requirements set forth in Section 901 of the Indenture. 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 Agreement, in accordance with written instructions executed on behalf of the City by the Director of Building and Planning, which instructions said officer is hereby authorized and directed, for an 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 in accordance with the Bond Purchase Agreement, upon payment of the purchase price thereof. Section 13. Action s Ratified and Authorized. 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 Director of Building and Planning and the City Attorney are hereby authorized and directed, for an 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 Bond Purchase Agreement, -8- 4 1 2 ;? 4 5 6 7 e 9 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the making of the Developer Loan in accordance with the Act and this resolution. Section 14. Conflicting Resolutions Repealed. All resolutions or parts thereto in conflict herewith are, to the extent of such conflict, hereby repealed. Section 15. Severability. 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 16. Resolution Constitutes Approval. It is the purpose and intent of this City Council that this resolution constitute approval of the Bonds by the applicable elected representative in accordance with $103(k) of the Internal Revenue Code of 1954, as amended. Section 17. Effective Date. This resolution shall take effect on the date of its adoption. PASSED, APPROVED AND ADOPTED on this 19th day of March 1985, by the following, to wit: AYES : Council bkrtbers Casler, Lewis, Kulchin, chick and Pettine NOES: Wne ABSENT: rk (Seal)