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HomeMy WebLinkAbout1993-05-11; City Council; Resolution 93-138i 1 2 3 4 5 6 0 0 RESOLUTION NO. 9 3 - 13 8 I A RESOLUTION OF THE CITY OF CARISBAD, CALIFORNIA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED $15,920,000 FOR THE PURPOSE OF REFUNDING BONDS PREVIOUSLY ISSUED BY THE CITY TO FINANCE THE COST OF A MULTIFAMILY RENTAL HOUSING PROJEm, DETERMINING AND PRESCRIBING CERTAIN MATIERS RELATING THERETO, AND APPROVING AND AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS, AGREEMENTS AND ACI'IONS (LA COSTA PARTNERS) 7 a WHEREAS, on March 19, 1985, pursuant to Chapter 7 of Part 5 of Division 31 of 9 10 Health and Safety Code of the State of California (the "Act"), the City adopted its Resolu 11 No. 7939 authorizing the issuance of the City's $15,920,000 Multifamily Housing Reve 12 Bonds, Series A of 1985 (La Costa Apartments Project) (the "Prior Bonds") secured b! 13 Indenture of Trust dated as of April 1,1985 (the "Prior Bonds Indenture") between the 14 and the Bank of California, N.A., the predecessor in interest to First Trust of Calif01 15 National Association, as trustee for the Prior Bonds (the "Prior Bonds Trustee"), to pro 16 financing for a 320-unit multifamily residential rental project know as La Costa Apartm l7 located in the City of Carlsbad (the "Project"), which was constructed by La Costa Pam l8 a California general partnership (the "Owner"); and l9 11 WHEREAS, the Owner desires to refinance the Project by prepaying the loan made f 20 the proceeds of the Prior Bonds and has requested that the City issue refunding bond 21 refund the Prior Bonds, and the City has determined that the refunding of the Prior Bc 22 wiU accomplish a valid public purpose of the City by continuing to provide housing 23 lower income persons and families within the meaning of the Act, and the City now intc 24 25 to issue its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds, Sc 26 exclusively to refund all outstanding Prior Bonds; and 27 A of 1993 (La Costa Apartments Project) (the "Bonds"), the proceeds of which will be 1 28 /// .. ll 0 0 1 WHEREAS, the Owner has requested that the Prior Bonds Indenture be amendec 2 4 respect to the Prior Bonds to be made from the proceeds of a letter of credit to be provil 3 permit the payment of a redemption premium in an amount not to exceed $159,200 Y by Bank of America National Trust and Savings Association (the "Bank"); and 5 11 WHEREAS, the City is authorized and wishes to issue revenue refunding bo 6 7 8 9 10 11 12 pursuant to the provisions of Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of Government Code of the State of California (the "Refunding Law") to refund the P Bonds and wishes to amend the Prior Bonds Indenture to facilitate the refunding of Prior Bonds; and WHEREAS, notice of a public hearing regarding the issuance of the Bonds has been ( published in accordance with the requirements of Section 147(f) of the Internal Reve 13 14 Code of 1986 (the "Code") and applicable elected representatives to conduct a public hearing regarding the issuance of 15 WHEREAS, the members of the City Council (the "City Council") of the City are 16 (( Bonds; and I.7' 11 WHEREAS, this City Council has conducted a public hearing regarding the issuanc l8 19 the Bonds and has determined the issuance of the Bonds to be in the public interest, proceeds of which are to be used to make a mortgage loan (the "Loan") evidenced 1 promissory note (the "Note") to the Owner to re-finance the Project, all in furtheranc 2o I 21 22 the purposes of the Refunding Law and the public safety, health and welfare of the citi 23 24 of the State of California and the City; and WHEREAS, all acts, conditions and things required by the Refunding Law and b: 25 other laws of the State of California, to exist, to have happened and to have been perfor 26 27 precedent to and in connection with the issuance of the Bonds exist, have happened, have been performed in regular and due time, form and manner as required by law, an( 28 City is now duly authorized and empowered, pursuant to each and every requiremeni a 0 1 and 2 law, to issue the Bonds for the purpose, in the manner and upon the terms herein provid 3 WEREAS, the Bonds are to be issued hereunder in an aggregate principal amount 4 to exceed $15,920,000 and are to be designated as the "City of Carlsbad, California, Varia 5 // Rate Demand Multifamily Housing Revenue Refunding Bonds, Series A of 1993 (La Cc 6 7 8 9 Apartments Project"); and WHEREAS, the forms of the various documents have been submitted to this City COUI for approval; 10 /I NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlsbac 11 12 13 l8 amount thereof, all as may be specified in the Bond Purchase Agreement approved bel I? not exceed 10% and the price thereof shall not be less than 100% of the aggregate princ 16 amount not to exceed $15,920,000, provided that the initial interest rate on the Bonds s 15 Council hereby approves the issuance by the City of the Bonds in an aggregate princ 14 2. In accordance with the procedures set forth in Section 147(f) of the Code, this 1 It is the purpose and intent of this City Council that this Resolution constitute approv; 19 1 the issuance of the Bonds by the applicable elected representative of the governmental follows: 1. The above recitals, and each of them, are true and correct. 2o // having jurisdiction over the area in which the Project is located in accordance with Sec 21 22 23 24 "Indenture"), Loan Agreement (including the form of Note and Administration Agree1 25 attached as Exhibits thereto), Amended and Restated Regulatory Agreement and Declarz 26 of Restrictive Covenants (the "Regulatory Agreement"), Agreement Regarding Redemp 27 Defeasance and Payment of Prior Bonds (the "Escrow Agreement"), Memoranduz 28 Assignment of First Deed of Trust and Assignment of Rents and Fixture Filing, 147(f) of the Code. 3. The proposed forms of First Supplemental Indenture, Indenture of Trust I1 I! 0 0 1 presented at this meeting are hereby each approved as the forms of said respect 2 Subordination, Nondisturbance and Attornment Agreement, and Intercreditor Agreemc 3 directed, for and in the name of the City, to execute and deliver each such document 5 the Prior Bonds Indenture. The Mayor and the City Clerk are hereby authorized e * documents to be used in connection with the issuance of the Bonds and the amendmenl substantially the form hereby approved, with such additions thereto and changes therein 6 7 11 may be approved by the officers of the City executing the same, upon consultation with 8 // City Attorney. Approval of such additions and changes shall be conclusively evidencec 9 10 I! the execution and delivery of such documents by such officers. 11 4. The form of the Bonds as set forth in the Indenture (as the Indenture may l2 modified pursuant to the provisions of Section 3 hereof) is hereby approved. The Mz 13 and the City Clerk are hereby authorized and directed to execute, by manual or facsir 14 signature in the name and on behalf of the City and under its seal, Bonds in the aggrej 15 principal amount set forth hereinabove in accordance with the Indenture. 16 18 meeting is hereby approved in the form presented, and the underwriters named in the B l7 5. The form of the Preliminary Official Statement relating to the Bonds presented at Purchase Agreement (the "Underwriter") is hereby authorized to distribute the PreW 19 Official Statement to prospective purchasers in the form hereby approved, together . 20 such conforming changes therein or additions thereto as are determined necessary bJ 21 Mayor, upon consultation with the City Attorney, to make such Preliminary Ofi Statement "final" as of its date, within the meaning of Rule 15~2-12 of the Securities 22 23 24 Exchange Commission (the "Rule"), and the Mayor is hereby authorized and directe 25 execute a final Official Statement in substantially the form of the Preliminary Of: 26 Mayor, upon consultation with the City Attorney, to make such Official Statement cog 27 Statement, together with changes therein and additions as are deemed necessary bj and accurate as of its date. Approval of such additions and changes shall be conclus: 28 !! ii 0 0 evidenced by the execution and delivery of the final Official Statement by the Mayor. 7 Underwriter is further authorized to distribute the final Official Statement to the purchas of the Bonds upon its execution as described above. 1 2 3 4 6. The form of Bond Purchase Agreement (the "Purchase Agreement") presented at t 5 meeting and the sale of the Bonds pursuant thereto are hereby approved; and upon rece 6 of a completed Purchase Agreement, executed by a duly authorized representative of 7 Underwriter, the Mayor is authorized and directed to evidence the City's acceptance of 8 offer made thereby by executing and delivering the same in substantially the fonn her 9 approved with such additions thereto and changes therein as may be approved by lo Mayor, upon consultation with the City Attorney. Approval of such additions and chan 11 shall be conclusively evidenced by the execution and delivery of the Purchase Agreem 12 by the Mayor. 13 14 15 16 17 7. First Trust of California, National Association, (the "Trustee") is hereby appoh as Trustee for the City and the owners of the Bonds with the powers and duties set fi in the Indenture, the Loan Agreement, the Escrow Agreement, the Intercreditor Agreen and the Regulatory Agreement; provided, however, that the Financial Management Dire may approve the selection of another trustee meeting the criteria set forth in the Inden 19 if such a substitution is deemed by the Financial Management Director to be advisabl l8 i 20 21 consummate the delivery of the Bonds in a timely and cost efficient manner. The Tru 24 and to deliver the Bonds, when duly executed and authenticated, in accordance with wr 23 the Bonds by executing the certificate of authentication and registration appearing the 22 or its agent appointed under the Indenture is hereby requested and directed to authenti instructions executed on behalf of the City by the Financial Management Director, w 25 instructions said officer is hereby authorized and directed, for and in the name an 26 behalf of the City, to execute and deliver to the Trustee. Such instructions shall provid 27 the delivery of the Bonds in accordance with the Purchase Agreement, upon payment a 28 purchase price thereof. 1 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 e e 8. The Financial Management Director is hereby authorized to select a Progr; Administrator who shall enter into the Administration Agreement. 9. The proceeds of the Bonds shall be expended solely to refund the Prior Bonds a1 to reimburse Bank of America National Trust and Savings Association for payment of t principal amount of the Prior Bonds as provided by the Indenture and the Escr Agreement. The City hereby approves the refinancing of the loan to the Owner accordance with the terms and conditions of the various documents described herein to executed by the Owner and the City. 10. All actions heretofore taken by the officers and agents of the City with respec the sale and issuance of the Bonds are hereby approved, confinned and ratified, and Financial Management Director or the City Attorney is hereby authorized and direc jointly and severally, for and in the name and behalf of the City, to do any and all thi and take any and all actions and execute and deliver any and all certificates, agreem and other documents necessary to accomplish the issuance, sale and delivery of the Bc in accordance with the provisions of this resolution. 11. All resolutions or parts thereof in conflict herewith are, to the extent of s conflict, hereby repealed. 12. If any section, paragraph or provisions of this Resolution shall be held to be in7 or unenforceable for any reason, the invalidity or unenforceability of such sec paragraph or provision shall not affect any remaining provisions of the resolution. /// /// /// /// /// /// ~ 1 I) 1 2 3 4 5 6 7 8 9 10 11 12 13 a 0 13. This resolution shall take effect on the date of its adoption. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the c of Carlsbad, California on the 1 lth day of MAY , 1993, by following vote, to wit: AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Finnila NOES: None ABSENT: None 14 15 ATTEST: 16 ALEWA L. RAUTENKRANZ, City Clerk 1 I-7 I I-8 ~ 19 I 20 21 22 23 24 25 26 27 28 (SEAL) I1