HomeMy WebLinkAbout2011-04-26; City Council; Resolution 2011-0701
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A RESOLUTION OF THE CITY OF CARLSBAD,
CALIFORNIA APPROVING AND AUTHORIZING THE
EXECUTION OF VARIOUS DOCUMENTS AND TAKING OF
VARIOUS ACTIONS TO EFFECT THE DELIVERY OF A
SUBSTITUTE CREDIT FACILITY FOR THE SANTA FE
RANCH APARTMENTS PROJECT
WHEREAS, on March 19, 1985, pursuant to Chapter 7 of Part 5 of Division 31 of the Health
and Safety Code of the State of California (the "Act"), the City of Carlsbad, California (the "City")
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RESOLUTION NO. 2011-070
adopted its Resolution No. 7939 authorizing the issuance of the City's $15,920,000 Multifamily
Housing Revenue Bonds, Series A of 1985 (La Costa Apartments Project) (the "Original Bonds")
secured by an Indenture of Trust dated as of April 1, 1985 between the City and The Bank of
California, N.A., the predecessor in interest to First Trust of California, National Association, as
trustee for the Original Bonds, to provide financing for a 320-unit multifamily residential rental
project, originally known as "La Costa Apartments" located in the City (the "Project"), which was
constructed by La Costa Partners, a California general partnership (the "Original Owner"); and
WHEREAS, on May 27, 1993, the City issued its Variable Rate Demand Multifamily
Housing Revenue Refunding Bonds, Series A of 1993 (La Costa Apartments Project) (the "Bonds"),
pursuant to an Indenture of Trust dated as of May 1, 1993 (the "Indenture") between the City and
First Trust of California, National Association, the proceeds of which were used to refund all of the
outstanding Original Bonds; and
WHEREAS, on June 23, 1998, the ownership of the Project was transferred by the Original
Owner to The Northwestern Mutual Life Insurance Company (the "Prior Owner"); and
WHEREAS, on May 23, 2002, the Prior Owner sold the Project to Santa Fe Ranch, LLC
(the "Current Owner") and the City authorized the approval of the sale through its adoption of
Resolution No. 2002-143 on May 14, 2002; and
WHEREAS, upon the sale of the Project, the Current Owner caused a Credit Enhancement
Agreement to be provided by the Federal Home Loan Mortgage Corporation ("Freddie Mac") at27
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1 which time various amendments were made to the Indenture through the execution and delivery of an
2 Amended and Restated Indenture of Trust dated as of May 1, 2002 (the "Amended Indenture") and
3 other documents related to the Bonds; and
4 WHEREAS, the Credit Enhancement Agreement for Freddie Mac expires on June 6, 2011,
and the Current Owner has requested that the City approve various amendments to the Amended
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Indenture and other documents related to the Bonds to facilitate the delivery of a letter of credit (the
7 "Substitute Credit Facility") from Wells Fargo Bank, National Association (the "Bank") to secure the
8 Bonds; and
9 WHEREAS, the City desires to authorize the amendments to the existing documents related
10 to the Bonds in order to effect the delivery of the Substitute Credit Facility by the Bank; and
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WHEREAS, the forms of the various documents necessary to effect the delivery of the
12 Substitute Credit Facility by the Bank have been submitted to this City Council for approval;
13 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlsbad as
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15 1. The above recitals, and each of them, are true and correct.
16 2. The proposed forms of Second Amended and Restated Indenture of Trust (the
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"Second Amended Indenture"), Second Amended and Restated Loan Agreement, First Amendment
18 to Second Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants,
19 Second Amended and Restated Promissory Note and Intercreditor and Subordination Agreement
20 (collectively, the "Amended Financing Documents") presented at this meeting are hereby each
21 approved as the forms of said respective documents to be used in connection with the amendment of
22 ...various existing financing documents relating to the Bonds and the delivery of the Substitute Credit
23 Facility. The City Manager, Assistant City Manager, or the Finance Director or their written
24 designees (collectively, the "Authorized Officers") are hereby authorized and directed, for and in the
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name of the City, to execute and deliver each of the Amended Financing Documents in substantially
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the form hereby approved, with such additions thereto and changes therein as may be approved by
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the Authorized Officer or Authorized Officers of the City executing the same, upon approval of the
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1 City Attorney. Approval of such additions and changes shall be conclusively evidenced by the
2 execution and delivery of such documents by one or more of the Authorized Officers. The City
3 Clerk is authorized to attest to the signature of any of the Authorized Officers on the Amended
4 Documents.
3. The amended form of the Bonds (the "Amended Bonds") as set forth in the Second
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Amended Indenture (as the Second Amended Indenture may be modified pursuant to the provisions
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of Section 2 hereof) is hereby approved. The Mayor and the City Clerk are hereby authorized and
8 directed to execute, by manual or facsimile signature in the name and on behalf of the City and under
9 its seal, Amended Bonds in the aggregate principal amount to be outstanding under the Indenture in
10 order to exchange the Amended Bonds for the form of the Bonds outstanding prior to the delivery of
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the Substitute Credit Facility.
12 4. The form of the Remarketing Memorandum relating to the Bonds presented at this
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meeting is hereby approved, and Stern Brothers & Co. (the "Remarketing Agent") is hereby
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authorized to distribute the Remarketing Memorandum to prospective purchasers of the Amended
15 Bonds in the form hereby approved, together with such changes therein or additions thereto as are
16 determined necessary by the City Manager, Assistant City Manager, or the Finance Director, or their
17 designees, upon approval by the City Attorney, to make such Remarketing Memorandum accurate in
18 all respects as of its date. Each of the Authorized Officers, acting alone, is hereby authorized and
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directed to execute a certificate of accuracy of the description of the Amended Bonds and the City in
20 the Remarketing Memorandum and approval of any additions and changes to the form of
21 Remarketing Memorandum presented at this meeting shall be conclusively evidenced by the
22 execution and delivery of such certificate by any one of the Authorized Officers. The Remarketing
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Agent is further authorized to distribute the final Remarketing Memorandum to the purchasers of the
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Amended Bonds.
25 5. Stradling Yocca Carlson & Rauth, a Professional Corporation ("Bond Counsel"), is
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hereby appointed as bond counsel to the City with respect to the delivery of the Substitute Credit
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Facility, and each of the Authorized Officers, acting alone, is hereby authorized to execute an
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agreement for services with Bond Counsel. All actions heretofore taken by the officers and agents of
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the City with respect to the delivery of the Substitute Credit Facility by the Bank are hereby
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approved, confirmed and ratified,. The Authorized Officers and the City Attorney are each hereby
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authorized and directed, jointly and severally, for and in the name and behalf of the City, to do any
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and all things and take any and all actions, including granting all required consents of and waivers
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from the City, and execute and deliver any and all certificates, agreements and other documents
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necessary to accomplish the delivery of the Substitute Credit Facility by the Bank and the
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remarketing of the Amended Bonds in accordance with the provisions of this Resolution.
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6. If any section, paragraph or provision of this Resolution shall be held to be invalid or
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unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or
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provision shall not affect any remaining provisions of the resolution.
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7. This Resolution shall take effect on the date of its adoption.
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DOCSOC/1480881 v3/022062-0029
1 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council
2 of the City of Carlsbad on the 26th day of April, 2011, by the following vote to wit:
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AYES: Council Members Hall, Kulchin, Blackburn, Douglas and Packard.
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5 NOES: None.
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ABSENT: None.
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11 MATT HALL' Mayor
12 ATTEST:
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M. WOOD, City Clerk
16 (SEAL)
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