The URL can be used to link to this page

Home My WebLink About1994-09-06; Housing & Redevelopment Commission; Resolution 2561 I( 0 0 EXH 1 2 3 4 5 6 7 8 9 10 RESOLUTION NO. 25 6. . . . A RESOLUTION OF THE CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION AUTHORIZING THE ISSUANCE, SALE AND DELlVERY OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED $15,500,000 FOR THE PURPOSE OF REFUNDING BONDS PREVIOUSLY ISSUED BY THE COMMISSION TO FINANCE THE COST OF A MULTIFAMILY RENTAL, HOUSING PROJECT, DETERMINING AND PRESCRIBING CERTAIN MATTERS RELATING THERETO, AND APPROVING AND AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS, AGREEMENTS AND ACTIONS WITH REGARD TO THE SEASCAPE VILLAGE PROJECT WHEREAS, on May 7, 1985, pursuant to Chapter 1 of Part 2 of Divi! 11 /I 24 of the Health and Safety Code of the State of California (the "Law"), l2 11 Carlsbad Housing and Redevelopment Commission (the "Commission") ado1 13 11 its Resolution No, 046 (authorizing the issuance of $16,215,000 Multifar 14 15 Housing Revenue Bonds, Series 1985 B (Seascape Village Project) (the "P 16 Bonds") secured by an Indenture of Trust dated as of April 1, 1985 (the I'P 17 Indenture") between the Commission and The Bank of California, N.A., 18 I predecessor in interest to First Trust of California National Association, as tru I' /I for the Prior Bonds (the "Prior Trustee"), to provide financing for a 208-, I 20 21 multifamily residential rental project known as "Seascape Village'' (the "Proje a ll located in the City of Carlsbad (the "City"), which was constructed by Linc 23 Seascape, A California Limited Partnership (the "Developer"); and 24 WHEREAS, the Commission has been advised that the Developer 25 26 defaulted in its payment obligations under that certain Loan Agreement date of April 1, 1985 (the "Prior Loan Agreement") between the Commission and 27 Developer and that certain Secured Note A and Secured Note B, both dated 1 28 11 li e 0 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 21, 1985 and payable to the order of the Commission, pursuant to which Developer agreed to pay sufficient amounts in order to pay the principal i interest on the Bonds when due; and WHEREAS, as a result of continuing defaults, the issuer of the crf enhancement for the Prior Bonds instituted foreclosure proceedings against Project and, following a foreclosure sale, Seascape Apartments, Inc., an Illir corporation (the "Owner"), acquired title to the Project; and WHEREAS, prior to the Owner's acquisition of the Project, the cn enhancer notified the Prior Trustee to call the Prior Bonds for redempl pursuant to its rights under the Prior Indenture; and WHEREAS, the Commission intends to issue its Multifamily Hou: Revenue Refunding Bonds, Series A of 1994 (Seascape Village Project) ( "Bonds"), the proceeds of which will be used exclusively to refund the P Bonds; and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Cod( 1986, the City Council has conducted a public hearing regarding the issuanc the Bonds by the Commission and has approved the issuance of the Bonds; WHEREAS, the Commission has determined that the refunding of the P Bonds will accomplish a valid public purpose of the Commission by contim to provide housing for lower income persons and families within the meanin the Law; and WHEREAS, the Commission is authorized and wishes to issue reve refunding bonds pursuant to the provisions of Article 11 of Chapter 3 of Pa of Division 2 of Title 5 of the Government Code of the State of California "Refunding Bond Act") to refund the Prior Bonds; and II 0 0 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 WHEREAS, all acts, conditions and things required by the Refunding Bc Act and by all other laws of the State of California, to exist, to have happe: and to have been performed precedent to and in connection with the issuancc the Bonds exist, have happened, and have been performed in regular and 1 time, form and manner as required by law, and the Commission is now C authorized and empowered, pursuant to each and every requirement of law issue the Bonds for the purpose, in the manner and upon the terrns he: provided; and WHEREAS, the Bonds are to be issued hereunder in an aggregate princ amount not to exceed $15,500,000 and are to be designated as the "Carls Housing and Redevelopment Commission Multifamily Housing Reve Refunding Bonds, Series A of 1994 (Seascape Village Project)"; and WHEREAS, the forms of the various documents have been submittec this Board of Commissioners for approval; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioner the Carlsbad Housing and Redevelopment Commission as follows: 1. The above recitals are true and correct. 2. The Board of Commissioners hereby approves the issuance by Commission of the Bonds in an aggregate principal amount not to ex( $15,500,000, provided that the initial interest rate on the Bonds shall not ex( 10% and the price thereof shall not be less than 100% of the aggregate princ amount thereof, all as may be specified in the Bond Purchase Agreen approved below, 3. The proposed forms of Indenture of Trust (the "Indenture"), I Agreement (including the form of Note attached thereto), Administra I1 0 0 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 ~ i I Agreement, Amended and Restated Regulatory Agreement and Declaratiol Restrictive Covenants (the "Regulatory Agreement"), Agreement Regarc Redemption, Defeasance and Payment of Prior Bonds (rhe "Escrow Agreeme] First Deed of Trust, Assignment of Rents and Security Agreement Intercreditor Agreement presented at this meeting are hereby each approve the forms of said respective documents to be used in connection with issuance of the Bonds. The Chairman and the Secretary are hereby author and directed, for and in the name of the Commission, to execute and deliver 1 such document in substantially the form hereby approved, with such addit thereto and changes therein as may be approved by the officers executing same, upon consultation with the City Attorney. Approval of such additions changes shall be conclusively evidenced by the execution and delivery of ~ documents by such officers, 4. The form of the Bonds as set forth in the Indenture (as Indenture may be modified pursuant to the provisions of Section 3 hereo ~ hereby approved. The Chairman and the Secretary are hereby authorized i directed to execute, by manual or facsimile signature in the name and on bc of the Commission and under its seal, Bonds in the aggregate principal am set forth in the Bond Purchase Agreernent. ~ ~ 5. The form of the Preliminary Official Statement relating to the B ~ ~ presented at this meeting is hereby approved in the form presented, ani ~ underwriter named in the Bond Purchase Agreement (the "Underwriter hereby authorized to distribute the Preliminary Official StatemeRt to prospe purchasers in the form hereby approved, together with such conforming cha therein or additions thereto as are determined necessary by the Chairman, I 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 0 e consultation with the City Attorney, to make such Preliminary Official Staterr "final" as of its date, within the meaning of Rule 15c2-12 of the Securities Exchange Commission (the "Rule"), and the Chairman is hereby authorized directed to execute a final Official Statement in substantially the form of Preliminary Official Statement) together with changes therein and addition are deemed necessary by the Chairman, upon consultation with the City Atton to make such Official Statement complete and accurate as of its date. Apprc of such additions and changes shall be conclusively evidenced by the execu and delivery of the final Official Statement by the Chairman. The Undenvl is further authorized to distribute the final Official Statement to the purcha of the Bonds upon its execution as described above. 6. The form of the Bond Purchase Agreement (the "Purcl Agreement") presented to this meeting and the sale of the Bonds pursuant the: are hereby approved; and upon receipt of a completed Purchase Agreem executed by a duly authorized representative of the Underwriter) the Chain is authorized and directed to evidence the Commission's acceptance of the c made thereby by executing and delivering the same in substantially the f hereby approved with such additions thereto and changes therein as mal approved by the Chairman, upon consultation with the City Attorney. Apprl of such additions and changes shall be conclusively evidenced by the execu and delivery of the Purchase Agreement by the Chairman. 7. First Trust of California, National Association (the "Trustee' hereby appointed as Trustee for the Commission and the owners of the Bc with the powers and duties set forth in the Indenture, the Loan Agreement, Escrow Agreement, the Intercreditor Agreement and the Regulatory Agreem !I e 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 i 20 21 22 23 24 25 26 27 28 provided, however, that the Housing and Redevelopment Director of the City ( Director") may approve the selection of another trustee meeting the criteria forth in the Indenture if such a substitution is deemed by the Director to advisable to consummate the delivery of the Bonds in a timely and cost effici manner. The Trustee or its agent appointed under the Indenture is her requested and directed to authenticate the Bonds by executing the certificatl authentication and registration appearing thereon and to deliver the Bonds, w duly executed and authenticated, in accordance with written instructi II executed on behalf of the Commission by the Director, which instructions ! officer is hereby authorized and directed, for and in the name and on behal the Cornmission, to execute and deliver to the Trustee. Such instructions s provide for the delivery of the Bonds in accordance with the Purchase Agreem upon payment of the purchase price thereof. 8. First Trust of California, National Association is hereby appoir as Program Administrator. 9. The proceeds of the Bonds shall be expended solely to refund PAor Bonds as prodded by the Indenture and the Escrow Agreement. Commission hereby approves the refinancing of the loan to the Owne: accordance with the terms and conditions of the various documents descn herein. 10. All actions heretofore taken by the officers and agents of Commission with respect to the sale and issuance of the Bonds are he] approved, confirmed and ratified, and the officers of the Commission, includ in particular, the Director and the Treasurer of the Commission or representative of the Commission duly designated by the Chairman, is he1 I1 0 0 1 2 3 4 5 6 7 8 9 10 11 12 authorized and directed, jointly and severally, for an in the name and behall the Commission, to do any and all things and take any and all actions i execute and deliver any and all certificates, agreements, acceptances, and ot documents, including, but not limited, to those described in the Purch Agreement, which they, or any of them, may deem necessary or advisable accomplish the lawful issuance, sale and delivery of the Bonds in accordance v the Refunding Bond Act and the provisions of this resolution, 11. All resolutions or parts thereof in conflict herewith are, to extent of such conflict, hereby repealed. 12. If any section, paragraph or provision of this resolution shall I held to be invalid or unenforceable for any reason, the invalidity 13 14 15 16 17 18 19 20 21 22 23 24 unenforceability of such section, paragraph or provision shall not affect remaining provisions of this resolution. 13. This resolution shall take effect on the date of its adoption. PASSED, APPROVED, AND ADOPTED at a regular meeting of the Cads Housing and Redevelopment Commission of the City of Carlsbad, California the 6th day of SEPTEMBER , 1994, by the following v to wit: AYES: Commissioners Lewis, Stanton, Kulchin, Nygaard, Finnj NOES: None ABSENT: None \ - 28 (SEAL)