HomeMy WebLinkAbout2002-05-14; City Council; Resolution 2002-1431
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RESOLUTION NO. 2002-143
A RESOLUTION OF THE CITY OF CARLSBAD, CALIFORNIA
APPROVING AND AUTHORIZING THE EXECUTION OF
VARIOUS DOCUMENTS AND THE TAKING OF VARIOUS
ACTIONS TO EFFECT THE DELIVERY OF A SUBSTITUTE
CREDIT FACILITY FOR THE SANTA FE APARTMENTS
PROJECT
WHEREAS, on March 19, 1985, pursuant to Chapter 7 of Part 5 of Division 3 1 of the Healtl
nd Safety Code of the State of California (the “Act”), the City of Carlsbad, California (the “City”)
dopted its Resolution No. 7939 authorizing the issuance of the City’s $15,920,000 Multifamily
Iousing Revenue Bonds, Series A of 1985 (La Costa Apartments Project) (the “Original Bonds”)
ecured by an Indenture of Trust dated as of April 1,1985 between the City and The Bank of
Zalifornia, N.A., the predecessor in interest to First Trust of California, National Association, as
-ustee for the Original Bonds, to provide financing for a 320-unit multifamily residential rental
roject known as “La Costa Apartments” located in the City (the “Project”), which was constructed
y La Costa Partners, a California general partnership (the “Prior Owner”); and
WHEREAS, on May 27, 1993, the City issued its Variable Rate Demand Multifamily
rousing Revenue Refunding Bonds, Series A of 1993 (La Costa Apartments Project) (the “Bonds”),
ursuant to an Indenture of Trust dated as of May 1,1993 between the City and First Trust of
:alifornia, National Association, whose successor-in-interest, US. Bank, N.A., now acts as trustee
~ereunder (the “Trustee”), the proceeds of which were used to refund all of the outstanding Original
londs; and
WHEREAS, on June 23, 1998, the ownership of the Project was transferred by the Prior
lwner to The Northwestern Mutual Life Insurance Company (the “Current Owner”); and
WHEREAS, the Current Owner has entered into a contract to sell the Project to Santa Fe
.anch, LLC (the “New Owner”) and the City desires to authorize the approval of the sale; and
WHEREAS, the New Owner has requested that, in connection with the delivery of a
ubstitute Credit Facility (as defined in the Indenture) by the Federal Home Loan Mortgage
OCSOC\893245~3U2062.M)28 3
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:C Resolution No.--143
’age 2
2orporation (“Freddie Mac”), various amendments be made to the Indenture and other documents
.elated to the Bonds; and
WHEREAS, the City desires to authorize the amendments to the existing documents related
o the Bonds in order to effect the delivery of the Substitute Credit Facility by Freddie Mac; and
WHEREAS, the forms of the various documents necessary to effect the delivery of the
Substitute Credit Facility by Freddie Mac have been submitted to this City Council for approval;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlsbad as
bllows:
1. The above recitals, and each of them, are true and correct.
2. The proposed forms of Amended and Restated Indenture of Trust (the “Amended
.ndenture”), Amended and Restated Loan Agreement (the “Amended Loan Agreement”), Second
\mended and Restated Regulatory Agreement and Declaration of Restrictive Covenants (the
‘Amended Regulatory Agreement”), Amended and Restated Promissory Note (the “Amended
qote”), Assignment and Assumption Agreement and Intercreditor Agreement (collectively, the
‘Amended Financing Documents”) presented at this meeting are hereby each approved as the forms
If said respective documents to be used in connection with the amendment of various existing
inancing documents relating to the Bonds and the delivery of the Substitute Credit Facility. Each of
he Mayor, the City Clerk, the City Manager and his written designee (collectively, the “Authorized
lfficers”) are hereby authorized and directed, for and in the name of the City, to execute and deliver
:ach of the Amended Financing Documents in substantially the form hereby approved, with such
ldditions thereto and changes therein as may be approved by the Authorized Officer or Authorized
lfficers of the City executing the same, upon consultation with the City Attorney. Approval of such
idditions and changes shall be conclusively evidenced by the execution and delivery of such
locuments by one or more of the Authorized Officers. The sale of the Project to the New Owner is
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CC Resolution No.32-143
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3. hereby approved subject to the execution and delivery of the Amended Financing
Documents and the satisfaction of the preconditions to the sale set forth therein.
4. The form of the Bonds as being amended (the “Amended Bonds”) and as set forth in
the Amended Indenture (as the Amended Indenture may be modified pursuant to the provisions of
Section 2 hereof) is hereby approved. The Mayor and the City Clerk are hereby authorized and
directed to execute, by manual or facsimile signature in the name and on behalf of the City and undel
its seal, Amended Bonds in the aggregate principal amount outstanding under the Indenture in order
to exchange the Amended Bonds for the form of the Bonds outstanding prior to the delivery of the
Substitute Credit Facility.
5. The form of the Remarketing Memorandum relating to the Bonds presented at this
meeting is hereby approved in the form presented, and Stem Brothers & Co. (the “Remarketing
Agent”) is hereby authorized to distribute the Remarketing Memorandum to prospective purchasers
of the Amended Bonds in the form hereby approved, together with such changes therein or additions
thereto as are determined necessary by the City Manager, or his designee, upon consultation with the
City Attorney, to make such Remarketing Memorandum accurate in all respects as of its date, and
each of the Authorized Officers is hereby authorized and directed to execute the Remarketing
Memorandum. Approval of any additions and changes to the form of Remarketing Memorandum
presented herein shall be conclusively evidenced by the execution and delivery of the Remarketing
Memorandum by one of the Authorized Officers. The Remarketing Agent is further authorized to
distribute the final Remarketing Memorandum to the purchasers of the Bonds upon its execution as
described above.
6. Stradling Yocca Carlson & Rauth, a Professional Corporation (“Bond Counsel”), is
hereby appointed as bond counsel to the City with respect to the transfer of the Project and the
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delivery of the Substitute Credit Facility, and the City Manager or his designee is hereby authorized
to execute an agreement for services with Bond Counsel. All actions heretofore taken by the officers
and agents of the City with respect to the delivery of the Substitute Credit Facility by Freddie Mac
are hereby approved, confirmed and ratified, and the Authorized Officers, the Finance Director and
the City Attorney each is hereby authorized and directed, jointly and severally, for and in the name
and behalf of the City, to do any and all things and take any and all actions, including granting all
required consents of and waivers from the City, and execute and deliver any and all certificates,
agreements and other documents necessary to accomplish the delivery of the Substitute Credit
Facility by Freddie Mac in accordance with the provisions of this Resolution.
7. 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 the resolution.
8. 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
City of Carlsbad, California on the 14” day of May, 2002, by the following vote, to wit:
AYES: Council Members Lewis, Kulchin, Finnila, Nygaard, Hall
NOES: None
ABSENT: None
ATTEST:
, - LdIRdINE M. WOOD, CiG Clerk
(SEAL)
CC Resolution No.=-143
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