HomeMy WebLinkAbout1998-06-23; Housing & Redevelopment Commission; Resolution 299.I - .-
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HOUSING AND REDEVELOPMENT COMMISSION RESOLUTION NO. 299
RESOLUTION OF THE HOUSING AND REDEVELOPMENT
COMMISSION OF THE CITY OF CARLSBAD, CALIFORNIA,
AUTHORIZING THE EXECUTION AND DELIVERY OF AN
ASSIGNMENT AND ASSUMPTION AGREEMENT AND RELATED
ACTIONS WITH RESPECT TO THE TRANSFER OF THE LA COSTA
APARTMENTS.
WHEREAS, the City of Carlsbad (the "City") has previously issued its $15,920,000
'%able Rate Demand Multifamily Housing Revenue Refunding Bonds, Series A of 1993 (La
'osta Apartments Prqect) (the "Bonds") pursuant to an Indenture of Trust dated as of May 1,
993 (the "Indenture"), between the City and US. Bank Trust National Association, formerly
nown as "First Trust of California, National Association," as trustee under the Indenture (the
rrustee"), and caused to be made a loan (the "Developer Loan") from the proceeds of the
onds to La Costa Partners, a California general partnership (the "Original Owner"),
ursuant to a Loan Agreement dated as of May 1, 1993 (the "Original Loan Agreement"),
mong the City, the Trustee and the Original Owner; and
WHEREAS, pursuant to the terms of the Indenture, Bank of America National Trust
nd Savings Association (the "Bank") has delivered its irrevocable letter of credit to the
'rustee to secure the repayment of the Bonds; and
WHEREAS, the Original Owner has requested that the City Housing Authority
onsent to a transfer and sale of the project (as defined in the Indenture) to the Northwestern
4utual Life Insurance company (the "New Owner") and enter into an Assignment and
ssumption Agreement (Bond Documents) (the "Assignment Agreement") pursuant to
rhich the New Owner will assume the obligations of the Original Owner under the
;merits relating to the Bonds with the consent of the City, the Trustee and the Bank; and
WHEREAS, in connection with its approval of the transfer of the Project to the New
her, the City Housing Authority desires to approve an amendment (the "First
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bnendment to Regulatory Agreement”) to the Amended and Restated Regulatory
Ygreement and Declaration of Restrictive Covenants by and among the City, the Trustee and
he original Owner dated as of May 1,1993 (the “Regulatory Agreement”); and
WHEREAS, Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond
:ounsel to the City, will render its opinion to the effect that the transfer of the Project will
lot adversely affect the exclusion from gross income for federal income tax purposes of
nterest on the Bonds; and
WHEREAS, the City Housing Authority desires to approve the Assignment
igreement and the amendments to the Regulatory Agreement and to authorize its officers to
pnt any needed consents or take any other actions required to effectuate the transfer of the
'reject to the New Owner;
NOW, THEREFORE, BE IT RESOLVED BY THE HOUSING AND
=DEVELOPMENT COMMISSION OF THE CITY OF CARISBAD
SECTION 1: The above recitals, and each of them, are true and correct.
SECTION2 The proposed forms of the Assignment Agreement and the First
4mendment to Regulatory Agreement presented at this meeting are hereby approved, and
:ach of the Mayor/Chairman, the City Manager/Executive Director, his designee, and the
3ty Clerk is hereby authorized and directed, for and in the name of the City, to execute,
&nowledge and deliver such documents substantially in the form presented, with such
3dditions hereto and changes therein as the officer or officers executing the same may
3pprove. such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 3 All officers of the City Housing Authority are each authorized and
directed, jointly and severally, to do any and all things and to execute and deliver any and
dl documents which they deem necessary or advisable in order to implement the terms of
the Assignment Agreement and the First Amendment to Regulatory Agreement, and to give
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any consents required to be given by the City Housing Authority under any documents
related to the Bonds, and otherwise to effectuate the purposes of this Resolution and the
transfer of the Project to the New Owner; and any such actions previously taken by such
officers are hereby ratified and confirmed. The City Housing Authority hereby consents to
the appointment of Newman and Associates, Inc., as the Remarketing Agent for the Bonds.
SECTION 4: Each of the City Manager/Executive Director, or his designee, and the
City Clerk is further authorized and directed to execute and deliver from time to time any
documents relating to a future transfer of the Project to a subsequent owner provided that
the conditions set forth in Section 11 of the Regulatory Agreement have been satisfied.
SECTION 5 This Resolution shall take effect from and after its adoption.
PASSED, APPROVED AND ADOFTED at a regular meeting of the Housing and
Redevelopment Commission of the City of Carlsbad, California, on the 23rday of June, 1998,
by the following vote, to wit:
AYES: Commissioners Lewis, Finnila, Nygaard, Hall
ATTEST:
(SEAL) 1
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