Loading...
HomeMy WebLinkAbout5396_CCv0001.pdf RESOLUTION NO. 5 3g4i RESOLUTION AUTHORIZING THE ISSUANCE OF BONDS OF THE CITY OF REDLANDS ENTITLED "MULTIFAMILY HOUSING REVENUE REFUNDING BONDS, SERIES 1997A (PARKVIEW TERRACE APARTMENTS)" AND APPROVING DOCUMENTS THEREFOR WHEREAS, there is a shortage in the County of San Bernardino of rental housing, particularly of such housing for persons of low income, and a consequent need to encourage the construction of rental units for such persons and otherwise to increase the housing supply in the City for such persons; and WHEREAS, the City of Redlands (the "City") has determined to engage in a multifamily rental housing revenue bond finance program (the "Program") pursuant to Chapter 7, Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act") for persons and families within the income limits established by the Act; and WHEREAS, the City has previously issued its $22,650,000 Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Parkview Terrace Project) 1991 Series A (the "Prior Bonds") which financed the construction of a 558-unit multifamily rental housing project (the "Project") located in the City which is currently owned by Redlands-558, a California Limited Partnership; and WHEREAS, the City now proposes to issue its $22,650,000 Multifamily Housing Revenue Refunding Bonds, Series 1997A (Parkview Terrace Apartments) (the "Bonds") for the purpose of refunding the Prior Bonds; and WHEREAS, in connection with the issuance of the Bonds, the current owner of the Project will contribute the Project to a related entity known as EWR, LLC, a California limited liability company (the "Borrower"), and WHEREAS, the City has determined it to be in furtherance of the public interest and the goals of the Program and the Act to issue the Bonds pursuant to Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the "Refunding Law") in an aggregate principal amount not to exceed $22,650,000 for the purpose of refunding the Prior Bonds; and WHEREAS, there has been duly published notice of a public hearing regarding the issuance of the Bonds in accordance with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code") which notice appeared in the Redlands Daily Facts on June 26, 1997; and 502074.E°,22887.0005 WHEREAS, members of the City Council of the City are the applicable elected representatives to approve the issuance of the Bonds for the Project following the public hearing; and WHEREAS, the City Council of the City has conducted a public hearing regarding the issuance of the Bonds to refund the Prior Bonds on the date hereof and has determined it to be in the public interest for the City to issue the Bonds ; WHEREAS, all acts, conditions and things required by the Act, the Refunding Law and by all other laws of the State of California, to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Bonds exist, have happened, and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to issue such Bonds for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redlands, as follows; 1, The above recitals, and each of them, are true and correct. 2. Pursuant to Section 147(f) of the Code, the City Council hereby approves the issuance of the Bonds by the City in an aggregate principal amount not to exceed $22,650,000 and with a final maturity not later than 30 years from the date of issuance for the purpose of refunding the Prior Bonds. It is the purpose and intent of the City Council that this Resolution constitute approval of the issuance of the Bonds by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with Section 147(f) of the Code. 3. Based upon information available from the City, State of California and federal housing programs, it is hereby found and determined that the units to be reserved for lower income individuals and families in the Project are as set forth in the form of Regulatory Agreement hereinafter mentioned. 4. The proposed form of the Financing Agreement (the "Financing Agreement") by and among the City, the Trustee (as described in Section 6 below) and the Borrower presented at this meeting is hereby approved and the Mayor, the City Manager, the Finance Director and the City Clerk each is hereby authorized and directed, for and in the name of the City, to execute the Financing Agreement with the parties thereto in substantially the form hereby approved, with such changes therein as the officer or officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 5. The proposed form of Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants by and among the City, the Borrower and the Trustee (the "Regulatory Agreement") presented at this meeting is hereby approved and the Mayor, the City Manager, the Finance Director and the City Clerk each is hereby authorized and directed, for and in the name of the City, to execute the Regulatory Agreement with the parties thereto in substantially the form hereby approved, with such changes therein as the officer or officers 2 502074.1\22887.0005 executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 6. The Bonds are hereby authorized to be sold and issued pursuant to the Refunding Law in the aggregate principal amount specified in the Bond Purchase Agreement hereinafter mentioned, but in no event to exceed an aggregate principal amount of 522,650,000. The proceeds of the Bonds shall be loaned to the Borrower in accordance with the Financing Agreement. The City hereby approves the making of the loan pursuant to the Financing Agreement to the Borrower to refinance the Project and refund the Prior Bonds. 7. First Trust National Association (the "Trustee") is hereby appointed to act as trustee for the Bonds. The Finance Director of the City is hereby authorized to appoint from time to time other financial institutions meeting the requirements set forth in the Trust Indenture (the "Indenture") by and between the City and the Trustee, the form of which has been presented to this meeting. 8. The proposed forms of the Indenture and the Assignment of Mortgage Loan (the "Assignment") presented at this meeting are hereby approved and each of the Mayor, the City Manager, the Finance Director and the City Clerk is hereby authorized and directed for and in the name and on behalf of the City to execute, acknowledge and deliver to the Trustee the Indenture and the Assignment in substantially said forms, with such additions thereto and/or changes therein as the officers executing the same may approve (consistent with the Bond Purchase Agreement approved pursuant to this resolution), such approval to be conclusively evidenced by the execution and delivery thereof. 9. The form of the Bonds as set forth in the Indenture (as the Indenture may be modified pursuant to the preceding section hereof) is hereby approved. The Mayor, the City Manager, the Finance Director and the City Clerk each is hereby authorized and directed to execute by manual or facsimile signature, in the name and behalf of the City and under its seal, such Bonds in an aggregate principal amount not to exceed $22,650,000 in accordance with the Indenture. 10. The form of Bond Purchase Agreement presented at this meeting and the sale of the Bonds pursuant thereto to Newman & Associates, Inc., are hereby approved; and provided that the purchase price is not less than 98% of the principal amount of the Bonds, the Mayor, the City Manager and the Finance Director of the City each is hereby authorized and directed to evidence the City's acceptance of the offer made by said Bond Purchase Agreement by executing and delivering said Bond Purchase Agreement in said form with such changes therein as the officer or officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 11. The Preliminary Official Statement relating to the Bonds presented at this meeting is hereby approved in substantially the farm presented, with such changes therein, as are deemed necessary to reflect accurately the terms and conditions upon which the Bonds are being sold to the public and to permit each of the City Manager and the Finance Director of the City to certify to the underwriter for the Bonds named in the Bond Purchase Agreement that the Preliminary Official Statement has been deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission; and the distribution of such Preliminary Official Statement in connection with the sale of 3 502074.1\22887.0005 the Bonds is hereby authorized. Each of Mayor, the City Manager and the Finance Director is authorized and directed to execute and deliver a Final Official Statement in substantially the form of the Preliminary Official Statement hereby approved, with such additions thereto and change therein as are necessary to mare the Final Official Statement accurate as of its date, such approval to be conclusively evidenced by the execution and delivery thereof by one of such officers. 12. Each of the City Manager, or his designee, and the Finance Director is hereby authorized and directed to execute one or more requisitions authorizing the Trustee, or any other duly appointed trustee under the aforesaid Indenture, to pay the costs of issuing the Bonds in accordance with the provisions of the Indenture, to approve investments of amounts held under the Indenture, to endorse and assign the multifamily note and any other mortgage loan documents executed by the Borrower and to provide instructions and consents of the City in accordance with the Indenture, the Financing Agreement and the Regulatory Agreement. 13. Any document which under the terms of this resolution is authorized to be executed by the Mayor may be executed by any other member of this City Council in the event of the absence or inability of the Mayor to so act, and any document which the City Clerk is authorized by this resolution to execute, in the absence or inability of the City Clerk to so act, may be executed by any Deputy Clerk. 14. All actions heretofore taken by officers and agents of the City with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the City Manager and the Finance Director, are hereby authorized and directed,jointly and severally, to take any and all actions and execute and deliver any and all documents necessary to accomplish the issuance, sale and delivery of the Bonds in accordance with the provisions of this resolution and the fulfillment of the purposes of the Bonds as described in the Indenture, including the execution of any and all amendments to the Indenture of Trust and the Loan Agreement for the Prior Bonds of the type that are permitted thereunder to be made either with or without the consent of the owners of the Prior Bonds in order to effect the redemption and/or defeasance of the Prior Bonds and the issuance of the Bonds. Specifically and without limiting the foregoing, each of the City Manager, the Finance Director and the City Clerk is authorized to execute amendments to the Indenture of Trust and the Loan Agreement for the Prior Bonds which eliminate the requirement for having funds on deposit before a notice of redemption is sent, which shorten the time for a notice of an optional redemption to not less than 10 days and which permit a purchase of the Prior Bonds in lieu of an optional redemption. 4 502074.1122887.0005 15. This Resolution shall tape effect from and after its adaption. PASSED AND ADOPTED THIS 15th day of July, 1997, by the following vote: AYES: Councilmembers Gilbreath, Cunningham, Banda, Gil; Mayor Larson NOES: None ABSENT: None ABSTAIN: None Mayor [SEAL] tity, rk , 5 502074,1=987.0005 I, Lorrie Poyzer, City Clerk of the City of Redlands, California, hereby certify that the above and foregoing resolution was duly and regularly adopted by the City Council of the City of Redlands at a regular meeting thereof held on the 15th day of July, 1997, by the following vote: AYES: Councilmembers Gilbreath, Cunningham, Gil, Banda; Mayor Larson. NOES: None ABSENT: None ABSTAIN: None City C1e 6