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HomeMy WebLinkAbout4106_CCv0001.pdf RESOLUTION NO. 4106 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF REDLANDS MULTI- FAMILY RENTAL HOUSING REVENUE BONDS (GIBRALTAR COMMUNITY BUILDERS) , AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, LETTER OF CREDIT AGREEMENT, ORIGINATION AND SERVICING AGREEMENT, REGULATORY AGREEMENT, OFFICIAL STATEMENT AND PURCHASE CONTRACT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, Chapter 7 ( commencing with Section 52075 ) of Part 5 of Division 31 of the Health and Safety Code of the State of California ( the "Act" ) authorizes municipali- ties to incur indebtedness for the purpose of financing the construction or development of multifamily rental housing and for the provision of capital improvements in connection with and determined necessary to such multifamily housing; WHEREAS, the City of Redlands ( the "City" ) hereby finds and declares that it is necessary, essential and a public purpose for the City to engage in a program ( the "Program" ) of financing the construction and development of multifamily rental housing, and has determined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Act ; WHEREAS, this City Council of the City of Redlands (the "City Council" ) hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act; WHEREAS, the Project is located in the City; and WHEREAS, all conditions , things and acts required to exist, to have happened and to have been performed prece- dent to and in connection with the issuance of the Bonds and the implementation of the Program as contemplated by this resolution and the documents referred to herein exist , have happened and have been performed in due time , form and manner as required by the laws of the State of California, including the Act . NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redlands , as follows : 1 . The City Council does hereby find and declare that the above recitals are true and correct . 2 . Pursuant to the Act and the Indenture (here- inafter defined) , revenue bonds of the City, designated as "City of Redlands , California Multifamily Rental Housing Revenue Bonds (Gibraltar Community Builders) " in an aggre- gate principal amount not to exceed $23 , 000 , 000 ( the "Bonds" ) , are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of Mayor or the Mayor Pro Tem of the City, the facsimile of the seal of the City shall be reproduced thereon and attested by the manual or facsimile signature of the City Clerk , in the form set forth in and other wise in accordance with the Indenture. 3 . The proposed form of indenture ( the "Inden- ture" ) between the City and Security Pacific National Bank ( the "Trustee" ) , in substantially the form presented to this meeting, is hereby approved. The Mayor or the Mayor Pro Tem, each acting alone, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture, and the City Clerk is hereby authorized and directed, for and in the name and on behalf of the City, to attest the signature of the Mayor or the Mayor Pro Tem, as the case may be, in substantially said form, with such additions thereto or changes therein as are approved by the Mayor upon consultation with Bond Counsel to the City ( including such additions or changes as are neces- sary or advisable in accordance with Section 10 hereof , provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $23 ,000 , 000 ) , the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Indenture by the officer of the City who has executed such document . The date, maturity dates, interest rate or rates, interest payment dates, denominations , form, registration privilege, manner of execution, place of pay- ment , terms of redemption and other terms of the Bonds shall be as provided in the Indenture as finally executed. 4 . The proposed form of Letter of Credit Agree- ment ( the "LC Agreement" ) among the City, the Trustee, Gibraltar Savings ( the "Credit Institution" ) , and Gibraltar Community builders ( the "Owner" ) , in substantially the form presented to this meeting, is hereby approved. The Mayor or Mayor Pro Tem are hereby authorized and directed to execute and deliver the LC Agreement in substantially said form, -2- with such additions thereto or changes therein as are approved by the Mayor or Mayor Pro Tem upon consultation with Bond Counsel to the City, including such additions or changes as are necessary or advisable in accordance with Section 10 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of said LC Agreement by the Mayor or Mayor Pro Tem. 5 . The proposed form of Origination and Servicing Agreement ( the "Origination Agreement" ) among the City, the Trustee , the Credit Institution and the Owner , in substan- tially the form presented to this meeting, is hereby approved. The Mayor or Mayor Pro Tem are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Origination Agreement in substan- tially said form, with such additions thereto or changes therein as are approved by the Mayor or Mayor Pro Tem upon consultation with Bond Counsel to the City, including such additions or changes as are necessary or advisable in accor- dance with Section 10 hereof , the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Origination Agreement by the Mayor or Mayor Pro Tem. The selection of the the Credit Institution and of the Owner and the allocation thereto of the moneys to be made available by the sale of the Bonds is hereby approved, and is found to be made on a fair and equitable basis considering the public purposes of the Program and the requirements of the City and the Program. 6. The proposed form of Regulatory Agreement and Declaration of Restrictive Covenants ( the "Regulatory Agree- ment" ) among the City, the Trustee and the Owner , in sub- stantially the form presented to this meeting, is hereby approved . The Mayor and the Mayor Pro Tem are hereby autho- rized and directed for and in the name of and on behalf of the City, to execute and deliver the Regulatory Agreement in substantially said form, with such additions thereto or changes therein as are approved by the Mayor or Mayor Pro Tem upon consultations with Bond Counsel to the City, including such additions or changes as are necessary or advisable in accordance with Section 10 hereof, the approval of such changes to be conclusively evidenced by the execu- tion and delivery of said Regulatory Agreement by the Mayor or Mayor Pro Tem. 7 . The proposed form of bond purchase contract ( the "Purchase Contract" ) among the City, Paine Webber Incorporated and Kidder Peabody & Co. , Incorporated (collec- tively, the "Underwriters" ) , and the Owner in substantially the form presented to this meeting, is hereby approved. The Mayor and Mayor Pro Tem are hereby authorized and directed, -3- for and in the name and on behalf of the City, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 3 of this resolution) and to execute and deliver said Purchase Contract . 8 . The proposed form of preliminary official statement relating to the Bonds ( the "Preliminary Official Statement" ) in substantially the form presented to this meeting, is hereby approved. The Mayor and the Mayor Pro Tem are hereby authorized and directed, for and in the name and on behalf of the City, to execute a final Official Statement ( the "Official Statement" ) in substantially the form of the Preliminary Official Statement , with such additions thereto or changes therein as are approved by the Mayor or the Mayor Pro Tem upon consultation with Bond Counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Official Statement by the Mayor or the Mayor Pro Tem. The Underwriters are hereby authorized to distribute copies of said Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver copies of said Official State- ment to all actual purchasers of the Bonds . 9. Security Pacific National Bank is hereby appointed as Trustee under the Indenture for the City and the Owners of the bonds , with the duties and powers of such Trustee as are set forth in the Indenture. The Bonds , when executed, shall be delivered to the Trustee for authenti- cation. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee ' s certif- icate of authentication and registration appearing thereon, and to deliver the Bonds , when duly executed and authentica- ted, to the Underwriters in accordance with written instruc- tions executed on behalf of the City by the Mayor , Mayor Pro Tem or the City Manager , which instructions said officers are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriters in accordance with the Purchase Contract , upon payment of the purchase price therefor . 10 . The City Manager , based on such advice of Bond counsel as he may deem necessary, is hereby authorized and directed to act on behalf of the City Council to establish and determine ( i ) the final principal amount of the Bonds, which amount shall not exceed $23 , 000 , 000 ; ( ii ) the final maximum interest rate on the Bonds , which rate shall not exceed 10 . 5 percent per annum; ( iii ) the Underwriter ' s -4- discount, which amount shall not exceed 3 . 5 percent of the principal amount of the Bonds, and ( iv) such other matters as may relate to the final terms and provisions for the sale of the Bonds . The City Manager , upon the determination of such matters , is further authorized and directed, in and for the name of the City, to execute any supplements or amend- ments to the Purchase Contract as, based on advice of Bond Counsel, may be necessary to include such matters as so determined as a part of the Purchase Contract . The autho- rization and powers delegated to the City Manager by this Section 10 shall be valid for a period of 75 days from the date of adoption of this resolution . 11 . Findings as to Very Low Income Tenants . This City Council hereby finds and determines that it is infea- sible that it be required that any of the units in the Project be reserved for occupancy on a priority basis by individuals or families whose adjusted gross income does not exceed 50 percent of the median adjusted gross income for the area , as median adjusted gross income is referred to in Section 52080 (a ) of the Act . In making this finding, this City Council has considered the matters referred to in Section 52080 (c) of the Act , and in accordance with the provisions of Section 52080(a) of the Act , the above find- ings and determinations are final and conclusive. 12 . The law firm of Best, Best & Krieger , is hereby authorized and employed to serve as Bond Counsel for the City with respect to the Bonds , and the fees and expenses of such Bond Counsel are hereby authorized to be paid as a Cost of Issuance from Bond proceeds . 13 . Sutro & Company Incorporated, San Francisco, California, is hereby retained, at no cost to the City, as an investment firm to the City for purposes of compliance with Section 52032 . 5 of the Act . The City Manager is hereby authorized and directed on behalf of the City Council to review and approve the report prepared by said firm pursuant to Section 52032 . 5 of the Act . 14 . All actions heretofore taken by the officers and agents of the City with respect to the establishment of the Program and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution and resolutions heretofore -5- adopted by the City and in order to carry out the Program, including but not limited to those certificates, agreements and other documents described in the Indenture, the LC Agreement , the Origination Agreement , the Regulatory Agree- ment, the Purchase Contract and the other documents herein approved and any certificates , agreements or documents as may be necessary to evidence credit support or additional security for the Bonds or for the Credit Institution ' s obligation under the Letter of Credit (as defined in the LC Agreement ) . 15 . This Resolution shall take effect immediately upon its adoption. ADOPTED this 3rd day of Seotembe,r_r, 1985, by the following vote: Mayor of the City of Redlands, California (SEAL) ATTEST: Cit C erk , Cof Redlands, Calif rnia -6- 1 I , LORRIE POYZER, City Clerk of the City of Redlands , California, do hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of Redlands , California at a regular meeting thereof held on the 3rd day of September 1985 , by the following vote of the City Council : AYES: Councilmembers Johnson, Martinez, Larsen; Mayor Beswick NOES: Councilmember DeMirjyn ABSENT: None ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Redlands , Cali- fornia, this 3rd day of fpr, 1985 . Cit l rk of City of Redland s , Cali nia (SEAL) -7- JRR0139 8/30/85 I , Lorrie Poyzer, City Cleric of the City of Redlands , California, do hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of Redlands , California, at a regular meeting thereof held on the 3rd day of September , 1985 , by the following vote of the City Council : AYES : Councilmen Johnson, Martinez , Larsen; Mayor Beswick NOES : Councilman DeMirjyn ABSENT: None ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Redlands , California , this 11th day of October, 1985 . City Clerk of: City of Red�Ands , Ca rnia Resolution No. 4106 Page seven 1/27/86 forwarded to Best, Best & Krieger SABO & GONDEK A PROFESSIONAL CORPORATION ATTORNEYS AT LAW (818)704.0195 SUITE 100 SUITE 207440 WEST COURT STREET TELECOPIER:(818)704472 5855 TOPANGA CANYON BOULEVARD SAN BERNARDINO,CALIF'rWA 92401 WOODLAND HILLS.CALIFORNIA 91367 (714)884.2960 (714)824.7302 January 17, 1986 City of Redlands c/o City Clerk, City Hall Post Office Box 280 Redlands, California 92373 Dear Madam or Sir: Please send me one (1) copy each of the Official Statement and the Bond Resolutions with regard to the $22,650,000 Multi-family Rental Housing Revenue Bonds for Gibraltar Community Builders, as listed in The Bond Buyer during the week of October 4, 1985, and issued by the City of Redlands. Please mail the requested material to the Woodland Hills address. Thank you for your cooperation in this matter. Very truly yours, SABO & GONDEK A FESSIONAL CORPORATION i i 3odi� rtin Secr tary /0542z t- 0