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HomeMy WebLinkAbout5309_CCv0001.pdf RESOLUTION NO. 5309 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AUTHORIZING THE EXECUTION OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT AND OTHER DOCUMENTS RELATING TO THE CITY'S 1991 MULTIFAMILY HOUSING REVENUE BONDS (PARKVIEW TERRACE PROJECT) FINANCING 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 of 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 has issued revenue bonds pursuant to the Act to provide funds for the Program; and WHEREAS, on February 5, 1991, this City Council adopted its resolution authorizing the issuance of $22,650,000 of its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Parkview Terrace Project) 1991 Series A (the "Bonds") issued on February 14, 1991, for the purpose of refinancing an approximately 558-unit multifamily rental housing project located at 1601 Barton Road in the City of Redlands (the "Project") originally owned by Redlands-558, a California limited partnership (the "Original Owner"); and WHEREAS, the proceeds of the Bonds have been applied to refinance the Project; and WHEREAS, pursuant to an Assumption Agreement dated April 22, 1996, by and among Fullerton Savings and Loan Association, a California corporation (the "Seller") and the Original Owner, the Original Owner sold to the Seller the Project through foreclosure; and WHEREAS, the Seller desires to sell the Project to Evans Withycombe Residential, Inc. (the "Buyer"); and WHEREAS, in conjunction with the issuance of the Bonds, the City, the Original Owner and Bankers Trust Company of California, National Association, as Trustee (the "Trustee") for the Bonds entered into that certain Regulatory Agreement and Declaration of Restrictive Covenants dated as of February 1, 1991 (the "Regulatory Agreement"); and WHEREAS, Section 10 of the Regulatory Agreement permits a transfer of the Project upon satisfaction of certain conditions including the consent of the City, which consent is in turn conditioned solely upon obtaining the prior written consent of the City and the Trustee, which consent of the City and the Trustee shall be conditioned solely upon receipt by the City and the Trustee of(i) reasonable evidence satisfactory to the City and the Trustee that the Seller's purchaser or transferee has assumed in writing and in full, and is reasonably capable of performing and complying with, the Seller's duties and obligations under the Regulatory Agreement, (ii) an opinion of counsel of the transferee that the transferee has duly assumed the obligations of the Seller under the Regulatory Agreement and that such obligations and the Regulatory Agreement are legal, valid and binding obligations of the transferee, and (iii) an opinion of Bond Counsel that such sale, transfer or other dispositions will not adversely affect the exemption from federal and California income taxation of interest on the Bonds; and WHEREAS, there has been presented to the City Council the form of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") among the City, the Trustee, the Seller and the Buyer pursuant to which the Buyer assumes in full the obligations of the Seller; and WHEREAS, the City Council desires at this time to approve the form of the Assignment and Assumption Agreement and to authorize its execution, subject to compliance with all conditions of the Project Loan Documents prerequisite to such transfer. 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. The proposed form of the Assignment and Assumption Agreement presented at this meeting is hereby approved as the form of such document to be used in connection with the sale of the Project and the City's approval thereof. The Mayor, or his designee, is hereby authorized and directed, for and in the name of the City, to execute such document in substantially the form hereby approved, with such changes therein as such officer may approve, such approval to be conclusively evidenced by the execution thereof. 3. Subject to all conditions precedent to the effectiveness of said transfer, the Assignment and Assumption Agreement is hereby approved in substantially the form presented at this meeting; and the Mayor is hereby authorized to execute and deliver such documents on behalf of the City, attested by the City Clerk, with such changes therein as may be necessary or appropriate in the judgment of the Mayor to consummate the transfer, and as shall be approved by the Mayor, his execution of such documents to constitute conclusive evidence of his approval of such changes; and the City Clerk is hereby authorized to impress upon such documents the official seal of the City. 4. The Mayor is hereby authorized and directed to execute, acknowledge, deliver and accept, as appropriate, any such further instruments, certificates of agreements as may be necessary or appropriate to consummate the transaction contemplated by the Assumption Agreement and this Resolution. In the absence of the City Clerk, the Deputy City Clerk is hereby authorized and directed to sign, execute or attest any document as provided herein in lieu of the City Clerk ADOPTED, SIGNED AND APPROVED this 16th day of July, 1996. ATTEST: Mayor of the City of Redlands 4v City erk I, Lorrie Poyzer, City Clerk of the City of Redlands, hereby certify that the foregoing resolution was duly adopted by the City Council at a regular meeting thereof held on the 16th day of July, 1996, by the following vote: AYES: Councilmembers Gilbreath, Cunningham, Gil, Banda; Mayor Larson NOES: None ABSENT: None ABSTAIN: None City-CIA