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HomeMy WebLinkAbout84-087 RESOLUTION NO. 84-87 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE SALE AND ISSUANCE OF ITS LOAN-TO-LENDER MULTIFAMILY HOUSING REVENUE BONDS, SERIES I984A; APPROV- ING THE FORM OF AND AUTHORIZING THE EXECU- TION AND DELIVERY OF THE TRUST INDENTURE, LENDER LOAN AGREEMENT, AGREEMENT AS TO TAX EXEMPTION, PRELIMINARY OFFICIAL STATEMENT, THE BOND PURCHASE CONTRACT ~ CERTAIN DOCU- MENTS AND AGREEMENTS RELATING THERETO; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CON- NECTION THEREWITH WI~EREAS, the City of Santa Ana, California (the "City"), is a municipal corporation, duly organized and existing under the constitution and the laws of the State of California and the Charter of the City; and WHEREAS, the City is authorized to issue revenue bonds in order to provide financing for commercial structures, including multifamily rental housing projects, pursuant to Ordinance No. NS-1609 of the City; and WHEREAS, Fairview Associates, Ltd. (the "Developer") wishes to acquire and rehabilitate a 552-unit apartment complex located at 801-811 Fairview Avenue within the City (the "Project"); and WHEREAS, a notice of a public hearing regarding the issuance of revenue bonds for the Project has been duly pub- lished in accordance with the requirements of Section 103(k) of the Internal Revenue Code of 1954, as amended; and WHEREAS, the members of the City Council are the applicable elected representatives to conduct a public hearing regarding the issuance of such revenue bonds; and WHEREAS, the City Council has conducted a public hearing regarding the issuance of revenue bonds for the Project and determined it to be in the public interest to issue revenue bonds, the proceeds of which will be loaned to the lender here- inafter mentioned which will in turn originate a loan to the Developer for the Project; and WHEREAS, the City Council has heretofore adopted a resolu- tion approving the application of the Developer for financing for the ProjeCt pursuant to Ordinance No. NS-1609; and WHEREAS, all acts, conditions and things required by the Charter of the City, Ordinance No. NS-1609 and all 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 aforesaid revenue 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, pur- suant to each and every requirement of law, to issue such revenue bonds for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, the City Council of the City of Santa Ana hereby resolves as follows: -2- ARTICLE I DEFINITIONS, LEGAL AUTHORIZATION, FINDINGS AND APPOINTMENTS 1.01. Definitions. Unless the context shall require otherwise, the capitalized terms used and not otherwise defined herein shall have the same meanings as used in the Indenture hereinafter referred to; and, unless the context shall require otherwise, the following definitions shall be applicable hereto: "Agreement as to Tax Exemption" means the agreement so designated by and among the City, the Trustee, the Lender and the Developer. "Bond" or "Bonds" means any one or more of the City. of Santa Ana Multifamily Housing Revenue Bonds, Series 1984A, authorized pursuant hereto. "Bond Counsel" means the firm or firms appointed as such by Section 1.04(b) hereof. "Bond Purchase Contract" means the agreement so designated by and among the City, the Lender, the Developer and the Underwriter. "City" means the City of Santa Ana, California. "City Representative" means the person appointed as such by Section 1.04(c) hereof. "Developer" means Fairview Associates, Ltd., a California limited partnership. "Developer Loan Agreement" means the agreement so designat- ed by and among the City, the Trustee, the Lender and the Developer. -3- "Lender" means York Associates, Inc., a corporation organized under the laws of the District of Columbia. ~ "Lender Loan Agreement" means the agreement so designated b7 and among the City, the Trustee and the Lender. "MBIA" means the Municipal Bond Insurance Association. "Ordinance" means Ordinance No. NS-1609 of the City. "Preliminary Official Statement" means the preliminary version, so identified, of the Official Statement of the City relating to the Bonds. "Project" means the acquisition and rehabilitation of the 562-unit apartment complex located at 801-811Fairview Avenue within the City. "Resolution of Issuance" means this Resolution of the City, together with any supplement or amendment thereto. "Trust Indenture or Indenture" means the document so designated between the City and the Trustee. "Trustee" means the financial institution appointed as such by Section 1.04(a) hereof. "Underwriter" means Cranston Securities Company of Columbus, Ohio. All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this Resolution of Issuance as originally executed. The words "herein," "hereof" and "hereunder" and other words of similar import refer to this -4- Resolution of Issuance as a whole, not to any particular Article, Section or subdivision. 1.02. Legal Authorization. The Bonds are hereby authorized to be issued under and subject to the terms of this Resolution of Issuance and the Indenture for the object and purpose of providing the funds for the financing of the Project. The Bonds shall be designated as the "City of Santa Ana Loan-to-Lender Multifamily Housing Revenue Bonds, Series 1984A". 1.03. Findings. The City does hereby find and deter- mine, as follows: (a) enter into the the City is authorized by the Ordinance to Indenture and the Developer Loan Agreement for the purpose of making a loan to the Lender which in turn will make a loan to the Developer for the financing of all under and pursuant to provisions of the the Project, Ordinance; (b) the financing that is to be provided to the Developer by the City in connection with the Project will further the purposes and goals of the Ordinance; (c) the Project is a "commercial project" within the meaning of the Ordinance; (d) the Project costs proposed to be financed hereby include only those costs paid or incurred by or on behalf of the Developer with respect to the Project after -5- the date hereof, except that costs paid or incurred by the Developer with respect to the Project before such date may be included to the extent that such inclusion will not result in less than substantially all of the proceeds of the Bonds being used for the acquisition, construction, reconstruction or improvement of land or property of a character subject to the allowance for depreciation; and (e) the amount necessary to provide financing for the Project requires the issuance of the Bonds in a total principal amount not to exceed $27,500,000. 1.04. Appointments. (a) Trustee. The Central Trust Company, N.A., is hereby appointed as trustee for the City and the owners of the Bonds, with the duties and powers of the Trustee as set forth in the Indenture; provided, however, that the City shall not be liable for the fees and expenses of the Trustee except to the extent that revenues for such purpose are made available to the City under and pursuant to the Indenture. (b) Bond Counsel. Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Ne%~port Beach, California, and Dunnells, Duvall, Bennett & Porter, Washington, D.C., are hereby appointed as Co-Bond Counsel, p~ovided, however, that the City shall not be liable for the fees and expenses of Co-Bond Counsel except to the extent that Bond proceeds are made available to it for such purpose. --6-- ' (c) City Representative. David Biggs, Economic Develop- ment Specialist, is hereby designated to act as the representa- tive of the City in connection with the issuance of the Bonds and the disposition of the proceeds from the sale thereof; and he is authorized and directed to provide such approvals, certificates and orders of the City not inconsistent with the terms hereof as may be necessary or convenient in order to carry out the purposes of this Resolution of Issuance. ARTICLE II BONDS 2.01. Authorized Amount and Form of Bonds. The issuance of the Bonds pursuant to this Resolution of Issuance and in accordance with the Indenture is hereby approved. The Bonds shall be in substantially the form set forth in the Indenture, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution of Issuance, and in accordance with the further provisions hereof; and the total principal amount of the Bonds which may be out- standing hereunder is expressly limited to $27,500,000. 2.02. Terms of the Bonds. The Bonds shall be payable at the times and in the manner and shall bear interest at the rates as set forth in the Indenture and the Bond Purchase Contract and shall be subject to such other terms and conditions as are set forth therein. The Bonds are limited -7- obligations of the City payable solely from payments made on the loan made to the Lender and certain other revenues and assets pledged for such purpose under the Indenture. The Bonds will not be payable from or secured by any other revenue or asset of the City; and neither the faith and credit nor the taxing power of the City, the State of California or any other of its political subdivisions are pledged to the payment of the Bonds. 2.03. Execution. The Bonds shall be executed on behalf of the City by the manual or facsimile signature of its Mayor or Vice Mayor, attested by the manual or facsimile signature of the Clerk of the Council, and shall have the seal of the City affixed thereon. In case any officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. 2,04. Sale of Bonds; Approval of Bond Purchase Contract. The form of the Bond Purchase Contract heretofore presented to the City and the sale of the Bonds to the Underwriter pursuant thereto are hereby approved, provided that the purchase price of the Bonds and rates of interest thereon shall have been approved by the City Representative; and, subject to such approval, the Mayor, or in his absence the Vice Mayor, is hereby authorized and.directed to evidence the City's -8- acceptance of the offer made by said Bond Purchase Contract by executing and delivering said Bond Purchase Contract in said form with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 2.05. Delivery of Bonds. Before delivery of the Bonds there shall be delivered to the Trustee for the benefit of the City and the owners of the Bonds, the following: (a) an executed copy of each of the following documents: (1) (2) (3) (4) (5) the Indenture; the Lender Loan Loan Agreement; the Agreement as to Tax Exemption; the Developer Loan Agreement; and such security documents as may be required pursuant to the terms of the Indenture, the Lender Loan Agreement or the Developer Loan Agreement; (b) a policy of bond insurance issued by MBIA, or a binding commitment from MBIA to issue such policy, on the form and amount described in the Preliminary Official Statement; (c) the opinion of Bond Counsel as to the validity and tax-exempt status of the Bonds; and -9- (d) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (c) above. 2.06. Use of Proceeds. The Droceeds from the sale of the Bonds shall be used to make a loan to the Lender to enable it to make a loan to the Developer for the financing of the Project and such other purposes as are set forth in the Inden- ture; and the City hereby specifically approves the Lender's loan to the Developer pursuant to the Developer Loan Agreement. ARTICLE III RELATED DOCUMENTS AND ACTIONS 3.01. Approval of Agreements. The forms of the Inden- ture, the Lender Loan Agreement, the Agreement as to Tax Exemption and the Developer Loan Agreement heretofore presented to the City are hereby approved; and the Mayor or Vice Mayor and the Clerk of the Council are hereby authorized and direct- ed, for and in the name of the City, to execute such documents in substantially the form hereby approved, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution there- of. In connection therewith, such officers are expressly authorized and directed to approve any and all changes neces- sary to make the principal amount and maturity schedule of -10- the Bonds conform to the principal amount and maturity schedule of the Bonds set forth in the Bond Purchase Contract executed pursuant hereto; provided, however, that under no circumstances shall the principal amount of the Bonds exceed the amount set forth in Section 2.01 hereof. 3.02. Approval of Preliminary Official Statement. The Preliminary Official Statement relating to the Bonds heretofore presented to the City is hereby approved in substantially the form presented with such changes thereto as may be approved by the City Representative; and the distribution of such Prelimin- ary Official Statement in connection with the sale of the Bonds is hereby authorized. ARTICLE IV MISCELLANEOUS 4.01. Conflict. All resolutions or parts of resolu- tions or other proceedings of the City in conflict herewith shall be and the same are repealed insofar as such conflict exists. 4.02. Severability. In case any one or more of the provisions of this Resolution of Issuance, the Bonds, the Indenture, the Lender Loan Agreement, the Agreement as to Tax Exemption, the Developer Loan Agreement or the Bond Purchase Contract (collectively, the "Documents") shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision'of the Documents, but the Documents and.each of them shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. 4.03. Authentication of Transcript. The Clerk of the Council is directed to furnish to Bond Counsel certified copies of this Resolution of Issuanc= and all documents referred to herein and other resolutions, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Bonds. All such certified copies, certifi- cates and affidavits, including any heretofore furnished, shall constitute 'recitals of the City a~ tc t~-? c~'rec~,~ ~f ~l statements contained therein. 4.04. Effective Date. This Resolution shall take effect immediately upon its passage and adoption. ADOPTED, this 16th day of July , 1984. ATTEST: Jaaic~ C.VGuy, Clerk of-t]~e ~6uncil -12- COUNCILMEMBERS: Luxembourger Griset Acosta Bricken Johnson McGuigan Young Aye Absent Aye Aye ^ze Axe, Aye Approved as to form: -13-