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HomeMy WebLinkAbout1986-12 HA . . . . . RESOLUTION 86-12 A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA APPROVING DOCUMENTS; APPOINTING A TRUSTEE AND AUTHORIZING THE SALE OF ITS MULTIFAMILY HOUSIHG RBVBNUE BONDS AND MAKING CERTAIN FINDINGS IN CORNECTJ:ON WITH THE ISSUANCE OF SAID BONDS (VINTAGE APARTMENTS PROJECT) WHEREAS, there is a shortage in the city of Santa Ana (the "city") of decent, safe and sapitary housing which is I!.ffordable by persons of low or.mo<lerate income and a consequent need to encourage the construction of rental units affordable by such persons and otherwise to increase the housing supply in the City for such persons; and WHEREAS, the Housing Authority of the city of Santa Ana (the "Authority") is authorized pursuant to Chapter 1 (commencing with Section 34200) of Part 2 of Division 24 of the California Health and Safety Code (the "Act") to provide assistance in financing multif-.ily residential rental housing developments within the City; and WHEREAS, the city council of the City of Santa Ana (the "city Council") has duly caused to. be published a notice of a public hearing regarding the issuaÞOe of revenue bonds by the Authority for the Project in accordançe with the requireaents of Section 147(f) of the Internal Revenue COde of 1954, as amended, which notice set 3:00 p.II., on Dec8llber 15, 1986, and the Santa Ana city Council Chambers as the time and place for said hearing; and WHEREAS, the members of the City Council are the applicable elected representatives to conduct a public hearing regarding the issuance of revenue bonds by the Authority for the Project; and WHEREAS, the City Council on this date has conducted a public hearing regarding the issuance of revenUe bonds by the Authority for the Project and hasðeterained it to be in the public interest to issue bonds, ~e prooeeds of which will be used to make a loan to the Developer, all in furtherance of the purposes of the Act; and WHEREAS, all acts, conditions and things required by the Act, 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 aforesaid revenue bonds exist, have happened, and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and 8IIIpowered, pursuant to each and every requir8lllent of law, to issue such revenue bonds for the purpose, in the manner and upon the terms herein provided; and WHEREAS, all acts, conditions and things required by . . . . . the Act, and by all other laws of the state of California, to exist, to have happened and to have Wen perfoned precedent to and in connection with the issuance of the aforesaid revenue bonds exist, have happened, and have ~een performed in regular and due time, form and manner.. .s.required by law, and the Authority is now duly authorized an4..powered, pursuant to each and every requirement of law, to i..ue sucb revenue bonds for the purpose, in the manner and upon the terms herein provided; and WHEREAS, said revenue bonds are to be issued pursuant to an Indenture of Trust (the "Inde~re") in the form presented to this .eeting by and between t;b,e Authority and the truatee named.in the Indenture (the "TrUstee") in an aggreqate principal amOunt not to exceed $8,400,000 andere to be designated as the "Houing Authority of the city « Santa Ana Variable Rate Demand Multifamily Housing Revenue BonGs, 1986 Series A (Vintage Apartments Project)" (the "Bonds"); NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. Recitals. of them, are true and correct. The above recitals, and each section 2. Regulatory Agr8eaent. The proposed form of the Regulatory Agreement among the Authority, the Trustee (as hereinafter defined) and the Developer (the "Regulatory Agreement") presented at this meeting is hereby approved and the Chairman or Vice Chairman of the Housing Authority and the Secretary of the Housing Authority or the Housing Manager of the Authority (the "Chairman or Vice Chairman," the Secretary" and the "Manager", respectively) are hereby authorized and directed, for and in the name of the Authority to execute the Regulatory Agre...nt in substantially the foea hereby approved, with such non-8ubstantive changes therein as the officer or officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof and are further authorized and directed to cause said Regulatory Agre..ent to be recorded in the official records of orange County. Section 3. Official 8ta1:eaent. The draft of the Preliminary Official Statement relating to the Bonds presented at this meeting is hereby approved in substantially the form presented with such non-substantive changes thereto as .ay be approved by the Chairman, Vice Chairman, the Secretary or Housing Manager is hereby authorized and directed, for and in the name and on behalf of the Authority to execute the Preliminary Official Stat..ent and e Final Official statement in substantially the form of the Prel1ainary Official Statement, together with such non-substantive changes thereto as may ~e approved by the Chairman or Vice Chairllan (collectively the "Official statement"), and the distribution of such Official statement in connection with the sale of the Bonds is hereby authorized. Section 4. Appoint8ent of Trustee. Seattle First National Bank is hereby appointed as Trustee under the Indenture . . . . . M-!,,-~ (the "Trustee") with the duties the Indenture. for the Authority and the owners of the Bonds, and powers of such Trustee as are set forth in Section 5. J:ndenture. The proposed form of the Indenture presented at this meetin; by and between the Authority and the Trustee is hereby approv!Ìld and the Chairman, Vice Chairman, the Secretary or the Manager are hereby authorized and directed, for and in the name and on behalf of the Authority, to executed, acknowledge and deliver to the Trustee the Indenture in substantially the form hereby approved, with such non-substantive additions or ch&n9" as the officers executing the same may approve and which may be consistent with the Bond Purchase Agreement hereinafter reterred to, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. FOJ:Jl of Bon48. The form of the bonds as set forth in the Indenture as presented to this meeting is hereby approved and the Chairman, Vice Chairman, the Secretary or the Manager are hereby authorized and. directed to execut.e by manual or facsimile signature, in the name and on behalf of the Authority and under its seal, such Bonds in either temporary and/or definitive form in the aggregate principal aaount set forth in the Indenture and all in accordance with the terms and provisions of the Indenture. Section 7. Loan Aqreeaent. The form of the Loan Agreement (the "Loan Agreement") as presented to this meeting by and among the Authority, the Developer and the Trustee, whereby the proceeds of the bonds are to be loaned to the Developer for the purpose of financing the Project is hereby approved and the Chairman, Vice Chairman, the secretary or the Manager are hereby authorized and directed, for and in the name of the Authority to execute the Loan Agreement in substantially the form hereby approved, with such non-substantive changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. ReeaeJ:91ng Aqreeaent. The form of the Reemerqing Agreement (the "Reemerging Agreement"), as presented to this meeting to be executed by the Authority, the Developer and Prudential-Bache Securities, Inc., as Reemerging Agent (the "Reemerqing Agent"), pursuant to which the Reemerging Agent agrees to act as remarketing agent in connection with the remarketing of the Bonds pursuant to the Indenture, is hereby approved and the Chairman, Vice Chairman, the Secretary or the Manager are hereby authorized and directed, for and in the name of the Authority, to execute the R.emerqing Agreement 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 and delivery thereof. Section 9. Bond Purcha- Aqreeaent. The form of Bond Purchase Agreement for the purchase of the bonds as presented to this meeting by Bancroft, Garcia & Lavell, Inc., . . . . . and Prudential-Bache Securities Inc., as underwriters, and the sale of the Bonds pursuant thereto upon the terms and conditions set forth therein is hereby approved and, subject to such approval and subject to the provisions of section 10 hereof, the Chairman, Vice Chairman, the Secretary or Housing Manaqer, is hereby authorized and directed to ev~dence the Authority's acceptance of the offer made by saidlond Purchase Agreement by executing and delivering said Bond Purchase Agreement in said form with such non-substantive ch~q.. therein as the officer executing the same may approve and8uch matters as are authorized by section 10 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. section 10. Chair8aD or Vice Chair8aD or De8ignee Authorized to B8tablish Final ~ of Sale Bonds. The Chairman or Vice Chairman, based on such advice of the Authority staff as the Chairman or Vice Chai~ may deem necessary, is hereby authorized and directed to act on behalf of the Housing Authority to establish and determine (i) the final principal amount of the Bonds, which amount shall not exceed $8,400,0001 (ii) the initial interest rate on the Bonds, which rate shall not exceed 10-1/2% per ann~1 (iii) the underwriter's fee for the underwriting of the Bonds, which amount shall not exceed 3% 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 as may be consistent with the Indenture. The Chairman or Vice Chairman, upon the deterllination of such llatters, is further authorized and directed, in and for the name of the Authority, to execute any supplements or amendments to the Bond Purchase Aqreement as, based on such advice, IlaY be neoessary to include such llatters as so determined to be a part of the bond Purchase Agr....ot. The authorization and powers delegated to the Chairman or Vice Chairman by this section 10 shall be valid for a period of 90 days from the date of adoption of this Resolution. section 11. other Aqreeaents and Instrullents. The forms of the Intsrcorporate Agreement, dated as of December 1, 1986, by and amonq the Authority, the Trustee and Tokai Bank of California (the "Bank") (the "Intercorporate Aqreement"), and ancillary security documents required by the Bank are hereby approved and the Chairman or Vice Chairman and the Secretary or the Manaqer are hereby authorized and directed, for and in the name of the Authority to execute the Intercorporate Agreement and such ancillary documents in substantially the form hereby approved, with such non-substantive changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. section 12. Requisitions. The Chairman, vice Chairman, the Secretary or the Manager are hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay the cost of issuing the Bonds from the proceeds of the Bonds or otherwise pursuant to the Indenture. Section 13. Designation of Al~ocation. The Authority hereby designates to the Bonds the private activity bond allocation allocated to the City of Santa Ana for the Project pursuant to . . . . . . Resolution No. 86-8(F) of the Mortgage Bond Allocation Committee of the state of California. section 14. other Acts. The officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all thing., to execute and deliver any and all documents, including but not limited to, the Final Official statement, which in consultation with the Authority staff and Bond Counsel, they may de- necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, or otherwise to effectuate the purposes of this Resolution or to implement the provisions of the Requlatory Agreement, the Indenture, the Loan Agreement, the Remarketing Aweeaent, the Intercreditor Agre_ent and any other aqre81l8l1tø ,documents and instruments relating to the Bonds, and any such actions previously taken by such officers are hereby ratified and confirmed. section 15. Bffective Date. this Resolution shall take effect immediâtely upon adoption. ADOPTED, this ~ day of following vote: ,1986, by the D~c~mh~r AYES MEMBERS: Young , McGu.;t.ge\n , Griset, .1I.costa :li'uHdo ,lfart ,May MEMBERS : 7 NOES 0 ABSENT 0 MEMBERS: . ~~.o;¡..~ ~c.~'~"X"....J V, ce- Chairman ATTEST: ~... ..: ::...~~ ...:'!.:I:::-"",,:::-.. ~ ~~- .",-- ~1#~ i;: .~\ ~~i "':::¡:~ £'-. \~\ ~ "" ../i''' \. ~ ~:::..~ -~~O' ~~. . ,_v~. :-~~ :;y.. ,-' ""~'...~:.;:'" c APPROVED AS TO FORM: . ." , Attorney Authority