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HomeMy WebLinkAbout1995-09 HA . RESOLUTION NO. 95-09 A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS FOR THE HARBOR POINTE APARTMENTS, APPROVING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS AND APPROVING ACTION IN CONNECTION THEREWITH WHEREAS, Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the state of California (the"Act") authorizes a local agency to incur indebtedness for the purpose of refunding outstanding bonds of the local agency, and the Act provides a complete, additional and alternative method for such refunding¡ WHEREAS, the Housing Authority of the city of Santa Ana (the "Authority") has heretofore issued its $6,100,000 Multifamily Housing Revenue Bonds, (Mercury savings and Loan Association/Harbor pointe Apartments Project) 1985 Series C (the IIprior Bonds") to finance the acquisition and construction of a multifamily rental housing project known as Harbor pointe Apartments located at 1500 North Harbor Boulevard in the city of Santa Ana, California (the Multifamily Facilities"); . WHEREAS, Harbor pointe Apartments, a California general partnership (the IIBorrower") is the current owner of the multifamily facilities, and has requested that the Authority issue and sell the Bonds (hereinafter defined) for the purpose of refunding the Prior Bonds and thereby refinancing the multifamily facilities¡ and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been perforrned under the Act precedent to and in the issuance of the Bonds, the refunding of the Prior Bonds and the refinancing of the multifamily facilities 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, and the Authority now desires to approve the issuance of the Bonds and related documents and actions as set forth below. NOW, THEREFORE, the Governing Board of the Housing Authority of the city of Santa Ana resolves as follows: section 1. The Authority finds and declares that the above recitals are true and correct. . section 2. Pursuant to the Act and the Indenture (hereinafter defined), revenue bonds of the Authority, designated as "Housing Authority of the city of Santa Ana Variable Rate Demand Multifamily Housing Revenue Refunding Bonds, 1995 Series A . . . (Harbor pointe Apartments) II in an aggregate principal amount not to exceed $5,500,000 (the "Bonds"), are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Chairman, the seal or facsimile of the seal of the Authority shall be reproduced thereon and attested by the manual or facsimile signature of the Secretary, in the form set forth in and otherwise in accordance with the Indenture. section 3. The Bonds, in respective approved: documents listed below relating to the forms on file with the secretary, are hereby (a) Indenture of Trust Authority and First Trust of trustee (the"Trustee")¡ (the "Indenture"), between the California, National Association, as (b) Loan Agreement, arnong the Authority, the Trustee and the Borrower; (c) Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants, among the Authority, the Trustee and the Borrower¡ (d) Bond Purchase Agreement among the Authority, the Borrower (the Underwriter")¡ (the "Purchase Contract"), and Bank of America NT & SA (e) Official Statement of the Authority describing the Bond offering (the "Official Statement"). (f) Agreement Regarding Redemption of Prior Bonds by and among the Authority, the Trustee, Seattle-First National Bank, as prior Trustee (the IIprior Trustee"), the Borrower and the Resolution Trust corporation¡ (g) Supplemental Indenture No.1 with respect to the Prior Bonds, by and between the Authority and the Prior Trustee¡ and (h) Supplemental Indenture No.2 with respect to the Prior Bonds by and between the Authority and the Prior Trustee. The Chairman, vice Chairman, the Executive Director and the Finance Officer of the Authority (the "Designated Officers") are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver each of the above-listed documents, and the Secretary is hereby authorized and directed, for and in the name and on behalf of the Authority, to attest the Designated Officer's signature on the documents which provide for such attestation, in said forms, together with such additions thereto or changes therein as are recommended or approved by the Executive Director upon consultation with bond counsel to the Authority and the city Attorney's office, including such additions or changes as are necessary or advisable in accordance with section 7 hereof . . . (provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $5,500,000, result in an initial interest rate on the Bonds in excess of 7.5% per annum or result in an underwriters' discount or fee in excess of 2.0% of the aggregate principal amount of the Bonds), the approval of such additions or changes to any of such documents to be conclusively evidenced by the execution and delivery by the Authority of the respective document. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture as finally executed. section 4. The Underwriter is hereby authorized to distribute copies of the Official statement to persons who may be interested in the purchase of the Bonds and is directed to deliver such copies to all actual purchasers of the Bonds. distribution by the Underwriter of a preliminary official statement relating to the Bonds is hereby approved and authorized. The Designated Officers are, and each of them acting alone is, hereby authorized to execute a certificated to the effect that such preliminary official statement and the Official Statement, as of their respective dates, are deemed final by the Authority for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. Section 5. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by one of the Designated Officers, which instructions such officers are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the Authority, 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. section 6. The law firm of Jones, Hall, Hill & White, A Professional Law Corporation, is hereby designated as bond counsel to the Authority with respect to the Bonds. The fees and expenses of said firm incurred in connection with their services related to the Bonds shall be payable solely from contributions by or on behalf of the Borrower and not from any revenues or assets of the Authority. Section 7. All actions heretofore taken by the officers and agents of the Authority with respect to the issuance of the Bonds and the refunding of the Prior Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority, including but not limited to the Designated Officers, are hereby authorized and directed, for an in the name and on behalf of the . Authority, to do any and all things and take any and all actions and execute and deliver 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 and the refunding of the Prior Bonds in accordance with this Resolution, including but not limited to those certificates, agreements and other documents described in the documents listed in Section 3 above and any certificates, agreements or documents as may be necessary to further the purposes hereof, or evidence credit support or additional security for the Bonds, but which shall not create any obligation or liability of the Authority other than with respect to the revenues and assets derived from the proceeds of the Bonds or the Multifamily Facilities. section 8. This resolution shall take effect immediately upon its adoption by the Governing Board of the Authority, and the Secretary shall certify to the vote adopting this resolution. ADOPTED, this 4 day of Decernber , 1995 by the following vote: AYES: 7 MEMBERS: Espinoza, Lutz, McGuigan, Mills, Moreno, Pulido, Richardson NOES: 0 MEMBERS: . ABSENT: 0 MEMBERS: Authority ATTEST: Executive D ector Housing Authority APPROVED AS TO FORM: ~~Sing Authority .