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HomeMy WebLinkAbout1997-05 HA . . . " . . RESOLUTION 97-05 A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (HENINGER VILLAGE SENIOR APARTMENTS) 1997 ISSUE A, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, LOAN AGREEMENT, AMENDED AND RESTATED REGULATORY AGREEMENT, SUPPLEMENTAL AGREEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS 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, commencing with section 53580 (the "Act") authorizes local agencies to incur indebtedness for the purpose of refunding any revenue bonds of the local agency, and the Act provides a complete, additional and alternative method for such financing; WHEREAS, the Housing Authority of the City of Santa Ana (the "Authority") hereby finds and declares that it is necessary, essential and a public purpose for the Authority to engage in a prograrn (the "prograrn") of refunding certain revenue bonds of the Authority issued to finance the construction and development of multifamily rental housing (the "1987 Bonds"), and has determined to borrow rnoney for such purpose by the issuance of revenue refunding bonds as authorized by the Act; WHEREAS, resolution is Act; the Authority hereby finds and declares that this being adopted pursuant to the powers granted by the WHEREAS, Sycarnore Retirernent Apartrnents, Ltd., A California Lirnited Partnership, owner of the Project (as hereinafter defined) (the "borrower") has requested that the Authority issue and sell the Bonds (hereinafter defined), the principal of and interest upon which will be secured by payments to be made for the purpose of refunding outstanding revenue bonds of the Authority previously issued to finance the construction and developrnent of a multifarnily rental housing project located in the City of Santa Ana and commonly known as the Heninger Village Senior Apartrnents (formerly knows as Sycamore Apartrnents) (the "Project"; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds and the irnplernentation of the prograrn as conternplated by this resolution and the documents referred to herein exist, have happened and have been perforrned in due time, forrn and manner as required by the laws of the State of California, including the Act. . . . ." .. WHEREAS, the Authority has determined, pursuant to Section 34292 of the Health and Safety Code of the State of California (the "Housing Authorities Law") that the issuance and delivery of the bonds and the execution and delivery of related documents, and the adoption of this resolution is an "emergency matter" within the rneaning of the Housing Authorities Law without benefit of the review by or recommendations of the Redevelopment and Housing Commission. NOW, THEREFORE, BE IT RESOLVED by the Housing Authority of the City of Santa Ana, as follows: Section 1. The Authority hereby above recitals are true and correct. finds and declares that the Section 2. Pursuant to the Act and the Indenture (hereinafter defined), revenue refunding bonds of the Authority, designated as "Housing Authority of the City of Santa Ana Multifamily Housing Revenue Refunding Bonds (Heninger Village Senior Apartments) 1997 Issue A", in an aggregate principal amount not to exceed $2,540,000 (the "Bonds"), are hereby authorized to be issued. The Bonds shall be executed by the manual or facsirnile signature of the Chairman and attested by the manual or facsimile signature of the Secretary, in the forrn set forth and otherwise in accordance with the Indenture. Section 3. The indenture of trust (the "Indenture") between the Authority and First Trust National Association, as trustee (the "Trustee") in the form presented to this rneeting, is hereby approved. The Chairman, the Executive Director, and Financial Officer of the Authority (the "Designated Officers") are, and each of thern acting alone is, hereby authorized and directed, for and in the narne and on behalf of the Authority, to execute and deliver the Indenture, and the Secretary or any Deputy 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 Indenture, in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 8 hereof (provided that no additions or changes shall authorize an aggregate principal amount of bonds in excess of $2,540,000, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority for the Indenture. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form, registration provisions, 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 loan agreement (the "Loan Agreement") arnong the Trustee, the Authority and the borrower, in the form presented to this rneeting, is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and 3ð ~ . in the name and on behalf of the Authority, to execute and deliver the Loan Agreement in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to, the Authority, including such additions or changes as are necessary or advisable in accordance with section 8 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Loan Agreement. section 5. The amended and restated regulatory agreement and declaration of restrictive covenants (the "Regulatory Agreement") among the Authority, the Borrower, and the Trustee, in the form presented to this rneeting, is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed for and in the name of and on behalf of the Authority, to execute and deliver the Regulatory Agreement in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with section 8 hereof, the approval of such changes or additions to be conclusively evidenced by the execution and delivery by the Authority of such Agreernent. . Section 6. The supplernental agreernent (the "Supplemental Agreernent") among the Authority, the Borrower and Nations Credit Commercial Corporation, or any successor thereto (the "Purchaser"), in the form presented to this meeting, is hereby approved. 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 said Supplernental Agreement in said forrn, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Supplemental Agreernent. section 7. 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 thereof, and to deliver the Bonds, when duly executed and authenticated, to the Purchaser 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 narne 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 Purchaser in accordance with the Purchase Contract, upon payment of the purchase price therefor. . section 8. All actions heretofore taken by the officers and agents of the Authority with respect to the establishment of the . . . I .. '. Program and the sale and issuance of the bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Designated Officers, are hereby authorized and directed, for and 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 in accordance with this Resolution and resolutions heretofore adopted by the Authority and in order to carry out the prograrn, including but not limited to those certificates, agreernents and other documents described in the Indenture, the Loan agreement, the Regulatory Agreernent, the Supplemental Agreernent and the other documents herein approved and any certificates, agreernents or documents as rnay be necessary to further the purpose hereof, evidence credit support or additional security for the Bonds, or evidence the obligation to purchase Bonds upon tender by the "Bondholders, 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. section 9. This its adoption. resolution shall take effect immediately upon ADOPTED this ~ day of December , 1997. ATTEST: Cynth1a J. N son Executive Director Housing Authority AUTHORITY MEMBERS: APPROVED AS TO FORM: Espinoza AYE Franklin AYE Lutz AYE McGuigan AYE Moreno AYE Pulido ABSENT Richardson AYE ~~~.~ ;CrJoseph w, Fletcher Attorney for Housing Authority h:\actions\97ha\Heninger