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HomeMy WebLinkAboutRES CC 1999 1600 1999 0505RESOLUTION NO. 99 -1600 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF AN AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY AND THE AMENDMENT OF AN INDENTURE OF TRUST, AND APPROVING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS WHEREAS, the City of Moorpark, California (the "City ") , has expressed an interest in participating in the economic development financing programs (the "Programs ") in conjunction with the parties to that certain Amended and Restated Joint Exercise of Powers Agreement Relating to the California Statewide Communities Development Authority (the "Authority") , dated as of June 1, 1988 (the "Agreement "); and WHEREAS, there is now before this City Council the form of the Agreement; and WHEREAS, the City proposes to participate in a Program and desires that a 370 -unit multifamily residential housing facility located at 51 Majestic Court, Moorpark, California, commonly known as Le Club Apartments (the "Project "), originally financed with the proceeds of multifamily housing revenue bonds issued by the City (the "Prior Bonds "), be refinanced pursuant to the Program with the proceeds of a series of multifamily housing revenue refunding bonds (the "Bonds ") to be issued by the Authority; and WHEREAS, PTR- California Holdings (3) Incorporated, the owner of the Project (the "Developer "), has requested that the City amend the provisions of the Indenture of Trust, dated as of November 1, 1992 (the "Prior Indenture "), by and between the City and U.S. Bank Trust National Association, as successor trustee (the "Prior Trustee ") to facilitate the redemption of the Prior Bonds; and WHEREAS, the Prior Indenture prohibits the legal defeasance of the Prior Bonds with Available Amounts (as defined in the Indenture) while the Prior Bonds bear interest at a Variable Rate and the definition of Available Amounts excludes proceeds of refunding bonds as a bankruptcy -proof source of the payment of the redemption price of the Prior Bonds; and Resolution No. 99 -1600 Page 2 WHEREAS, Section 9.01 of the Prior Indenture provides that the provisions thereof, the City and the Prior Trustee may enter into an indenture supplemental thereto for the purpose of curing, correcting or supplementing any defective provision contained in the Indenture not inconsistent with the Indenture and which shall not adversely affect the interests of the holders of the Prior Bonds; and WHEREAS, the Obligations will be considered to be "qualified exempt facility bonds" under Section 142(a) of the Internal Revenue Code of 1986, as amended (the "Code "), and Section 147(f) of the Code requires that the "applicable elected representative" with respect to the geographical area in which the Project is located hold a public hearing on and approve the issuance of the Obligations; and WHEREAS, this City Council is the elected legislative body of the City; and WHEREAS, a notice of public hearing in a newspaper of general circulation in the City has been published, to the effect that a public hearing would be held by this City Council regarding the issuance of the Obligations by the Authority and the nature and location of the Project; and WHEREAS, this City Council held said public hearing on such date, at which time an opportunity was provided to present arguments both for and against the issuance of such Obligations and the nature and location of the Project; and WHEREAS, it is in the public interest and for the public benefit that the City do so; and WHEREAS, the Agreement has been filed with the City, and the members of the City Council of the City, with the assistance of its staff, have reviewed said document. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Agreement is hereby approved and the Mayor or the City Manager, or any designee thereof, is hereby authorized and directed to execute said document, and the City Clerk is hereby authorized and directed to attest thereto. Resolution No. 99 -1600 Page 3 SECTION 2. The Council hereby approves the issuance of the Bonds by the Authority for the purpose of refinancing the Project and redeeming the Prior Bonds, and ratifies all actions heretofore taken with respect to the Bonds and the Project with the understanding the Authority will issue the Bonds subject to the inclusion of the City as a third party beneficiary in the Regulatory Agreement and Declaration of Restrictive Covenants to be executed and delivered in connection with the issuance and delivery of the Bonds. It is the purpose and intent of the Council that this resolution constitutes approval of the Bonds for the purposes of Section 9 of the Agreement. SECTION 3. The First Supplemental Indenture of Trust, dated as of May 1, 1999 (the "First Supplement "), by and between the City and the Prior Trustee, in the form on file with the City Clerk, is hereby approved. The Mayor, City Manager and Finance Director (the "Designated Officers "), and each of them, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the First Supplement, and the City Clerk, or any deputy thereof, is hereby authorized to attest the signature of the Designated Officers, in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officers upon consultation with bond counsel, including such additions or changes are necessary or advisable to effect the intent of this Resolution, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the First Supplement. SECTION 4. The Designated Officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents that they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this Resolution and the financing approved hereby. SECTION 5. The Developer shall be responsible for the payment of all present and future costs in connection with the issuance of the Obligations, including, but not limited to, any fees and expenses incurred by the City in anticipation of the issuance of the Obligations. The payment of the principal, redemption premium, if any, and purchase price of and interest on the Obligations shall be solely the responsibility of the Developer. The Obligations shall not constitute a debt or obligation of the City. Resolution No. 99 -1600 Page 4 SECTION 6. The adoption of this Resolution is solely for the purpose of meeting the requirements of the Code and shall not be construed in any other manner, the City nor its staff having fully reviewed or considered the financial feasibility of the refinancing of the Project or the expected operation of the Project with regards to any State of California statutory requirements, and such adoption shall not obligate, without further formal action to be taken by this City Council, (i) the City to provide financing to the Developer for the refinancing of the acquisition, construction and development of the Project or to issue the Obligations for purposes of such refinancing; or (ii) the City, of or any department of the City, to approve any application or request for, or take any other action in connection with the ownership or operation of the Project. SECTION 7. The City Clerk of the City shall forward a certified copy of this Resolution and an originally executed Agreement to: Thomas A. Downey, Esq. Jones Hall, A Professional Law Corporation 650 California Street, 18th Floor San Francisco, California 94108 Ana Marie del Rio, Esq. Orrick, Herrington & Sutcliffe LLP Old Federal Reserve Bank Building 400 Sansome Street San Francisco, California 94111 SECTION 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. SECTION 9. The City Clerk shall certify to the adoption of this Resolution and shall cause a certified Resolution to be filed in the book of original Resolutions. Resolution No. 99 -1600 Page 5 PASSED AND ADOPTED THIS 5th day of May 1999 ATTEST: Deborah S. Traffenst dt, City Clerk trick Hunter, Mayor Resolution No. 99 -1600 Page 6 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss. CITY OF MOORPARK ) I, Deborah S. Traffenstedt, City Clerk of the City of Moorpark, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 99 -1600 was adopted by the City Council of the City of Moorpark at a meeting held on the 5th day of May, 1999, and that the same was adopted by the following vote: AYES: Councilmembers Evans, Harper, Wozniak and Mayor Hunter NOES: None ABSENT: Councilmember Rodgers ABSTAIN: None WITNESS my hand and the official seal of said City this 6th day of May, 1999. Deborah S. Traffenste t, City Clerk (seal)