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HomeMy WebLinkAboutAGENDA REPORT 1985 0116 CC REG ITEM 10CALBERT PRIETO Mayor JAMES D. WEAK Mayor Pro Tern THOMAS C. FERGUSON Councilmember DANNY A. WOOLARD Councilmember LETA YANCY- SUTTON Councilmember DORIS D. BANKUS City Clerk JOHN C. GEDNEY City Treasurer TO: FROM: DATE: SUBJECT: MOORPARK The Honorable City Council Niall Fritz, Director of Community Development January 16, 1985 MULTI - FAMILY BOND PROGRAM - AGREEMENT WITH MacCLEOD CONSTRUCTION COMPANY PROPOSED ACTION STEVEN KUENY City Manager CHERYL J. KANE City Attorney NIALL FRITZ Director of Community Development R. DENNIS DELZEIT City Engineer JOHN V. GILLESPIE Chief of Police Approve the attached agreement and authorize its execution by the Mayor. Adopt the attached resolution of inducement for multi - family bond financing. BACKGROUND INFORMATION IviacCleod Construction Company is processinq a request for 316 apartments units. The project site is located adjacent and south of Poindexter Avenue and approximately 100 feet east of Sierra Avenue. As with G.H. Palmer & Associates, this applicant has requested they be afforded the opportunity to use multi - family bond financinq for the project. It is proposed by staff that the existing contract with the County for staff services for the G.H. Palmer & Associates proposal be amended to include staff service for this request as well. The indication from County staff is that this would be acceptable. However, because of certain timing constraints on the part of the applicant, it is proposed that the City enter into an agreement with him and adopt the resolution of inducement prior to completing a revision to the agreement with the County. Such an agreement should be ready for your next Council agenda. 799 Moorpark Avenue Moorpark, California 93021 (805) 529 -6864 The Honorable City Council Pg. 2 SUBJECT: MULTI - FAMILY BOND PROGRAM - AGREEMENT WITH MacCLEOD CONSTRUCTION COMPANY RECOMMENDED ACTION Approve the attached agreement and authorize its execution by the Mayor. Adopt the attached resolution of inducement for multi - family bond financing. -ITEM ia['. -i AGREEMENT THIS AGREEMENT is made and entered into this day of , 1985, by and between MacLEOD CONSTRUCTION COMPANY, a corporation, hereinafter referred to as "Developer ", and CITY OF MOORPARK, CALIFORNIA, a municipal corporation, hereinafter referred to as "City "; - W I T N E S S E T H - WHEREAS, Developer is interested in financing a multi- family rental housing development, hereinafter referred to as "Project", through the issuance of revenue bonds, hereinafter referred to as "Bonds ", subject to the conditions set forth herein; and WHEREAS, City is willing to assist Developer in securing Bonds financing for the Project, subject to the conditions set forth herein; NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Developer does hereby approve and request that the City contract with Ventura county, hereinafter referred to as "County ", to perform services and functions related to the issuance and administration of Bonds. 2. Developer agrees to pay all costs involved in the issuance of the Bonds, including, by way of example and not limita- tion, fees and disbursements of bond counsel, underwriters or financial advisors, County staff, and /or other consultants as may be retained by the City, including any out -of- pocket expenses, and any other experts engaged by the City, County, or by the Developer, bond printing and other printing costs, publication costs, filing fees, and costs incurred in order to obtain a rating for the Bonds. Such costs may be paid from proceeds of sale of the Bonds, but in the event that the Bonds are not issued for any reason, the Developer agrees to pay all of such costs and assume the City's obligations, if any, for payment of such costs. 3. Developer agrees to pay the cost of preparation of any studies, reports or other documents necessary to be prepared by or for the City to comply with the California Environmental Quality Act. 4. The Developer agrees to pay any and all costs incurred by the City, including without limitation, legal expenses and the amount of any judgment or settlement which follow proceedings in which the Developer is given an opportunity to participate, in connection with any legal action challenging the issuance or validity of the Bonds or use of the proceeds thereof. -1- 5. Developer agrees to reimburse the City for all costs which it incurs in the preparation, administration and coordination of this agreemenmt, the contract with County and any other services, including, by way of example and not limitation, the City Attorney and other City staff members. 6. In consideration of City proceeding with the issuance of Bonds, the Developer agrees to deposit with City the sum of THREE THOUSAND, FIVE HUNDRED DOLLARS ($3,500) on or before January 25, 1985, to be separately accounted for by the City for payment of the above referenced costs. Developer agrees that City will not be responsible for paying interest on any unused portion of the above sum, and Developer further agrees to deposit with City any additional funds that may be necessary to complete issuance of Bonds. 7. City agrees to refund to Developer any unused portion of any deposits within sixty (60) calendar days after issuance of Bonds. 8. City agrees to proceed, and to direct bond counsel to proceed, with the planning and preparation of the necessary pro- ceedings for the offering of the Bonds for sale to finance the Development. the Developer understands that this Agreement does not exempt it from any requirements of the City or any department or agency thereof, or other governmental body, that would apply in the absence of the proposed Bond financing, and that compliance with such requirements is an express precondition to the issuance of the Bonds by the City. 9. Developer further understands and agrees that the issuance of any Bonds by the City is contingent upon the City being satisfied with all of the terms and conditions of the Bonds and the issuance thereof, and being satisfied that such issuance is in the best interests of the City and /or any other person if the City shall determine for any reason not to issue the Bonds. 10. City may terminate this Agreement upon giving a seven (7) day written notice, and Developer may terminate this Agreement upon giving a thirty (30) day written notice. Following termination, no further costs shall be attributable to the issuance of Bonds, and the Developer shall deposit any aditiional funds needed to cover City costs. 11. Should eithr party hereto institute any action or pro- ceeding of any nature whatsoever in a court of law, equity, or otherwise to enforce any provision of this Agreement, or for a declaration of such party's rights or obligations hereunder, or for any other remedy, the prevailing party shall be entitled to receive from the losing party its costs, including such amount as the Court or arbitration panel may adjudge to be reasonable attorney's fees for the services rendered the party finally prevailing in any such action or proceeding. Unless judgment goes by default, the attorney fee -2- award shall not be computed in accordance with any court schedule, but shall be such as to fully reimburse the prevailing party for all its /their attorney's fees actually incurred in good faith. 12. This agreement is made, entered into, executed and is to be performed in Moorpark, Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforce- ment and /or otherwise of the terms, covenants and conditions referred to herein shall be filed in the applicable court in Ventura County, California. 13. The Moorpark Director of Community Development shall be the City's agent with respect to review, coordination and approval of the services to be performed pursuant to this agreement. 14. Developer agrees to indemnify, save, keep and hold harmless City and all of its officers and employees from all claims, actions, suits, damages, costs, or expenses in law or equity, including costs of suit and expenses for legal services, that may at any time arise or be set up because of damage to property or injury or death to persons received or suffered by reason of, or arising out of, any act on the part of Developer in regard to any function or activity carried out by City on behalf of Developer pursuant to the terms of this agreement. 15. Any notice to be given hereunder by either party to the other shall be effected either by personal delivery in writing or by certified mail, postage prepaid, return receipt requested. Mailed notices shall be addressed to City in care of City Manager, 799 Moor- park Avenue, Moorpark, California 93021, and to Developer, MacLeod Construction Company, P. O. Box 3477, Ventura, California 93006; but each party may change the address by written notice in accordance with this section. Notices delivered personally will be deemed served as of actual receipt; mailed notices will be deemed served as of the second (2nd) day after mailing. -3- 16. This Agreement sets forth the entire understanding and agreement of the parties, and may be modified only by an agreement in writing executed by the parties hereto. 17. The covenants and agreements herein contained are binding on the parties hereto, their legal representatives, heirs, successors and assigns. IN WITNESS WHEREOF, the parties heretohave executed this Agreement on this day of 1 1985. ATTEST: (SEAL) City Cler CITY OF MOORPARK, California a municipal corporation Igo Mayor C I T Y MacLEOD CONSTRUCTION COMPANY, a Corporation By President And By Secretary D E V E L O P E R (SEAL) -4- CERTIFICATE OF ACKNOWLEDGEMENT (Corporation) STATE OF CALIFORNIA ) COUNTY OF VENTURA ) SS. On this day of 19 before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the of title (name of corporation) and whose name is subscribed to the within strument, and acknowledged to me that the corporation executed it. WITNESS MY HAND AND OFFICIAL SEAL. Notary Public in and for said County and State (SEAL) CERTIFICATE OF ACKNOWLEDGEMENT (Corporation) STATE OF CALIFORNIA ) COUNTY OF VENTURA ) SS. On this day of 19 before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the of title) name of corporation) and whose name is subscribed to the within strument, and acknowledged to me that the corporation executed it. WITNESS MY HAND AND OFFICIAL SEAL. (SEAL) U Notary Public in and for said County and State ITEM RESOLUTION NO. 85- A RESOLUTION OF THE CITY OF MOORPARK, CALIFORNIA, CONCERNING THE ISSUANCE OF REVENUE BONDS TO FINANCE A MULTI - FAMILY RENTAL HOUSING DEVELOPMENT FOR MacLEOD CONSTRUCTION CO. WHEREAS, the City Council (the "City Council ") of the City of Moorpark (the "City "), after careful study and consideration, has determined that there is a shortage of safe and sanitary housing within the City, particularly for low or moderate income persons, and that it is in the best interest of the residents of the City and in furtherance of the health, safety and welfare of the public for the City to assist in the financing of multi - family rental housing units; and WHEREAS, pursuant to Division 31 of the Health and Safety Code of the State of California, and particularly Chapter 7 of Part 5 thereof (the "Act "), the City is empowered to issue and sell bonds for the purpose of making mortgage loans or otherwise providing funds to finance the development of multi- family rental housing including units for lower income households and very low income households; and WHEREAS, the City Council has now determined to provide financing for a multi - family rental housing development (the "Develop- ment"), to be located in the City, and in order to finance the Develop- ment, the City intends to issue revenue bonds pursuant to the Act; NOW, THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF MOORPARK, AS FOLLOWS: SECTION 1. The City Council hereby determines that it is necessary and desirable to provide financing for the Development by the issuance, pursuant to the Act, of revenue bonds (the "Bonds ") in an aggregate principal amount not to exceed $35,000,000. The Develop- ment is to be located adjacent to and south of Poindexter Avenue, approximately 100 feet east of Sierra Avenue in the City of Moorpark, is to consist of approximately 370 units, and is to be developed and owned by MacLeod Construction Co. (the "Developer "), or by a related entity or an entity to be created by persons comprising said Developer. The Development shall meet the requirements of the Act and any federal requirements for tax exemption of interest on the Bonds, including. without limitation, requirements with respect to availability of units in the Development for occupancy by persons of low or moderate income. The City and the Developer shall enter into a preliminary agreement, setting forth additional conditions to such financing, in substantially the form before this meeting, with such additions or deletions as are considered necessary or appropriate by officers of the City and the Developer, and the Mayor is hereby authorized to execute said prelimin- ary agreement for and in the name and on behalf of the City. Subject to final approval by the City Council, the Mayor, the City Manager, the City Clerk and other appropriate officers of the City are hereby -1- authorized and directed, for and in the name and on behalf of the City, to take all necessary actions to finance the Development, including the actions necessary for the issuance of the Bonds. SECTION 2. The City hereby appoints Stone & Youngberg as underwriters for the Bonds. SECTION 3. It is intended that this resolution shall con- stitute "some other official action" toward the issuance of the Bonds to finance the Development within the meaning of Section 1.103- 8(a)(5) of the Internal Revenue Code of 1954, as amended. SECTION 4. The Mayor, the City Manager, the City Clerk and other appropriate officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to take all actions and to sign all documents necessary or desirable to effectuate the purposes of this resolution. SECTION 5. This resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED this 16th day of January, 1985. ATTEST: City Clerk (SEAL) Mayor of the City of Moorpark, California ERATA SHEET FOR ITEM 10.0 T r°nUUANU WTM Add new Paraqraph 16, to read as follows: 1 -16 -85 16. The rights and obligations of Developer under this Agreement may be assigned by Developer to (13ELDING DEVELOPERS, INC. Except as provided in this paragraph, Developer shall not assign the agreement. Renumber Paragraphs 16 and 17 to 17 and 18, respectively. RESOLUTION Add new SECTION 2, to read as follows: SECTION 2. The rights and obligations of__Dev- e-le_p_er under this Resolution may be assigned by Developer to BELDING DEVELOPERS, INC. ERATA SHEET FOR ITEM 10.0 j 1 -1 -85 i AGREEMENT Add new Paragraph 16, to read as follows. aft 16. The rights and obligations of Developer fader this Agreement may be assigned by Developer to INC.' Except as provided in this paragraph, Developer shall riot assign the agreement. Renumber Paragraphs 16 and 17 to 17 and 18, respective v. RESOLUTION Add new SECTION 2, to read as follows: ' 17 SECTION 2. The rights and obligations of DevelqP(4r under this Resolution may be assigned by Developer to BLtDI..N(3 - BL�iV�Lurr,ns; C. Renumber Sections 2, 3, 4 and 5 to 3, 4, 5 and 6, respectively ot, / 00 .