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HomeMy WebLinkAboutPCDC Resolution 96-04 03/18/1996PETALUMA C0112&ZUNITY DEVELOPMENT COMMISSION RESOLUTION NO. 96-04 AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMII.Y HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $4,750,000 FOR THE PURPOSE OF MAKING A LOAN TO PROVIDE FINANCING FOR AN ASSISTED- LIVING, MULTIFAMII.Y RENTAL HOUSING PROJECT KNOWN AS OAKMONT AT PETALUMA, DET~'sRNIIIVING .AND PRESCRIBING CERTAIN MATTERS RELATING TT~RETO, AND APPROVING AND AUTHORIZING RELATED ACTIONS AND THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS. V~-rI~REAS, Chapter 8 of Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Housing Law") authorizes redevelopment agencies to issue bonds for the purpose of financing the construction or development or rehabilitation of multifamily rental housing and for the provision of capital improvements in connection with and determined necessary to such multifamily housing; OVHFI.RRAS, the proceeds of the bonds issued by a redevelopment agency may be loaned to a nongovernmental owner of multifamily housing (the "Borrower") to allow such owner, who shall be responsible for the payment of such bonds, to reduce the cost of operating such housing and to assist in providing housing for low and very low income persons; WHEREAS, the Petaluma Community Development Commission (the "Commission") desires to participate in the financing of the development of a 76-unit assisted-living, multifamily rental housing development known as Oakmont at Petaluma (the "Project"), and in order to do so intends to sell and issue not to exceed $4,750,000 of multifamily housing revenue bonds; PJI~REAS, there has been prepared and presented to the Commission for consideration at this meeting the documentation required for the issuance of bonds for such financing; V~THEREAS, each of the documents which are now before this meeting are in substantial form and an appropriate instrument to be executed and delivered for the purposes intended; and WHEREAS, Dain Bosworth, Inc. (the "Underwriter") has expressed its intention to purchase the bonds authorized hereby, and the Commission, in the public interest and necessity, has agreed to contract with the Underwriter for the sale of such bonds; Reso. 96-04 Page 1 of 5 NOW, THERF.FOj~, BE IT RESOLVED BY THE PETALUMA COMMUNITY DEVELOPMENT COMMISSION, AS FOLLOWS: 1. Pursuant to the Housing Law and the Indenture (hereinafter defined), a series of revenue bonds of the Commission, to be designated as the "Petaluma Community Development Commission Variable Rate Demand Multifamily Housing Revenue Bonds (Oakmont at Petaluma Project), 1996 Series A" (the "Bonds"), in an aggregate principal amount not to exceed $4,750,000, is hereby authorized to be issued. The Bonds shall be in the form set forth in and otherwise in accordance with the Indenture (hereinafter defined), and shall be executed by the manual or facsimile signature of the Chair of the Commission, and the manual or facsimile seal of the Commission shall be impressed or reproduced thereon and attested by the manual or facsimile signature of the Recording Secretary of the Commission. 2. The proposed form of Indenture (the "Indenture"), by and between the Commission. and First Trust of California, National Association, as trustee (the "Trustee"), in substantially the form presented to this meeting, is hereby approved. The Chair of the Commission or the Executive Director of the Commission is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute by manual or facsimile signature, attested by the Recording Secretary of the Commission or any deputy thereof under the seal of the Commission, and such officers are hereby authorized and directed, for and in the name and on behalf of the Commission, to deliver, the Indenture in substantially said form, with such additions thereto or changes therein as such officer may approve or recommend upon consultation with counsel to the Commission (provided that such additions or changes shall not authorize an aggregate principal amount of Bonds in excess of the amount stated above or result in an initial interest rate on the Bonds in excess of 12 % per annum), the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Indenture. The date, maturity dates, mode of interest, interest 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 fmally executed. 3. The proposed form of Loan Agreement (the "Loan Agreement"), by and among the Commission, the Trustee and Oakmont Retirement Investors, LLC, a California limited liability company, as owner of the Project (the "Owner"), in substantially the form presented to this meeting, is hereby approved. The Chair of the Commission or the Executive Director of the Commission is hereby authorized and directed, for and in the name .and on behalf of the Commission, to execute by manual or facsimile signature, attested by the Recording Secretary of the Commission or any deputy thereof under the seal of the Commission, and such officers are hereby authorized and directed, for and in the name and on behalf of the Commission, to deliver the Loan Agreement, with such additions or changes in said document as such officers may recommend or approve upon consultation with counsel to the Commission, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Loan Agreement. Reso. 96-04 Page 2 of 5 4. The proposed form of Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement"), by and among the Commission, the Trustee and the Owner, in substantially the form presented to this meeting, is hereby approved. The Chair of the Commission or Executive Director of the Commission is hereby . authorized and directed, for and in the name and on behalf of the Commission, to execute by manual or facsimile signature, attested by the Recording Secretary of the Commission or any deputy thereof under the seal of the Commission, and such officers are hereby authorized and directed, for and in the name and on behalf of the Commission, to deliver the Regulatory Agreement with such additions or changes in said document as such officer may recommend or approve upon consultation with counsel to the Commission, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Regulatory Agreement. 5. The proposed form of bond purchase contract (the "Purchase Contract"), by and among the Commission, the Owner and the Underwriter, in substantially the form presented to this meeting, is hereby approved. The Chair of the Commission or the Executive Director of the Commission is hereby authorized and directed, for and in the name and on behalf of the Commission, to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 2 hereof) and to execute and deliver said Purchase Contract in substantially said form, with such additions thereto or changes therein as such officer may approve or recommend upon consultation with counsel to the Commission (provided that such additions or changes shall not be inconsistent with Section 2 hereof), the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Purchase Contract. 6. The proposed form of preliminary official statement relating to the Bonds (the "Preliminary Official Statement"), in substantially the form presented to this meeting, to be used in connection with the offer and sale of the Bonds, is hereby approved, and the Board hereby ratifies and approves distribution of the Preliminary Official Statement to prospective purchasers of the Bonds. The Chair of the Commission or the Executive Director of the Commission is hereby authorized and directed, for and in the name and on behalf of the Commission and the Commission, to execute and deliver, at the time of sale of the Bonds, said form of Preliminary Official Statement as the final Official Statement (the "Official Statement"), with such additions thereto or changes therein as such officer may recommend or approve upon consultation with counsel to the Commission, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Official Statement. Such changes may include, without limitation, as to the principal amount, maturity schedule, interest rates and redemption features of the Bonds as effectuate the purposes of this resolution, provided, however, that no change may be made which results in an aggregate principal amount of Bonds or an interest rate thereon in excess of the limits prescribed in Sections 1 and 2 hereof. 7. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Tnistee is hereby requested and directed to authenticate the Bonds by executing the Tnistee's certificate of authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written Reso. 96-04 Page 3 of 5 instructions executed on behalf of the Commission by the Chair of the Commission or the Executive Director of the Commission, which said officer is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price thereof. 8. If the Chair of the Commission or the Executive Director of the Commission is unavailable to execute the documents hereinabove mentioned, the Vice Chair of the Commission or the Finance Officer of the Commission shall be entitled to sign in the place of the Chair of the Commission or the Executive Director of the Commission, respectively. 9. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this resolution, whether before or after the issuance of the Bonds, including without limitation any of the foregoing which may be necessary or desirable in connection with any default under or amendment of such documents, any transfer or other disposition of the Project, any addition or substitution of security for the Bonds or any redemption of the Bonds, may be given or taken by the Executive Director without further authorization by the Commission, and the Executive Director is hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this resolution and the financing of the Project. 10. All actions heretofore taken by the officers and agents of the Commission with respect to the financing of the Project and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Commission are hereby authorized and directed, for and in the name and on behalf of the Commission, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents, including but not limited to those described in the Indenture, the Purchase Contract and the other documents herein approved, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and to effectuate the purposes thereof and of the documents herein approved in accordance with this resolution and resolutions heretofore adopted by the Commission and otherwise in order to carry out the financing of the Project. Reso. 96-04 Page 4 of 5 11. This resolution shall take effect immediately upon its adoption. ADOPTED this 18th day of March, 1996 by the following vote: Commissioner ~Iamilton Maguire Read Shea Stompe Vice Chair Barlas Chair Hilligoss ATTEST: A,~e ~ No Absent X X X X X X X ' d~ M. Patricia IIilligoss, Chair .~° .~F ~ s ~~~ ~.E. Bernard, Recording Secretary SF2-36208.1 Reso. 96-04 Page 5 of 5