HomeMy WebLinkAboutResolution - - 1997-047 - 4/1/1997 RESOLUTION NO. 97-47
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FRESNO,
CALIFORNIA,AUTHORIZING THE ISSUANCE,SALE AND DELIVERY OF
MULTIFAMILY HOUSING REVENUE REFUNDING BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $8,000,000 FOR
THE PURPOSE OF MAKING A LOAN TO PROVIDE REFINANCING FOR
A MULTIFAMILY RENTAL HOUSING PROJECT KNOWN AS
WOODLANDS APARTMENTS, DETERMINING AND PRESCRIBING
CERTAIN MATTERS RELATING THERETO, AND APPROVING AND
AUTHORIZING RELATED ACTIONS AND THE EXECUTION AND
DELIVERY OF RELATED DOCUMENTS.
WHEREAS, the City of Fresno (the "City") has heretofore issued $7,950,000
of its Multifamily Housing Revenue Bonds, Series 1984A (Columbia Banking Federal
Savings and Loan Association Collateralized Letter of Credit) (the "Prior Bonds"), pursuant
to the City's Multifamily Housing Revenue Bond Law, comprising Article 5 of Chapter 18 of
the Municipal Code of the City, and that certain Indenture, dated as of October 1, 1984,
between the City and First Interstate Bank of California, as trustee;
WHEREAS, the City made a loan (the "Prior Loan") of the proceeds of the
Prior Bonds to Fresno Woodlands, Ltd., a California limited partnership, to provide
financing for an 246-unit multifamily rental housing development known as Woodlands
Apartments (the "Project");
WHEREAS, the Project has been purchased by Fresno Woodlands Apartments
LP, a Colorado limited partnership (the "Owner"); ^
WHEREAS, certain defaults have occurred in connection with the Prior Loan;
WHEREAS, the Owner has requested that the City issue refunding bonds in
order to redeem the outstanding Prior Bonds and provide for the refinancing of the Project;
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WHEREAS, the City desires to assist the Owner and preserve the availability
of the units in the Project for low and moderate income persons or families, and in order to
do so intends to sell and issue not to exceed $8,000,000 of multifamily housing revenue
refunding bonds;
WHEREAS, pursuant to Articles 10 and 11 of Chapter 3 of Division 2 of
Title 5 (commencing at Section 53570) of the California Government Code (the "Refunding
Law"), the City may, at its option, issue bonds for the purpose of refunding any of its
revenue bonds;
WHEREAS, there has been prepared and presented to the City Council of the
City for consideration at this meeting the documentation required for the issuance of the
bonds, and such documentation is in substantial form and an appropriate instrument to be
executed and delivered for the purposes intended;
WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986
(as made applicable by the Tax Reform Act of 1986), prior to their issuance the Bonds are
required to be approved by the City Council as the "applicable elected representative" of the
governmental unit issuing the Bonds and having jurisdiction over the entire area in which the
Project is located, after a public hearing held following reasonable public notice; and
WHEREAS, the City has caused to be published, at least 14 days prior to the
date hereof, in a newspaper of general circulation within the City, a notice that a public
hearing regarding the Bonds would be held on the date hereof, and this City Council has
conducted such public hearing on this date, at which time an opportunity was provided to
interested parties to present arguments both for and against the issuance of the Bonds; and
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WHEREAS, all acts, conditions and things required by the laws and Charter
of the City, the Refunding Law and the Constitution and laws of the State of California to
exist, to have happened and to have been performed precedent to and in connection with the
consummation of the financing authorized hereby do exist, have happened and have been
performed in regular and due time, form and manner as required by law, and the City is now
duly authorized and empowered, pursuant to each and every requirement of law, to authorize
such refinancing and to authorize the execution of the documents related thereto, for the
purposes, in the manner and upon the terms provided in this resolution;
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of
Fresno, as follows:
Section 1. Pursuant to the Refunding Law and the Indenture (hereinafter
defined), one or more series of revenue refunding bonds of the City, to be designated as the
"City of Fresno Multifamily Housing Revenue Refunding Bonds (GNMA Collateralized
Woodlands Apartments Project)," and bearing such series designations as determined in the
Indenture, in an aggregate principal amount not to exceed $8,000,000 (the "Bonds"), are
hereby authorized to be issued. The Bonds shall be in the form set forth in and otherwise in
accordance with the Indenture, and shall be executed by the manual or facsimile signature of
the Mayor or the Chief Administrative Officer of the City, and the manual or facsimile seal
of the City shall be impressed or reproduced thereon and attested by the manual or facsimile
signature of the City Clerk.
Section 2. The proposed form of Trust Indenture (the "Indenture") between
the City and Chase Trust Company of California, as trustee (the "Trustee"), on file with the
City Clerk, is hereby approved. The Chief Administrative Officer and the City Clerk are
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hereby authorized and directed, for and in the name and on behalf of the City, to execute,
seal and deliver the Indenture in substantially said form, with such changes therein as the
Chief Administrative Officer and special counsel to the City may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof. The date,
maturity date or dates (which shall not extend beyond the year 2035), interest rates (not to
exceed 8%), 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 3. The proposed form of Bond Purchase Agreement (the "Purchase
Contract") among the City, the Owner and Coughlin & Co., Inc. (the "Underwriter"), on file
with the City Clerk, is hereby approved. The Chief Administrative Officer is hereby
authorized and directed, for and in the name and on behalf of the City, to execute and
deliver the Purchase Contract in substantially said form, with such changes therein as such
officer and special counsel to the City may require or approve (provided that the terms of the
Bonds shall be subject to the limitations set forth in Sections 1 and 2 hereof, and the
underwriters' discount shall not exceed .5% of the aggregate principal amount of the Bonds
and the original issue premium shall not exceed $325,000), such approval to be conclusively
evidenced by the execution and delivery thereof.
Section 4. The proposed form of Financing Agreement (the "Financing
Agreement") by and among the City, the Trustee, the Owner and Continental Wingate
Associates Inc., as lender, on file with the City Clerk, is hereby approved. The Chief
Administrative Officer is hereby authorized and directed, for and in the name and on behalf
of the City, to execute and deliver the Financing Agreement in substantially said form, with
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such changes therein as such officer and special counsel to the City may require or approve,
such approval to be conclusively evidenced by the execution and delivery thereof..
Section 5. The proposed form of Amended and Restated Regulatory
Agreement (the "Regulatory Agreement") by and among the City, the Trustee and the
Owner, on file with the City Clerk, is hereby approved. The Chief Administrative Officer is
hereby authorized and directed, for and in the name and on behalf of the City, to execute and
deliver the Regulatory Agreement in substantially said form, with such changes therein as
such officer and special counsel to the City may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 6. The proposed form of Administration Agreement (the
"Administration Agreement") by and among the City, the Owner and Urban Futures, Inc., as
Program Administrator, on file with the City Clerk, is hereby approved. The Chief
Administrative Officer is hereby authorized and directed, for and in the name and on behalf
of the City, to execute and deliver the Administration Agreement in substantially said form,
with such changes therein as such officer and special counsel to the City may require or
approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 7. The proposed form of preliminary official statement relating to the
Bonds, on file with the City Clerk, is hereby approved, and the City Council hereby
approves the distribution of said preliminary official statement to prospective purchasers of
the Bonds. The Chief Administrative Officer is authorized to certify on behalf of the City
that the preliminary official statement is deemed final as of its date, within the meaning of
Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the
omission of certain final pricing, rating and related information as permitted by said Rule),
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and is hereby authorized and directed, for and in the name and on behalf of the City, to
execute and deliver, at the time of sale of the Bonds, the preliminary official statement as the
final Official Statement, with such changes therein as such officer and special counsel to the
City may require or approve, such approval to be conclusively evidenced by the execution
and delivery thereof.
Section 8. 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 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 City by the Chief Administrative Officer, which said
officer is hereby authorized and directed, for and in the name and on behalf of the City, 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.
Section 9. All actions heretofore taken by the officers and agents of the City
with respect to the refinancing of the Project and the sale and issuance of the Bonds are
hereby approved, confirmed and ratified, and the proper officers of the City are hereby
authorized and directed, for and in the name and on behalf of the City, 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
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approved in accordance with this resolution and resolutions heretofore adopted by the City
and otherwise in order to carry out the refinancing of the Project.
Section 10. 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
Mayor or the Chief Administrative Officer without further authorization by this City Council,
and the Mayor or the Chief Administrative Officer 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
refinancing of the Project.
Section 11. All resolutions or parts thereof in conflict herewith are, to the
extent to such conflict, hereby repealed.
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Section 12. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this lst day of April, 1997 by the following vote:
AYES: Bredefeld, Briggs, Mathys, Perea, Ronquillo, Steitz, Quintero
NOES: None
ABSENT: None
ABSTAIN: None
Mayor
[Seal]
ATTEST:
By C/
City Clerk
APPROVED:
B
Lofton, De Lancie & lion
City Attorney
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CLERK'S CERTIFICATE
I, Rebecca E. Klisch, Clerk of the City of Fresno, hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the Council of the City of Fresno duly and regularly held at the regular
meeting place thereof on the 1st day of April, 1997, of which meeting all of the members of
said Council had due notice and at which a majority thereof were present; and at said
meeting said resolution was adopted by the following vote:
AYES: Bredefeld, Briggs, Mathys, Perea, Ronquillo, Steitz, Quintero
NOES: None
ABSTENTIONS: None
An agenda of said meeting was posted at least 72 hours before said meeting at
City Hall, 2600 Fresno Street, Fresno, California, a location freely accessible to members of
the public, and a brief general description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting
on file and of record in my office; the foregoing resolution is a full, true and correct copy of
the original resolution adopted at said meeting and entered in said minutes; and said
resolution has not been amended, modified or rescinded since the date of its adoption, and
the same is now in full force and effect.
WITNESS my hand and the seal of the City of Fresno this 1st day of April,
1997.
Z 2c:O
Clerk of the City of Fresno
State of California
[Seal]
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AFFIDAVIT OF POSTING OF AGENDA
STATE OF CALIFORNIA )
) ss:
COUNTY OF FRESNO )
J ocelyne Gueret hereby declares that [s]he is a citizen of the United
States of America, over the age of 18 years; that acting for the Council of the City of Fresno
[s]he posted on October _, 1996 at City Hall, 2600 Fresno Street, Fresno, California, a
location freely accessible to members of the public, an agenda for the regular meeting of the
Council of the City of Fresno to be held on April 1st 1997, a copy of which is attached
hereto.
Dated: March 28th , 1997.
I declare under penalty of perjury that the
foregoing is true and correct.
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Ckk-J-Wj
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April 2, 1997 Council Adoption:
TO: MAYOR JIM PATTERSON Mayor Approval:
j Mayor Veto:
FROM: REBECCA E. KLISCH, City Clerk
Override Request:
SUBJECT: TRANSMITTAL OF COUNCIL ACTION By.
FOR APPROVAL OR VETO Deputy
At the Council meeting of 4/01/97 , Council adopted the attached Resolution No. 97-47,
Authorizing issuance, sale and delivery of Multi-Family Housing Rev. Bonds in an amount not
to exceed $8 million to refinance outstanding bonds re: Woodlands Proi., by the following vote:
Ayes: Bredefeld, Briggs, Mathys, Perea, Ronquillo, Steitz, Quintero
Noes: None
Absent: None
Abstain: None
Please indicate either your formal approval or veto by completing the following sections and
executing and dating your action. Please file the completed memo with the Clerk's office on or
before Monday, April 14, 1997 . Failure to file this memo with the Clerk's office within the
required time limit shall constitute approval of the ordinance, resolution or action, and it shall
take effect without the Mayor's signed approval.
Thank you.
APPROVED: `T
hh
VETOED for the following reasons: (Written objections are required by Charter; attach additional
sheets if necessary.)
Date:
or
ZUNCIL OVERRIDE ACTION: Date:
Ayes
Noes
Absent
Abstain
C: Jeff Reid, City Manager Randy Carlton, DAS
Hilda C. Montoy, City Attorney