HomeMy WebLinkAboutResolution - - JPFA-40 - 3/23/2017FRESNO JOINT POWERS FINANCING AUTHORITY
RESOLUTION NO. JPFA -40
A RESOLUTION OF THE FRESNO JOINT POWERS
FINANCE AUTHORITY CONSENTING TO THE
REDEMPTION OF FBB INVESTMENT FUND, LLC'S
INTEREST IN CLEARINGHOUSE NMTC (SUB 18), LLC.
AND ACCEPTING THE ASSIGNMENT OF FBB
INVESTMENT FUND'S ASSETS AS REPAYMENT OF
JOINT POWERS FINANCE AUTHORITY LOAN TO FBB
INVESTMENT FUND
WHEREAS, The FBB Investment Fund, LLC., (the Investment Fund) is a
company created to raise funds through loans and equity contributions to enable the
Investment Fund to participate in a New Market Tax Credit transaction; and
WHEREAS, the Investment Fund borrowed from the Fresno Joint Powers
Financing Authority Fund a loan in the approximate amount of $12,690,500 (the JPFA
Loan); and
WHEREAS, the Investment Fund used the proceeds from the JPFA Loan and
investor equity to make an equity contribution in the Clearinghouse NMTC (Sub 18),
LLC., a community development entity created to facilitate the investment in low-income
communities through the use of New Market Tax Credits (the CDE); and
WHEREAS, the CDE utilized the Investment Fund investment in the CDE to
make a loan to the City of Fresno Cultural Arts Properties Corporation, a California
nonprofit public benefit corporation (the COFCAP) in the approximate amount
$16,660,000 (the "CDE Loan"), and
WHEREAS, the CDE Loan is evidenced by two promissory notes executed by
COFCAP in favor of the CDE, which are secured by a deed of trust recorded against
Page 1 of 3
Date Adopted: 03/23/2017
Date Approved: 03/23/2017
Effective Date: 03/23/2017
Resolution No. JPFA - 40
i OF Fpr
� 5
a
rfp QCY•
COFCAP's Property, commonly referred to as the Fresno Bee Building; and
WHEREAS, the New Market Tax Credit compliance period will expire on March 30,
2017, and the parties now wish to unwind the transaction; and
WHEREAS, as part of the unwind process, the CDE intends to redeem the
Investment Fund's interest in the CDE by assigning to the Investment Fund the
COFCAP promissory notes and the COFCAP deed of trust; and
WHEREAS, the Fresno Joint Powers Financing Authority intends to consent to
the termination of any interest that the Investment Fund may have in the CDE; and
WHEREAS, the City, as sole member and manager of the Investment Fund, will
repay the JPFA Loan by assigning the COFCAP promissory notes and COFCAP deed
of trust to the JPFA and terminate the Investment Fund; and
NOW, THEREFORE, BE IT RESOLVED by the Fresno Joint Powers Financing
Authority Fund consents to the redemption of the Investment Fund's interest in the CDE:
1. The Fresno Joint Powers Financing Authority authorizes the acceptance
of the assignment of the COFCAP promissory notes and the COFCAP deed of trust as
repayment of the JPFA Loan to the Investment Fund; and
2. The Fresno Joint Powers Financing Authority authorizes the Executive
Director of the Financing Authority to execute the Consent to the Investment Fund's
interest in the CDE and any and all documents and assignments necessary for the
consummation any and all other activities contemplated in this Resolution,
Page 2 of 3
STATE OF CALIFORNIA )
COUNTY OF FRESNO ) ss.
CITY OF FRESNO )
I, YVONNE SPENCE, Secretary of the Fresno Joint Powers Financing Authority
(the JPFA), certify that the foregoing resolution was adopted by the Council of the City
of Fresno, at a regular meeting held on the 23rd day of March,2017.
AYES
Brand, Olivier, Baines
NOES
None
ABSENT
None
ABSTAIN
None
YVONNE SPENCE, CMC
City Clerk
By'
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
I
By:Atvw-e-� q ! 7
Laurie A disian-Favini, Assistant [Date)
Page 2of3