HomeMy WebLinkAboutResolution No. 98-C167RESOLUTION NO. 98—C167
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF AZUSA AUTHORIZING A
PROJECT TRANSFE2 RELATING TO THE
CITY'S MULTIFAMILY HOUSING REVENUE
REFUNDING BONDS (PACIFIC GLEN
APARTMENTS PROJECT), SERIES 1994
WHEREAS, the City of Azusa (the "Issuer") has previously issued its
$19,515,000 aggregate principal amount of Multifamily Housing Revenue Refunding
Bonds (Pacific Glen Apartments Project), Series 1994 (the `Bonds") to provide for the
refinancing of a multifamily housing project (the "Project") located in the City of Azusa
and owned by Pacific Glen Apartments, Inc. (the "Owner").
WHEREAS, in connection with such financing, the City and First Interstate
Bank of California (the "Original Trustee"), entered into that certain Indenture of Trust
dated as of September 1, 1994 (the "Indenture") and BNY Western Trust Company
(the "Trustee") has succeeded to the interests of the Original Trustee thereunder; and
WHEREAS, the Bonds are secured in part by a Surety Bond and a Liquidity
Surety Bond (collectively, the "Existing Credit Enhancement") issued by Continental
Casualty Company, an Illinois insurance company (the "Surety").
WHEREAS, the Issuer is informed the ownership of the Project is to be
transferred from the Owner to Coastal Pacific Glen, LLC, a Delaware limited liability
company (the "Buyer") and concurrently therewith, the Buyer will assume all
obligations of the Owner related to the Bonds, including obligations pursuant to that
certain loan agreement dated as of September 1, 1994 between the Issuer and the
Owner (the "Loan Agreement") and that certain Regulatory Agreement and
Declaration of Restrictive Covenants dated as of September 1, 1994 among the Issuer,
the Owner and the Trustee (the "Regulatory Agreement); and
WHEREAS, in connection with the Project the Existing Credit Enhancement
for the Bonds is to be replaced in accordance with the Indenture by a collateral
agreement or other credit support which will cause the Bonds to be rated AA or better
(the "New Credit Enhancement") from Federal National Mortgage Association
("Fannie Mae"); and
WHEREAS, capitalized terms not otherwise defined herein shall have the
meaning set forth in the Indenture;
NOW, THEREFORE, BE IT RESOLVED that this City Council does hereby
FIND, DETERMINE, RESOLVE AND ORDER, as follows:
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SECTION 1. Subject to all conditions precedent to the effectiveness of the
project transfer set forth in the Regulatory Agreement and the Loan Agreement,
including the consent of the Trustee, the required opinion of Bond Counsel, evidence
the Buyer has assumed all Owner's obligations, and the required opinion of Buyer's
counsel, the Issuer hereby consents to the transfer of the Project to the Buyer by the
Owner and to the Buyer's assumption of the Owner's obligations under the Regulatory
Agreement, Developer Note, the Administration Agreement, the Loan Agreement, the
First Deed of Trust, the Intercreditor Agreement and any related financing documents
(the "Financing Documents") pursuant to that certain Assignment and Assumption
Agreement between Buyer and Owner a form of which is on file with the City Clerk.
The Mayor is authorized and directed to evidence the Issuer's consent thereto, subject
to such changes to the Assignment and Assumption Agreement as shall be approved by
him based upon the advice of Bond Counsel, the Mayor's execution thereof to be
conclusive evidence of such approval. Orrick Herrington & Sutcliffe LLP is hereby
approved to act as bond counsel in connection with this matter, provided Issuer shall be
put to no expense thereby and Buyer will be responsible for all fees and expenses
thereof.
SECTION 2. The officers of the Issuer are hereby authorized and directed to
execute, acknowledge, deliver and accept, as appropriate, any such further instruments,
certificates or agreements as may be necessary or appropriate to consummate the
transaction contemplated by the project transfer and the substitution of the New Credit
Enhancement for the Existing Credit Enhancement, including any amendments or
changes to the Financing Documents requested by the Buyer or Fannie Mae which will
not adversely affect, or are reasonably necessary to maintain, (i) the new rating to be
assigned the Bonds by the rating agency or (ii) the tax exempt status of the bonds and
which will in no event, impose additional pecuniary expense on the Issuer or adversely
affect any of the low income targeting provisions of the Regulatory Agreement or the
Loan Agreement. Any amendments to Financing Documents may be executed by the
Mayor and attested by the City Clerk, the Mayor's execution thereof to be conclusive
evidence of the Issuer's approval thereof pursuant hereto. In the absence of the Mayor
or City Clerk, any authorized official or councilmember is hereby authorized and
directed to sign, execute or attest any document as provided herein in lieu thereof.
SECTION 3. Any amendments to the Indenture, the Loan Agreement, the
Regulatory Agreement or any other Financing Document shall be subject to receipt by
the Trustee and the City of any opinions of Bond Counsel or others necessary or
advisable pursuant to the Financing Documents to assure the maintenance or
improvement of any existing ratings on the Bonds, the preservation of the tax status of
interest on the Bonds, and the compliance of any such amendments with any conditions
to the effectiveness thereof under the Indenture or any other Financing Document.
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SECTION 4. This resolution shall take effect upo adoption.
PASSED, APPROVED AND ADOPTED this,5th day�ot,,: z ober 1998.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted
by the City Council of the City of Azusa, at a regular meeting
thereof held on the 5th day of October 1998, by the following vote
of the Council:
AYES: COUNCILMEMBERS: HARDISON, STANFORD, ROCHA, BEEBE, MADRID
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
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