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HomeMy WebLinkAboutR04-Redevelopment Agency - - - ~ . R~VELOPMENT AGENCY.~ST FOR ~ISSION/COUNCIL AalON .' From: Ct: Glenda Saul, Executive Director Subject: TEFRA PUBLIC HEARING - APPROVING BOND DOCUMENTS, DEL ROSA GARDENS PROJECT Redevelopment Agency Da~: November 22, 1985 Synopsis of Previous Commission/Council action: Ordinance 3815 Providing for the issuance of Industrial Development Bonds 6/17/85 Adopted Resolution 85-213 - inducement resolution 11/18/85 Adopted Resolution 85-473 setting the TEFRA public hearing Recommended motion: (Kayor and Common Council) c RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, MAKING CERTAIN FINDINGS IN ACCORDANCE WITH SECTION 103(k) OF THE INTERNAL REVENUE CODE OF 1954, AS AMENDED, APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE AUTHORIZATION, SALE AND ISSUANCE OF APPROXIMATELY $1l,400,OOO PRINCIPAL AMOUNT OF MULTIFAMILY MORTGAGE REVENUE BONDS (MERCURY SAVINGS AND LOAN ASSOCIATIONIDEL ROSA APARTMENTS PROJECT) ~dtJ Signature Con~ct person: Glenda Saul Phone: 383-5081 7 Supporting data attached: YES Ward: FUNDING REQUIREMENTS: Amount: $ NA NA Project: No adverse Impact on City: C'lCil Notes: Date: December 2, 1985 0858K/EB 12/2185 Agenda Item No. jL.-t/ < CI" OF SAN BERNARDCO - REQUUT FOR COUNCIL ACQON c r \....- c 75-0264 STAFF REPORT The resolution before you today is for the TEFRA public hearing. On November 18 the Mayor and Common Council approved Resolution 85-473 setting the public hearing and amending the application; the resolution also approves final bond documents including: 1. Indenture of Trust between the City and the trustee 2. Collateral Pledge Agreement among the City, trustee, Mercury Savings & Loan Association and First Interstate Bank of California 3. Regulatory Agreement and Declaration of Restrictive Covenants by and among the City, trustee and Mercury Savings and Loan 4. Loan Ori~ination and Servicin~ Agreement by and among the City, Mercury Savings & Loan, Elmwood Del Rosa, and the trustee Below is a recap of the application: Principals : Elmwood Del Rosa, a partnership Amount of financing: $11,400,000 Project: Construction of a 200-unit senior citizen multifamily rental and congregate housing development on a 4.5 acre site Location: Del Rosa Avenue on the west, Del Rosa Avenue on the south, Elmwood Road on the east and Highland Avenue on the north. Target date for financing: December 1985 Construction schedule: 1 phase - 12-18 months to complete Increase in jobs: During construction only Reserve & development fee: 1% of 511,400,000 = 5114,000 Rent schedule: 116 Units - 1 bedroom - 5395/mo.l bath 116 units congregate care - will provide recreation, transportation, limited and medical assistance, beauty shop, meals (3) maid and security service 70 private, single occupancy - $990/mo. 46 semiprivate, double occupancy - 5550/mo. -- CIW OF SAN BERNARDQo - REQU~T FOR COUNCIL AC~ON c STAFF REPORT Trustee: Seattle First National Bank Interest Rate: Not yet determined. c c 75.0264 0858K/EB 12/2185 c c c c :) o :) SBE 063-6(2,2l3)/1252S/dm 11/22/85 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, MAKING CERTAIN FINDINGS IN ACCORDANCE WITH SECTION 103(k) OF THE INTERNAL REVENUE CODE OF 1954, AS AMENDED, APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE AUTHORIZATION, SALE AND ISSUANCE OF APPROXIMATELY $11,400,000 PRINCIPAL AMOUNT OF MULTIFAMILY MORTGAGE REVENUE BONDS (MERCURY SAVINGS AND LOAN ASSOCIATION/DEL ROSA APARTMENTS PROJECT) WHEREAS, the City of San Bernardino, California (the "City"), is a "home rule city" duly organized and existing under and pursuant to a Charter adopted under the provisions of the Constitution of the State of California; and WHEREAS, the City is authorized and empowered by Health and Safety Code Section 52075, et seq. (the "Act"), to finance van, U~ types of projects, as defined in the Act. and to issue its special revenue bonds for the purpose of enabling various developers to finance the cost of such projects; and WHEREAS, the Act is intended to provide a source of financing assistance for the development of moderately priced rental units without any liability to the City whatsoever; and WHEREAS, Elmwood Del Rosa, a California limited partnership in the process of formation, or its successors or assigns (the "Developer"), has previously submitted a certain application, as amended (the "Application"), to the Mayor and Common Council of the - 1 - c c c :) o I:) City of San Bernardino, California (the "Mayor and Common Council"), requesting the issuance of multifamily mortgage revenue bonds in the principal amount not to exceed $11,400,000 pursuant to the Act as more fully described in said Application (the "Project"); and WHEREAS, the Project consists of the acquisition of land and the construction thereon, in one or more phases, of a two hundred (207) unit congregate care senior citizen housing development on an approximately four and one-half (4.5) acre parcel bounded on the north by Highland Avenue, on the west by Del Rosa Avenue, on the south by Rosa Avenue and on the east by Elmwood Road as more fully described in the Application and shall consist of approximately two hundred seven (207) senior citizen congregate units, (one hundred eighty-five (185) of said units will be one bedroom rental units and twenty-two (22) of said units will be two bedroom rental units), on-site vehicle parking spaces, laundry and recreational rooms, appurtenant landscaping and other improvements; and WHEREAS, pursuant to a duly adopted resolution of the Mayor and Common Council, said Mayor and Common Council has previously declared its intent to issue multifamily mortgage revenue bonds in an aggregate principal amount not to exceed $11,400,000 for the purpose of financing the Project; and WHEREAS, the City, pursuant to a duly adopted Resolution of C the Mayor and Common Council found and determined that the purposes - 2 - c c c c o :) o and intent of the Act will be furthered by the issuance by the City of its multifamily mortgage revenue bonds as provided therein and further found that in view of certain increases in the total anticipated cost of the Project, and declared its intent to issue multifamily mortgage revenue bonds in an aggregate principal amount not to exceed $11,400,000; and WHEREAS, the Project will be financed through the issuance of the tax-exempt bonds hereinafter referred to by the City pursuant to a program of the City applicable to such financing (the "Program"); and WHEREAS, a 11 acts, condit ions and things requi red by the Act, and by all other laws of the State of California, to exist, to have happened and to have been performed precedent to and in connection with the issuance of the aforesaid multifamily residential mortgage revenue bonds 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 issue such multifamily residential mortgage revenue bonds for the purpose, in the manner and upon the terms herein provided; and WHEREAS, said multifamily mortgage revenue bonds are to be issued hereunder in an aggregate principal amount not to exceed $11,400,000 for the purpose, among others, of providing moneys to make mortgage loans pursuant to the Program and are to be designated - 3 - - - - c o o :> c as the "City of San Bernardino, California, Variable Rate Demand Multifamily Housing Revenue Bonds (Mercury Savings and Loan Association/Del Rosa Apartments Project) 1985 Series A" (the "Bonds"); and WHEREAS, the City, pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), has set a public hearing on the issuance of the Bonds and has authorized the publication of notice thereof which has been duly published in The Sun; and WHEREAS, the City must now approve the findings and determinations to be made in connection with said public hearing. c NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The above recitals, and each of them, are true and correct. Section 2. The City, after having conducted a pUblic hearing, notice of which was duly pUblished in a newspaper of general circulation within the City, as said public hearing is required by Code Section I03(k), hereby finds and determines that the public purpose of increasing the supply of rental housing in the C City will be furthered hereby, and this Resolution is being adopted pursuant to the requirements of Code Section I03(k) and the powers - 4 - c c c - - c o :> o granted by the Act. The City hereby acknowledges and approves that the Bonds may be issued in one or more series or phases of financing for the Project to be undertaken by the Developer, as described in the recitals hereof, provided, however, that the total principal amount of the Bonds which shall be issued for the Project shall not exceed $11,400.000. Section 3. The Executive Director of the Redevelopment Agency of the City of San Bernardino, or such other person as the Mayor and Common Council may from time to time designate, is hereby designated to administer the Program as shall be undertaken by the Developer. Section 4. The form of the Indenture of Trust, dated as of December I, 1985, by and between the City and Seattle-First National Bank (the "Trustee"), securing the Bonds (the "Indenture"), as presented to the City at this meeting is hereby approved; and the Mayor and the City Clerk are hereby authorized and directed. for and in the name of the City, to execute such Indenture. Said Indenture shall be executed in substantially the form hereby approved, with such changes therein as the officers executing the same may approve prior to the issuance and delivery of the Bonds with the approval by the City Attorney and Bond Counsel of any changes, amendments or modifications, and such approval to be conclusively evidenced by the execution and delivery thereof. - 5 - -- - . c 0 0 :) Section 5. The form of the Loan Origination and C Servicing Agreement dated as of December 1, 1985, by and among the c City, Mercury Savings and Loan Association (the "Association"), the Trustee and the Developer (the "Loan and Servicing Agreement"), as presented to the City at this meeting is hereby approved; and the Mayor and the City Clerk are hereby authorized and directed, for and in the name of the City, to execute the Loan and Servicing Agreement with the Developer, the Association and the Trustee. The Loan and Servicing Agreement shall be executed in substantially the form hereby approved, with such changes therein as the officers executing the same may approve with the approval thereof by the City Attorney and Bond Counsel, and such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The proposed form of the Preliminary Official Statement relating to the Bonds as shall be provided prior to the date of issuance and delivery of the Bonds is hereby approved with such changes thereto as may be approved by the Executive Director of the Redevelopment Agency of the City of San Bernardino, the City Attorney and Bond Counsel; and the distribution of such Preliminary Official Statement is hereby authorized, and such Preliminary Official Statement may be converted to a Final Official Statement together with such changes or modifications as deemed desirable by Bond Counsel, the City Attorney and the Executive Director of the Redevelopment Agency of the City of San Bernardino. The Mayor or the Executive Director of the Redevelopment Agency of c:: the City of San Bernardino is hereby authorized to execute and - 6 - c - L c - - c o :> o deliver said Final Official Statement, and the execution thereof shall be deemed to be final approval of same by the City. Section 7. The form of the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of December 1, 1985, by and among the City, the Trustee, the Association and the Developer (the "Regulatory Agreement..), presented at this meeting and on fi Ie wi th the City Clerk is hereby approved, and the Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute such Regulatory Agreement in said form with such changes therein as the officers executing the same may approve with the approval thereof by the City Attorney and Bond Counsel, and such approval to be conclusively evidenced by the execution thereof. Section 8. The form of the Collateral Pledge Agreement dated as of December 1, 1985, by and among the City, the Trustee, the Association and First Interstate Bank of California, as Collatera I Agent (the .Collatera I Pledge Agreement.), as presented to the City at this meeting is hereby approved, and the Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute such Collateral Pledge Agreement in said form with such changes therein as the officers executing the same may approve with the approval thereof by the City Attorney and Bond Counsel, and such approval to be conclusively evidenced by the execution thereof. - 7 - c c c - - c o :) o Section 9. Pursuant to the Act, the Bonds shall be sold and issued as hereinafter provided in the aggregate principal amount not to exceed $11,400,000 as specified in the Bond Purchase Agreement hereinafter mentioned. The purposes for which the proceeds of the Bonds shall be expended are for the deposit of a portion or all of the Bond proceeds with the Trustee for the funding of the Project and for such other purposes as are set forth in the proposed form of the Indenture presented at this meeting and on file with the City Clerk. Section 10. Seattle-First National Bank is hereby approved as Trustee for the City and the owners of the Bonds prior to the date of issuance of the Bonds, with the duties and powers of such Trustee as set forth in the Indenture, and the City shall enter into such agreement with the Trustee for the payment of fees which shall only be payable from amounts so available pursuant to the Indenture and not any other assets or funds of the City. Section 11. The form of the Bonds as set forth in the Indenture (as the Indenture may be modified as hereinbefore provided) is hereby approved. The Mayor and the City Clerk are hereby authorized and directed to execute, in the name and on behalf of the City and under its seal, such Bonds in the aggregate not to exceed the principal amount set forth hereinabove in accordance with the Indenture. - 8 - c c c - - - c o :> o Section 12. The proposed form of the Bond Purchase Agreement and the sale of the Bonds pursuant thereto are hereby approved, provided that the purchase price of the Bonds and the rate or rates of interest shall have been approved by the Mayor or the Executive Director of the Redevelopment Agency of the City of San Bernardino and, sUbject to such approval, the Mayor or the Executive Director of the Redevelopment Agency of the City of San Bernardino are hereby authorized and directed to evidence the City's acceptance of the offer made by said Bond Purchase Agreement by executing and delivering said Bond Purchase Agreement in said form with such changes therein as the officers executing the same and the City Attorney may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 13. The Executive Director of the Redevelopment Agency of the City of San Bernardino or other City official are hereby authorized and directed to execute one or more requisitions authorizing the Trustee under the aforesaid Indenture to pay the Costs of Issuance for the Bonds from the Funds and Accounts established under and pursuant to the Indenture. Section 14. The Mayor of the City is hereby appointed as the elected official to approve the issuance of the Bonds pursuant to Code Section 103(k) at such time as the City shall have approved the other appropriate Bond financing documents. - 9 - c c c --.-. c o :> o Section 15. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all documents, including the Bonds, which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, and otherwise to effectuate the purposes of this Resolution; and any such actions as previously taken by such officers in furtherence of the issuance and delivery of the Bonds are hereby ratified and confirmed. Section 16. The Developer shall provide appropriate covenants in the tax-exempt financing documents as may hereinafter be submitted to the City for consideration and approval in a form acceptable to the City Attorney and Bond Counsel and to assure that not less than twenty percent (20%) of the mUltifamily rental housing units included in the Project are to be occupied or reserved for occupancy by the individuals of low and moderate income as provided in the Code. Section 17. Prior to issuance of the Bonds pursuant to this Resolution, the Developer shall provide to the City, for recording, a covenant running with the land in form approved by the City Attorney or the City whereunder the Developer waives any entitlement under State law to a density bonus for the property on which the proposed Project is to be constructed. - 10 - c c o .:) o Section 18. Adoption of this Resolution shall not be construed as approval of the plans or concept of the proposed development, nor as an indication that the Mayor and Common Council will hereafter take any particular action toward granting any planning, zoning, or other approval relating to a plan of development. The Mayor and Common Council reserves its right to evaluate any future administrative procedures and appeals based solely on the information available at the time of consideration, including any actions or recommendations by or appeals from the Development Review Committee and the Planning Commission. Nothing herein shall be construed as advance commitment or approval as to any such matter, and the Developer is hereby notified that normal planning processing shall be required, in accordance with the C standard procedures of the City and that the Developer will be required to comply with all applicable laws and ordinances of the c City, State and federal government. Section 19. The above-mentioned documents necessary for the issuance, sale and delivery of the Bonds shall contain language especially intended for the full and complete protection of the City against liability from any covenants or agreements within the said Bond documents to assure that, in any event, the Bondholders sha 11 look only to the revenues pledged for the Bonds, and not to the revenues or general funds of the City unless specifically pledged in other than a conduit financing. For this purpose, Bond Counsel shall also include in all subsequent appropriate documents for the - 11 - c o o :> c type of Bond issue being considered, language substantially as follows: "Non-recourse paragraph: The Issuer's obligations hereunder and under the Loan and Servicing Agreement and the Regulatory Agreement are on a 'non-recourse' basis, and payment of any amounts which are owed or may become due hereunder or under the Loan and Servicing Agreement or Regulatory Agreement shall not be enforced against the Issuer or any of its public officials, officers, employees, agents, or other personnel, but only against the property which is SUbject to the Deed of Trust, and any further security which may, from time to time, be hypothecated for this Indenture, the Regulatory Agreement or the Loan and Servicing Agreement," r '- "Exculpation of Issuer: The Issuer will not be liable to the company, to any bondholder, or to any other person for, and the developer and the trustee, on behalf of the bondholders, hereby release the Issuer from all 1 i abi li ty to the company, any bondholder, or any other person, for losses, costs, damages, expenses and liabilities even if such losses, costs, damages, expenses and liabi li ties di rect ly or indi rect ly result from, arise out of or relate to, in whole or in part, one or more negligent acts or omissions of the Issuer or any of the officers, directors, employees, agents, servants or any other party acting for or on behalf of the Issuer in connection with the issuance of the bonds or performance by the Issuer of its obligations under the indenture, the loan agreement, the regulatory agreement, or any other agreement related to the indenture. The Issuer's obligations hereunder are on a 'non-recourse' basis, and payment of any amounts whiCh are owed or may become due hereunder shall not be enforced against the Issuer or any of its public officials, officers, employees, agents, and other personnel, but only against the property which is subject to the Deed of Trust and any other further security which may, from time to time, be hypothecated hereunder." c - 12 - - - c o o :; As appropriate, the language shall be changed if the <::" security is something other than a deed of trust, and if the documents being utilized are other than a loan origination and servicing agreement and a regulatory agreement. Notice of non-recourse and exculpation of the issuer provisions shall be prominently included in any official statement or other equivalent disclosure documents. Section 20. The language shall be subject to revision, as may be appropriate, depending upon the documents involved, the type of security offered, and other similar considerations, but in any event language sUbstantially as specified herein shall be included in all appropriate Bond documents. In the event that Bond C Counsel recommends against any such language, Bond Counsel sha 11 specifically advise the City that such language not be included with reasoning therefor. Unless such request is so made by Bond Counsel and approved by the Ci ty, such language sha 11 be included in all appropriate Bond documents. c - 13 - c c c Section 20. adoption. I HEREBY adopted by the San Bernardino at held on the the following vote, , AYES: NAYS: ABSENT: - - o o This Resolution shall take effect CERTIFY that the foregoing Mayor and Common Council a resolution of the meeting day of to wit: Council Members :) upon was du ly City of thereof, 1985, by City Clerk day of The foregoing resolution is hereby approved this , 1985. Approved as to form: Mayor of the City of San Bernardino c City Attorney - 14 - c c c c o o STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) CITY OF SAN BERNARDINO ) ss. I, SHAUNA CLARK, City Clerk in and for San Bernardino, DO HEREBY CERTIFY that the foregoing copy of San Bernardino Ci ty Resolution No. true and correct copy of that now on file in this office. the and is :) Ci ty of attached a fu II, IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this day of , 1985. City Clerk - 15 -