CC Resolution 8721
CITY OF CAMPBELL
RESOLUTION NO. 8721
RESOLUTION OF THE CITY OF CAMPBELL AUTHORIZING THE
ISSUANCE, SALE AND DELIVERY OF HOUSING FACILITY
REVENUE BONDS, AUTHORIZING THE EXECUTION AND
DELIVERY OF AN INDENTURE, A FINANCING AGREEMENT, A
REGULATORY AGREEMENT, AN OFFICIAL STATEMENT AND A
BOND PURCHASE AGREEMENT, AND AUTHORIZING THE
EXECUTION AND DELIVERY OF AND APPROVING OTHER
RELATED DOCUMENTS AND APPROVING OTHER RELATED
ACTIONS IN CONNECTION THEREWITH
WHEREAS, Chapter 8 of Part 5 of Division 31 of the Health and Safety Code of the
State of California (the" Act") authorizes cities and counties to issue revenue bonds for the
purpose of financing the acquisition, construction and rehabilitation of multifamily rental
housing for occupancy by low and very low income persons;
WHEREAS, San Tomas/Charities Housing Corporation, a California non-profit
public benefit corporation (the "Corporation") has requested the City to issue revenue bonds
for the purpose of financing the acquisition, construction and rehabilitation by the
Corporation of a multifamily rental housing facility to be occupied by persons of low and
very low income;
WHEREAS, the City of Campbell (the "City") hereby finds and declares that it is
necessary, essential and a public purpose for the City to engage in a program (the
"Program") of financing the acquisition, construction and rehabilitation of a multifamily
rental housing facility, and has determined to issue revenue bonds as authorized by the Act;
WHEREAS, the City Council hereby finds and declares that this Resolution is being
adopted pursuant to the powers granted by the Act;
WHEREAS, all conditions, things and acts required to exist, to have happened and to
have been performed precedent to and in the issuance of the Bonds and the
implementation of the Program as contemplated by this Resolution and the documents
referred to herein exist, have happened and have been performed in due time, form and
manner as required by the laws of the State of California, including the Act; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Campbell as
follows:
1. The City Council hereby finds and declares that the above recitals are true and
correct.
2. Pursuant to the Act and the Indenture (hereinafter defined), revenue bonds of the
City, designated as "City of Campbell Housing Facility Revenue Bonds, Series 1994A
(GNMA Collateralized - San Tomas Gardens Project)" in an aggregate principal amount not
to exceed $12,000,000 (the "Series A Bonds") and "City of Campbell Taxable Housing Facility
Revenue Bonds, Series 1994B (GNMA Collateralized - San Tomas Gardens Project)" in an
aggregate principal amount not to exceed $1,000,000 (the "Series B Bonds") (collectively, the
Series A Bonds and the Series B Bonds are herein referred to as, the "Bonds"), are hereby
authorized to be issued. The Bonds shall be executed by the manual or facsimile signature
of the Mayor, Vice Mayor or the City Manager of the City, the facsimile of the seal of the City
shall be reproduced thereon and attested by the manual or facsimile signature of the City
Clerk of the City, in the form set forth in and otherwise in accordance with the Indenture.
3. The proposed form of indenture of trust (the "Indenture") between the City and
Bank of America National Trust and Savings Association, as trustee (the "Trustee") with
respect to the Bonds, in substantially the form presented to this meeting, is hereby
approved. The Mayor, Vice Mayor, City Manager or the Finance Director of the City (each a
"Designated Officer") is hereby authorized and directed, for and in the name and on behalf
of the City, to execute and deliver the Indenture, and the City Clerk of the City or any deputy
or assistant thereof is hereby authorized and directed, for and in the name and on behalf of
the City, to attest the signature of the Designated Officer, in substantially said form, with
such additions thereto or changes therein as are approved by the Designated Officers upon
consultation with Bond Counsel to the City (including such additions or changes as are
necessary or advisable in accordance with Section 9 hereof, provided that no additions or
changes shall authorize an aggregate principal amount of Bonds in excess of $13,000,000),
the approval of such additions or changes to be conclusively evidenced by the execution and
delivery of said Indenture by the Designated Officer. The date, maturity dates, interest rate
or 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 appropriate, as finally executed.
4. The proposed form of financing agreement with respect to the Bonds (the
"Financing Agreement") among the City, the Trustee, TRI Capital Corporation, as lender
and servicer, and the Corporation, in substantially the form presented to this meeting, is
hereby approved. Each Designated Officer is hereby authorized and directed to execute and
deliver the Financing Agreement in substantially said form, with such additions thereto or
changes therein as are recommended or approved by the Designated Officers upon
consultation with Bond Counsel to the City (including such additions or changes as are
necessary or advisable in accordance with Section 9 hereof), the approval of such changes to
be conclusively evidenced by the execution and delivery of said Financing Agreement by
the Designated Officer.
5. The proposed form of regulatory agreement and declaration of restrictive
covenants (the "Regulatory Agreement") between the City, the Trustee and the
Corporation, in substantially the form presented to this meeting, is hereby approved. Each
Designated 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 additions thereto or changes therein as are recommended or approved by the
Designated Officers upon consultation with Bond Counsel to the City (including such
additions or changes as are necessary or advisable in accordance with Section 9 hereof), the
approval of such additions or changes to be conclusively evidenced by the execution and
delivery of said Regulatory Agreement by the Designated Officer.
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6. The proposed form of bond purchase agreement with respect to the Bonds (the
"Purchase Contract") among the City, Newman and Associates, Inc. (the "Underwriter"),
and the Corporation in substantially the form presented to this meeting, is hereby
approved. Each Designated Officer is hereby authorized and directed, for and in the name of
and on behalf of the City, 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 this Section 6 of this Resolution) and to execute and deliver said Purchase Contract in
substantially said form, with such additions thereto or changes therein as are recommended
or approved by the Designated Officers upon consultation with Bond Counsel to the City
(including such addiHons or changes as are necessary or advisable in accordance with
Section 9 hereof), provided that no such change shall increase the principal amount of the
Bonds over $13,000,000 and the interest rate to be borne by any maturity of the Bonds shall
not be in excess of 8.5% and the Underwriter's fee and/or discount shall not be in excess of
2.5% of the principal amount of the Bonds sold, the approval of such changes to be
conclusively evidenced by the execution and delivery of said Purchase Contract by the
Designated Officer.
7. The proposed form of official statement relating to the Bonds (the "Official
Statement") in substantially the form of the preliminary official statement (the
"Preliminary Official Statement") presented to this meeting, is hereby approved. Each
Designated Officer is hereby authorized and directed, for and in the name and on behalf of
the City, to execute the Official Statement in substantially said form as may be brought to
completion upon the execution of the Purchase Contract, with such additions thereto or
changes therein as are recommended or approved by the Designated Officers upon
consultation with Bond Counsel to the City, the approval of such additions or changes to be
conclusively evidenced by the execution and delivery of said Official Statement by the
Designated Officer. The Underwriter is hereby authorized to distribute copies of the
Preliminary Official Statement to persons who may be interested in the purchase of the
Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of
the Bonds. Distribution by the Underwriter of the Preliminary Official Statement relating to
the Bonds is hereby approved and authorized.
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 and registration 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 Designated Officer, which
instructions each 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 therefor.
9. All actions heretofore taken by the officers and agents of the City with respect to
the establishment of the Program 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 any and all certificates, agreements and other documents,
including, to the extent required by any institution providing credit support for the Bonds,
documents prepared thereby and reviewed by Bond Counsel to the City, which they, or any
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of them, may deem necessary or advisable in order to consummate the lawful issuance and
delivery of the Bonds in accordance with this resolution and resolutions heretofore adopted
by the City and in order to carry out the Program, including but not limited to those
certificates, agreements and other documents described in the Indenture, the Financing
Agreement, the Regulatory Agreement, the Purchase Contract and the other documents
herein approved and any certificates, agreements or documents as may be necessary to
evidence credit support or additional security for the Bonds, including, but not limited to,
agreements and documents necessary to evidence that the Bonds are collateralized by the
Government National Mortgage Association and the payments under the Financing
Agreement are insured by the Federal Housing Administration.
10. This Resolution shall take effect immediately upon its adoption.
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The foregoing resolution was introduced at a regular meeting of the Council of the
City of Campbell held on the 6th day of September 1994, was passed and adopted by the
following vote:
AYES: Councilmembers:
Conant, Ashworth, Burr, Dougherty, Watson
NOES: Councilmembers:
None
ABSENT: Councilmembers:
None
ATTEST:
7
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City Clerk
Anne Bybee
APPROVED:
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