Form Rev 3/6/2023
HA RESOLUTION NO. 2023-____
RESOLUTION OF THE CHULA VISTA HOUSING
AUTHORITY AUTHORIZING THE EXECUTION AND
DELIVERY OF ITS TAX-EXEMPT MULTIFAMILY HOUSING
REVENUE NOTE AND TAXABLE MULTIFAMILY HOUSING
REVENUE NOTE FOR THE PURPOSE OF PROVIDING
ADDITIONAL FINANCING FOR THE ACQUISITION AND
CONSTRUCTION OF THE OTAY RANCH APARTMENTS
MULTIFAMILY RENTAL HOUSING PROJECT; APPROVING
AND AUTHORIZING THE EXECUTION AND DELIVERY OF
ANY AND ALL DOCUMENTS NECESSARY TO EXECUTE
AND DELIVER THE NOTES , COMPLETE THE
TRANSACTION AND IMPLEMENT THIS RESOLUTION ;
AND RATIFYING AND APPROVING ANY ACTION
HERETOFORE TAKEN IN CONNECTION WITH THE NOTES
WHEREAS, pursuant to the Housing Authorities Law, Chapter 1 of Part 2 of Division 24 of the California Health and Safety Code (“Ho using Authorities Law”), the Chula Vista Housing Authority, a public body corporate and politic organized, existing and operating pursuant to the Housing Authorities Law, the Chula Vista Housing Authority (the “Authority”) is empowered to execute and deliv er obligations for the purpose of financing the acquisition, construction, rehabilitation, refinancing, development, and operation of multifamily rental housing; and
WHEREAS, Otay Affordable I V8, L.P. , a California limited partnership (the “Borrower”), intends to acquire and construct a 173-unit plus two manager’s units multifamily rental housing project located east of La Media Parkway an d bounded by Main East Street and Main West Street within the Otay Ranch Escaya master planned community in Chula Vist a, California known as the “Otay Ranch Apartments” and “Encelia” (the “Project”); and
WHEREAS, in December 2020, the Authority executed and delivered its Multifamily Housing Revenue Note (Otay Ranch Apartments), 202 0 Series A in an original aggregate principal amount of $35,000,000 (the “2020 Note”) and loaned the proceeds of the 2020 Note to the Borrower to finance the acquisition, construction and equipping of the Project; and
WHEREAS, subsequent to the execution and delivery of the 2020 Note, the Borrower has requested Authority to execute and deliver tax-exempt multifamily housing revenue notes in one or more series (the “Tax-Exempt Notes”), and taxable multifamily housing revenue notes in one or more series (the “Taxable Notes,” and, together with the Tax-Exempt Notes, the “Notes”), and to loan the proceeds of the Notes to the Borrower to provide additional financing for the acquisition, construction and equipping of the Project; and
WHEREAS, the aggregate principal amount of the Tax-Exempt Notes shall not exceed $4,000,000 and the aggregate principal amount of the Taxable Notes shall not exceed $1,0500,000; and
Item 7.1 - Revised 3/28/23
Resolution B
Resolution No.
WHEREAS, Authority, by action of its Board of Commissioners (the “Board”), desires to assist the Borrower and to increase the supply of affor dable housing by making the units in the Project available for low and very low -income persons or families, and in order to accomplish such purposes it is desirable for Authority to provide for the execution and delivery of the Notes and financing of the Project; and
WHEREAS, the Notes will be executed and delivered pursuant to the Funding Loan Agreement (the “Funding Loan Agreement”) , by a nd among C itibank, N.A. (“Citibank”), the Authority and U.S. Bank Trust Company, National Association, as fiscal agent (the “ Fiscal Agent”), and the proceeds of the Notes will be loaned to the Borrower pursuant to the Borrower Loan Agreement, between t he Authority and the Borrower (the “Borrower Loan Agreement”); and
WHEREAS, Citibank will act as t he Funding Lender under the Funding Loan Agreement; and
WHEREAS, the Authority will loan the proceeds of the Notes to the Borrower and the Borrower will use the proceeds of the Notes exclusively to fin ance t he costs of acquisition, construction and equipping of the Project and the costs of executing and delivering the Notes ; and
WHEREAS, Government Code Section 8869.85 requires a local agency to file an application with the Cali fornia Debt Li mit Allocat ion Co mmittee (“Committee”) prior to the issuance of ta x-exempt multifamily housing revenue bonds and the Authority has filed such an application; and
WHEREAS, the Committee has allocated to the Project $ 4,000,000 of the State of California 2022 State ceil ing fo r p rivate activity bonds under Section 146 of th e Internal Revenue Code of 1986; and
WHEREAS, the public hearing and approval for the additional financing for the Project pursuant to Section 147(f) of t he I nternal Revenue Cod e of 1986 (the “TEFRA App roval”) is being conducted by the City of Chula Vista (the “City”) on the date hereof; and
WHEREAS, it is the intent of the Authority to enter into bond documentation to govern the Notes being executed and d elivered (collectively, the “Transaction Documents”), including:
(1) the Funding Loan Agreement; (2) the Borrower Loan Agr eement; and (3) an amended and restated regulatory agreement and declaration of restrictive covenants, by and between the Authority and the Borrower (the “Regulatory Agreement”); and
WHEREAS, it appears that each of the documents and instruments described herein now before this meeting is in a substantially appropriate form and is an appropriate instrument to be executed and delivered for the purposes intended.
Item 7.1 - Revised 3/28/23
Resolution B
Resolution No.
NOW, THEREFORE, BE IT RESOLVED, the Board of Commissioners of the City of Chula Vista Housing Authority does hereby resolve, order and determine as follows:
1. Authorization of Notes. In accordance with the Housing Authorities La w an d pursuant to the Funding Loan Agreement, Authority authorizes the execution and delivery of (i) notes in one or more s eries of tax -exempt notes designated as “ Chula Vista Housing Authority Multifamily Housing Revenue Notes (Otay Ranch Apartments) 2023 Series A-1 (Tax Exempt)” (the “Tax Exempt Notes”), and (ii) notes in one or more series of tax able notes designated as “Chula Vista Housing Authority Multifamily Housing Revenue Notes (Otay Ranch Apartments) 2023 Series A-2 (Taxable)” (the “Taxable Notes,” and, together with the Ta x Exempt Notes, the “Notes”) with an interest rate or rates, a maturity date or dates and other terms as provided in the Funding Loan Agreement as finally executed for the Notes. The Notes shall be in substantially the form set forth in and otherwise in accordance with the Funding Loan Agreement, and shall be executed on behalf of Authority by the manual or facsimile signature of the Chair of the Board of Commissioners of the Authority ( the “Chair”) or the Executive Director of t he Authority ( the “Executive Director”), and the Notes shall be attested by the manual or facsimile signature of the Secretary of the Board of Commissioners of the Authority (“Secretary”).
2. Approval of Transaction Documents . The form of each of the Transa ction Documents, in substantially the form on file with the Secretar y, is hereby approved. The Chair, the Executive Direct or, and their authorized designee(s) (each, an “Authorized Off icer”) are authorized to execute, and the Secretary is authorized to at test, each of the Transactio n Documents in substantially said form, with such additions thereto and changes therein as the Authorized Officer may approve or recommend in accordance with Section 5 hereof. The date, maturity date or dates, interest rate or rates, interest payment date s, denominations, form, registration privileges, manner of execution, place of payment, terms o f redemption, and other terms of the Notes shall be as provided in the Funding Loan Agreement as finally executed.
Any Authorized Of ficer is authorized to execut e and deliver, and the Secretary is authorized to attest, any and all certificates, agreements and other documents ancillary to the Transaction Documents in the form s approved by the City Attorney, as general counsel to Authority (“General Counsel”), and by special counsel and bond counsel to th e Authority and City on these matters, Stradling Yocca Carlson & Rauth (together, “Special Counsel”).
3. Approval of Cha nges to Documents . Any Authorized Officer executing a document appro ved herein, in consultation wi th General Cou nsel and Special Counsel, is authorized t o a pprove and make such modifications, changes or additions to Transaction Documents or other document s as may be necessary or advisable, and the approval of any modification, change or addition to any of the aforem entioned agreements shall be eviden ced conclusively by the execution and delivery thereof by such Authorized Officer and approval as to form by General Counsel and Special Counsel. Further, any Authorized Office r, acting alone, is authorized to execute any assignment agreement related to any mortgage note, mortgage, deed of trust or other document related to the loan s made to the Borrower from t he proceeds of the Notes.
Item 7.1 - Revised 3/28/23
Resolution B
Resolution No.
4. Actions Ratified and Authorized . All acti ons heretofore taken by the off icers, employees and agents of Authority with respect to the execution and delivery of the Notes are approved, confirmed and ratified, and the officers, empl oyees and agents of Authority are authorized and directed, for and i n the name and on behalf of Aut hority, to do any and all things and tak e any and all a ctions and execute and deliver any an d all certificates, agreements and other documents, including, bu t not limited to, those documents described in the Transaction Documents and the other documents he rein approved, which they, or any of the m, may de em necessary or advisable in order to consu mmate the lawful execution and delivery of the Notes and to effectuate the purposes thereof and of the documents herein approved in a ccordance with this resolution and resolutions heretofore adopted by the Board. In the event that the Secretary is unavailable to sign any document related to the Notes, any Deputy Secret ary of the Authority may sign on behalf of the Secretary.
5. Further Consents, Approvals and Other Actions. All consents, approvals, notices, orders, requests and other actions permitted or re quired by any of the documents authorized by this Resolution or ot herwise appropriate in the administration of the Notes and the lend ing program financed thereby, in cluding withou t limitation any of the fo regoing t hat ma y b e necessary or desirable in connection with any amendment of such documents, any transfer of the Project, any substitution of security for the Notes, or any prepayment of the Notes may be taken or g iven by the Chair or the Executive Direc tor, and the Chair or the Executive Director are hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such offi cer may deem necessary or desirable to further the purposes of this Resolution.
6. Conflicting Resolutions Repealed . As to t he Notes, all prior resolutions or parts thereof, if any, in conflict herewith are, to the extent of such conflict, repealed.
7. Severability. If any section, paragraph or provision of this Resolution shall b e held to be in valid or unenforceable for any rea son, the invalidity or unenforceability of such section, paragraph or provision shall not affect any remaining sections, paragraphs o r provisions of this Resolution.
8. Effectiveness of Resolution and Date Ther eof. Thi s Resolution shall take effect upon its adoption.
9. New TEFRA Approval. Notwithstanding anything else herein to the contrary, all authorizations in this resolution are cont ingent upon the City completing the new TEFRA Approval for the Project.
10. Certification. The Secretary shall certify to the passage and adoption of this Resolution.
Item 7.1 - Revised 3/28/23
Resolution B
Resolution No.
Presented by Approved as to form
By:
Stacey Kurz Jill D.S. Maland
Director of Housing & Homeless Services Lounsbery Ferguson Altona & Peak Acting Authority Legal Counsel
Item 7.1 - Revised 3/28/23
Resolution B