Attachment No. 2
RESOLUTION NO. 2024-25
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POMONA, CALIFORNIA APPROVING THE ISSUANCE BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY OF ITS REVENUE BONDS FOR THE BENEFIT OF Provident Group-Pomona Properties L.L.C. IN AN AGGREGATE MAXIMUM STATED PRINCIPAL AMOUNT OF $50,000,000 FOR THE PURPOSE OF FINANCING, REFINANCING AND/OR REIMBURSING THE COST OF ACQUISITION, CONSTRUCTION, INSTALLATION, FURNISHING AND EQUIPPING OF FACILITIES, PROVIDING THE TERMS AND CONDITIONS FOR SUCH REVENUE BONDS AND OTHER MATTERS RELATING THERETO.
WHEREAS, Provident Group-Pomona Properties L.L.C., a Delaware limited liability company (the “Borrower”), the sole member of which is Provident Resources Group Inc., a Georgia nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), has requested that the California Enterprise Development Authority (the “Authority”) issue, in one or more series, from time to time, pursuant to a plan of finance, its tax-exempt and/or taxable revenue bonds in an aggregate principal amount not to exceed $50,000,000 (the “Bonds”) for the benefit of the Borrower, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State (commencing with Section 6500) (the “Act”) to finance, refinance and/or reimburse the cost of the acquisition, construction, installation, furnishing and equipping of a student housing and other facility adjacent to campus of Western University of Health Sciences (the “University”), which includes academic and administrative space leased by the Borrower to the University located at 615 East 3rd Street, Pomona, California 91766 (the “Project”); and WHEREAS, a portion of the proceeds of the Bonds may be used to (a) pay a portion of the interest on the Bonds, if deemed necessary or advisable by the Borrower; (b) to provide working capital to the Borrower, if deemed necessary or advisable by the Borrower; (c) to fund a debt service reserve fund, if deemed necessary or advisable by the Borrower; and (d) to pay certain expenses incurred in connection with the issuance of the Bonds; and WHEREAS, all or a portion of the Bonds are expected to be issues as qualified 501 (c) (3) bonds pursuant to Section 145 of the Code; and WHEREAS, the initial owner of the Project will the Borrower, and the principal user of the Project will the Borrower and the University; and WHEREAS, the Borrower will own and operate the Project in connection with its mission to provide a positive impact by furthering educational opportunities; and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the “Code”), the issuance of the Bonds by the Authority must be approved by an applicable legislative body having jurisdiction over the area in which all or a portion of the Project is located; and WHEREAS, the Project is located within the territorial limits of the City of Pomona, California (the “City”); and WHEREAS, the City Council of the City (the “City Council”) is the elected legislative body of the City and is one of the “applicable elected representatives” allowed to approve the issuance of the Bonds under Section 147(f) of the Code; and WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code; and WHEREAS, pursuant to Section 147(f) of the Code, the City has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority; and WHEREAS, it is in the public interest and for the public benefit that the City Council approve the issuance of the Bonds by the Authority for the aforesaid purposes; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF POMONA, CALIFORNIA, DOES HEREBY FIND, DECLARE AND RESOLVE:
SECTION 1. On information and belief, the foregoing recitals are true and correct.
SECTION 2. The City Council hereby approves the issuance, in one or more series, from time to time, pursuant to a plan of finance, of tax-exempt and/or taxable Bonds by the Authority in an amount not to exceed $50,000,000 for financing, refinancing and/or reimbursing the Borrower for the costs of the Project. It is the purpose and intent of the City Council that this resolution constitutes approval of the issuance of the Bonds by the Authority for the purposes of Section 147(f) of the Code by an applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147(f). This resolution shall also constitute the approval of the issuance of the Bonds by the Authority within the meaning of the Act.
SECTION 3. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds.
SECTION 4. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing with respect to the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary with respect to the Project; (iii) make any contribution or advance any funds whatsoever to the Authority or the Borrower; or (iv) take any further action with respect to the Authority or its membership therein.
SECTION 5. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby.
SECTION 6. The City Clerk shall certify to the passage and adoption of this Resolution and it shall become effective immediately upon its approval. [Remainder of page intentionally left blank]
PASSED, APPROVED AND ADOPTED this 8th day of January, 2024.
CITY OF POMONA:
Tim Sandoval
Chair/Mayor
APPROVED AS TO FORM: ATTEST:
Sonia Carvalho Rosalia A. Butler, MMC
City Attorney City Clerk
I, HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Pomona at a regular meeting thereof held on the 8th day of January 2024, by the following vote of the Council:
AYES:
NOES:
ABSTAIN:
ABSENT:
_________________________
Rosalia A. Butler, MMC, City Clerk
Resolution No. 2024-25
January 8, 2023
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4881-1379-2913.2
Resolution No. 2024-25
January 8, 2023
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