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RDA Resolution 2002-004 RESOLUTION NO. RA 2002-04 A RESOLUTION OF THE LA QUINTA REDEVELOPMENT AGENCY APPROVING AND AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $3,000,000 MULTIFAMILY HOUSING REVENUE BONDS, (MIRAFLORES PROJECT) 2002 SERIES B; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, REGULATORY AGREEMENT, FINANCING AGREEMENT, OTHER AGREEMENTS, OFFICIAL STATEMENT, 'BOND PURCHASE AGREEMENT, AND ALL NECESSARY AND RELATED DOCUMENTS AND ACTIONS IN CONNECTION WITH THE AUTHORIZATION, ISSUANCE, SALE AND DELIVERY OF THE BONDS RESOLVED, by the La Quinta Redevelopment Agency (the "Agency") that: WHEREAS, this Agency has determined to issue revenue bonds of the Agency to finance the acquisition and construction of multifamily housing pursuant to Chapter 8 of Part 1 of Division 24 of the Health & Safety Code of the State of California (the "Act") and has determined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Act in order to preserve Iow and moderate multifamily housing units provided by the Miraflores Apartments Project as (hereinafter defined); and WHEREAS Miraflores, L.P. (the "Developer") has requested the assistance of the Agency in relation to the issuance of bonds relating to the financing of the construction of a multifamily rental housing development that is known as Miraflores Apartments and located in La Quinta (the "Miraflores Apartments Project"); and WHEREAS, the Indenture of Trust, Regulatory Agreement and Declaration of Restrictive Covenants, Fannie Mae Rider to Regulatory Agreement, Financing Agreement, Tax Certificate, Official Statement, Bond Purchase Agreement and other necessary and related documents in connection with the issuance, sale and delivery of the bonds have been presented and provided to this Board; and WHEREAS, it is in the public interest and for the public benefit that the Agency issue, sell and deliver such Bonds in order to preserve the Iow and moderate multifamily housing units provided by the Miraflores Apartments Project. NOW, THEREFORE, BE IT RESOLVED by the La Quinta Redevelopment Agency as follows: SECTION 1. Pursuant to the Act and the Indenture of Trust (hereinafter defined), bonds of the Agency, designated as "Multifamily Housing Revenue Bonds (Miraflores Apartments) 2002 Series B" in an aggregate principal amount of not to exceed $3,000,000.00 (the "Bonds") are hereby authorized to be issued. The Bonds Resolution No. RA 2002-04 Miraflores 2002 Series B Bonds Adopted: February 19, 2002 Page 2 shall be dated the date of their issuance and delivery, shall bear interest, shall mature and shall be otherwise issued upon the terms and conditions set out in and in conformity with the Indenture of Trust. The form, terms and provisions of the Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, 'redemption and number shall be as set forth in the Indenture of Trust. The proceeds of the Bonds are hereby authorized to be applied to the construction of the Miraflores Apartments Project, all as provided in the Financing Agreement and the Indenture of Trust. SECTION 2. The Indenture of Trust, by and between the Agency and Wells Fargo Bank, National Association as Trustee (the "Trustee"), dated as of March 1, 2002 (the "Indenture of Trust"), in substantially the form on file with the City Clerk, is hereby approved. Wells Fargo Bank, National Association is hereby appointed as Trustee under the Indenture of Trust. The Chairperson or the Executive Director or the Assistant Executive Director or their designees are hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Indenture of Trust in substantially the form presented, with such additions thereto or changes therein as Bond Counsel (as hereinafter defined) and such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Indenture of Trust by such officer, or any official of the Agency designated by such officer. SECTION 3. The Bond Purchase Agreement among the Agency, the Developer, and Newman & Associates, Inc. (the "Underwriter"), to be dated the date of the sale of the Bonds (the "Bond Purchase Agreement"), in substantially the form on file with the City Clerk, and the sale of the Bonds pursuant thereto, is hereby approved. The Chairperson or the Executive Director or the Assistant Executive Director, or their designees are hereby authorized and directed, for and in the name and on behalf of the Agency, to accept the offer of the Underwriter to purchase the Bonds contained in the Bond Purchase Agreement at an initial interest rate not to exceed twelve percent (1 2%) per annum and to execute and deliver the Bond Purchase Agreement in Substantially th'e form presented. SECTION 4. The Financing Agreement among the Agency, the Trustee and the Developer, dated as of March 1, 2002 (the "Financing Agreement"), in substantially the form on file with the City Clerk is hereby approved. The Chairperson or the Executive Director or Assistant Executive Director, or their designees are hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and delivery the Financing Agreement in substantially the form presented, with such additions thereto or changed therein as Bond Counsel or such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Financing Agreement by such officer, or any official of the Agency designated by such officer. Resolution No. RA 2002-04 .... Miraflores 2002 Series B Bonds Adopted: February 19, 2002 Page 3 SECTION §. The Regulatory Agreement and Declarations of Covenants, including Fannie Mae Rider among the Agency, the Trustee and the Developer, dated as of March 1, 2002 (the "Regulatory Agreement"), in a form to be approved by the ExecutiVe Director is hereby approved. The Chairperson or the Executive Director or Assistant Executive Director or their designees, are hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Regulatory Agreement in substantially the form presented, with such additions thereto or changes therein as Bond Counsel or such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Regulatory Agreement by such officer or any official of the Agency designated by such officer. SECTION 6. The Assignment and Intercreditor Agreement, by and among the Agency, the Trustee, the Developer and Fannie Mae, dated as of March 1, 2002 (the "Assignment Agreement"), in substantially the form on file with the City Clerk, is hereby approved. The Chairperson or the Executive Director or the Assistant Executive Director or their designees are hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver'the Assignment Agreement in substantially the form presented, with such additions thereto or changes therein as Bond Counsel (as hereinafter defined) and such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Assignment Agreement by such officer, or any official of the Agency designated by such officer. SECTION 7. The LIHTC Agreement among the Agency, Fannie Mae and the Developer, dated as of March 1, 2002 (the "LIHTC Agreement"), in substantially the form on file with the City Clerk is hereby approved. The Chairperson or the Executive Director or Assistant Executive Director, or their designees are hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and delivery the LIHTC Agreement in substantially the form presented, with such additions thereto or changed therein as Bond Counsel or such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery of the LIHTC Agreement by such officer, or any official of the Agency designated by such officer. SECTION 8. The Multifamily Note, by the Developer to the Agency, dated as of March 1, 2002 (the "Note"), and endorsed by the Agency to Fannie Mae and the Trustee, in substantially the form on file with the City Clerk, is hereby approved. The Chairperson or the Executive Director or the Assistant Executive Director or their designees are hereby authorized and directed, for and in the name and on behalf of the Agency, to endorse the Note in substantially the form presented, with such additions thereto or changes therein as Bond Counsel (as hereinafter defined) and such officer may require or approve, such apprOval to be conclusively evidenced by the execution and delivery of the Note by such officer, or any official of the Agency designated by such officer. Resolution No. RA 2002-04 Miraflores 2002 Series B Bonds Adopted: February 19, 2002 Page 4 SECTION 9. The Official Statement relating to the Bonds (the "Official Statement"), in substantially the form on file with the City Clerk, is hereby approved and deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission. The Chairperson or the Executive Director or the Assistant Executive DirectOr, or their designees, are hereby authorized and directed, for and in the name and on behalf of the Agency, to execute an deliver the Official Statement to the Underwriter in substantially the form presented, with such additions thereto or changes therein as Bond Counsel or such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery of the official Statement by such officer or any official of the Agency designated by such officer. The Agency hereby authorized and approves the uses of the Official Statement, and any other document described in the Official Statement in connection with the public offering and sale of the Bonds. SECTION 10. Rutan & Tucker, LLP is hereby appointed as bond counsel ("Bond Counsel") for the Agency. in connection with the issuance, sale and delivery of the Bonds. SECTION 11. The Chairperson, the Executive Director, or the Assistant Executive Director, or their designees are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the Agency, to execute and deliver any and all necessary and related documents and agreements approved by Bond Counsel, including but not limited to disclosure agreements, notes, security agreements, collateral agreements, subordination agreements, remarketing agreements, tax certificates, assignment agreements, and take all other necessary and related actions to effectuate the issuance, sale and delivery of the Bonds as shall be approved by Bond Counsel and such officer. SECTION 12. All actions heretofore taken by the Agency to effectuate the authorization, issuance, sale and delivery of the Bonds are hereby ratified, confirmed and approved. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED and ADOPTED at a regular meeting of the La Quinta Redevelopment Agency held on this 19th day of February, 2002, by the following vote, to wit: AYES: Members Adolph, Pe~a, Perkins, Sniff, Chair Henderson NOES: None ABSENT: None ABSTAIN: None Resolution No. RA 2002-0~/- Miraflores 2002 Series B Bonds -- Adopted: February 19, 2002 Page 5 ATTEST: JUN~_~~EK, CMC, Agency-ge'cretary La Quinta Redevelopment Agency (Agency Seal) APPROVED AS TO FORM: M'. KATPIERII~IE JENSON,~ency Counsel La Quinta Redevelopment Agency