HomeMy WebLinkAboutBOND DOCUMENTS FOR RIVERMEADOW APTS PROJECT i
CITY OF HUNTINGTON BEACH
Interoffice Communication
L9 Economic Development Department
TO: Joan Flynn, City Clerk
FROM: Steve Holtz,Real Estate Services Manager ►
DATE: October 24,2006
SUBJECT: Bond Documents for Rivermeadow Apartments Project
On May 17, 1999,the City Council approved the Issuance of Documents by the California
Statewide Communities Development Authority(CSCDA)for the City's Rivermeadow Multi-
Family Apartments.
On May 18,2000, the former City Clerk requested evidence of receipt and issuance of these
bonds for the Rivermeadows project. For your records, I have attached the(1)memo from
former City Clerk, Connie Brockway; (2)the Request for City Council Action; and(3)the
recorded Regulatory Agreement and Declaration of Restrictive Covenants, as evidence of bond
issuance.
If you have further questions,please let me know.
/SH
Attachments
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CITY OF HUNTINGTON BEACH
�BINTERDEPARTMENTAL COMMUNICATION
DATE: May 18, 2000
TO: John Reekstin, Director Administrative Services
FROM: Connie Brockway, City Clerk
RE: Bond Documents for Rivermeadow Apartments Project
The City Clerk's office is attempting to finalize the above referenced project and needs your
assistance. Are the documents relating to the bonds for this project in your office?
Attached are copies of the RCA for this project and Resolution 99-31 dated May 17, 1999;
"Approving the Issuance of Multifamily Housing Revenue Refunding Bonds by the California
Statewide Communities Development Authority and Approving the Execution and Delivery of a
Second Supplemental Indenture of Trust and a Second Amendment to Loan Origination and
Servicing Agreement in Connection Therewith":
Please advise the Clerk's Office as to the status of the Rivermeadow Apartments Project and
inform us if the delay in recording these bonds is addressable by my office.
Your response will be appreciated.
CB:mp
Attachments: RCA dated May 17, 1999
Resolution No. 99-31 dated May 17, 1999
G:1Cbmemo\2000Cbmem\Rivermeadow Apt Project John Reekstin.doc-mp
Council/Agency Meeting Held:
Deferred/Continued to:
'Approved _ El Conditionally A proved 0 Denied City Clerk's Signature a�oc� �y
u ILEiv E�+r
Council Meeting Date: May 17, 1999 r Department ID Number: ED 99-28
-Pu"c HE"'jnJ hE'ld CITY OF HUNTINGTON BEACH
5v0 1�9 REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
-G
SUBMITTED BY: RAY SILVER, City AdministratorXi0' "' WOE ='
M OMM
PREPARED BY: David C. Biggs, Director of Economic Development
99 .�-
SUBJECT: Approval of Documents for the Issuance by the California Statevde
Communities Development Authority $10,000,000 Multifamily Housing
Revenue Refunding Bonds (Rivermeadows Apartments)
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachments)
Statement of Issue: The owner of the Rivermeadows Apartments wishes to refund the
existing tax exempt bonds issued by the city to achieve savings in the cost of borrowing
attributable to participation in the California Statewide Communities Development Authority
financing.
Funding Source: Proceeds of the refunding bonds.
Recommended Action:
1) Open the public hearing and hear testimony.
2) Close the public hearing.
3) After consideration of the testimony, A MOTION TO:
Approve the attached resolution: "A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH APPROVING THE ISSUANCE OF MULTIFAMILY
HOUSING REVENUE REFUNDING BONDS BY THE CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT AUTHORITY AND APPROVING THE EXECUTION AND
DELIVERY OF A SECOND SUPPLEMENTAL INDENTURE OF TRUST AND A SECOND
AMENDMENT TO LOAN ORIGINATION AND SERVICING AGREEMENT IN
CONNECTION THEREWITH"
Alternative Action(s): Do not approve the resolution.
REQUEST FOR COUNCIL ACTION
MEETING DATE: May 17, 1999 DEPARTMENT ID NUMBER: ED 99-28
Analysis: The Rivermeadows Apartments is composed of 152 units and is located at 8945
Riverbend Drive (near Magnolia Ave. and the Interstate 405). The project was financed and
built with the proceeds of the city's Variable Rate Demand Multifamily Housing Revenue
Bonds (Household Bank, f.s.b./Rivermeadows Apartments Project), 1985 Series B issued in
October 1985. It is owned by Archstone Communities Trust, a Maryland real estate
investment trust (REIT). The owner's motivation in requesting a refunding of the prior bonds
is to reduce borrowing costs by participating in the economies of a volume lender like the
California Statewide Communities Development Authority ("The Authority").
The Authority* is authorized by the Government Code of California and in accordance with
the Health and Safety Code to issue and sell revenue refunding bonds to refinance the
acquisition, construction, rehabilitation and development of multifamily rental housing to be
occupied in part by low and very low income residents. Since the bonds thus sold will be
considered "qualified exempt facility bonds" under the Internal Revenue Code and the Code
requires that a public hearing be conducted by the "applicable elected representative" with
respect to the geographical area within which the project is located (in this case the City
Council) prior to approval of the bond issuance.
As with all other bond-financed multifamily housing in the community, twenty percent of the
units in this project will be reserved for low and very low-income households. In projects for
which the city has issued bonds, the city is a party to the Regulatory Agreement that provides
enforcement powers regarding the affordable housing restrictions. In this case, where The
Authority is issuer, the city will remain as a "third party beneficiary" which will provide the
same authority to enforce the affordability restrictions. In addition, the housing restrictions
will be renewed (they had expired in 1996) and extended to 2008. The new bonds will
mature in 2029.
* The City is a member of the California Statewide Communities Development Authority
through that certain Amended and Restated Joint Exercise of Powers Agreement dated
June 1, 1988.
Environmental Status: N/A
Attachment(sl:
NumberCity Clerk's
Page . Description
1 A City Council Resolution Approving the Issuance of $10,000,000
Multifamily Housing Revenue Refunding Bonds — Rivermeadows
Apartments Calif. Statewide Comm. Dev. Authority Bonds
RCA Author: Kohler at extension 5457
MAY99RCA.DOC -2- 05/11/99 2:10 PM
A Resolution of the City Council
Approving Documents for the
$10,000,000 Multifamily Housing Revenue Refunding Bonds
(Rivermeadows Apartment Project)
RESOLUTION NO. 99-31
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH APPROVING THE ISSUANCE OF
MULTIFAMILY HOUSING REVENUE REFUNDING BONDS
BY THE CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY AND APPROVING THE
EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL
INDENTURE OF TRUST AND A SECOND AMENDMENT TO LOAN
ORIGINATION AND SERVICING AGREEMENT
IN CONNECTION THEREWITH
WHEREAS, the California Statewide Communities Development Authority(the
"Authority'), of which the City of Huntington Beach is a member pursuant to the provisions of
that certain Amended and Restated Joint Exercise of Powers Agreement Relating to the
California Statewide Communities Development Authority dated as of June 1, 1988(the
"Agreement"), intends to issue tax-exempt obligations (the "Obligations") for the purpose,
among other things, of making a loan to Archstone Communities Trust, a Maryland real estate
investment trust(the "Developer"), a portion of the proceeds of which ($10,000,000) shall be
used by the Developer to refinance the acquisition, construction and development of a 152-unit
multifamily housing facility located at 8945 Riverbend Drive in the City of Huntington Beach,
California,commonly known as the Rivermeadows Apartments(the "Project"); and
A portion of the proceeds of the Obligations will be applied to the redemption in whole of
the City's Variable Rate Demand Multifamily Housing Revenue Bonds (Household Bank,
fs.b./Rivermeadows Apartments Project), 1985 Series B (the"Prior Bonds") issued pursuant to
an Indenture of Trust,dated as of October 1, 1985,by and between the City and U.S.Bank Trust
National Association, as successor trustee(the "Trustee"), as amended(the"Indenture"), the
proceeds of which were loaned to finance the Project pursuant to the provisions of a Loan
Origination and Servicing Agreement, dated as of October 1, 1985, among the Issuer, the
Trustee, Commerzbank Aktiengesellschaft, as provider of the letter of credit securing the Prior
Bonds(the"Credit Bank"), and the Developer, as amended(the"Loan Agreement"); and
In connection with the redemption of the Prior Bonds,the Developer has requested that
certain amendments be made to the Indenture and the Loan Agreement to correct certain
ambiguities therein,which amendments shall be effected pursuant to the provisions of such
documents; and
The Authority is authorized by the Government Code of the State of California in
accordance with the Health and Safety Code of the State of California(the "Law")to issue and
sell revenue refunding bonds for the purpose of refinancing the acquisition, construction,
rehabilitation and development of multifamily rental housing facilities to be occupied in part by
low and very low income tenants; and
The Obligations will be considered to be "qualified exempt facility bonds" under Section
142(a)of the Internal Revenue Code of 1986,as amended (the "Code"), and Section 147(f)of the
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Resolution 99-31
Code requires that the "applicable elected representative" with respect to the geographical area in
which the Project is to be located hold a public hearing on and approve the issuance of the
Obligations; and
This City Council is the elected legislative body of the City; and
A notice of public hearing in a newspaper of general circulation in the City has been
published, to the effect that a public hearing would be held by this City Council regarding the
issuance of the Obligations by the Authority and the nature and location of the Project; and
This City Council held said public hearing on such date, at which time an opportunity
was provided to present arguments both for and against the issuance of such Obligations and the
nature and location of the Project.
NOW, THEREFORE,be it resolved by the City Council of the City of Huntington
Beach, as follows:
Section 1. The City acknowledges that the Authority intends to issue the Obligations
for the purpose of paying the costs of refinancing the acquisition, construction and development
of the Project.
Section 2. The Second Supplemental Indenture of Trust (the"Supplemental
Indenture")between the City and U.S. Bank Trust National Association, as successor trustee (the
"Trustee"), in the form on file with the City Clerk, is hereby approved. The Mayor is hereby
authorized and directed, for and in the name and on behalf of the City, to execute and deliver the
Supplemental Indenture, and the City Clerk is hereby authorized to attest the signature of the
Mayor, in substantially said form,with such additions thereto or changes therein as are
recommended or approved by the City Administrator or the Director of Administrative Services
(the "Designated Officers")upon consultation with bond counsel to the City,including such
additions or changes as are necessary or advisable in accordance with this Resolution,the
approval of such additions or changes to be conclusively evidenced by the execution and
delivery by the City of the Supplemental Indenture.
Section 3. The Second Amendment to Loan Origination and Servicing Agreement
(the"Second Amendment')between the City, the Trustee,the Credit Bank and the Developer, in
the form on file with the City Clerk, is hereby approved. The Mayor is hereby authorized and
directed, for and in the name and on behalf of the City,to execute and deliver the Second
Amendment, and the City Clerk is hereby authorized to attest the signature of the Mayor, in
substantially said form,with such additions thereto or changes therein as are recommended or
approved by said Designated Officers upon consultation with bond counsel to the City, including
such additions or changes as are necessary or advisable in accordance with this Resolution,the
approval of such additions or changes to be conclusively evidenced by the execution and
delivery by the City of the Second Amendment.
Section 4. The Developer shall be responsible for the payment of all present and
future costs in connection with the issuance of the Obligations and the amendment of the Prior
2
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04/30/99-#1
Resolution 99-31
Bond documents, including,but not limited to, any fees and expenses incurred by the City in
anticipation of the issuance of the Obligations. The payment of the principal, redemption
premium, if any, and purchase price of and interest on the Obligations shall be solely the
responsibility of the Developer. The Obligations shall not constitute a debt or obligation of the
City.
Section 5. This City Council hereby further determines that it is appropriate for the
Authority to issue the Obligations to refinance the acquisition, construction and development of
the Project and hereby approves the issuance of the Obligations by the Authority subject to the
inclusion of the City as a third party beneficiary in the Regulatory Agreement and Declaration of
Restrictive Covenants with respect to the Project to be executed and delivered in connection with
the issuance and delivery of the Obligations. It is the purpose and intent of the City Council that
this resolution constitute approval of the issuance of the Obligations for the purposes of Section
9 of the Agreement.
Section 6. The Designated 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 that
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 approved hereby.
Section 7. The adoption of this Resolution is solely for the purpose of meeting the
requirements of the Code and amending the Prior Bond documents and shall not be construed in
any other manner, the City nor its staff having fully reviewed or considered the financial
feasibility of the refinancing of the Project or the expected operation of the Project with regards
to any State of California statutory requirements, and such adoption shall not obligate,without
further formal action to be taken by this City Council, (i)the City to provide financing to the
Developer for the refinancing of the acquisition, construction and development of the Project or
to issue the Obligations for purposes of such refinancing; or(ii) the City, of or any department of
the City, to approve any application or request for,or take any other action in connection with
the ownership or operation of the Project.
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
regular meeting thereof on the 17th day of May , 1999.
Mayor
ATTESL� APPROVED AS TO FORM:
City Clerk �/p/9 C.t horney ) 1 q9
REVIEWED AND APPROVED: INI TED AND APPR VED:
City Adnfi7nistrator Di ctor of Economic Develop ent
3
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04/30/99-#1
Res. No. 99-31
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH
I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the
City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do
hereby certify that the whole number of members of the City Council of the City of
Huntington Beach is seven; that the foregoing resolution was passed and adopted by
the affirmative vote of at least a majority of all the members of said City Council at a
regular meeting thereof held on the 17th day of May, 1999 by the following vote:
AYES: Bauer, Garofalo, Green, Dettloff, Sullivan
NOES: None
ABSENT: Harman(Julien Out of Room)
ABSTAIN: None
City Clerk and ex-oficio Clerk of the
City Council of the City of Huntington
Beach, California
RECORDINU RhQ JESTED 131
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AND WHEN RECORDED MAIL TO CHICAGO TITLE COMPANY
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THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
(Additional recording fee applies)
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TO BE RECORDED AND UPON RECORDATION RETURN TO:
Jones Hall,A Professional Law Corporation
650 California Street,l8th Floor
San Francisco,CA 94108
ATILT: Thomas A.Downey,Esq.
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REGULATORY AGREEMENT
AND DECLARATION OF RESTRICTIVE COVENANTS
by and among
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY,
as Issuer
and
U.S.BANK TRUST NATIONAL ASSOCIATION,
as Trustee
and
ARCHSTONE CONMR NMES TRUST,
as Borrower
Dated as of June 1,1999
Relating to
Rivermeadows Apartments
Huntington Beach,California
,I
i
TABLE OF CONTENTS
Section 1- Definitions and Interpretation.................................................................................I
Section 2_ Completion of the Project..................................................... .................................4
Section 3. Residential Rental Property.....................................................,..............................5
Section 4. Low Income Tenants.................................................................__..................._-•.....6
Section5- Consideration........................................................................................................8
Section 6- Tax-Exempt Status of the Bonds;Modification of Special Tax Covenants.....................8
Section 7_ Agreement to Record..............................................................................................9
Section8- Reliance.............................................-..................................................................9
Section 9. Project Within the Boundaries of the County..........................................................10
Section 10. Sale or Transfer of the Project................................................................................10
Section11. Term.................................................................. ..--•-----------•...........................10
Section 12. Burden and Benefit...............................................................................................11
'Section 13. Uniformity;Common Plan...........................................................__...................11
Section 14. Enforcement................................................_.....................................................11
Section 15. Estoppel Certificate....................................................................__.... ................12
Section 16- Indemnification....................................................................................................12
Section17_ Amendments.....................................................................................................13
Section18. Notice.................................•-----....-•---..-..-•-------...................................................13
Section19. Severability.............................. ........................................................................13
Section 20. Multiple Counterparts...-.......................................................................................14
Section 21- Limited Liability.................................................................................................14
Section22. The Trustee.......................... .......•-......................................................................14
Section 23. Attorneys Fees._............................................... ...............................................14
Section24. Administrator.......................................................................................................14
Section 25. Payment of Fees................................................................................................15
Section26_ Governing Law..............___..............................................................................15
Section 27. Third Party Beneficiaries...................................--------------.................._------------...---15
Section 28. Limitation of Liability..................................................... ............................Is
EXHIBIT A—LEGAL DESCRIPTION OF PROJECT SITE
EXHIBIT B—CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE
EXHIBIT C—INCOME COMPUTATION AND CERTIFICATION
REGULATORY AGREEMENT
AND DECLARATION OF RESTRICTIVE COVENANTS
THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE
COVENANTS (the'Regulatory Agreement")is made and entered into as of June 1, 1999, by
and among the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY,
a joint exercise of powers agency organized and existing under the laws of the State of .
California,acting on behalf of itself and on behalf of the City of Huntington Beach, a program
participant (the "Issuer"), U.S. BANK TRUST NATIONAL ASSOCIATION, a
nationalbanking association organized under the laws of the United States of America and
authorized to accept and execute trusts of the type contemplated by the Indenture (as herein
defined), as Trustee (the "Trustee"), and ARCHSTONE COMMUNITIES TRUST (formerly
known as Security Capital Pacific Trust), a Maryland real estate investment trust (the
"Borrower"),
WITNESSETH.
WHEREAS,the Issuer is a public body corporate and politic(within the meaning of that
term in the Regulations of the Department of Treasury and the rulings of the Internal Revenue
Service prescribed and promulgated pursuant to the Code(as hereinafter defined);and
WHEREAS,on June 2,199%the Issuer adopted a resolution authorizing the issuance of
its Multifamily Housing Revenue Refunding Bonds (Archstone/Rivermeadows Apartments)
Issue 1999F (the 'Bonds") and the loan of the proceeds thereof to the Borrower to enable the
Borrower to refinance multifamily housing developments, including a 152-unit development
located within the City of Huntington Beach,as further described herein(the "Project"), all for
the public purpose of assisting persons of low income within the area of operation of the Issuer
to obtain decent,safe and sanitary housing;and
WHEREAS,as more specifically set forth herein,the Borrower will rent or lease or will
hold available for rent or occupancy at least twenty percent(20%) of the dwelling units in the
Project to individuals or households of low income,as herein defined,all for the public purpose
of assisting such individuals and families to afford the costs of decent, safe and sanitary
housing;and
WHEREAS,the Act and the Code(each as hereinafter defined),and the regulations and
rulings promulgated with respect thereto,prescribe that the use and operation of the Project be
restricted in certain respects and in order to ensure that the Project will be used and operated in
accordance with said Act, Code, regulations, and rulings, and to that end, the Issuer, the
Trustee and the Borrower have determined to enter into this Regulatory Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set
forth herein,and other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged,the Issuer,the Trustee and the Borrower hereby agree as follows.
Section 1. Definitions and Interpretation. Capitalized terms used herein shall have the
following meanings unless the context in which they are used clearly requires otherwise. Any
capitalized terms used in this Regulatory Agreement and not defined herein shall have the
meaning given such terms in the Indenture.
"Act"means Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the
State of California as in effect at the time of the issuance and delivery of the Prior Bonds.
i
Ij
"Adjusted Income"means the adjusted income of a person together with the adjusted
income of all persons(except children under the age of 18 years)who intend to reside with such
person in one residential unit,as calculated in the manner prescribed in the Code.
"Administrator"means the Issuer,or a substitute or replacement administrator, if any,
appointed by the Issuer,in any case acting as agent of the Issuer in the administration of this
Regulatory Agreement. The initial Administrator shall be Urban Futures,Inc.
"Area"means the Primary Metropolitan Statistical Area in which the Project is located,
as promulgated by HUD.
"Bond Counsel"means any attorney at law or firm of attorneys selected by the Issuer,
of nationally recognized standing in matters pertaining to the federal tax status.of interest on
bonds issued by states and political subdivisions,and duly admitted to practice law before the
highest court of any state of the United States of America,but shall not include counsel for the
Borrower.
"Bondholder" or"holder" or"owner of the Bonds' means the registered owner of any
Bond as shown on the registration books maintained by the Trustee pursuant to the Indenture.
"Bonds" means the California Statewide Communities Development Authority
Multifamily Housing Revenue Refunding Bonds (Archstone/Rivermeadows Apartments) Issue
1999F_
"Borrower"means Archstone Communities Trust(formerly known as Security Capital
Pacific Trust),a Maryland real estate investment trust,and its successors and assigns, and any
surviving,resulting or transferee entity.
"Borrower Representative"means the person or persons(who may be employees of the
Borrower)designated from time to time to act hereunder on behalf of the Borrower in a written
certificate furnished to the Issuer and the Trustee, containing a specimen signature of such
person or persons and signed on behalf of the Borrower by a duly authorized representative of
the Borrower.
"City"means the City of Huntington Beach,California.
"Code" means the Internal Revenue Code of 1986 (Internal Revenue Code of 1954, as
amended(herein the"1954 Code")and the Internal Revenue Code of 1986, as amended(herein
the"1986 Code"),in each case to the extent made applicable to matters relating to the Bonds
and the Project by Section 1313(a) of the Tax Reform Act of 1986), and with respect to a
specific section thereof such reference shall be deemed to include(a) the applicable regulations
promulgated or proposed under such section or any previous corresponding section, (b) any
successor provision of similar import hereafter enacted, (c) any corresponding provision of any
subsequent Internal Revenue Code and(d) the applicable regulations promulgated or proposed
under the provisions described in(b)and(c).
"Coup "means the County of Orange,California.
"Indenture"means the Indenture of Trust,dated as of June 1, 1999, between the Issuer
and the Trustee,as originally executed or as it may from time to time be amended in accordance
with its terms.
"Issue Date"means the date on which the Bonds are first issued,being June 29,1999.
"issuer"means the California Statewide Communities Development Authority, and its
successors or assigns..
"Loan" means the loan made by the Issuer to the Borrower pursuant to the Loan
Agreement for the purpose of refinancing the Project.
"Loan Agreement"means the Loan Agreement,dated as of June 1, 1999, between, the
Issuer and the Borrower,as originally executed or as it may from time to time be supplemented
or amended.
"Low Income Tenants" means individuals or families, on the basis of the "Income
Computation and Certification" attached hereto as Exhibit C and incorporated by referenced
herein as certified by such individual or family,who have an Adjusted Income which does not
exceed eighty percent(80%)of the Median Income for the Area.
"Low Income Units" means the dwelling units in the Project designated for occupancy
by Low Income Tenants pursuant to Section 4.
"Median Income for the Area" means the median income for the Area as most recently
determined by the Secretary of the Treasury (which determination is required by Code Section
142(d)(2)(B)to be consistent with determinations of area median gross income under Section 8
of the United States Housing Act of 1937, or, if such program is terminated, under such
program as in affect immediately before such termination).
"Prior Bonds" means City of Huntington Beach Variable Rate Demand Multifamily
Housing Revenue Bonds (Household Bank, F.S.B./Rivermeadows Apartments Project), 1985
Series B issued in the original aggregate principal amount of$10,000,000.
"Prior Regulatory Agreement" means the Regulatory Agreement and Declaration of
Restrictive Covenants,dated as of October 1, 1985, by and among the City, Household Bank,
f.s.b.and Rivermeadows Apartments,a California limited partnership.
"Prg ect"means the Project Facilities and the Project Site_
"Project Facilities"means the multifamily rental housing development consisting of 152
units, including structures, buildings, fixtures or equipment, as it may at any time exist, the
acquisition,rehabilitation and development of which facilities are to be financed or refinanced
from the proceeds of the sale of the Bonds and any structures,buildings,fixtures or equipment
acquired in substitution for,as a renewal or replacement of,or a modification or improvement
to,all or any part of such facilities.
"Project Loan Documents" means, collectively, the Loan Agreement and all other
documents related to the Loan executed by the Borrower.
"Project Site" means the parcel of real property described in Exhibit "A" which is
attached hereto, and incorporated by reference herein, and all rights and appurtenances
thereunto appertaining.
"Qualified Project Period" means the period beginning on the first day on which ten
percent of the dwelling units in the Project were occupied,and ending on the later of: (a) the
date which is ten years after the date on which fifty percent(50%) of the dwelling units in the
Project were occupied;(b)the date which is a qualified number of days after the date on which
an of the dwelling units in the Project were i he to on which an assistance
y g 1 occupied; (c) t date y
3
jil,!
provided with respect to the Project under Section 8 of the United States Housing Act of 1937
terminates;or(d)the date on which tax-exempt bonds issued with respect to the Project are no
longer outstanding. For purposes of clause (b), the term "qualified number of days" means,
with respect to the Bonds,fifty percent(50%)of the total number of days comprising the period
from the date of issuance of the Prior Bonds to the maturity date of the Bonds.
"Re ations" or "Treasures Regulations" means the Income Tax Regulations
promulgated by the Department of the Treasury pursuant to the Code from time to time,as the
same may be in effect at the time in question.
"Re atory Agreement" means this Regulatory Agreement and Declaration of
Restrictive Covenants,dated as of June 1,1999,among the Issuer,the Trustee and the Borrower.
"State"means the State of California.
"Trustee"means the entity acting as trustee under the Indenture.
Such capitalized terms as are not defined herein shall have the meanings ascribed to
them in the Indenture.
Unless the context clearly requires otherwise,words of the masculine,feminine or neuter
gender shall be construed to include each other gender when appropriate and words of the
singular number shall be construed to include the plural number and vice versa, when
appropriate.All the terms and provisions hereof shall be construed to effectuate the purposes
set forth in this Regulatory Agreement and to sustain the validity hereof.
The titles and headings of the sections of this Regulatory Agreement have been inserted
for convenience of reference only,are not to be considered a part hereof and shall not in any
way modify or restrict any of the terms or provisions hereof or be considered or given any effect
in construing this document or any provision hereof or in ascertaining intent,if any question of
intent shall arise.
Section 2. Completion of the Project_ The Borrower hereby represents, as of the date
hereof,and covenants,warrants and agrees as follows:
(a) The statements made in the various certificates delivered by the Borrower
to the Issuer and/or the Trustee are true and correct in all material respects.
(b) Money on deposit in any fund or account in connection with the Bonds,
whether or not such money was derived from other sources, shall not be used by or
under the direction of the Borrower,in a manner which would cause the Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Code, and the Borrower
specifically agrees that the investment of money in any such fund shall be restricted as
may be necessary to prevent the Bonds from being"arbitrage bonds"under the Code.
(c) The Borrower(and any person related to it within the meaning of Section
147(a)of the Code)will not purchase and hold any Bonds pursuant to any arrangement,
formal or informal,and will not take or omit to take,as is applicable,any other action if
such action or omission would in any way cause the proceeds from the sale of the Bonds
to be applied in a manner contrary to the requirements of the Indenture, the Loan
Agreement or this Regulatory Agreement.
4
(d) No default by the Borrower in the performance or observance of any
material covenant, agreement or obligation of the Borrower set forth in the Prior
Regulatory Agreement has occurred or is continuing as of the Issue Date.
(e) The Project has been operated during Borrower's period of ownership, l
prior to the Bond Issuance Date, in a manner consistent with the Prior Regulatory
Agreement. The Borrower is not now in default under the Prior Regulatory Agreement.
l
Section 3. Residential Rental Property. The Borrower hereby acknowledges and agrees
that the Project is owned, managed and operated as a "qualified residential rental project'
(within the meaning of Section 142(d)of the Code)until the expiration of the Qualified Project
Period. To that end, and for the term of this Regulatory Agreement, the Borrower hereby
represents,as of the date hereof,and covenants,warrants and agrees as follows:
(a) The Project has been acquired by the Borrower for the purpose of providing
multifamily residential rental property, and the Borrower shall own, manage and
operate the Project as a project to provide multifamily residential rental property
comprised of a building or structure or several interrelated buildings or structures,
together with any functionally related and subordinate facilities, and no other facilities,
in accordance with applicable provisions of Section 142(d) of the Code and Section
1.103-8(b)of the Regulations,and the Act,and in accordance with such requirements as
may be imposed thereby on the Project from time to time.
(b)All of the dwelling units in the Project are similarly constructed units,and, to
the extent required by the Code and the Regulations, each dwelling unit in the Project
contains complete separate and distinct facilities for living,sleeping,eating,cooking and
sanitation for a single person or a family, including a sleeping area, bathing and
sanitation facilities and cooking facilities equipped with a cooking range, refrigerator
and sink.
(c) None of the dwelling units in the Project will at any time be utilized on a
transient basis, or will ever be used as a hotel, motel, dormitory, fraternity house,
sorority house,rooming house,nursing home,hospital, sanitarium,rest home,retirement
house or trailer court or park.
(d) No part of the Project will at any time be owned by a cooperative housing
corporation,nor shall the Borrower take any steps in connection with a conversion to
such ownership or uses. Other than obtaining a final subdivision map on the Project
and a Final Subdivision Public Report from the California Department of Real Estate,
the Borrower shall not take any steps in connection with a conversion of the Project to a
condominium ownership except with the prior written approving opinion of Bond
Counsel that the interest on the Bonds will not become includable in gross income for
federal income tax purposes thereby under Section 103 of the Code.
(e) All of the dwelling units in the Project will be available for rental on a
continuous basis to members of the general public and the Borrower will not give
preference to any particular class or group in renting the dwelling units in the Project,
except to the extent that dwelling units are required to be leased or rented to Low
Income Tenants.
The Site consists of a parcel or parcels that are contiguous except for the
(� P P �' P
interposition of a road,street or stream,and all of the Project Facilities comprise a single
geographically and functionally integrated project for residential rental property, as
evidenced by the ownership,management,accounting and operation of the Project.
5 I'
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(g) No dwelling unit in the Project shall be occupied by the Borrower.
Notwithstanding the foregoing, this subsection shall not be construed to prohibit
occupancy of dwelling units by one or more resident managers or maintenance personnel
any of whom may be the Borrower or other administrative personnel;provided that the
number of such managers or maintenance personnel is not unreasonable given industry
standards in the area for the number of dwelling units in the Project.
(h)Should involuntary noncompliance with the provisions of Section 1.103-8(b)
of the Regulations be caused by fire,seizure,requisition,foreclosure,transfer of title by
deed in lieu of foreclosure,change in a federal law or an action of a federal agency after
the Issue Date which prevents the Issuer from enforcing the requirements of the
Regulations,or condemnation or similar event, the Borrower covenants that, within a
"reasonable period"determined in accordance with the Regulations,it will either prepay
the Loan or apply any proceeds received as a result of any of the preceding events to
reconstruct the Project to meet the requirements of Section 142(d) of the Code and the
Regulations.
(i)The Borrower shall not discriminate on the basis of race, creed, color, sex,
source of income(e.g. AFDC, SSI), physical disability, age, national origin or marital
status in the rental, lease, use or occupancy of the Project or in connection with the
employment or application for employment of persons for the rehabilitation, operation
and management of the Project.
(j) The Borrower shall provide competent and responsible management for the
Project by employees of Borrower or an affiliate of Borrower,or a management company
and pursuant to a written management agreement, satisfactory to the Issuer. The
Borrower shall not enter into any management agreement or arrangement with any other
party with respect to the management of the Project without the Issuer's prior written
consent, such consent not to be unreasonably withheld. The Borrower shall not
materially modify,amend or terminate any approved management agreement without
the Issuers prior written consent,which consent will not be unreasonably withheld.
Section 4. Low Income Tenants. Pursuant to the requirements of the Code and the Act,
the Borrower hereby represents,warrants and covenants that throughout the Qualified Project
Period:
A.Low Income Units.
(i)From and after the Issue Date and throughout the term of the Qualified
Project Period,not less than 20 percent of the completed units in the Project shall
be occupied(or held vacant and available for immediate occupancy)at all times
by Low Income Tenants. The Borrower hereby covenants to use its best efforts to
comply with the provisions of the immediately preceding sentence as soon as
practicable; provided, however, compliance with such provisions shall be
achieved no later than one year from the date of execution hereof.
(ii)The Borrower will designate such units and will make any revisions to
such designations(which revisions the Borrower may make from time to time at
its sole option,provided that the requirements hereof are met on a continuous
basis)by delivery of an appropriate certificate to the Issuer_
(iii) The Borrower shall advise the Administrator of the status of the
occupancy of the Project on a quarterly basis for the term of this Regulatory
Agreement by delivering a Certification of Continuing Program Compliance (in
the form attached hereto as Exhibit B) each January 1, April 1, July 1, and
October 1. Moreover,a unit occupied by a Low Income Tenant shall be deemed
occupied by a Low Income Tenant from the date first occupied by such Low
Income Tenant until reoccupied,other than for a temporary perriod not in excess
of 31 days,at which time the character of the unit shall be redetermined. A unit
occupied by a Low Income Tenant shall be treated as occupied by a Low Income
Tenant during the tenancy of such person or family, even though they may
subsequently cease to be a Low Income Tenant.
(iv) The Low Income Units will be intermingled with all other dwelling
units in the Project and shall be of a quality, and offer a range of sizes and
number of bedrooms, comparable to those units which are available to other
tenants.Tenants in the Low Income Units shall have equal access and enjoyment
to all common facilities of the Project.
B.The Borrower will obtain, complete and maintain on file income certifications
from each Low Income Tenant dated immediately prior to the initial occupancy of such
Low Income Tenant in the Project,in substantially the form set forth in Exhibit C hereto
and will provide such additional information as may be required in the future by the
State of California,the Issuer and the Administrator and by the Code, as the same may
be amended from time to time,or in such other form and manner as may be required by
applicable rules, rulings,policies, procedures, Regulations or other official statements
now or hereafter promulgated,proposed or made by the Department of the Treasury or
the Internal Revenue Service with respect to obligations issued under the Code. A copy
of each such income certification will be attached to the quarterly Certificate of
Continuing Program Compliance filed with the Administrator pursuant to this Section 4.
The Borrower shall make a good faith effort to verify that the income provided by an
applicant in an income certification is accurate by taking one or more of the following
steps as a part of the verification process:(i) obtain a pay stub for the most recent pay
period, (ii)obtain an income tax return for the most recent tax year, (iii) contact the
applicant's current employer, or (iv) obtain other independent written evidence of
annual income, including statements of social security payments or other forms of
governmental assistance.
On or prior to June 1 of each year commencing June 1, 2000 (or on such other
dates or at other intervals as may be permitted by the Issuer), the Borrower shall file
with the Administrator a complete and updated Income Computation and Certification j
form for each Low Income Tenant residing in the Project.
C. The Borrower will maintain a list of persons who have submitted an
application to the Borrower of their desire to rent a unit in the Project and paid the
application fee, and who have Adjusted Incomes which would qualify them as Low i
Income Tenants.
D. The Borrower will maintain complete and accurate records pertaining to the
Low Income Units,and will permit any duly authorized representative of the Issuer,the
Administrator,the Department of the Treasury or the Internal Revenue Service to inspect
the books and records of the Borrower pertaining to the Project, including those records
pertaining to the occupancy of the Low Income Units,upon not less than forty-eight(48)
hours advance written notice.
E. The Borrower shall accept as tenants on the same basis as all other
prospective tenants,persons who are recipients of federal certificates for rent subsidies
7
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III
pursuant to the existing program under Section 8 of the United States Housing Act of
1937, or its successor. The Borrower shall not apply selection criteria to Section 8
certificate holders that are more burdensome than criteria applied to all other
prospective tenants.
F.Each lease pertaining to a Low Income Unit shall contain a provision to the
effect that the Borrower has relied on the income certification and supporting
information supplied by the Low Income Tenant in determining qualification for
occupancy of the Low Income Unit, and that any material misstatement in such
certification(whether or not intentional)will be cause for immediate termination of such
Iease.
Section S. Consideration. The Issuer has issued the Bonds to provide funds to make the
Loan to provide refinancing for the Project, all for the purpose,among others,of inducing the
Borrower to acquire and operate the Project. In consideration of the issuance of the Bonds by
the Issuer,the Borrower has entered into this Regulatory Agreement and has agreed to restrict
the uses to which the Project can be put for the term hereof.
Section 6. Tax-Exempt Status of the Bonds;Modification of Special Tax Covenants.
A. Tax-Exempt Status of the Bonds: The Borrower and the Issuer each hereby
represents,warrants and agrees that:
1. It will not knowingly take or permit or omit to take or cause to be taken,
as is appropriate,any action that would adversely affect either the exclusion from gross
income under federal tax law or the exemption from California personal income taxation
of the interest on the Bonds and,if it should take or permit,or omit to take or cause to
be taken,any such action, it will take all lawful actions necessary to rescind or correct
such actions or omissions promptly upon obtaining knowledge thereof;
2. It will take such action or actions as may be necessary, in the written
Opinion of Bond Counsel filed with the Issuer, the Borrower and the Trustee, (i) to
comply fully with all applicable rules,rulings,policies,procedures,regulations or other
official statements promulgated,proposed or made by the Department of the Treasury
or the Internal Revenue Service pertaining to obligations issued under the Code,and (ii)
to comply with any applicable requirements of the Act and the Code;and
3. It will file of record such documents and take such other steps as are
necessary,in the written Opinion of Bond Counsel filed with the Issuer, the Borrower
and the Trustee, in order to insure that the requirements and restrictions of this
Regulatory Agreement will be binding upon all owners of the Project.
The Borrower hereby covenants to reference this Regulatory Agreement in any
documents transferring any interest(other than a leasehold interest in individual units)
in the Project to another person to the end that such transferee has notice of, and is
bound by,such restrictions,and to obtain the agreement from any transferee to abide to
all requirements and restrictions of this Regulatory Agreement.
B. Modification of Special Tax Covenants. The Borrower, the Trustee and the
Issuer hereby agree as follows:
1. To the extent any final regulations or any amendments to the Code, in the
written Opinion of Bond Counsel filed with the Issuer and the Trustee, imposes
requirements upon the ownership or operation of the Project more restrictive than those
8
imposed by this Regulatory Agreement, this Regulatory Agreement shall be deemed
automatically amended in accordance with paragraph 3 of this Section 6.B. to impose
such additional or more restrictive requirements_
2. To the extent any final regulations or any amendments to the Code, in the
written Opinion of Bond Counsel filed with the Issuer and the Trustee, imposes 1
requirements upon the ownership or operation of the Project less restrictive than those
imposed by this Regulatory Agreement,this Regulatory Agreement shall,with the written
consent of the Issuer (which consent shall be in the sole discretion of the Issuer), be
amended in accordance with paragraph 3 of this Section 6.B. to provide such less
restrictive requirements.
3. The Borrower,the Issuer and, if applicable, the Trustee will execute, deliver
and, if applicable, file of record any and all documents and instruments, necessary to
effectuate amendments required or permitted by this Section 6.B.,and the Borrower and
the Issuer each hereby appoints the Trustee as its true and lawful attorney-in-fact to
execute,deliver and,if applicable,file of record on behalf of the Borrower or the Issuer,
as is applicable,any such document or instrument(in such form as may be approved in
writing by Bond Counsel)if either the Borrower or the Issuer defaults in the performance
of its obligation under this subsection 6.13.3.; provided, however, that the Trustee will
take no action under this subsection 6.B.3.without first being requested to do so by the
Issuer or the Borrower and without first notifying the Borrower, the Issuer, or both of
them,as is applicable,of its intention to take such action and providing the Borrower or j
the Issuer,or both, as is applicable, the time required to reasonably comply with the
requirements of this Section 6.B.
Section 7. Agreement to Record. The Borrower hereby represents, warrants and
covenants that it will cause this Regulatory Agreement to be recorded in the real property
records of the Recorder's-office of the County,and in such other places as the Administrator,
the Issuer or the Trustee may reasonably request. The Borrower shall pay all fees and charges
incurred in connection with any such recording_ Upon recordation of this Regulatory
Agreement, this Regulatory Agreement will replace and supersede the Prior Regulatory
Agreement.
Section 8. Reliance. The Issuer and the Borrower hereby recognize and agree that the
representations and covenants set forth herein may be relied upon by the Trustee, the Issuer,the
Borrower and the owners of the Bonds. In performing their duties and obligations hereunder,
the Issuer,the Administrator and the Trustee may rely upon statements and certificates of the
Borrower, Low Income Tenants and upon audits of the books and records of the Borrower
pertaining to occupancy and rental of the Project. hi performing its duties hereunder, the
Borrower may rely on the Income Computation and Certifications and any verifications in
support thereof unless the Borrower has actual knowledge that such Certificates or verifications
are inaccurate. In addition, the Issuer,the Administrator, the Trustee and the Borrower may
consult with Bond Counsel, and the Opinion of Bond Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by the Issuer, the
Administrator,the Trustee or the Borrower hereunder in good faith and in conformity with such
opinion. In determining whether any default or lack of compliance by the Borrower exists under
this Regulatory Agreement, neither the Trustee nor the Issuer (or the Administrator) shall be
required to conduct any investigation into or review of the operations or records of the Borrower
and may rely solely on any notice or certificate delivered to the Trustee,the Administrator or
the Issuer by the Borrower,the Issuer or the Administrator with respect to the occurrence or
absence of a default.
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Section 9. Project Within the Boundaries of the City. The Borrower hereby represents
and warrants that the Project is located entirely within the boundaries of the City of Huntington
Beach,a Program Participant of the Issuer.
Section 10. Sale or Transfer of the Project. The Borrower hereby covenants and agrees
not to voluntarily sell,transfer or otherwise dispose of the Project or any portion thereof(other
than for individual tenant use as contemplated hereunder),without obtaining the prior written
consent of the Issuer. Such consent shall be given by the Issuer upon compliance by the
Borrower with the following (i) delivery by the Borrower or transferee to the Issuer and the
Trustee of reasonable evidence satisfactory in the form of all instruments of assumption to the
Issuer that the Borrower's purchaser or transferee has assumed in writing and in full, and is
reasonably capable of performing and complying with, the Borrower's duties and obligations
under this Regulatory Agreement and the Loan Agreement (ii)delivery by the Borrower or
transferee to the Issuer and the Trustee of an opinion of counsel from the date of such
assumption of the transferee,addressed to the Issuer,the Trustee,that the transferee has duly
assumed the obligations of the Borrower under this Regulatory Agreement and the Loan
Agreement,and that such obligations and this Regulatory Agreement,the Loan Agreement are
legal,valid and binding obligations of the transferee,(iii)delivery by the Borrower to the Issuer,
with a copy to the Trustee,of a certificate of a Borrower Representative to the effect that no
default has occurred and is continuing under this Regulatory Agreement or the Loan Agreement,
and (iv)delivery by the Borrower or transferee to the Issuer of evidence that all fees due the
Issuer, the Administrator and the Trustee under the Loan Agreement and the Indenture are
current. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition
of the Project in violation of this section shall be null, void and without effect, shall cause a
reversion of title to the Borrower, and shall be ineffective to relieve the Borrower of its
obligations under this Regulatory Agreement. Nothing contained in this Section shall affect any
provision of any other document or instrument between the Borrower and the Issuer or the
Trustee,which requires the Borrower to obtain the consent of the Issuer,the Bondowners or the
Trustee as a precondition to sale,transfer or other disposition of the Project or which gives the
Issuer or the Trustee the right to accelerate the maturity of the Loan, or to take some other
similar action with respect to the Loan upon the sale, transfer or other disposition of the
Project. Upon any such permitted sale or transfer of the Project under this Section,the selling
or transferring entity shall be deemed released from its future obligations under the Regulatory
Agreement but not from liability for past actions or inactions with respect to its obligations
under the Regulatory Agreement.
Section 11. Term. This Regulatory Agreement shall become effective upon its execution
and delivery. This Regulatory Agreement shall remain in full force and effect for a term and
period equal to the Qualified Project Period,it being expressly agreed and understood that the
provisions hereof are intended to survive the retirement of the Bonds and the Loan. The terms
of this Regulatory Agreement to the contrary notwithstanding,this Regulatory Agreement,and
all and several of the terms hereof,shall terminate and be of no further force and effect in the
event of (i)(a) involuntary noncompliance with the provisions of this Regulatory Agreement
caused by a foreclosure by the Trustee of the lien of a deed of trust on the Project,or delivery of
a deed in lieu of foreclosure, pursuant to which the Trustee or a purchaser or transferee
pursuant to such foreclosure shall take possession of the Project or (b) involuntary
noncompliance with the provisions of this Regulatory Agreement caused by fire, seizure, or
requisition,or change in a Federal law or an action of a federal agency after the date hereof
which prevents the Issuer and the Trustee from enforcing the provisions hereof,or condemnation
or similar event and (ii) the payment in full and retirement of the Bonds prior to such
involuntary noncompliance or within a reasonable period thereafter; provided,however, that
the preceding provisions of this sentence shall cease to apply and the restrictions contained
herein shall be reinstated if,at any time subsequent to the termination of such provisions as the
result of the foreclosure of the lien of a deed of trust or the delivery of a deed in lieu of
10
foreclosure or a similar event,the Borrower or any "related person' (within the meaning of the
Code)obtains an ownership interest in the Project for Federal income tax purposes. Upon the
termination of all and several of the terms of this Regulatory Agreement,the parties hereto agree
to execute,deliver and record appropriate instruments of release and discharge of the terms
hereof;provided, however, that the execution and delivery of such instruments shall not be
necessary or a prerequisite to the termination of this Regulatory Agreement in accordance with j
its terms.
Section 12. Burden and Benefit. The Issuer and the Borrower hereby declare their
understanding and intent that the burden of the covenants set forth herein touch and concern
the Project Site in that the Borrower's legal interest in the Project is rendered less valuable
thereby.
'II
The Issuer and the Borrower hereby declare their understanding and intent that the
covenants,reservations and restrictions set forth herein directly benefit the land(i)by enhancing
and increasing the enjoyment and use of the Project by certain Low Income Tenants, (ii) by
making possible the obtaining of advantageous financing for the Project, and (iii)by furthering
the public purposes for which the Bonds were issued_
Section 13. Uniformity; Common Plan. The covenants, reservations and restrictions
hereof shall apply uniformly to the entire Project in order to establish and carry out a common
plan for the use,development and improvement of the Project Site.
Section 14. Enforcement. If the Borrower defaults in the performance or observance of
any covenant,agreement or obligation of the Borrower set forth in this Regulatory Agreement
dill
and such default remains uncured for a period of sixty(60)days after notice thereof is given by
the Issuer,the Administrator or the Trustee to the Borrower, then the Issuer, or upon written
direction of the Issuer,the Trustee on behalf of the Issuer, may take any one or more of the
following steps:
A. By mandamus or other suit, action or proceeding at law or in equity,
require the Borrower to perform its obligations under this Regulatory Agreement, or
enjoin any acts or things which may be unlawful or in violation of the rights of the Issuer,
the Administrator or the Trustee hereunder;
B. Have access to,and inspect,examine and make copies of all of the books
and records of the Borrower pertaining to the Project;
C. Take such other action at law or in equity as may appear necessary or
desirable to enforce the obligations, covenants and agreements of the Borrower under
this Regulatory Agreement;or
D. Subject to the terms of the Indenture and the Loan Agreement,require the
Trustee to declare a default under the Loan Agreement,to accelerate the Loan, and to
proceed to redeem the Bonds in accordance with the Indenture;
I�
provided,however,if the default is such that it can be cured,but not within sixty(60)days, the l
Borrower shall be entitled to a greater period of time to cure such default with the consent of the
Issuer, which shall not be unreasonably withheld, in no event to exceed 6 months, if the
a Borrower proceeds with due diligence to cure said default and, prior to the end of the initial
sixty(60)day period,delivers to the Issuer and the Trustee an Opinion of Bond Counsel to the
effect that the failure to cure said default within said sixty(60)day period and the extension of
the time to cure of up to 6 months will not adversely affect the continued exclusion from gross
income of interest on the Bonds for federal tax purposes.
I1
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The Trustee shall have the right,in accordance with this Section 14 and the provisions of
the Indenture,without the consent or approval of the Issuer,to exercise any or all of the rights
or remedies of the Issuer hereunder and to exercise such rights and remedies within such shorter
period of time as may be required to ensure compliance with the Code;provided that prior to
taking any such act the Trustee shall give the Issuer reasonable written notice,which shall not be
less than thirty(30)days in advance of its intended action. All fees, costs and expenses of the
Trustee incurred in taking any action pursuant to this Section 14 shall be the sole responsibility
of the Borrower,and the Trustee shall not be obligated to take any action under this Section 14
whereby it incurs any expense or liability prior to its receipt of indemnity satisfactory to it in
accordance with the Indenture.
After the Indenture has been discharged,the Issuer may act on its own behalf to declare
an "Event of Default" hereunder and to exercise any of the enforcement remedies set forth
above to the same extent and with the same effect as if taken by the Trustee.
Section 15. Estoppel Certificate. The Issuer and the Trustee agree,upon the reasonable
request of the Borrower or its successor in interest, to promptly execute and deliver to the
Borrower or its successor in interest or to any potential or actual purchaser, mortgagor or
encumbrance of the Project,a written certificate stating,if the same be true, that the Issuer and
the Trustee have no knowledge of any violation or default of the Borrower of any of its
covenants hereunder,or if there are such violations or defaults,the nature of the same.
Section 16. Indemnification. The Borrower shall indemnify,hold harmless and defend
the Issuer, the Administrator, if not the Issuer (the "Issuer Indemnitee") and the Trustee,
including for such purposes, their respective officers, members, commissioners, directors,
officials, employees and agents, and with respect to the Issuer, the applicable program
participant, from and against all loss, claims, liabilities, obligations, damages, penalties,
litigation,suits,judgments,costs,charges and expenses(including without limitation reasonable
attorneys,accounting,consulting,engineering,and other fees and expenses, litigation and court
costs, amounts paid in settlement and amounts paid to discharge judgments), imposed on,
incurred by or asserted against the Issuer Indemnitee or the Trustee and arising from,resulting
from,or in any way connected with or related to (i) any cause whatsoever in connection with
the approval of tax-exempt financing for the Project or the making or administration of the
Loan; (ii) any act or omission of the Borrower or any of its agents, servants, employees or
licensees, in connection with the Loan or the Project; (iii) the operation, use, occupancy,
maintenance,or ownership of the Project(including compliance with laws,ordinances and rules
and regulations of public authorities relating thereto); (iv) the Trustee's acceptance or
administration of the trusts under and/or the Issuer's execution of the Indenture, the Loan
Agreement or this Regulatory Agreement,or the exercise or performance by Issuer Indemnitee of
any powers or duties under the Indenture,the Loan Agreement or this Regulatory Agreement,or
(v) the issuance of any Bonds or the refunding of the Prior Bonds or any certifications or
representations of the Borrower made in connection therewith and the carrying out of any of the
transactions contemplated by the Bonds and this Regulatory Agreement, provided, however,
that this provision shall not require the Borrower to indemnify the Issuer Indemnitee or the
Trustee from any claims,costs,fees,expenses or liabilities arising from the willful misconduct of
the Issuer Indemnitee or the willful misconduct or negligence of the Trustee,as applicable. The
indemnity provided in this Section shall include within its scope,without limitation:any and all
active or passive negligence on the part of Issuer Indemnitee(other than willful misconduct)or
any claims of combined negligence on the part of Issuer Indemnitee and Borrower,to the extent
Issuer Indemnitee is not prohibited by law from contracting for indemnification against such
active, passive or combined negligent conduct; any claims for wrongful death; any vicarious
liability imposed upon the Issuer Indemnitee;and any liability imposed by law on the Issuer
Indemnitee or the Trustee on a strict liability theory or pursuant to any local, state or federal
12
environmental statute, regulation or law; and the Borrower expressly acknowledges that the
scope of its obligation to indemnify, hold harmless and defend the Issuer extends to and j
includes all loss, costs, damages, expenses, suits, judgments, actions and liabilities of
whatsoever nature arising out of or related to the Issuers obligations, liabilities and/or
responsibilities with respect to the Americans with Disabilities Act of 1990, as amended,(the
"ADA")insofar as they relate to the Project or arise out of the Issuer's issuance of the Bonds,
including,but not limited to, any claim that the Project is inaccessible to or that the Borrower
discriminates against disabled individuals;it being expressly agreed by the Borrower that the
issuance of the Bonds and/or the making of the Loan are not willful misconduct excusing the
Borrower from its indemnification obligations with respect to the Issuer's potential ADA
Iiability. It is the express intention of the parties that Borrower shall indemnify Issuer
Indemnitee and the Trustee against any and all such liability hereunder,and that the foregoing
indemnification with respect to the Borrower shall survive the termination of this Regulatory
Agreement.
The Borrower also shall pay and discharge and shall indemnify and hold harmless the
Issuer Indemnitee and the Trustee from any taxes(including,without limitation,any ad valorem
taxes and sales taxes),assessments,impositions and other charges in respect of the Project (not
to include any income taxes applicable to the fees and expenses of the Trustee).
o
In the event that any action or proceeding is brought against the Issuer Indemnitee or the
Trustee with respect to which indemnity may be sought hereunder,the Borrower,upon written
notice from the indemnified party,shall assume the investigation and defense thereof,including
the employment of counsel selected by the Borrower and reasonably acceptable to the
indemnified party and the payment of all expenses related thereto. The Issuer Indemnitee or the
Trustee,as applicable, shall have the right to retain separate defense counsel at the sole cost
and expense of Borrower,upon such indemnitee's reasonable determination that such separate
counsel is necessary to provide such indemnified party with an adequate defense to any such
action or proceeding.
In addition thereto,the Borrower will pay upon demand all of the fees and expenses
paid or incurred by the Issuer Indemnitee or the Trustee in enforcing the provisions hereof.
Section 17. Amendments. This Regulatory Agreement may be amended only by a
written instrument executed by the parties hereto or their successors in title, and duly recorded
in the real property records of the County Recorder of the County.
Section 18. Notice. Any notice required to be given hereunder shall be given by certified
or registered mail,postage prepaid, return receipt requested,at the addresses specified in the
Indenture,or at such other addresses as may be specified in writing by the parties hereto.
Section 19. Severability. If any provision of this Regulatory Agreement shall be invalid,
illegal or unenforceable,the validity,legality and enforceability of the remaining portions hereof
shall not in any way be affected or impaired thereby.
Section 20. Multiple Counterparts. This Regulatory Agreement may be simultaneously
executed in multiple counterparts, all of which shall constitute one and the same instrument
and each of which shall be deemed to be an original.
Section 21. Limited Liability. All obligations of the Issuer incurred hereunder shall be
limited special obligations,payable solely and only from Bond proceeds and amounts derived
by the Issuer under the Loan Agreement.The Issuer shall have no responsibility to monitor the
Borrower's compliance with the terms of this Regulatory Agreement.
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Section 22. The Trustee. The Trustee may act as specifically provided herein and in the
Indenture. The Trustee shalt act as the agent of and on behalf of the Issuer when requested in
writing to do so and any act required to be performed by the Issuer as herein provided shall be
deemed taken if such act is performed by the Trustee. The Trustee is entering into this
Regulatory Agreement solely in its capacity as Trustee under the Indenture and the duties,
powers and liabilities of the Trustee in acting hereunder shall be subject to the provisions of the
Indenture,including,without limitation,the provisions of Article VIII thereof.
The Trustee shall have no responsibility to monitor the Borrower's compliance with the
terms of this Regulatory Agreement. In determining whether any default or lack of compliance
by the Borrower exists under this Regulatory Agreement, the Trustee shall not be required to
conduct any investigation into or review of the operations or records of the Borrower_ However,
if a responsible officer of the Trustee has actual knowledge of non-compliance or default
hereunder,the Trustee shall immediately notify the Issuer and the Administrator of any non-
compliance or default hereunder. The Administrator and/or the Issuer will notify the Trustee if,
in its review of the Borrower's certifications and notices hereunder,it shall discover a default by
the Borrower hereunder.
After the date on which no Bonds remain outstanding as provided in the Indenture,the
Trustee shall have no duties or responsibilities under this Regulatory Agreement, and all
references herein to the Trustee shall be deemed references to the Issuer.
Section 23. Attorney's Fees. In case any action at law or in equity,including an action
for declaratory relief, is brought against the Borrower to enforce the provisions of this
Regulatory Agreement, the Borrower agrees to pay reasonable attorney's fees and other
reasonable expenses incurred by the Issuer,the Trustee and/or the Administrator in connection
with such action.
Section 24. Administrator. In its sole discretion, the Issuer may appoint an
Administrator to serve on its behalf in enforcing and monitoring the Borrower's compliance with
its obligations hereunder.In connection with the appointment of any such Administrator, the
Borrower agrees, if requested, that it will enter into an administration agreement with such
Administrator and the Borrower hereby agrees to pay any compensation due to any such
Administrator with respect to the monitoring of the Borrower's compliance with the provisions
of this Agreement. The Issuer hereby appoints Urban Futures,Inc.as the initial Administrator,
who shall administer the Project pursuant to the provisions hereof and of the Master
Administration Agreement dated as of March 1, 1999, by and between the Issuer and the
Administrator.
Section 25. Payment of Fees. Notwithstanding any prepayment of the Loan and
notwithstanding a discharge of the Indenture,throughout the term of this Regulatory Agreement,
the Borrower shall continue to pay to the Issuer its administrative fee described below and in
the event of default,to the Issuer and to the Trustee reasonable compensation for any services
rendered by either of them hereunder and reimbursement for all expenses reasonably incurred by
either of them in connection therewith.
The Borrower shall pay to the Trustee for remittance to the Issuer an annual
administrative fee shall be paid to the Issuer, in an annual amount equal to 15/100 of one
percent(.15%)of the original principal amount of the Bonds,payable in twelve equal monthly
installments in arrears,commencing August 1, 1999. The fee of the Issuer referenced in this
section shall in no way limit amounts payable by the Borrower under Section 16 or 23 hereof,or
arising in connection with the Issuer's or Trustee's enforcement of the provisions of this
Regulatory Agreement.
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In the event that the Bonds are redeemed in part or in full prior to the end of the term of
this Regulatory Agreement, the Issuer's fee for the remainder of the term of this Regulatory
Agreement, at the option of the Issuer, shall be paid by the Borrower at the time of the j
redemption of the Bonds and shall be a lump sum amount equal to the present value(based on
a discount rate equal to the bond rate as defined by the Issuer at the time of redemption)of the
Issuer's fee for the number of years remaining under this Regulatory Agreement.
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After the date on which no Bonds remain outstanding,as provided in the Indenture,the
Trustee shall no longer have any duties or responsibilities under this Regulatory Agreement and j
all references to the Trustee in this Regulatory Agreement shall be deemed references to the
Issuer.
Section 26. Governing Law. This Regulatory Agreement shall be governed by the laws of
the State of California.
Section 27. Third Party Beneficiaries. The City of Huntington Beach is intended to be
and shall be a third party beneficiary of this Regulatory Agreement,and the City shall have the
right(but not the obligation)to enforce the terms of this Regulatory Agreement and to pursue
any remedy at law or in equity or any such other action as shall be necessary or desirable to
enforce such provisions_
Section 28. Limitation of Liability. In accordance with the Declaration of Trust of
Borrower,notice is hereby given that all persons dealing with Borrower shall look to the assets
of Borrower for enforcement of any claim against Borrower, as none of the trustees, officers,
employees or shareholders of Borrower assume any personal liability for obligations entered
into by or on behalf of Borrower.
Section 29. RegulatoryAgreement as ReP Iacement. The Issuer and the Borrower
acknowledge and agree that the provisions of this Regulatory Agreement amend and restate in
full the provisions of the Prior Regulatory Agreement recorded as Instrument No. 85-405714 on
October 22, 1985 in the Official Records of Orange County, California. The Issuer and the
Borrower hereby agree that the provisions contained in this Regulatory Agreement shall
supercede and replace in full the provisions of the Prior Regulatory Agreement and such
agreement shall have no further force and effect upon the recordation of this Regulatory
Agreement in the Official Records of Orange County.
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IN WITNESS WHEREOF, the Issuer, the Trustee and the Borrower have executed this
Regulatory Agreement by duly authorized representatives,all on the date first above written.
CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT
AUTHORITY,as Issuer
By: ,�<—� "
ember
ARCHSTONE COMMUNITIES TRUST,as
Borrower
By:
U.S. BANK TRUST NATIONAL
ASSOCIATION,as Trustee
By:
Authorized Officer
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IN WITNESS WHEREOF, the Issuer,the Trustee and the Borrower have executed this
Regulatory Agreement by duly authorized representatives,all on the date first above written.
CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT
AUTHORITY,as Issuer
By:
Member
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ARCHSTONE COMMUNITIES TRUST,as
Borrower
Byc _
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U.S.BANK TRUST NATIONAL
ASSOCIATION,as Trustee
By:
riz Officer
Authorized O
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IN WITNESS WHEREOF, the Issuer, the Trustee and the Borrower have executed this
Regulatory Agreement by duly authorized representatives,all on the date first above written.
CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT
AUTHORITY,as Issuer
By:
Member
ARCHSTONE COMMUNITIES TRUST,as
Borrower
By:
U.S.BANK TRUST NATIONAL
ASSOCIATION,as Trustee
By:
Authorized Officer
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STATE OF CALIFORNIA )
} ss
COUNTY OF -SX(amen 1'n )
!�II
On c before me, C� �•bf Notary Public, personally
appeared t&MC% LfM Y)P personally known to me or proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that 1)e/she executed the same in IA/her authorized capacity,and that by
h/s/her signature on the instrument the person, or the entity upon behalf of which the person
acted,executed the instrument.
WITNESS my hand and official seal.
USA o E;M
ComrtVssion 01096331
wory Pjauc—cQuafflo _
S000"Wdo C"ffft
6MV COMM Er?Uw Apr 2L 211M
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STATE OF C-flL1FeRNPA )
ss
COUNTY OF
On 7� before me,( z, I/ Public, personally
appeared (_Ihe�'r/'s c k1:e.71k1- personally known to me or proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,and that by
his/her signature on the instrument the person, or the entity upon behalf of which the person
acted,executed the instrument.
WITNESS my hand and official seal.
%�
t'�;CYNTHIA J.GREATHOUSE
J' �'rA Koury public.Stec ofTcxu
sY ,i• bly Commission Expi—I
April 06,2003
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California ,v ss.
County of �A A S�
e4
On CJk e l 1 before me, �Q �rT h.S!�1/L.-
Date 11;1 Name and Title off�U.er(e 9..'Jam Doe,Notary Public)
/r� dJ personally appeared NOW E/4 ewhk
Name(s)o1 Sfgner(s) 71
Elrsonally known to me
C? proved to me on the basis of satisfactory
evidence
to be the person(s) whose name(s) is/ere
subscribed to the within instrument and
acknowledged to me that helshelthey executed
n WENDAR.FOSrER the same in hislfierttheir authorized
^Comirdolon0109" t capacity(ies), and that by his/heTltheir- S
fi, •� Notc yRim—Caetamb t signature(s)on the instrument the person(s),or
CO1"'N the entity upon behalf of which the person(s) S
hµy comm EiVirm Apr 21.2MO acted,executed the instrument r
r
WITNESS my hand and official V I�-
Puce Notary Seal Above Signatwe o1 Nola Public n�n
5
OPTIONAL
hh Though the information below is not required by law,it may prove valuable to persons relying on the document
r
and could prevent fraudulent removal and reattachment of this form to another document
fi.
r
Description of Attached ocu er�t
Title or Type of Document t✓S ��
Document Date: Number of Pages:
Signer(s)Other Than Named Above:
Capacity(ies)Claimed by Signer l
Signer's Name:
❑ Individual
Try of thumb here
❑ Corporate Officer—Title(s):
❑ Partner—❑Limited ❑General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other
Signer Is Representing: _ �{
®1997 National Notary Assaaation-9350 De Soto Ave_,P.O.Box 2402•Cmts—tk CA 91313-2402 Prod.No.5907 R mr.-Call Toll-Flee 1 800-876-6827 'I
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BX I]BTT A
LEGAL DESCRIPTION OF PROJECT SITE
All of that certain real property together with all easement, rights and appurtenances
thereto,and all improvements now or hereafter located thereon, situated in the County of
Orange,State of California and described as follows:
?ARC! A.
PARCEL 1 OF PARCEL MAP NO. 84-1204, IN THE CITY OF HUNTINGTON BEACH, COUNTX OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 198, PAGES 48, 49 AND
50 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EY,CEPT= TRBREFROM ALL CRUDE OIL, PETROLEUM, GM, BREA, ASPHALTUM AND ALL
KINDRED SUBSTANCES AND OTHER MINERLAS UNDER AND IN SAID LAND BELOW A DEPTH OF
500' FROM THE SURFACE THEREOF, WITHOUT THE RIGHT OF SURFACE ENTRY, A9 RESERVED
BY S 6 K GREENHOUSES, INC., IN DRED RECORDED DDCEMBER 20, 1984, AS INSTRUMENT
v,Q 84-S3SO81, OFFICIAL RECORDS.
EXCEPTING THEREFROM. THE SUBSURFACE WATER RIGHTS, BUT WITHOUT THE RIGHT OF
TO TH8 SURPACB OR TO THE SUBSURFACE ABOVE THE DEPTH OF 5 0 a rEtT, AS
-:ATED TO THE CITY OF HUNTINGTON BEACH ON SAID PARCEL MAP.
TIU4T 'ORTION OF THE SOUTHEAST QUARTER OF SECTION 24, TOWNSHIP 5 SOUTH, RANCID 11
WEST, IN THE CITY OF ORANGE, COUNTY OF ORANGE, GTATD OF CALIFORNIA, AS SAID
SECTIOIN IS SHOWN ON THE MAP OF TRACT NO. 6626, AS PER MAP RECORDED IN BOOK 249,
PAGES 9 AND 10 OF MISCELLANEOUS MAPS, IN THE OPPICE OF THE COUNTY RECORDER OF
SAID COUNTY, SAID PORTION BEING NORM PARTICULARLY DESCRIBED AS FOLLOWS,
COM=CINO AT THE INTERSECTION OF THE CENTERLINES OF MAGNOLIA STREET AM WARNER
AVENUS, AS SAID INTERSECTION IS SHOWN ON THE MAP OF SAID TRACT NO. 6626; THENCE
ALONG THE CENTERLINE OF WARNER AVENUE, NORTH 89° 320 38" WE5T 659.81 FEET TO TER
!'C MMAST CORNER OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST
(A)- '-TER OF SAID SECTION 241 TMCH LEAVING SAID CENTERLINE AND ALONG THE EAST
.. OF SAID WEST HALF, NORTH 00" 18' 38" EAST 56.00 FBET TO A POINT ON TH5
:.L. '-ERLY RICIFiT-OF-WAY LINE OF NARNEIt AVENUE, SAID POINT BEING ALSO THE TRUE
OF BEGINNING OF THIS DESCR=PTIoN; THENCPI ALONG SAID RIGHT-OF-WAY LINE,
F'-i t 89° 32' 38" WEST 32.60 FEET; TMC5 LEAVING SAID RIGHT-OF-WAY LINE AND
�•a ' •.LEL WITH THE YEAST LINE OF SAID WEST HALF, NORTH 00° 18' 38" EAST 105,60 F9ET
!'-O 90INT ON A NONTANGRNT CURVE, CONCAV$ NORTHWESTERLY AND HAVING A RADIUS OF
226-0? FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 370 03' 09" $AST, SAID CURVE
RE-ING CONCENTRIC WITH AND 25.00 FEET SOUTHEASTERLY FROM THAT CERTAIRN CURVE
CITED AS BEING CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 200.00 PEET, A CENTRAL
ANGLE OF 906 09' 084 AND A L0N= OF 314.69 FEET IN THE DEED TO THE ORANGE COUNTY
FLOOD CONTROL DIDSTIRC'T,RECORDBD FEBRUARY 14, 1963 IN BOOK 6431, PAGE 936,
OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH
A CENTRAL ANGLE OF 8° 55, 14", AN ARC DISTANCE OF 36.19 FEET, THENCE LEAVING SAID
CURVE, SOUTH 890 41' S" EAST 76.00 FEET TO A POINT ON THE EAST LINE OF SAID WEST
HALF; THMCE ALONG SAID EAST LIMB, SOUTH 00" 18' 38• WEST 139.67 FEET TO TH$
POINT OF BEGINNING.
Exhibit A
Page i
b.V '3L C
'. �. PORTION OF THE SOUTHEAST QUARTER OF SECTION 24,TOWNSHIP 5 SOUTH, RANGE 11
WE: AS SAID SECTION IS SHOWN ON THE MAP OF TRACT NO. 6629, RECORDED IN BOOK
PAGES 9 AND 10 OF MISCELLANEOUS MAPS IN TFX OFFICE OF THE COUNTY RECORDER
GF -%M COUNTY, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;
C01,j,') ING AT THE SOUTHEAST CORNER OF SAID SECTION 24, AM CORNER BEING TEES
INTIV.13CTION OF THE CENTERLINES OF MAGNOLIA STREET AND WARNER AVENUE, AS SAID
IN-7.3FfiECTION I9 SHOWN ON THE MAP OF SAID TRACT NO. 6626; THENCE ALONG THE EAST
::F ;AID SECTION 24 AND THE CSNTERLIINE OF SAID MAGNOLIA STREET, NORTH 00°
181 50" EAST 516.50 FEET; THENCE LEAVING SAID EAST LINE AND SAID CENTERLINE, "I
NORTH 890 32' 38" WEST 50.00 FEET TO A POINT ON A LINE THAT IS PARALLEL WITH AND
60.00 FEET WESTERLY OF SAID CENTERLINE OF MAGNOLIA STREET. SAID POINT BEING ALSO
TEE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE CONTINUING NORTH 890 32'
38" WEST 11.41 FEET TO A POINT ON TRS WESTERLY RIGHT-OF-WAX LINE OF SAID
MAGNOLIA STREET; THENCE ALONG SAID WESTERLY LINE NORTH 02° 41' 59" WEST 246.86
FEET; THENCE LEAVING SAID WESTERLY LINE, SOUTH 89' 32' 38" EAST 24.39 BEET TO A
POINT ON THE ABOVEMENTIONED PARALLEL LINE; THENCE ALONG SAID PARALLEL LINE,
SOUTH 00° 18' 50" WEST 246.49 FEET TO TKB POINT ON BEGINNING.
.9(7EPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCZS AND MINERALS
1-Y' O BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND, BUT WITHOUT THH
F.IGP' OF SURFACS ENTRY AT ANY TIME UPON SAID LAND OR WITHIN THE TOP 500 FEET
THF;R.tOF; FOR THE PURPOSE OF HXPLORING FOR. DEVELOPING, PRODUCING, REMOVING AND
MAM.-TING SAID SUBSTANCES.
PARVE!, D:
A NON-EXCLUSIVE APPURTENANT EASEMENT FOR INGRESS, EGRESS AND SURFACE USPI
TOGETHER WITH THE RIGHT TO PAVE OVER THE LAND, DESCRIBED AS:
THAT PORTION of THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 24, TOWNSHIP j
5 SOUTH, RANGE 11 WEST, IN THS RANCHO LAS BOLSAS, IN THE CITY OF ORANGE, COUNTY
OF ORANGE, STATE OF CALIFORNIA AS SHOWN ON A MAP RECORDED IN HOOK 51, PAGE 13 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED IN THE DEEDS TO T93 ORANGE COUNTY FLOOD CONTROL DISTRICT, RECORDED
NOVEMBER 16, 1962 IN BOOK 6325, PAGE 906, JANUARY 29, 1963 IN BOOK 6409, PAGE
604 AND FEBRUARY 14, 1963 IN BOOR 6431, PAGE 936, ALL OF OFFICIAL RECORDS IN THE
GF?�CE OF THE COUNTY RECORDER OF SAID COUNTY.
EX17.97TING THAT PORTION THEREOF LYINO EASTERLY OF THAT CERTAIN COURSE SHOWN AS
HAVI?A-a A BEARING OF NORTH 20 411 590 WEST AND A LRNQ1'K OF 459.09 FEET ON PARCEL
?W W:ll, 84-1204,RECORDSD IN BOOK 198, PAGES 49 THROUGH 50 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THAT PORTION THEREOF INCLUDED WITHIN THE LANs? DESCRIBED IN THE DEED
TO THE CITY OF HDNTINQTON BEAM RECORDED J= 11, 1983, IN BOOK 2.4095, PAGE 887,
OFFICIAL RECORDS.
I
ALSO EXCEPT THAT PORTION THEREOF LYING SOUTHWESTERLY OF TUB FOLLOWING DESCRIBED
LINE:
BEGINNING AT THE NORTHEASTERLY TERMINUS OF THAT CERTAIN CURVE CITED AS BEING
CONCAVE NORTHWESTERLY HAVING A RADIUS OF 226.00 FEET, A CENTRAL ANGLE OF 660 29,
42" AND AN ARC LENGTH OF 262.29 FEET IN THE GENERAL NORTHERLY LINE OF THE LAND
DEEICPIBED IN SAID DEED RECORDED IN BOOK 14095, PAGE 887, THENCS SOUTHWESTERLY
32.34 FEET ALONG SAID CERTAIN CURVE THROUGH A CENTRAL ANGLE OF 80 11' 57" TO THE
TRVY. POINT OF BEGINNING; THENCE NORTH S7° 50' 23" WEST 53.00 FEET. "I!
Exhibit A
Page 2
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EXHIBIT B
CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE
The undersigned,being of Archstone Communities Trust
formed under the laws of the State of Maryland (the "Borrower")has read and is thoroughly
familiar with the provisions of the various documents associated with the Borrower's
participation in California Statewide Communities Development Authority (the "Issuer")
Multifamily Housing Program,such documents including:
1. the Regulatory Agreement and Declaration of Restrictive Covenants dated as of June
1, 1999 among the Borrower,the Issuer and U.S. Bank Trust National Association, as trustee
(the Trustee);and
2. the Loan Agreement dated as of June 1,I999 between the Borrower and the Issuer.
As of the date of this Certificate, the following percentages of completed residential
units in the Project (i) are occupied by Low Income Tenants (as such terms are defined in the
Regulatory Agreement)or(ii)are currently vacant and being held available for such occupancy
and have been so held continuously since the date a Low Income Tenant vacated such unit;as
indicated:
Occupied by
Low Income Tenants-- %; Unit Nos.
(at Affordable Rents)
Held vacant for occupancy continuously since last occupied by Low Income Tenant or
Lower-Income Tenant:
Vacant Units:
Low Income Tenants— %; Unit Nos.
Exhibit B
The undersigned hereby certifies that the Borrower is not in default under any of the
terms and provisions of the above documents.
Date:
ARCHSTONE COMMUNITIES TRUST
By:
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Exhibit B
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EXHIBIT C
INCOME COMPUTATION AND CERTIFICATION
NOTE TO APARTMENT OWNER: This form is designed to assist you in computing
Annual Income in accordance with the method set forth in the Department of Housing and
Urban Project("HUD")Regulations. You should make certain that this form is at all times up
to date with the HUD Regulations_
Re: [Address of Apartment Building]
I/We, the undersigned state that I/we have read and answered fully, frankly and
personally each of the following questions for all persons who are to occupy the unit being
applied for in the above apartment project. Listed below are the names of all persons who
intend to reside in the unit:
Monthly
Gross
Names of Members to Social Security
Head of Household Number Age Amount of
Income Computation
The total anticipated income, calculated in accordance with the provisions of this
Certification, of all persons over the age of 18 years listed above for the 12-month period
beginning the date that I/we plan to move into a unit is$
Included in the total anticipated income listed above are:
(a) all wages and salaries,overtime pay,commissions,fees,tips and bonuses and other
compensation for personal services,before payroll deductions;
(b) the net income from the operation of a business or profession or from the rental of
real or personal property (without deducting expenditures for business expansion or
amortization of capital indebtedness or any allowance for depreciation of capital assets),
(c) interest and dividends(including income from assets excluded below);
Exhibit C
(d) the full amount of periodic payments received from social security, annuities,
insurance policies, retirement funds, pensions, disability or death benefits and other similar
types of periodic receipts,including any lump sum payment for the delayed start of a periodic
payment;
(e) payments in lieu of earnings,such as unemployment and disability compensation,
workmen's compensation and severance pay;
(f) the maximum amount of public assistance available to the above persons other than
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the amount of any assistance specifically designated for shelter and utilities;
(g) periodic and determinable allowances,such as alimony and child support payments
and regular contributions and gifts received from persons not residing in the dwelling;
(h) all regular pay, special pay and allowances of a member of the Armed Forces
(whether or not living in the dwelling)who is the head of the household or spouse;and
(i) any earned income tax credit to the extent that it exceeds income tax liability.
Excluded from such anticipated income are: l
(a) casual,sporadic or irregular gifts;
(b) amounts which are specifically for or in reimbursement of medical expenses;
(c) lump sum additions to family assets, such as inheritances, insurance payments
(including payments under health and accident insurance and workmen's compensation),
PaYm �I
capital gains and settlement for personal or property losses;
(d) amounts of educational scholarships paid directly to the student or the educational
institution, and amounts paid by the government to a veteran for use in meeting the costs of
tuition,fees,books and equipment. Any amounts of such scholarships or payments to veterans
not used for the above purposes are to be included in income; II
(e) special pay to a household member who is away from home and exposed to hostile
fire;
(f) relocation payments under Title H of the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970;
(g) foster child care payments; l
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(h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp
Act of 1977;
(i) payments to volunteers under the Domestic Volunteer Service Act of 1973,
(j) payments received under the Alaska Native Claims Settlement Act;
(k) income derived from certain submarginal land of the United States that is held in
trust for certain Indian tribes;
Exhibit C
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(i) payments or allowances made under the Department of Health and Human Services'
Low-Income Home Energy Assistance Program;
(m) payments received from the Job Training Partnership Act;
(n) income derived from the disposition of funds of the Grand River Band of Ottawa
Indians;and
(o) the first$2,000.00 of per capita shares received from judgment funds awarded by
the Indian Claims Commission or the Court of Claims.
Do the persons whose income or contributions are included in item 6 above:
have savings,stocks,bonds,equity in real property or other form of capital investment
(excluding the values of necessary items of personal property such as furniture and automobiles
and interests in Indian trust land);or
No Yes
have they disposed of any assets(other than at a foreclosure or Credit Bankruptcy sale)
during the last two years at less than fair market value?
No Yes
If the answer to(a)or(b)above is yes,does the combined total value of all such assets
owned or disposed of by all such persons total more than$5,000?
No Yes
(d) If the answer to(c)above is yes,state:
(1) the amount of income expected to be derived from such assets in the 12-month
period beginning on the date of initial occupancy in the unit that you propose to rent:
(2) the amount of such income,if any,that was included in item 6 above:
Are all of the individuals who propose to reside in the unit full-time students*?
No Yes
(a)*A full-time student is an individual enrolled as a full-time student during each of 5
calendar months during the calendar year in which occupancy of the unit begins at an
educational organization which normally maintains a regular faculty and curriculum and
normally has a regularly enrolled body of students in attendance and is not an individual
pursuing a full-time course of institutional or farm training under the supervision of an
Exhibit C
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accredited agent of such an educational organization or of a state or political subdivision
thereof.
(b) If the answer to 8(a) is yes,is at Ieast 1 of the proposed occupants of the unit a ��
husband and wife entitled to file a joint federal income tax return?
No Yes
9. Neither myself nor any other occupant of the unit I/we propose to rent is the owner
of the rental housing project in which the unit is located (hereinafter the'Borrower'),has any
family relationship to the Borrower;or owns directly or indirectly any interest in the Borrower. j
For purposes of this paragraph,indirect ownership by an individual shall mean ownership by a
family member,ownership by a corporation,partnership, estate or trust in proportion to the l
ownership or beneficial interest in such corporation,partnership,estate or trustee held by the
individual or a family member;and ownership,direct or indirect,by a partner of the individual_
10. This certificate is made with the knowledge that it will be relied upon by the
Borrower to determine maximum income for eligibility to occupy the unit,and I/we declare that
all information set forth herein is true,correct and complete and based upon information I/we
deem reliable and that the statement of total anticipated income contained in paragraph 6 is
reasonable and based upon such investigation as the undersigned deemed necessary.
11. I/we will assist the Borrower in obtaining any information or documents required to
verify the statements made herein,including either an income verification from my/our present
employer(s)or copies of federal tax returns for the immediately preceding calendar year_
12. I/we acknowledge that I/we have been advised that the making of any l
misrepresentation or misstatement in this declaration will constitute a material breach of
my/our agreement with the Borrower to lease the unit and will entitle the Borrower to prevent
or terminate my/our occupancy of the unit by institution of an action for ejection or other
appropriate proceedings.
I
13. Housing Issuer Statistical Information (Optional - will be used for reporting
purposes only)
Race(Head of Household)
White Black Asian
Hispanic Native American Other
;y
Physical Disability
Yes No
,III
II�
l
Exhibit C
n.,..,,n
! I
1jl
I'II
i
i
I/we declare under penalty of perjury that the foregoing is true and correct.
Executed this day of in the County of California_
Applicant
Applicant
Exhibit C
Signature of all persons over the age of 18 years listed in number 2 above required]
FOR COMPLETION BY APARTMENT OWNER ONLY:
1_Calculation of eligible income:
(a)Enter amount entered for entire household in 6 above:
ICI
) above is Y
(b) If answer to 7(c es, enter the total amount entered in 7(d)(1), subtract 11
from that figure the amount entered in 7(d)(2) and enter the remaining balance
'I
(2)—Multiply the amount entered in 7(d)(1) times the current passbook savings rate to
determine what the total annual earnings on the amount in 7(d) would be if invested in
passbook savings($ ),subtract from that figure the amount entered in 7(d)(2)
and enter the remaining balance($
(3) Enter at right the greater of the amount calculated under(1)or(2)above:
(4)_TOTAL ELIGIBLE INCOME(Line 1.a plus line l.b(3):
5 The amount entered in 1(c):
(6)_Qualifies the applicant(s)as a Low-Income Tenant(s)_
Does not qualify the applicant(s)as a Low-Income Tenant(s).
(6) Number of apartment unit assigned: Bedroom Size: Rent:
_Tenant-Paid Utilities
Water Gas Electric
Trash Other (list Type)
(7) Was this apartment unit last occupied for a period of 31 consecutive days by
persons whose aggregate anticipated annual income as certified in the above manner upon their
initial occupancy of the apartment unit qualified them as Low-Income Tenants?
No Yes
(8)Method used to verify applicant(s)income:
Employer income verification.
Social Security Administration verification
Department of Social Services verification
Copies of tax returns.
Exhibit C
Ij
Other ( }
Manager
INCOME VERIFICATION
(for employed persons)
The undersigned employee has applied for a rental unit located in a project financed
under the California Statewide Communities Development Authority Multifamily Housing
Program( Apartments) for persons of low income. Every income statement of a
prospective tenant must be stringently verified. Please indicate below the employee's current
annual income from wages,overtime,bonuses,commissions or any other form of compensation
received on a regular basis.
Annual wages
Overtime
Bonuses
Commissions
Total current income
-
I hereby certify that the statements above are true and complete to the best of my
knowledge.
Date:
Signature:
Title:
I hereby grant you permission to disclose my income to in order
that they may determine my income eligibility for rental of an apartment located in their project
which has been financed under the California Statewide Communities Development Authority
Multifamily Housing Program( Apartments).
Date:
Signature
Exhibit C
Poo 7
Please send form to:
i
INCOME VERIFICATION
(for Social Security recipients)
iII
TO: SOCIAL SECURITY ADMINISTRATION
�I
Ladies and Gentlemen:
1 have applied for a rental unit located in a project financed under the California
Statewide Communities Development Authority Multifamily Housing Program (_
Apartments)for persons of low income. Every income statement of a prospective tenant must
be stringently verified. In connection with my application for a rental unit, I hereby give my
consent to release to the specific information
requested below.
Date:
Signature
Social Security No.: Name (Print):
Address (Print):
Monthly Benefits Began/Will Begin:
Social Security Benefit Amount$
Other Benefit(s): Amount:$
Medicare Deduction:_
Are benefits expected to change? No Yes
If Yes,please state date and amount
Date: of change: Amount:$
i
If recipient is not receiving full benefit amount please indicate reason and date recipient
will start receiving full benefit amount:
Reason: Date of Resumption: Amount:$
Date:
lid
Signature:
Name(Print):
Title:
Telephone:
Exhibit C
P—s
Ill
II
'III
L',II„
Please send form to:
INCOME VERIFICATION
(for Department Social Services recipients)
TO:CALIFORNIA DEPARTMENT OF SOCIAL SERVICES
Ladies and Gentlemen:
I am receiving assistance through your office. I have applied for a rental unit located in a
project financed under the California Statewide Communities Development Authority
Multifamily Housing Program( Apartments) for persons of low income. Every
income statement of a prospective tenant must be stringently verified. In connection with my
application for a rental unit,I hereby authorize the Department of Social Services to release to
the specific information requested below:
Date:
Signature
Caseload Number: Name (Print):
Case Number: Case Worker
1. Number of persons included in budget:
2. Total monthly budget$
(a) Amount of grant$ Date aid last began-
(b) Other income and source:
(c) Is other income included in total budget? No Yes
3. Please specify type of aid:
(AFDC,FR,Food Stamps,ANB,MediCal,Etc.)
4. If recipient is not receiving full grant,please indicate reason:
Overpayment due to client's failure to report other income
Computation error
Other
Date when full grant will resume:
Date:
Exhibit C
Paee 9
Case Worker's Signature:
Telephone: District Office:
Your very early response will be appreciated.
Please return form to:
INCOME VERIFICATION
(for self-employed persons)
I hereby attach copies of my individual federal and state income tax returns for the
immediately preceding calendar year and certify that the information shown in such income tax
returns is true and complete to the best of my knowledge.
Date:
Signature
'!I
ILI
"I I
Exhibit C
Pam 10
I�
Ills
III
A, CITY OF HUNTINGTON BEACH
• INTERDEPARTMENTAL COMMUNICATION
DATE: May 18, 2000
TO: John Reekstin, Director Administrative Services
FROM: Connie Brockway, City Clerk
RE: Bond Documents for Rivermeadow Apartments Project
The City Clerk's office is attempting to finalize the above referenced project and needs your
assistance. Are the documents relating to the bonds for this project in your office?
Attached are copies of the RCA for this project and Resolution 99-31 dated May 17, 1999;
"Approving the Issuance of Multifamily Housing Revenue Refunding Bonds by the California
Statewide Communities Development Authority and Approving the Execution and Delivery of a
Second Supplemental Indenture of Trust and a Second Amendment to Loan Origination and
Servicing Agreement in Connection Therewith".
Please advise the Clerk's Office as to the status of the Rivermeadow Apartments Project and
inform us if the delay in recording these bonds is addressable by my office.
Your response will be appreciated.
CB:mp
Attachments: RCA dated May 17, 1999
Resolution No. 99-31 dated May 17, 1999
G:\Cbmemo\2000Cbmem\Rivermeadow Apt Project—John Reekstin.doc-mp
Council/Agency Meeting Held: 5-/'7-91'
Deferred/Continued to:
Approved ❑ Conditionally A proved ❑ Denied City Clerk's Signature
sU<<� . c�r � Reock W//q.y
Council Meeting Date: May 17, 1999 Department ID Number: ED 99-28
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City AdministratorXi.O
PREPARED BY: David C. Biggs, Director of Economic Development
SUBJECT: Approval of Documents for the Issuance by the California S# evAde
Communities Development Authority $10,000,000 Multifamily Housing
Revenue Refunding Bonds (Rivermeadows Apartments)
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachments)
Statement of Issue: The owner of the Rivermeadows Apartments wishes to refund the
existing tax exempt bonds issued by the city to achieve savings in the cost of borrowing
attributable to participation in the California Statewide Communities Development Authority
financing.
Funding Source: Proceeds of the refunding bonds.
Recommended Action:
1) Open the public hearing and hear testimony.
2) Close the public hearing.
3) After consideration of the testimony, A MOTION TO:
Approve the attached resolution: "A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH APPROVING THE ISSUANCE OF MULTIFAMILY
HOUSING REVENUE REFUNDING BONDS BY THE CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT AUTHORITY AND APPROVING THE EXECUTION AND
DELIVERY OF A SECOND SUPPLEMENTAL INDENTURE OF TRUST AND A SECOND
AMENDMENT TO LOAN ORIGINATION AND SERVICING AGREEMENT IN
CONNECTION THEREWITH"
Alternative Action(s): Do not approve the resolution.
D
REQUEST FOR COUNCIL ACTION
MEETING DATE: May 17, 1999 DEPARTMENT ID NUMBER: ED 99-28
Analysis: The Rivermeadows Apartments is composed of 152 units and is located at 8945
Riverbend Drive (near Magnolia Ave. and the Interstate 405). The project was financed and
built with the proceeds of the city's Variable Rate Demand Multifamily Housing Revenue
Bonds (Household Bank, f.s.b./Rivermeadows Apartments Project), 1985 Series B issued in
October 1985. It is owned by Archstone Communities Trust, a Maryland real estate
investment trust (REIT). The owner's motivation in requesting a refunding of the prior bonds
is to reduce borrowing costs by participating in the economies of a volume lender like the
California Statewide Communities Development Authority ("The Authority").
The Authority* is authorized by the Government Code of California and in accordance with
the Health and Safety Code to issue and sell revenue refunding bonds to refinance the
acquisition, construction, rehabilitation and development of multifamily rental housing to be
occupied in part by low and very low income residents. Since the bonds thus sold will be
considered "qualified exempt facility bonds" under the Internal Revenue Code and the Code
requires that a public hearing be conducted by the "applicable elected representative" with
respect to the geographical area within which the project is located (in this case the City
Council) prior to approval of the bond issuance.
As with all other bond-financed multifamily housing in the community, twenty percent of the
units in this project will be reserved for low and very low-income households. In projects for
which the city has issued bonds, the city is a party to the Regulatory Agreement that provides
enforcement powers regarding the affordable housing restrictions. In this case, where The
Authority is issuer, the city will remain as a "third party beneficiary" which will provide the
same authority to enforce the affordability restrictions. In addition, the housing restrictions
will be renewed (they had expired in 1996) and extended to 2008. The new bonds will
mature in 2029.
* The City is a member of the California Statewide Communities Development Authority
through that certain Amended and Restated Joint Exercise of Powers Agreement dated
June 1, 1988.
Environmental Status: N/A
Attachmentt's1:
City Clerk's
. . - Number No. Description
1 A City Council Resolution Approving the Issuance of $10,000,000
Multifamily Housing Revenue Refunding Bonds — Rivermeadows
Apartments Calif. Statewide Comm. Dev. Authority Bonds
RCA Author: Kohler at extension 5457
MAY99RCA.DOC -2- 05/11/99 2:10 PM
A Resolution of the City Council
Approving Documents for the
$10,000,000 Multifamily Housing Revenue Refunding Bonds
(Rivermeadows Apartment Project)
RESOLUTION NO. 99-31
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH APPROVING THE ISSUANCE OF
MULTIFAMILY HOUSING REVENUE REFUNDING BONDS
BY THE CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY AND APPROVING THE
EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL
INDENTURE OF TRUST AND A SECOND AMENDMENT TO LOAN
ORIGINATION AND SERVICING AGREEMENT
IN CONNECTION THEREWITH
WHEREAS, the California Statewide Communities Development Authority(the
"Authority"), of which the City of Huntington Beach is a member pursuant to the provisions of
that certain Amended and Restated Joint Exercise of Powers Agreement Relating to the
California Statewide Communities Development Authority dated as of June 1, 1988 (the
"Agreement"), intends to issue tax-exempt obligations (the "Obligations") for the purpose,
among other things, of making a loan to Archstone Communities Trust, a Maryland real estate
investment trust (the "Developer"), a portion of the proceeds of which ($10,000,000) shall be
used by the Developer to refinance the acquisition, construction and development of a 152-unit
multifamily housing facility located at 8945 Riverbend Drive in the City of Huntington Beach,
California, commonly known as the Rivermeadows Apartments (the "Project"); and
A portion of the proceeds of the Obligations will be applied to the redemption in whole of
the City's Variable Rate Demand Multifamily Housing Revenue Bonds (Household Bank,
£s.b./Rivermeadows Apartments Project), 1985 Series B (the"Prior Bonds") issued pursuant to
an Indenture of Trust, dated as of October 1, 1985,by and between the City and U.S. Bank Trust
National Association, as successor trustee (the "Trustee"), as amended (the"Indenture"), the
proceeds of which were loaned to finance the Project pursuant to the provisions of a Loan
Origination and Servicing Agreement, dated as of October 1, 1985, among the Issuer, the
Trustee, Commerzbank Aktiengesellschaft, as provider of the letter of credit securing the Prior
Bonds (the "Credit Bank"), and the Developer, as amended(the "Loan Agreement"); and
In connection with the redemption of the Prior Bonds, the Developer has requested that
certain amendments be made to the Indenture and the Loan Agreement to correct certain
ambiguities therein, which amendments shall be effected pursuant to the provisions of such
documents; and
The Authority is authorized by the Government Code of the State of California in
accordance with the Health and Safety Code of the State of California(the "Law") to issue and
sell revenue refunding bonds for the purpose of refinancing the acquisition, construction,
rehabilitation and development of multifamily rental housing facilities to be occupied in part by
low and very low income tenants; and
The Obligations will be considered to be "qualified exempt facility bonds" under Section
142(a) of the Internal Revenue Code of 1986, as amended(the "Code"), and Section 147(f) of the
_ 1
SF/s:SF-99Resolutions:HousRev —
RLS 99-237
04/30/99-#1
Resolution 99-31
Code requires that the "applicable elected representative" with respect to the geographical area in
which the Project is to be located hold a public hearing on and approve the issuance of the
Obligations; and
This City Council is the elected legislative body of the City; and
A notice of public hearing in a newspaper of general circulation in the City has been
published, to the effect that a public hearing would be held by this City Council regarding the
issuance of the Obligations by the Authority and the nature and location of the Project; and
This City Council held said public hearing on such date, at which time an opportunity
was provided to present arguments both for and against the issuance of such Obligations and the
nature and location of the Project.
NOW, THEREFORE, be it resolved by the City Council of the City of Huntington
Beach, as follows:
Section 1. The City acknowledges that the Authority intends to issue the Obligations
for the purpose of paying the costs of refinancing the acquisition, construction and development
of the Project.
Section 2. The Second Supplemental Indenture of Trust(the"Supplemental
Indenture")between the City and U.S. Bank Trust National Association, as successor trustee (the
"Trustee"), in the form on file with the City Clerk, is hereby approved. The Mayor is hereby
authorized and directed, for and in the name and on behalf of the City, to execute and deliver the
Supplemental Indenture, and the City Clerk is hereby authorized to attest the signature of the
Mayor, in substantially said form, with such additions thereto or changes therein as are
recommended or approved by the City Administrator or the Director of Administrative Services
(the "Designated Officers") upon consultation with bond counsel to the City, including such
additions or changes as are necessary or advisable in accordance with this Resolution, the
approval of such additions or changes to be conclusively evidenced by the execution and
delivery by the City of the Supplemental Indenture.
Section 3. The Second Amendment to Loan Origination and Servicing Agreement
(the "Second Amendment")between the City,the Trustee, the Credit Bank and the Developer, in
the form on file with the City Clerk, is hereby approved. The Mayor is hereby authorized and
directed, for and in the name and on behalf of the City, to execute and deliver the Second
Amendment, and the City Clerk is hereby authorized to attest the signature of the Mayor, in
substantially said form, with such additions thereto or changes therein as are recommended or
approved by said Designated Officers upon consultation with bond counsel to the City, including
such additions or changes as are necessary or advisable in accordance with this Resolution,the
approval of such additions or changes to be conclusively evidenced by the execution and
delivery by the City of the Second Amendment.
Section 4. The Developer shall be responsible for the payment of all present and
future costs in connection with the issuance of the Obligations and the amendment of the Prior
2
SF/s:SF-99Reso1utions:HousRev _
RLS 99-237
04/30/99-#1
Resolution 99-31
Bond documents, including, but not limited to, any fees and expenses incurred by the City in
anticipation of the issuance of the Obligations. The payment of the principal, redemption
premium, if any, and purchase price of and interest on the Obligations shall be solely the
responsibility of the Developer. The Obligations shall not constitute a debt or obligation of the
City.
Section 5. This City Council hereby further determines that it is appropriate for the
Authority to issue the Obligations to refinance the acquisition, construction and development of
the Project and hereby approves the issuance of the Obligations by the Authority subject to the
inclusion of the City as a third party beneficiary in the Regulatory Agreement and Declaration of
Restrictive Covenants with respect to the Project to be executed and delivered in connection with
the issuance and delivery of the Obligations. It is the purpose and intent of the City Council that
this resolution constitute approval of the issuance of the Obligations for the purposes of Section
9 of the Agreement.
Section 6. The Designated 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 that
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 approved hereby.
Section 7. The adoption of this Resolution is solely for the purpose of meeting the
requirements of the Code and amending the Prior Bond documents and shall not be construed in
any other manner, the City nor its staff having fully reviewed or considered the financial
feasibility of the refinancing of the Project or the expected operation of the Project with regards
to any State of California statutory requirements, and such adoption shall not obligate, without
further formal action to be taken by this City Council, (i) the City to provide financing to the
Developer for the refinancing of the acquisition, construction and development of the Project or
to issue the Obligations for purposes of such refinancing; or(ii) the City, of or any department of
the City, to approve any application or request for, or take any other action in connection with
the ownership or operation of the Project.
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
regular meeting thereof on the 17th day of May , 1999.
Mayor
ATTEST: APPROVED AS TO FORM:
'0"
City Clerk �0p/9 Cit ttomey ) �q9
9 � � i
REVIEWED AND APPROVED: INI UkTED AND APPROVED:
City Ad mistrator Di ctor of Economic Develop ent
3
SF/s:SF-99Resolutions:Hous Rev —
RLS 99-237
04/30/99-#1
Res. No. 99-31
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the
City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do
hereby certify that the whole number of members of the City Council of the City of
Huntington Beach is seven; that the foregoing resolution was passed and adopted by
the affirmative vote of at least a majority of all the members of said City Council at a
regular meeting thereof held on the 17th day of May, 1999 by the following vote:
AYES: Bauer, Garofalo, Green, Dettloff, Sullivan
NOES: None
ABSENT: Harman(Julien Out of Room)
ABSTAIN: None
City Clerk and ex-officio Clerk of the
City Council of the City of Huntington
Beach, California
RCA ROUTING SHEET
INITIATING DEPARTMENT: Economic Development
SUBJECT: Approval of Documents for the Issuance of the California
Statewide Communities Development Authority$10,000,000
Multifamily Housing Revenue Refunding Bonds
Rivermeadows Apartments)
COUNCIL MEETING DATE: May 17, 1999
RCA ATTACHMENTS STATUS
Ordinance (w/exhibits & legislative draft if applicable) Not Applicable
Resolution (w/exhibits & legislative draft if applicable) Attached
Tract Map, Location Map and/or other Exhibits Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attorney) Not Applicable
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attome Not Applicable
Certificates of Insurance Approved by the Cit Attorney Not Applicable
Financial Impact Statement Unbud et, over$5,000 Not Applicable
Bonds (If applicable) Not Applicable
Staff Report If applicable) Attached
Commission, Board or Committee Report If applicable) Not Applicable
Findings/Conditions for Approval and/or Denial Not Applicable--,
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED RETURNED FORWARDED
Administrative Staff
Assistant City Administrator Initial
City Administrator Initial Qrf,/
City Clerk
EXPLANATION FOR RETURN OF ITEM:
Only)(Below Space For City Clerk's Use
RCA Author: svk
Council/Agency Meeting Held:
Deferred/Continued to:
❑Approved ❑ Conditionally Approved ❑ Denied City Clerk's Signature
Council Meeting Date: May 17, 1999 Department ID Number: ED 99-28
2
�o
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City Administrator
PREPARED BY: David C. Biggs, Director of Economic Development
SUBJECT: Approval of Documents for the Issuance by the California Statewide
Communities Development Authority $10,000,000 Multifamily Housing
Revenue Refunding Bonds (Rivermeadows Apartments)
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement of Issue: The owner of the Rivermeadows Apartments wishes to refund the
existing tax exempt bonds issued by\the city to achieve savings in the cost of borrowing
attributable to participation in the California Statewide Communities Development Authority
financing.
Funding Source: Proceeds of the refunding bonds.
Recommended Action:
1) Open the public hearing and hear testimony.
2) Close the public hearing.
3) After consideration of the testimony, A MOTION TO:',,
Approve the attached resolution: "A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH APPROVING THE ISSUANCE OF MULTIFAMILY
HOUSING REVENUE REFUNDING BONDS BY THE, CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT AUTHORITY AND APPROVING THE EXECUTION AND
DELIVERY OF A SECOND SUPPLEMENTAL INDENTURE TRUST AND A SECOND
AMENDMENT TO LOAN ORIGINATION AND SERVI ING AGREEMENT IN
CONNECTION THEREWITH" '
Alternative Action(s): Do not approve the resolution.
REQUEST FOR COUNCIL ACTION
MEETING DATE: May 17, 1999 DEPARTMENT ID NUMBER: ED 99-28
Analysis: The Rivermeadows Apartments is composed of 152 units and is located at 8945
Riverbend Drive (near Magnolia Ave. and the Interstate 405). The project was financed and
built with the proceeds of the city's Variable Rate Demand Multifamily Housing Revenue
Bonds (Household Bank, f.s.b./Rivermeadows Apartments Project), 1985 Series B issued in
October 1985. It is owned by Archstone Communities Trust, a Maryland real estate
investment trust (REIT). The owner's motivation in requesting a refunding of the prior bonds
is to reduce borrowing costs by participating in the economies of a volume lender like the
California Statewide Communities Development Authority ("The Authority").
The Authority* is authorized by the Government Code of California and in accordance with
the Health and Safety Code to issue and sell revenue refunding bonds to refinance the
acquisition, construction, rehabilitation and development of multifamily rental housing to be
occupied in part by low and very low income residents. Since the bonds thus sold will be
considered "qualified exempt facility bonds" under the Internal Revenue Code and the Code
requires that a public hearing be conducted by the "applicable elected representative" with
respect to the geographical area within which the project is located (in this case the City
Council) prior to approval of the bond issuance.
As with all other bond-financed multifamily housing in the community, twenty percent of the
units in this project will be reserved for low and very low-income households. In projects for
which the city has issued bonds, the city is a party to the Regulatory Agreement that provides
enforcement powers regarding the affordable housing restrictions. In this case, where The
Authority is issuer, the city will remain as a "third party beneficiary" which will provide the
same authority to enforce the affordability restrictions. In addition, the housing restrictions
will be renewed (they had expired in 1996) and extended to 2008. The new bonds will
mature in 2029.
* The City is a member of the California Statewide Communities Development Authority
through that certain Amended and Restated Joint Exercise of Powers Agreement dated
June 1, 1988.
Environmental Status: N/A
Attachment(sl:
City Clerk's
• . . - NumberDescription
1 A City Council Resolution Approving the Issuance of $10,000,000
Multifamily Housing Revenue Refunding Bonds — Rivermeadows
A artments Calif. Statewide Comm. Dev. AuthorityBonds
RCA Author: Kohler at extension 5457
MAY99RCA.DOC -2- 05/11/99 2:10 PM
A Resolution of the City Council
Approving Documents for the
$10,000,000 Multifamily Housing Revenue Refunding Bonds
(Rivermeadows Apartment Project)
di
Y
E \
3 fad x
., ....._,,. E�2..._: ... .... :....__ ..: xis._,,..: .....: ....-. ....� -. ..._ ....ec..�-+,. ':= .e_. .r...�., .. �'- .,...._-..... ._.. �.,�
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH APPROVING THE ISSUANCE OF
MULTIFAMILY HOUSING REVENUE REFUNDING BONDS
BY THE CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY AND APPROVING THE
EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL
INDENTURE OF TRUST AND A SECOND AMENDMENT TO LOAN
ORIGINATION AND SERVICING AGREEMENT
IN CONNECTION THEREWITH
WHEREAS, the California Statewide Communities Development Authority(the
"Authority"), of which the City of Huntington Beach is a member pursuant to the provisions of
that certain Amended and Restated Joint Exercise of Powers Agreement Relating to the
California Statewide Communities Development Authority dated as of June 1, 1988 (the
"Agreement"), intends to issue tax-exempt obligations (the "Obligations") for the purpose,
among other things, of making a loan to Archstone Communities Trust, a Maryland real estate
investment trust(the "Developer"), a portion of the proceeds of which ($10,000,000) shall be
used by the Developer to refinance the acquisition, construction and development of a 152-unit
multifamily housing facility located at 8945 Riverbend Drive in the City of Huntington Beach,
California, commonly known as the Rivermeadows Apartments (the "Project"); and
A portion of the proceeds of the Obligations will be applied to the redemption in whole of
the City's Variable Rate Demand Multifamily Housing Revenue Bonds (Household Bank,
f.s.b./Rivermeadows Apartments Project), 1985 Series B (the"Prior Bonds") issued pursuant to
an Indenture of Trust, dated as of October 1, 1985,by and between the City and U.S. Bank Trust
National Association, as successor trustee (the "Trustee"), as amended (the "Indenture"), the
proceeds of which were loaned to finance the Project pursuant to the provisions of a Loan
Origination and Servicing Agreement, dated as-of October 1, 1985, among the Issuer,the
Trustee, Commerzbank Aktiengesellschaft, as provider of the letter of credit securing the Prior
Bonds (the "Credit Bank"), and the Developer, as amended(the"Loan Agreement"); and
In connection with the redemption of the Prior Bonds, the Developer has requested that
certain amendments be made to the Indenture and the Loan Agreement to correct certain
ambiguities therein, which amendments shall be effected pursuant to the provisions of such
documents; and
The Authority is authorized by the Government Code of the State of California in
accordance with the Health and Safety Code of the State of California(the "Law") to issue and
sell revenue refunding bonds for the purpose of refinancing the acquisition, construction,
rehabilitation and development of multifamily rental housing facilities to be occupied in part by
low and very low income tenants; and
The Obligations will be considered to be "qualified exempt facility bonds" under Section
142(a) of the Internal Revenue Code of 1986, as amended(the "Code"), and Section 147(f) of the
1
SF/s:SF-99Reso1utions:HousRev
RLS 99-237
04/30/99-#1
Code requires that the "applicable elected representative" with respect to the geographical area in
which the Project is to be located hold a public hearing on and approve the issuance of the
Obligations; and
This City Council is the elected legislative body of the City; and
A notice of public hearing in a newspaper of general circulation in the City has been
published, to the effect that a public hearing would be held by this City Council regarding the
issuance of the Obligations by the Authority and the nature and location of the Project; and
This City Council held said public hearing on such date, at which time an opportunity
was provided to present arguments both for and against the issuance of such Obligations and the
nature and location of the Project.
NOW, THEREFORE, be it resolved by the City Council of the City of Huntington
Beach, as follows:
Section 1. The City acknowledges that the Authority intends to issue the Obligations
for the purpose of paying the costs of refinancing the acquisition, construction and development
of the Project.
Section 2. The Second Supplemental Indenture of Trust (the"Supplemental
Indenture")between the City and U.S. Bank Trust National Association,as successor trustee (the
"Trustee"), in the form on file with the City Clerk, is hereby approved. The Mayor is hereby
authorized and directed, for and in the name and on behalf of the City,to execute and deliver the
Supplemental Indenture, and the City Clerk is hereby authorized to attest the signature of the
Mayor, in substantially said form, with such additions thereto or changes therein as are
recommended or approved by the City Administrator or the Director of Administrative Services
(the "Designated Officers") upon consultation with bond counsel to the City, including such
additions or changes as are necessary or advisable in accordance with this Resolution, the
approval of such additions or changes to be conclusively evidenced by the execution and
delivery by the City of the Supplemental Indenture.
Section 3. The Second Amendment to Loan Origination and Servicing Agreement
(the "Second Amendment")between the City, the Trustee, the Credit Bank and the Developer, in
the form on file with the City Clerk, is hereby approved. The Mayor is hereby authorized and
directed, for and in the name and on behalf of the City, to execute and deliver the Second
Amendment, and the City Clerk is hereby authorized to attest the signature of the Mayor,in
substantially said form, with such additions thereto or changes therein as are recommended or
approved by said Designated Officers upon consultation with bond counsel to the City, including
such additions or changes as are necessary or advisable in accordance with this Resolution, the
approval of such additions or changes to be conclusively evidenced by the execution and
delivery by the City of the Second Amendment.
Section 4. The Developer shall be responsible for the payment of all present and
future costs in connection with the issuance of the Obligations and the amendment of the Prior
2
SF/s:S F-99Resolutions:HousRev
RLS 99-237
04/30/99-#1
Bond documents, including,but not limited to, any fees and expenses incurred by the City in
anticipation of the issuance of the Obligations. The payment of the principal,redemption
premium, if any, and purchase price of and interest on the Obligations shall be solely the
responsibility of the Developer. The Obligations shall not constitute a debt or obligation of the
City.
Section 5. This City Council hereby further determines that it is appropriate for the
Authority to issue the Obligations to refinance the acquisition, construction and development of
the Project and hereby approves the issuance of the Obligations by the Authority subject to the
inclusion of the City as a third party beneficiary in the Regulatory Agreement and Declaration of
Restrictive Covenants with respect to the Project to be executed anc the issuance and delivery of the Obligations. It is the purpose and it
this resolution constitute approval of the issuance of the Obligation:
9 of the Agreement.
Section 6. The Designated Officers of the City are hereb}
jointly and severally,to do any and all things and to execute and deliv
they deem necessary or advisable in order to carry out, give effect to
intent of this Resolution and the financing approved hereby.
Section 7. The adoption of this Resolution is solely for
requirements of the Code and amending the Prior Bond documents c
any other manner,the City nor its staff having fully reviewed or coi
feasibility of the refinancing of the Project or the expected operatio: 4 p
to any State of California statutory requirements, and such adoptior i
further formal action to be taken by this City Council, (i)the City tc
Developer for the refinancing of the acquisition, construction and d
to issue the Obligations for purposes of such refinancing; or(ii) the
the City, to approve any application or request for, or take any othe,
the ownership or operation of the Project.
PASSED AND ADOPTED by the City Council of the C
regular meeting thereof on the day of
Mayor
ATTEST: APPROVED AS TO FORM:
A"t Ltu�-_ —
City Clerk Cit torney `(� 0/o
43
REVIEWED AND APPROVED: INI TED AND APPR VED:
City Ad inistrator Divrcior of Economic Develop ent
3
S F/s:S F-99Resol uti on s:Hou sRev
RLS 99-237
04/30/99-#1
Council/Agency Meeting Held: V5 3
Deferred/Continued to:
AA pr ve ❑ on ition Ily Appr d ❑ Denied b,506 y Cit Jerk's Signature
Council Meeting Date: May 3, 1999 Department ID Number: ED 99-25
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City Administratorgpj �`-f ,fl+
PREPARED BY: DAVID C. BIGGS, Director of Economic Development
SUBJECT: Continuation of Public Hearing — Issuance of California Statewide
Communities Development Authority Multifamily Housing
Revenue Bonds (Rivermeadows Apartments)
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement of Issue: A public hearing to consider participation in a California Statewide
Communities Development Authority Bond Issue on behalf of the Rivermeadows Apartments
in the amount of $10,000,000 has been advertised for this date. Substantial final form
documents are not yet available and, therefore, the hearing must be continued open to the
Council's meeting of May 17, 1999.
Funding Source: Proceeds of a Statewide Development Authority Bond Issue
Recommended Action: MOTION TO:
Open and continue the public hearing on the participation in a California Statewide
Communities Development Authority multifamily housing revenue refunding bonds in the
aggregate principal amount of $10,000,000 the proceeds of which will be applied to
refinancing the acquisition of Rivermeadows Apartments ("The Project"), -f o M19y i7, /q9
Alternative Action(s): Do not approve the continuance.
Analysis: The Rivermeadows Apartments (located at 8945 Riverbend Drive) was originally
constructed with the use of proceeds from a tax exempt bond issuance by the City of
Huntington Beach. Since that time, the project has been sold and the new owners wish to
take advantage of the lower interest rates offered by today's market and the economies of
scale by participating with a duly authorized state authority on the issuance of new bonds,
the proceeds of which will be used to refund the outstanding bonds issued by the city. The
tax code requires a public hearing by the legislature of the jurisdiction within which the project
is located before it may be included in a pool issue.
i
REQUEST FOR COUNCIL ACTION
MEETING DATE: May 3, 1999 DEPARTMENT ID NUMBER: ED 99-25
The public hearing was scheduled and advertised in anticipation of the availability of the legal
documents governing the state pool in sufficient time to accommodate a hearing at this time.
Environmental Status: N/A
Attachment(sl:
City Clerk's
. . - Number No. Description
RCA Author: Kohler at extension 5457.
-WRL3161.tmp -2- 04/26/99 3:23 PM
COVER PAGE
REQUEST FOR LATE SUBMITTAL
(To accompany RCA)
Department: Economic Development Subject Continuation of Public Hearing --
Rivermeadows Apartments Refunding
Bonds
Fcouncil MeetingDate: 5/3/99 Date of This Request: 4/26/99
REASON (Why is this RCA being submitted late?):
Arrival of documents governing this state pool financing were not received in sufficient
time to accommodate legal review.
EXPLANATION (Why is this RCA necessary to this agenda?):
Continuance of advertised hearing is necessary.
CONSEQUENCES How shall delay of this RCA adversely impact the City?):
This RCA only continues action to a future time.
Signature: O Approved 0 Denied
4m; C " kv�,
U/1 ee�—
Department ad Ray Silver
City Administrator
LATESUBM 07/14/94
RCA ROUTING SHEET
INITIATING DEPARTMENT: Economic Development
SUBJECT: Continuance of Public Hearing -- California Statewide
Communities Development Authority Multifamily Housing
Revenue Refunding Bonds Rivermeadows Apartments)
COUNCIL MEETING DATE: I May 3, 1999
RCA ATTACHMENTS STATUS
Ordinance (w/exhibits & legislative draft if applicable) Not Applicable
Resolution (w/exhibits & legislative draft if applicable) Not Applicable
Tract Map, Location Map and/or other Exhibits Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attome Not Applicable
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attome Not Applicable
Certificates of Insurance (Approved by the City Attorney) Not Applicable
Financial Impact Statement Unbud et, over$5,000 Not Applicable
Bonds If applicable Not Applicable
Staff Report If applicable Attached
Commission, Board or Committee Report (If applicable) Not Applicable
Findings/Conditions for Approval and/or Denial Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED RETURNED FORWARDED
Administrative Staff
Assistant City Administrator Initial
City Administrator Initial oz�
City Clerk
EXPLANATION FOR RETURN OF ITEM:
Only)(Below Space For City Clerk's Use
RCA Author: svk @ 5457
NOTICE OF PUBLIC HEARING
RIVERMEADOWS APARTMENTS
NOTICE IS HEREBY GIVEN that the City Council of the City of
Huntington Beach at its regular meeting on May 3, 1999, will hold a public
hearing and consider approval of the issuance by the California Statewide
Communities Development Authority multifamily housing revenue refunding
bonds in the aggregate principal amount of Ten Million Dollars ($10,000,000), the
proceeds of which will be applied to the refinancing of the acquisition and
construction of a multifamily residential rental facility commonly known as the
Rivermeadows Apartments (the "Project") located at 8945 Riverbend Drive in the
City of Huntington Beach, California.
The owner of the Project is Archstone Communities Trust, a Maryland real
estate investment trust.
All those interested in matters related to the issuance of the revenue
bonds are invited to attend and be heard at the meeting, which will commence at
7:00 p.m., and will be held in the Council Chambers, located at 2000 Main Street,
Huntington Beach, California. If you have any questions regarding this matter,
please call Lawrence Tonomura of the California Statewide Communities
Development Authority, at (925) 933-9229.
By: /s/ Connie Brockway
City Clerk
Dated: APK I L. q , 1999
PROOF OF PUBLICATION
STATE OF CALIFORNIA)
) SS.
County of Orange )
I am a Citizen of the United States and a
resident of the County aforesaid; I am
over the age of eighteen years, and not a WN#W MCom
aeu�car uf,Hurmnu►
party to or interested in the below Befth at Its
meet-
entitled matter. I am a principal clerk ofowmilk io, a , .
the HUNTINGTON BEACH INDEPENDENT a ' '11
i statewide Communities
Development ,AAAhorRy,
newspaper of general circulation, printed muwaW ,
and published in the City of Huntington An
Beach, County of Orange, State of 0W , to
prodeecisof wNch wM. tm
California, and that attached Notice is a
true and complete copy as was printed
and published in. the Huntington Beach ` '
and Fountain Valley issues of said I {
newspaper to wit the issue(s) of:
� .
April 15, 1999
:=fin
Win
I declare, under penalty of perjury, that
the foregoing is true and correct. 'w
Executed on April 15, 1999
at Costa Mesa, California.
Signature
PROOF OF PUBLICATION
STATE OF CALIFORNIA)
) SS.
County of Orange )
..�_,W
I am a Citizen of the United States and a = "
��
V'h
resident of the Coun aforesaid• I am
`I i4CL' 1S H
over the ears age of eighteen and not a GIV�Nftt tC yr4un-
g g Y CAdf0ftyC1w�
�z
party to or interested in the below , ss ,
entitled matter. I am a principal clerk of
WW
the HUNTINGTON BEACH INDEPENDENT, a u� �e
newspaper of general circulation, printed n"
and published in the City of Huntington Ems. ,en
Beach, County of Orange, State of pof .
joft
California, and that attached Notice is a `
true and complete copy as was printed
and published in the Huntington Beach ,,
and Fountain Valley issues of said
newspaper to wit the issue(s) of:
l'
April 15, 1999
Main `
declare, under penalty of perjury, that ;, !
the foregoing is true and correct. "
Executed on April 15, 1999
Ai
at Costa Mesa, California. `
Signature
co
,
1 THO11AS A. DOWNEY, STATE BAR # 139591
COUrTNEY L. JONES, STATE BAR # 178686
JONES HALL, A PROFESSIONAL LAW CORPORATION
650 California Street, 18th Floor
3 San Francisco, CA 94108
4
Attorneys for Plaintiff
5 California Statewide Communities Development
Authority
6
7 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
8 IN AND FOR THE COUNTY OF SACRA4ENTO
9 CALIFORNIA STATEWIDE COMMUNITIES ) No. 99AS01384
1Q DEVELOPMENT AUTHORITY, a public )
entity )
ll )
Plaintiff,
12 V. )
13 ) SUMMONS
ALL PERSONS INTERESTED IN THE ) CITATION JUDICIAL
TTER of the Approval and ) (§ 860 et seq. of the Code
14 DZ.
Confirmation of Certain Bonds and ) of Civil Procedure)
15 Related Contracts for the Purpose
of Refinancing Outstanding )
16 ltifamily Housing Revenue Bonds )
Pursuant to a Financing Program, )
17 and All Proceedings Leading
Thereto, Including the Adoption of
18 a Resolution Approving Such )
Program and Financings, )
19 )
Defendants. )
21 )
22
23 )
r ;
4
25 C";..,
26
27
I dedare A ir penalty of perjury that I am employed by the Clay that 1 am employed by the I
of Huntingto each,in the ,�/gfflce and _1_
that I posted is Agenda on Bul t Boa irrtheoutsidepost+ SUMMONS office an
ing b and attie Civic Center on 'at a.m. + ^ is ?utSidB i o;t
Date Sig re'&�1
Signature
1
2 NOTICE ! YOU HAVE BEEN SUED. THE COURT MAY DECIDE AGAINST YOU
3 WITHOUT YOUR BEING HEARD UNLESS YOU RESPOND NOT LATER THAN MAY 3 ,
4 1999 , WHICH IS TEN (10) DAYS AFTER COMPLETION OF THE PUBLICATION OF
5 THIS SUMMONS. READ THE INFORMATION BELOW.
6 AVISO ! USTED HA SIDO DEMANDADO. EL TRIBUNAL PUEDE DECIDIR
7 CONTRA USTED SIN AUDIENCIA A MENOS QUE USTED RESPONDA NO 11AS TARDE
8 QUE EL TRES DE MAYO, 1999, QUE ES DIEZ (10) DIAS DESPUES DE
9 TER1,1INACION DE PUBLICACION DE ESTA CITACION. LEA LA INFORMACION QUE
10 SIGUE.
11 TO ALL PERSONS INTERESTED IN THE MATTER OF THE APPROVAL AND
12 CONFIRMATION OF CERTAIN BONDS AND RELATED CONTRACTS FOR THE PURPOSE
13 OF -REFIN_ANCING OUTSTANDING MULTIFAMILY HOUSING REVENUE BONDS
14 PURSUANT TO A FINANCING PROGRAM, AND ALL PROCEEDINGS LEADING
15 THERETO, INCLUDING THE ADOPTION OF A RESOLUTION APPROVING SUCH
16 PROGRAM AND FINANCINGS.
17 PLEASE TAKE NOTICE THAT the California Statewide Communities
18 Development Authority has filed a civil complaint against 'you
19 nursuant to California Code of Civil Procedure Section 860 et seq.
20 and California Government Code Section 53589 .5 for the purpose of
21 validating the proposed issuance of multifamily housing revenue
22 bonds and revenue refunding bonds a portion of which will be issued
23 for the purpose of refinancing bonds issued to finance multifamily
24 housing facilities located in the State of California, including
25 the cities of Agoura Hills, Carlsbad, Huntington Beach, Moorpark
26 and San Buenaventura, and other related matters . If you wish to
27 contest the legality or validity of this lawsuit, you must appear'
28 and file with the Court a written pleading in response to the
-2-
SUMMONS
, a
I complaint not later than May 3 , 1999, which date is at least ten
2 days after completion of the publication of this summons . Your
3 pleading must be in the form required by the California Rules of
4 Court . Your original pleading must be filed in this Court with
5 proper filing fees and proof that a copy thereof was served on
6 Plaintiff ' s attorneys.
7 Unless you so respond, your default will be entered upon
8 Plaintiffs ' application and this Court may enter a judgment against
9 you for the relief demanded in the complaint. Persons who contest
10 the legality or validity of the matter will not be subject to
11 punitive action, such as wage garnishment or seizure of their real
1-' or personal property.
13 YOU MAY SEEK THE ADVICE OF AN ATTORNEY IN ANY MATTER CONNECTED
14 ° ITH THE COMPLAINT OR THIS SUMMONS. SUCH ATTORNEY SHOULD BE
15 CONSULTED PROMPTLY SO THAT YOUR RESPONSE MAY BE FILED OR ENTERED
16 ;WITHIN THE TIME REQUIRED BY THIS SUMMONS.
17 SI USTED DESEA SOLICITAR EL CONSEJO DE UN ABOGADO EN ESTE
18 AS UNTO, DEBERIA HACERLO IMEDIATAMENTE, DE ESTA MANERA, SU REPUESTA
19 ESCRITA, SI HAY ALGUNA, PUEDE SER REGISTRADA A TIEMPO.
2U The name and address of the Court is (El nombre y direccion
21 del Superior Tribunal es) :
22 Superior Court of the State of California
In and for the County of Sacramento
23
720 Ninth Street
24 Sacramento, California 95814
25
26
27
28
-3-
SUMMONS
1 The names and addresses of Plaintiffs' attorneys are (Los
2 nombres y direcciones del abogado del demandante son) :
3 THOMAS A. DOWNEY, ESQ.
4 COURTNEY L. JONES, ESQ.
JONES HALL, A PROFESSIONAL LAW
5 CORPORATION
6 650 California Street, 18th Floor
7 San Francisco, CA 94108
Phone: 415-391-5780
8
9 Dated: MAR 2 6 1999
10
11 .1. CARBONI
By:
12 Clerk
(Actuario)
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-4-
SUtMONS
NOTICE OF PUBLIC HEARING
REISSUANCE OF MULTI-FAMILY HOUSING REVENUE BOND
HUNTINGTON BREAKERS PROJECT
NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach, at
its regular meeting on May 17, 1999, will hold a public hearing and consider approval of
the reissuance by the City of Huntington Beach of its Variable Rate Demand Multifamily
Housing Revenue Bond(Huntington Breakers Project—Freddie Mac Credit Enhanced)
1996 Series A in an amount not to exceed Sixteen Million Dollars ($16,000,000),
originally issued for the purpose of assisting in the refinancing of the acquisition,
construction and development of a multifamily rental housing development in the City of j
Huntington Beach(the"Project").
The Project consists of 342 units and is located at 21270 Beach Boulevard in the
City of Huntington Beach, California. The owner of the Project is Huntington Breakers
Apartments, Limited, a California limited partnership.
All those interested in matters related to the issuance of said bonds are invited to
attend and be heard at the meeting which will commence at 7:00 p.m., or as soon as
practicable thereafter and will be held in the City Council Chambers, City Hall, 2000
Main Street, Huntington Beach, California. If you have any questions regarding the
public hearing, please contact Stephen Kohler, Project Manager, City of Huntington
Beach, at(714) 536-5457.
By. /S/ Connie Brockway
City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
(714) 536-5227
Dated: April 22, 1999
PROOF OF PUBLICATION
STATE OF CALIFORNIA)
) SS.
County of Orange )
I am a Citizen of the United States and a
PUBLIC iiEA1iti1G
resident of the County aforesaid; I am REISSUANCEOF
MULTI-FAMILY
over the age of eighteen years, and not a HOUSING REVENUE
party to or interested in the below HUN'OINNG oN
BREAKERS PROJECT
entitled matter. I am a principal clerk of NOTICE IS HEREBY
GWM the HUNTINGTON BEACH INDEPENDENT, a ci City t e Huntity ngtoon-
Beach,at its regular meat
newspaper of general circulation, printed ;^q a May 99•�I a
and published in the City of Huntington consider y the 9
Beach County of Orange State of 'u b the city of
Hurrtk�gkx, Beach `ol its
variable Rate Demand
California, and that attached Notice is a ewe Bond' (HuriMgttgn
Breakers Project-Freddie
true and complete copy as was printed � c Credit Enhanced)
and published inthe Huntington Beach amo series A in an
amount not to exceed
and Fountain Valley issues of said Sixteen Minion Dollars
($ts,o�,000),ems" is
-
and for the " of
newspaper to wit the issue(s) of: �e imialnere Me acgmisition, :constrvc•
tion and development of a ,
multifamily rental housing
development in the City of
Huntington Beach (the
"Project').
The Project Consists bf
342 units and:is located at.
21270 Beach Boulevard in
April 29 , 1999 the city. of Huntington`
Beach, California. The:;
owner of the Project is.
Huntington Sneakers'
Apartments,i invited,aCal-
domia limited partnership:
I declare, under penalty of perjury, that All those interested in
matters related to the is-
the foregoing is true and correct. suited of said bonds
invited to attend and be
heard at the meeting which
win Commence at 7W.
p.m., or as soon as prac-
ticable-thereafter and will
Executed on April 29 199 9 be held in the City Council.'
Chambers,City Han,
at Costa Mesa, California. 2000 Main eef, Hunt
ington Beach,,Canfomia.If
you have.any QIJestions re-
garding the public hearing,
please. contact Stephen
Kohler, Project Manager,
City of Huntington Beach,
at714)536-5457.
By: Connie Brockway
City Glmrk
City of
Huntington Beach
20tMt Rain Street
Huntington Beach,CA
I nature 92648,(714)536-5227
g Dated:Aptit 22,1999
Published Huntington
Beach-Fountain valley In-
dependent April 29,1999-,
045-M
PROOF OF PUBLICATION
STATE OF CALIFORNIA)
) SS.
County of Orange )
am a Citizen of the United States and a PUBIXEOV
RERM
resident of the County aforesaid; I am -FAWL.1fY
ANCE OF
over the age of eighteen years, and not a HOUSING-REVENUE
party to or interested in the below HUNTINGTON
entitled matter. I am a principal clerk of 6NOAKERSPRE T
tdOT{GE IS HEREBY
P P �of �ofHunt gt;
the HUNTINGTON BEACH INDEPENDENT, a Beach,at its raqtAarq"-
ing wr May 17, less,-will.
newspaper of general circulation, printed hold public hearing and
and published in the City of Huntington �'py che
Beach, County of Orange, State of Va ab{e Rate Demard`,
mumlemlly , :.
California, and that attached Notice is a eruie Bond (Huntington
true and complete copy as was printed BFreddy
Mac .Gcerie Entranced)
19B6. Series A in an
amount not to exceed
an published in the Huntington Beach Sixteen Million Wlars
and Fountain Valley issues of said steno the '
srx�for tsa as-
sisting rote of
newspaper to wit the issue(s) of: the iiqftitim «oriatrac
tion:and'develloommW oi a
multifamily rental housing
development in the of.
Huntington Beach the
The Project consists
342 unitsand is localled at
21270 Beach Boulevard'iri'
April 2 9, 1999 the chi��" n't`h"e'
owner_of the .PKgw is
Huntington-Breakers
Apartments,Umited,a Gal-
declare under penalty of perjury, that Cal-
ifornia Interested i
All those interested- in
r , matters related to the is-
are
the foregoing is true and correct. kited to said,d� be
heard at the meeting Which
will commence at c 7:00
p.m:, w as sown as prat
Oca thereafter and 01
Executed on April 29 , 1999 Chambers held ,CAy`lall ity Council.
2000 Main-Street, Hunt-
at Costa Mesa, California. ingtonBeach,carffwnle.It
you have any ae•
gaWing the hearing,
contact Stephen
, Project Manager,
Of Huntington Beach,
B 14)536-5457.
By:!S/ConrrieG�ockwey
wU �Of
tileadn
toot► aaarest
n *CA
Signature 1 07
g Datetl Apra 22,1�8-
fpublished
Beach-Fountain In-
dependent April
045-843
10
0
To replace
City-issued
bonds with
bonds issued
by the
California
Statewide
$10,000,000 Multifamily Housing
Communities
Revenue Refunding Bond1999 Development
City Council Public Hearing (D-1) Authority
May 17, 1999
Slide 3
• Project Owner wishe!to ake • City is i member through
this
advantage of lower borrowing IMStatewide Pool through
costs through California Joint Powers Agreement
Statewide Communities approved June 1988.
Development Authority
Slide 3 Slide;¢.:';T.
J
1
THE PROJECT: • The 20% affordability
covenants expired in 1986
• 152 units
• Located at Magnolia and 1-405 • Refinancing will renew
• Originally built and financed in covenants and extend until
1985 2008
Slide 5 Slide 6
Five Points Senior Project 1
a
Bonds are NOT an obligation of City
• Tax code requires public
hearing prior to participation
S� in a Statewide Authority
*,
Slide] Slide B
E Soll
Tonight's Procedure: A City Council Motion to Approve:
1. Open Public Hearing
2. Take Testimony City Council Resolution
y approving issuance of multi-
3. Close Hearing family housing revenue
4. Entertain Motion refunding bonds and execution
and delivery of amended
= documents.
Slide 9 Slide 10
O
Five Points Senior Project 2