Revision of Bond Issue Authorization for Vista Sonoma Senior Apartments

February 9, 1999


RESOLUTION NO. 23867

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ROSA AMENDING THE DECLARATION OF ITS INTENTION TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF TAX-EXEMPT OBLIGATIONS AND DIRECTING CERTAIN ACTIONS

WHEREAS, the City of Santa Rosa (the "City") intends to issue tax-exempt obligations (the "Obligations") for the purpose, among other things, of making a loan to Vista Sonoma Senior Living, L.P., a California limited partnership (the "Developer"), the proceeds of which shall be used by the Developer to finance the acquisition, construction and development of a multifamily housing facility located at 1401 Townview Avenue in the City of Santa Rosa, California and to be commonly known as Vista Sonoma Senior Living Apartments (the "Project") and has declared its intention to do such in Resolution No. 23426 adopted January 27, 1998; and

WHEREAS, the Developer has requested the City to amend the declaration of its intention to issue the Obligations to increase the maximum amount of proceeds of the Obligations to be used for the financing of the Project from "not to exceed $10,700,000" to "not to exceed $12,840,000";

WHEREAS, it is in the public interest and for the public benefit that the City amend the declaration of its official intent to reimburse the expenditures referenced herein.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ROSA DOES HEREBY RESOLVE as follows:

1. The City intends to issue the Obligations for the purpose of paying the costs of financing the acquisition, construction and development of the Project.

2. The City hereby declares that it reasonably expects that a portion of the proceeds of the Obligations will be used for reimbursement of expenditures for the acquisition, construction and development of the Project that are paid before the date of initial execution and delivery of the Obligations.

3. The maximum amount of proceeds of the Obligations to be used for reimbursement of expenditures for the acquisition, construction and development of the Project that are paid before the date of initial execution and delivery of the Obligations is $12,840,000.

4. The foregoing declaration is consistent with the budgetary and financial circumstances of the City in that there are no funds (other than proceeds of the Obligations) that are reasonably expected to be(i) reserved, (ii) allocated or (iii) otherwise set aside, on a long-term basis, by or on behalf of the City,or any public entity controlled by the City, for the expenditures for the acquisition, construction and development of the Project that are expected to be reimbursed from the proceeds of the Obligations.

5. The Developer shall be responsible for the payment of all present and future costs in connection with the issuance of the Obligations, including, but not limited to, any fees and expenses incurred by the City in anticipation of the issuance of the Obligations, the City's financing fee with respect to the issuance of the Obligations, the City's annual administration fee with respect to administering the provisions of a regulatory agreement with respect to the Project, the cost of printing any official statement, rating agency costs, bond counsel fees and expenses, underwriting discount and costs, trustee fees and expense, and the costs of printing 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.

6. The adoption of this Resolution is solely for the purpose of meeting the requirements of the Internal Revenue Code of 1986 and shall not be construed in any other manner, the City nor its staff having fully reviewed or considered the financial feasibility 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, including, but not limited to, the approval of the financing documents by the City Council by resolution, (i) the City to provide financing to the Developer for the acquisition, construction and development of the Project or to issue the Obligations for purposes of such financing; 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, any environmental, General Plan, zoning or any other permit or other action necessary for the acquisition, construction, development or operation of the Project.

IN COUNCIL DULY PASSED this 9th day of February, 1999.

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