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HomeMy WebLinkAboutCity Council - 5498 RESOLUTION NO. 5498 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING THE EXECUTION OF A FIRST SUPPLEMENTAL TRUST INDENTURE AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO 001000,000 Home Mortgage Revenue Bonds, 1984 Series A WHEREAS, Chapters 1 - 5 of Part 5 of Division 31 of the Health and Safety Code of the State of California (herein called the "Act" ) authorizes cities and counties to issue revenue bonds for the purpose of financing home mortgages authorized by the Act, and the Act provides a complete, additional and alternative method for doing the things authorized thereby; The City of Huntington Beach (the "City" ) issued, sold and delivered 00,000,000 principal amount of Home Mortgage Revenue Bonds, 1984 Series A (the "Bonds" ) pursuant to the Act and a Trust Indenture by and between the City and the Trustee, dated as of July 1 , 1984, (the "Indenture" ) for the purpose of providing funds to purchase home mortgages (the "Home Mortgages" ) made to provide permanent financing for residences and for the purpose, among other things , of pledging the Home Mortgages as security for payment of the principal of and interest on the Bonds; The City has heretofore entered into agreements (the "Commitment Contracts" ) , which have been approved and accepted by the Trustee and the lenders for the City' s program (the "Lenders" ) , for the purpose of setting forth, among other things,- the terms and conditions pursuant to which developers and other sellers of Homes and the Lenders will deliver Home Mortgages for purchase by the Trustee on behalf of the City and the City will reserve proceeds of the Bonds to provide funds for such purpose; The City has been informed by the underwriters for the Bonds that the Indenture (and, by reason of the incorporation therein of the applicable provisions of the Indenture, the Commitment Contracts )contain provisions relating to the transfer of developers ' reservations under the Commitment Contracts which are more restrictive in nature than was intended at the time the Indenture and the Commitment Contracts were prepared and executed, such restriction being intended to be with respect to the transfer of the aggregate of developers ' reservations and not with respect to the transfer of each of the developer reservations applied separately; The City has been further informed by the underwriters for the Bonds that the underwriters have confirmed with Moody' s Investors Services, Inc. , the rating agency which assigned a rating to the Bonds, that such provision in the Indenture and in the Commitment Contracts are more restrictive than Moody's Investors Services; Inc. intended in connection with its assignment of a rating to the Bonds; and The provisions of Article X of the Indenture permit the City to adopt a supplemental indenture, without the approval of the Bondholders, but with the consent of the Trustee, to correct any defect in the Indenture, and the City has determined that it is in the interest of the City's Home mortgage Financing Program to authorize and direct the execution of a First Supplemental Trust indenture in order to correct the provisions of the Indenture with respect to such transfer of resevations by the developers; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach as follows : The First Supplemental Trust Indenture, in the form as submitted to the City at this meeting, is hereby approved and authorized and directed to be executed and delivered on behalf of the City by the City Administrator and his signature thereto to be attested by the City Clerk who shall affix thereto the official seal of the City. The First Supplemental Trust Indenture shall only be effective upon (i ) the execution thereof by the Trustee, who shall by the execution thereof, provide its consent to the amendment therein 2 . provided in the manner required by Section 1001(6) of the Indenture and (ii ) the delivery therewith to the Trustee of a Counsel ' s Opinion (as defined in the Indenture) stating that the First Supplemental Trust Indenture has been duly and lawfully adopted by the City in accordance with the provisions of the Indenture, is authorized or permitted by the Indenture and is valid and binding upon the City and enforceable in accordance with its terms . A certified copy of this Resolution, together with a copy of the form of the First Supplemental Trust Indenture, shall be transmitted by the City Clerk to Moody' s Investors Services, Inc. , Attention Steven D. Schrager This resolution shall take effect from and after its adoption.- PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 19th day of February , 1985. ,a Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorney XZ� -1_' � ^$5 REVIEWE D APPROVED: I �ITIAT D AND APPROVED: City Administr or Deputy Director of Redevelopment AJF:trn 1/21/85 0382L 3 . ' A 3440H JHHW:ACH 1/7/85 ky FIRST SUPPLEMENTAL TRUST INDENTURE by and between CITY OF HUNTINGTON BEACH AND FIRST INTERSTATE BANK OF CALIIFORNIA Trustee ------------------------ Dated as of February 19, 1985 ------------------------ Relating to $20,000,000 Home Mortgage Revenue Bonds, 1984 Series A FIRST SUPPLEMENTAL TRUST INDENTURE THIS FIRST SUPPLEMENTAL TRUST INDENTURE is made and entered into as of January r, 1985, by and between the City of Huntington Beach, a municipal corporation, organized and existing under, and by virtue of the laws of the State of California ("City") , and First Interstate Bank of California, a state banking corporation, duly organized and existing under the laws of the State of California and authorized to accept and execute trusts of the character herein described and by virtue of the laws of the State of California with its principal corporate trust office located in Los Angeles , California, as trustee ("Trustee") , W I T N E S S E T H: WHEREAS, Chapters 1-5 of Part 5 of Division 31 of the Health and Safety Code of the State of California (herein called the "Act") authorizes cities and counties to issue revenue bonds for the purpose of financing home mortgages authorized by the Act, and the Act provides a complete, additional and alternative method for doing the things authorized thereby; WHEREAS, the City of Huntington Beach (the "City") issued, sold and delivered $20,000,000 principal amount of Home Mortgage Revenue Bonds, 1984 Series A (the "Bonds") pursuant to the Act and a Trust Indenture by and between the City and the Trustee, dated as of July 1 , 1984, (the "Indenture") for the purpose of providing funds to purchase home mortgages (the "Home Mortgages") made to provide permanent financing for residences and for the purpose, among other things, of pledging the Home Mortgages as security for payment of the principal of and interest on the Bonds; WHEREAS, the City has heretofore entered into agreements (the "Commitment Contracts"), which have been approved and accepted by the Trustee and the lenders for the City' s program (the "Lenders"), for the purpose of setting forth, among other things, the terms and conditions pursuant to which developers and other sellers of Homes and the Lenders will deliver Home Mortgages for purchase by the Trustee on behalf of the City and the City will reserve proceeds of the Bonds to provide funds for such purpose; WHEREAS, the City and the Lenders have entered into Home Mortgage Purchase Agreements and Servicing Agreements under which the City has agreed to purchase the Home Mortgages and the Lenders have severally agreed to sell without recourse and to service the Home Mortgages; , r WHEREAS, the City has been informed by the underwriters for the Bonds that the Indenture (and, by reason of the incorporation therein of the applicable provisions of the Indenture, the Commitment Contracts) contain provisions relating to the transfer of developers' reservations under the Commitment Contracts which are more restrictive in nature than was intended at the time the Indenture and the Commitment Contracts were prepared and executed, such restriction being intended to be with respect to the transfer of the aggregate of developers ' reservations and not with respect to the transfer of each of the developer reservations applied separately; WHEREAS, the City has been further informed by the underwriters for the Bonds that the underwriters have confirmed with Moody' s Investors Services, Inc. , the rating agency which assigned a rating to the Bonds, that such provisions in the Indenture and in the Commitment Contracts are more restrictive than Moody' s Investors Services, Inc. intended in connection with its assignment of a rating to the Bonds and that the correction of the restriction will not adversely impact the rating assigned to the Bonds; and WHEREAS, provisions of Article X of the Indenture permit the City to adopt a supplemental indenture, without the approval of the Bondholders, but with the consent of the Trustee, to correct any defect in the Indenture, and the City has, pursuant to Resolution No. 5498, adopted February 19 , 1985, authorized and directed the execution of this First Supplemental Trust Indenture in order to correct the provisions of the Indenture with respect to such transfer of reservations by the developers; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL TRUST INDENTURE WITNESSETH: 101 . Authority for this First Supplemental Indenture. This First Supplemental Trust Indenture is entered into pursuant to the provisions of Section 1001 (6) of the Indenture and Resolution No. 5498, adopted by the City on February.12 1985. 102. Amendment of the definition of "Project The definition of the term "Project" contained in Section 103 of the Indenture is amended by deleting the phrase "that not more than 10% of each developer' s reservation of the proceeds of the Bonds" and inserting in its place the phrase "that not more than 10% of the aggregate of developers' reservation of the proceeds of the Bonds" to read as follows: "Project means Homes located within a subdivision developed or being developed by a developer who has entered into a Commitment Contract, which Homes are proposed to be financed directly or indirectly with the proceeds of the Bonds, namely, -2- } Developer Project Reservation Mola Development Corporation Cabo Del Mar $12,543,750 Seabridge Villas Seabridge Village The William Lyon Company Terry Park Condominiums 2,505,750 Westfield Huntington Company Pointe Surfside II 4,240,500 provided that not more than 40% of the net proceeds of the Bonds may, with the City' s prior written approval to be determined on a case by case basis, be applied to finance Homes within the City which have been previously occupied and, provided further, that not more than 10% of the aggregate of developers' reservation of the proceeds of the Bonds may, with the City' s prior written approval to be determined on a case by case basis be applied to finance Homes which are newly constructed, but which have not been included within a developer's reservation under a Commitment Contract executed prior to the initial delivery of the Bonds. 103. This First Supplemental Trust Indenture to be effective. This First Supplemental Trust Indenture shall only be effective upon (i) the execution hereof by the Trustee, who shall by the execution hereof, provide its consent to the amendment herein provided in the manner required by Section 1001(6) of the Indenture and (ii ) the delivery herewith to the Trustee of a Counsel ' s Opinion (as defined in the Indenture) stating that this First Supplemental Trust Indenture has been duly and lawfully adopted in accordance with the provisions of the Indenture, is authorized or permitted by the Indenture and is valid and binding upon the City and enforceable in accordance with its terms. -3- .. ti IN WITNESS WHEREOF, the City of Huntington Beach has caused this First Supplemental Trust Indenture to be signed on its behalf by the City Administrator and attested by its City Clerk, and its corporate seal to be hereunto affixed; and First Interstate Bank of California has caused this First Supplemental Trust Indenture to be signed on its behalf, in its corporate name, by one of its Vice Presidents and one of its Assistant Trust Officers, all as of the date and year first above mentioned. CITY OF HUNT INGTON BEACH By Cir4vistrator (SEAL) Attest City Clerk FIRST INTERSTATE BANK OF CALIFORNIA Vice President "20�- — A644i#&r& TrusT Off i c e r — -— -- (S E .A L) -4- Res. No. 5498 STATE OF CALIFORNIA ) COUNTY OF ORANGE CITY OF HUNTINGTON BEACH ) 1, ALICIA M. WENTWORTH, 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 more than a majority of all the members of said City Council at a regular meeting thereof held on the 19th day of February 19 85 by the following vote: AYES: Councilmen: Kelly, MacAllister, Mandic, Bailey, Finley, Green, Thomas NOES: Councilmen: None ABSENT: Councilmen: None City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California