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HomeMy WebLinkAboutCity Council - 6032 CITY OF HUNTINGTON BEACH RESOLUTION NO. 62 A RESOLUTION APPROVING, AND AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF, A FIRST SUPPLEMENTAL TRUST INDENTURE, AN AMENDMENT TO A LOAN ORIGINATION AND SERVICING AGREEMENT, A REMARKETING AGREEMENT, AND DIRECTING RELATED ACTIONS IN CONNECTION THEREWITH, IN CONJUNCTION WITH THE VILLAGE PARTNERSHIP PROJECT WHEREAS, the City of Huntington Beach (the "City") has issued its Variable Rate Demand Multifamily Housing Revenue Bonds (Mercury Savings and Loan Associated/Village Partnership Project) , 1986 Series A in the aggregate principal amount of $7,700, 000 (the "Bonds") pursuant to an Indenture of Trust, dated as of November 1, 1986, from the City to Seattle-First National Bank, as Trustee (the "Trustee") ; and The developer of the project financed with the proceeds of the bonds, Village Partnership, a California general partnership (the "Developer") has notified Bankers Trust Company ("Bankers Trust") that pursuant to the Remarketing Agreement, dated as of November 1, 1986, by and among the City, Mercury Savings and Loan Association (the "Association") Bankers Trust and the Developer, the Developer intends to replace Bankers Trust and has requested that the City amend the Indenture and the Loan Origination and Servicing Agreement, dated as of November 1, 1986, among the City, the Trustee, the Association and the Developer (the "Loan Origination Agreement") to provide a revised method of determining the interest rate on the Bonds and enter into a new remarketing agreement in connection with the remarketing of the Bonds; and Section 1002 of the Indenture provides that the Indenture may be amended by the execution of a supplemental indenture approved and 6032 -1- consented to by the Owners of all of the Bonds then Outstanding for the purpose of reducing the interest rate on the Bonds; and The City anticipates that the Owners of all of the Bonds Outstanding will consent to and approve the execution of a supplemental indenture (the "First Supplemental Trust Indenture") as provided in the Indenture; Section 10. 6 of the Loan Origination Agreement provides for the amendment of such Agreement upon the written consent of all of the parties thereto; and The Developer, the Association and the Trustee, have consented to the execution and delivery of the First Supplemental Trust Indenture and the Developer, the Association and the Trustee have consented to the execution and delivery of an amendment to the Loan Origination Agreement (the "First Amendment") ; and A Remarketing Agreement, dated as of June 1, 1989, by and among the City, the Association, the Developer and Bank of America, National Trust and Savings Association, as Remarketing Agent, (the "1989 Remarketing Agreement") has been delivered to the City for its execution thereof . NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AS FOLLOWS: SECTION 1. Supplemental Indenture. The City hereby approves and authorizes the execution and delivery of the First Supplemental Trust Indenture, in substantially the form on file with the City Clerk of the City together with any additions thereto or changes therein deemed necessary or advisable by the City Administrator pursuant to the advice of Counsel to the City and approved by the City Attorney. The Mayor and City Clerk, or such _2_ 6032 other persons designated by the City Council, are hereby authorized and directed to execute and deliver to the Trustee, for and in the name of the City, the First Supplemental Trust Indenture; provided, however, the execution and delivery of the First Supplemental Trust Indenture has been consented to and approved by the Owners of all of the Bonds Outstanding at the time of the execution and delivery thereof . SECTION 2. First Amendment. The City hereby approves and authorizes the delivery and execution of the First Amendment, in substantially the form on file with the City Clerk of the City together with any additions thereto or changes therein deemed necessary or advisable by the City Administrator pursuant to the advice of Counsel to the City and approved by the City Attorney. The Mayor and the City Clerk, or such other persons designated by the City Council, are hereby authorized and directed to execute and deliver to the Trustee, the Association, and the Developer, for and in the name of the City, the First Amendment; provided, however, the execution and delivery of the First Supplemental Trust Indenture has been consented to and approved by the Owners of all of the Bonds Outstanding at the time of the execution and delivery thereof. SECTION 3. Remarketing Agreement. The City hereby approves and authorizes the execution and delivery of the 1989 Remarketing Agreement in substantially the form on file with the City Clerk of the City together with any additions thereto or changes therein deemed necessary or advisable by the City Administrator pursuant to advice of Counsel to the City and approved by the City Attorney. The Mayor and the City Clerk, or such other person designated by the City Counsel, are hereby authorized and directed to execute and deliver to the parties thereto, for and in the name of the City, the 1989 3_ 6032 Remarketing Agreement . SECTION 4. Official Action. The City Administrator, any and all other officials of the City or such other person designated by the City Council are hereby directed, for and on behalf of the City, to do any and all things and take any and all actions, including, without limitation, the execution and delivery of any and all amendments or supplements to the documents executed and delivered by the City in connection with the issuance of the Bonds, any and all assignments, certificates, agreements, notices, consents, instruments of conveyance and other documents, which they, or any of them, on the advice of Counsel to the City and approved by the City Attorney, may deem necessary or advisable in order to effect the amendments of the Indenture and the Loan Origination Agreement, as provided herein, and any and all assignments, certificates, agreements, notices, consents, instruments of conveyance and other documents which may be required by the Internal Revenue Code of 1986, which they, or any of them, on the advice of Counsel to the City, may deem necessary or advisable in connection with the amendments of the Indenture and the Loan Origination Agreement, as provided herein. PASSED and ADOPTED this 19th day of June, 1989, by the following vote: AYES: MacALLISTER, GREEN, WINCHELL, BANNISTER, MAYS, ERSKINE NOES: NONE ABSENT: SILVA ABSTAIN: Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorney " 6 -4- (�-� �j, 6032 Res. No. 6032 STATE OF CALIFORNIA COUNTY OF ORANGE 3 ss: CITY OF HUNTINGTON BEACH I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City 9 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 19th day of June 19 M_, by the following vote: AYES: Councilmembers MacAllister, Green, Winchell, Bannister, Mays, Silva, Erskine NOES: Councilmembers: None ABSENT: Councilmembers: None City Clerk and ex-offiClo Clerk of the City Council of the City of Huntington Beach, California