Loading...
HomeMy WebLinkAboutCity Council - 6139 RESOLUTION NO. 6139 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY MORTGAGE REVENUE BONDS TO REFUND BONDS ISSUED TO PROVIDE FINANCING FOR CONSTRUCTION OF SEABRIDGE VILLAS APARTMENTS HOUSING PROJECT, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, LOAN AGREEMENT, REGULATORY AGREEMENT, OFFICIAL STATEMENT AND BOND PURCHASE AGREEMENT AND AUTHORIZING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS WHEREAS, Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, commencing with Section 53580 (the "Act") authorizes local agencies to incur indebtedness for the purpose of refunding any revenue bonds of the local agency, and the Act provides a complete, additional and alternative method for such financing; and The City of Huntington Beach (the "City") has previously issued its City of Huntington Beach, California, Multifamily Housing Revenue Bonds, 1985 Series A (Seabridge Villas Project) in the aggregate principal amount of $25,000,000 (the "1985 Bonds") to finance the construction and development of a multifamily rental housing project by Seabridge Villas Associates, a California general partnership (the "Developer"), located at 20191 Cape Coral Lane and 20251 Cape Coral Lane in the City of Huntington Beach (the "Project"), and the Developer has requested the City to issue its revenue bonds under the Act (the 'Bonds") for the purpose of refunding the 1985 Bonds in full; and A notice of a public hearing with respect to the proposed issuance of the Bonds has been published in accordance with the applicable requirements of federal tax law; and Such public hearing has been held before this City Council, and an opportunity was provided for interested parties to present arguments for and against the issuance of the Bonds; and The firm of Merrill Lynch Capital Markets (the "Underwriter") has informed the City that it expects to submit a bid to purchase all of the Bonds and in connection with the marketing of the Bonds has caused to be prepared an Official Statement describing the Bonds; and All conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach, as follows: Section 1. Recitals. The City Council hereby finds and declares that the above recitals are true and correct. Section 2. Authorization of Bonds. Pursuant to the Act, revenue bonds of the City, in an aggregate principal of $25,000,000 (the "Bonds"), are hereby authorized to be issued for the purpose of refunding the 1985 Bonds in full. The Bonds shall be executed by the manual or facsimile signature of the Mayor, the seal or facsimile of the seal of the City shall be reproduced thereon and the Bonds shall be attested by the manual or facsimile signature of the City Clerk, in the form set forth in and otherwise in accordance with the Indenture. -2- 6139 r Section 3. Indenture. ' The proposed form of Indenture of Trust (the "Indenture") between the City and Texas Commerce Bank National Association as trustee (the "Trustee"), in substantially 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 Indenture, and the City Clerk is hereby authorized and directed, for and in the name and on behalf of the City, to attest the Indenture, in substantially the form on file with the City Clerk together with any immaterial additions thereto or immaterial changes therein deemed necessary or advisable by the City Administrator. Section 4. Loan Agreement. The proposed form of Loan Agreement (the "Loan Agreement") among the Trustee, the City and the Developer, in substantially 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 Loan Agreement, and the City Clerk is hereby authorized and directed, for and in the name and on behalf of the City, to attest the Loan Agreement, in substantially the form on file with the City Clerk together with any immaterial additions thereto or immaterial changes therein deemed necessary or advisable by Y the City Administrator. Section 5. Regulatory Agreement. The proposed form of First Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") among the City, the Trustee and the Developer, in substantially the form on file with the City Clerk, is hereby approved. The Mayor is hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Regulatory Agreement, and the City Clerk is hereby authorized and directed, for and in the name and on behalf of the City, to attest -3- 6139 the Regulatory Agreement, in substantially the form on file with the City Clerk together with any immaterial additions thereto or immaterial changes therein deemed necessary or advisable by the City Administrator. Section 6. Sale of Bonds. The proposed form of Bond Purchase Agreement (the "Purchase Agreement") among the City, the Developer and the Underwriter, in substantially the form presented on file with the City Clerk, is hereby approved. The City Administrator is hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Agreement and to execute and deliver said Purchase Agreement in substantially the form on file with the City Clerk together with any immaterial additions thereto or immaterial changes therein deemed necessary or advisable by the City Administrator, Section 7. Official Statement. The proposed form of Official Statement relating to the Bonds (the "Official Statement"), in substantially the form on file with the City Clerk, is hereby approved. The City Administrator is hereby authorized and directed, for and in the name and on behalf of the City, (a) to execute and deliver to the Underwriter a certificate deeming the preliminary Official Statement to be nearly final prior to the distribution thereof by the Underwriter, (b) approve any changes in or additions to cause such Official Statement to be put in final form, and (c) execute said final Official Statement for and in the name and on behalf of the City. Distribution by the Underwriter of said preliminary Official Statement relating to the Bonds is hereby approved and authorized. Section 8. Issuance of Bonds. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the -4- 6139 Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by any of its officers. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase Agreement, upon payment of the purchase price therefor. Section 9. Engagement of Bond Counsel. The City Council hereby authorizes and directs the engagement of Jones Hall Hill & White, A Professional Law Corporation, as bond counsel to the City in connection with the sale of the Bonds, pursuant to and in accordance with the form of agreement with said firm on file with the City Clerk. The City Council hereby authorizes and directs the Mayor to execute said agreement for and in the name and on behalf of the City. Section 10. Official Actions. All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the officers of the City,including the Mayor, the Mayor Pro Tem, the City Administrator, the Deputy City Administrator, the City Clerk, the City Treasurer and any and all other officers of the City, are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, including but not limited to those certificates, agreements and other documents described in the Indenture, the Loan Agreement, the Regulatory Agreement, the Purchase Contract, and the other documents herein approved and any certificates, agreements or documents as may be necessary to further the purpose hereof. _5_ 6139 Whenever in this resolution any officer of the City is authorized to execute and deliver any document or take any action, such execution, delivery or action may be taken on behalf of such officer by any deputy thereto or by any other person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 11. Effective Date. This resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 21stday of May, 1990. Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorney r2 3,1,* REVIEWED AND APPROVED: INITIATD AND AP VED: City Administrator Chief of Admi ist tive Services -6- 6139 STATE OF CALIFORNIA Res. No. 6139 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 21st day Of MAY 1990 by the following vote: AYES: Councilmembers: Mar_A11ister, wine ell, Mays, Silva NOES: Councilmembers: None ABSENT: Councilmembers: Bannister, Erskine (absent) Green (out of room) L��Ci'l%!'GLti City Clerk and ex-offIcIV Clerk of the City Council of the City of Huntington Beach, California