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HomeMy WebLinkAboutCity Council - 6695 RESOLUTION NO. 6 6 a r, A RESOLUTION OF THE CITY OF HUNTINGTON BEACH APPROVING SALE OF MORTGAGE LOANS, APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF DOCUMENTS IN CONNECTION THEREWITH, AND AUTHORIZING AND DIRECTING RELATED ACTIONS WHEREAS, the City has issued its $20,000,000 Home Mortgage Revenue Bonds, 1983 Series A (the "Bonds") and has used a portion of the proceeds of the Bonds to acquire mortgage loans (the "Mortgage Loans") under and pursuant to a Trust Indenture, dated as of March 1, 1983, by and between the City and First Bank, National Association (the "Trustee"), as successor trustee to Bank of America National Trust and Savings Association, as trustee (the "Indenture"); WHEREAS, the Indenture provides that (i) the Bonds are subject to redemption in whole on any date from funds held in the Prior Redemption Fund as described in the Indenture; and (ii) amounts to be deposited in the Prior Redemption Fund pursuant to the Indenture include Revenues, which are defined in the Indenture to include proceeds of the sale of Mortgage Loans; WHEREAS, in order to dissolve the single family mortgage housing program (the "1983 Housing Program") established with the proceeds of the Bonds, thereby eliminating the City's obligations with respect to the administration of the 1983 Housing Program and the payment of the principal of and interest on the Bonds, the City intends to sell the Mortgage Loans pursuant to a loan purchase agreement (the "Loan Purchase Agreement") and liquidate the investments held under the Indenture, and use the proceeds thereof, together with the other amounts in the respective funds and accounts established under the Indenture, to redeem the Bonds; and WHEREAS, the City has determined that certain provisions of the indenture are inconsistent with the provisions of the Code (as defined in the Indenture) and that it is in the best interest of the City that a supplement to the Indenture now be executed and delivered to bring the provisions of the Indenture into conformity with the provisions of the Code; and WHEREAS, the foregoing agreements have been filed with the City Clerk of the City and it is proper at this time to approve and authorize and direct the execution and delivery of such agreements in order to consummate the transactions contemplated thereby; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach as follows: Section 1. Findings and Determination. This City Council hereby finds and determines that the sale of the Mortgage Loans as contemplated by the Loan Purchase Agreement and the amendment of the Indenture are proper under the Indenture, and serve the public purposes of the City in allowing the City to dissolve the 1983 Housing Program and redeem the Bonds. The City further finds and determines that the prices at which the Mortgage Loans will be sold, as shall be described in the Loan Purchase Agreement, shall be extensively negotiated by the City staff, and, pursuant to such negotiations, the prices shall be acceptable and reasonable in light of the transactions contemplated thereby and are otherwise on terms favorable to the City. Section 2. Approval of Loan Purchase Agreement and Supplemental Indenture. This City Council hereby approves the Loan Purchase Agreement by and between the City and Meridian Capital Markets and the Supplemental Indenture No. 1 to the Indenture, (the "Supplemental Indenture") in the forms on file with the City Clerk. The City Administrator or his deputy is hereby authorized and directed to execute and deliver the Loan Purchase Agreement and the Supplemental Indenture, for and in the name and on behalf of the City, with such changes as he or she, upon consultation with special counsel to the City for the transaction, shall determine. The City Administrator or his deputy is hereby expressly authorized to complete the Exhibits to the Loan Purchase Agreement indicating the Mortgage Loans to be sold thereby, so long as the Mortgage Loans are sold at a price sufficient, together with other amounts on deposit in the funds and accounts established under the Indenture, to defease the Bonds. The City Administrator or his deputy is hereby authorized and directed to disburse any amounts held under the Indenture, as supplemented, subsequent to the defeasance of the Bonds, after setting aside amounts to pay the principal of and interest on the Bonds upon redemption thereof pursuant to the terms of the Indenture. The execution and delivery by the City Administrator or his deputy of the Loan Purchase Agreement and the Supplemental -2- Indenture shall be conclusive evidence of the approval of any changes to the forms thereof approved hereby. Section 3. Authorization to Execute other Documents. The City Administrator, the Deputy City Administrator and all other officers and employees of the City are hereby authorized and directed to execute and deliver such agreements, documents, and certificates, and take such other actions as they, or any of them, deem necessary or appropriate in order to consummate the transactions contemplated by the Loan Purchase Agreement and the Supplemental Indenture and this resolution, including the execution and delivery of any escrow agreements or other agreements or certificates of the City referred to in the Loan Purchase Agreement. The City Administrator and the Deputy City Administrator, each acting alone, are hereby expressly authorized, if necessary, to execute and deliver assignments of the notes and deeds of trust evidencing and securing the Mortgage Loans in order to consummate the sale thereof. Section 4. Effective Date. This resolution shall take effect from and after its adoption. PASSED, APPROVED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 21st day of August, 1995. r Mayor ATTEST: APPROVED AS TO FORM: 1�� "'le�- �� City Clerk City Attorney , F-1a-55- REVIEWED AND APPROVED: INITIATED AND AP VED: f City Administrator Deputy t A inistrator/ Administr ive Services -3- Res. No. 6695 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 21st of August, 1995 the following vote: AYES: Councilmembers: Harman, Bauer, Leipzig, Dettloff, Green, Garofalo NOES: Councilmembers: None ABSENT: Councilmembers: Sullivan(out of room) 446� City Clerk and ex-otlicio Clerk of the City Council of the City of Huntington Beach, California Glfollowup/resbkpg