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HomeMy WebLinkAboutCity Council - 96-37 JHHW:TADamg 3/21/96D 4/18/96D 5/2/96D RESOLUTION NO. 96-37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF HUNTINGTON BEACH VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (HUNTINGTON BREAKERS APARTMENTS), 1996 SERIES A,AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST,LOAN AGREEMENT,SECOND AMENDED AND RESTATED REGULATORY AGREEMENT, OFFICIAL STATEMENT, PURCHASE CONTRACT, AGREEMENT REGARDING REDEMPTION, DEFEASANCE AND PAYMENT OF 1989 BONDS, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH 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; WHEREAS, the City of Huntington Beach (the "City") hereby finds and declares that it is necessary, essential and a public purpose for the City to engage in a program (the"Program") of refunding certain revenue bonds of the City issued to refinance the construction and development of multifamily rental housing (the "1989 Bonds"), and has determined to borrow money for such purpose by the issuance of refunding revenue bonds as authorized by the Act; WHEREAS, the City hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act; WHEREAS, Huntington Breakers Apartments, Limited a California limited partnership (the "Borrower") has requested that the City issue and sell the Bonds (hereinafter defined) for the purpose of refunding outstanding revenue bonds of the City previously issued to refinance the construction and development of a multifamily rental housing project located in the City of Huntington Beach, California (the "Project");and WHEREAS, 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 and the implementation of the Program 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. The City hereby finds and declares that the above recitals are true and correct. Section 2. Pursuant to the Act and the Indenture (hereinafter defined), refunding revenue bonds of the City, designated as "City of Huntington Beach Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Huntington Breakers Apartments), 1996 Series A" in an aggregate principal amount not to exceed $16,000,000 (the "Bonds"), are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk, in the form set forth in and otherwise in accordance with the Indenture. Section 3. The indenture of trust (the "Indenture") between the City and First Trust of California, National Association, as trustee (the "Trustee") in the form presented to this f meeting,is hereby approved. The Mayor,Mayor Pro Tem, City Administrator and the Deputy City Administrator,Chief of Administrative Services (the "Designated Officers") are,and each of them acting alone 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 or any Deputy City Clerk is hereby authorized and directed, for and in the name and on behalf of the City, to attest the Designated Officer's signature on the Indenture,in substantially said form,with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City,including such additions or changes as are necessary or advisable in accordance with Section 9 hereof (provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $16,000,000), the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Indenture. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form registration privileges, manner of execution, place of payment, terms of redemption, the right of the owners of the Bonds to tender their Bonds for repurchase,and other terms of the Bonds shall be as provided in the Indenture as finally executed. Section 4. The loan agreement (the "Loan Agreement") among the Trustee, the City and the Borrower, in the form presented to this meeting, is hereby approved. The Designated Officers of the City are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Loan Agreement in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City including such additions or changes as are necessary or advisable in accordance with Section 9 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Loan Agreement. Section 5. The second amended and restated regulatory agreement and declaration of restrictive covenants (the "Regulatory Agreement") among the City, the Trustee and the Borrower, and the agreement regarding redemption, defeasance and payment of 1989 Bonds (the "1989 Bonds Agreement") among the City, the Borrower, the Trustee and First Trust of California, National Association, as successor trustee for the 1989 Bonds, each in the form presented to this meeting, is hereby approved. The Designated Officers of the City are, and each of them acting alone 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 1989 Bonds Agreement in said forms, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City including such additions or changes as are necessary or advisable in accordance with Section 9 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery by the City of such Agreements. Section 6. The bond purchase agreement (the "Purchase Contract") among the City, the Borrower and Bear, Sterns & Co. Inc., or any successor thereto, (the "Underwriter"), in the form presented to this meeting, is hereby approved. The Designated Officers of the City are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 3 hereof) and to execute and deliver said Purchase Contract in said form, with such additions 2 thereto or changes therein as are recommended or approvedby such officers upon consultation with bond counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Purchase Contract. Section 7. The preliminary official statement relating to the Bonds (the "Preliminary Official Statement") in the form presented to this meeting, is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the City, to bring to final form the Preliminary Official Statement (the "Official Statement") upon sale of the Bonds and to execute the Official Statement in said form, with such addition thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Official Statement. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the Bonds. Section 8. 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 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 one of the Designated Officers, which instructions such officers are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase Contract,upon payment of the purchase price therefor. Section 9. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the Program and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City, including the Designated Officers, 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 and resolutions heretofore adopted by the City and in order to carry out the Program, including but not limited to those certificates, agreements and other documents described in the Indenture, the Loan Agreement,the Regulatory Agreement,the 1989 Bonds 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, evidence credit support or additional security for the Bonds (including an intercreditor agreement), or evidence the obligation to purchase Bonds upon tender by the Bondholders (including a tender agent agreement),but which shall not create any obligation or liability of the City other than with respect to the revenues and assets derived from the proceeds of the Bonds. Section 10. This Resolution shall take effect from and after the date of its passage and adoption. 3 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 20th day of May, 1996. Mayor ATTEST: APPROVED AS TO FORM: City Clerk S= - 6 City Attorney REVIEWED AND APPROVED: INITIATED AP VED: f r r City Administrator ep ty Adrni ator/ Chief of A nistrativ Serv' s 4 Res. No. 96-37 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, CONNIE BROCWAY, 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 20th of May, 1996 by the following vote: AYES: Councilmembers: Leipzig, Bauer, Sullivan, Dettloff, Green, Garofalo NOES: CounciImembers: None ABSENT: Councilmembers: Harman City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California G/resoluti/resbkpg