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HomeMy WebLinkAboutCity Council - 97-8 Resolution 97-8 RESOLUTION NO, 97-8 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING A FIRST SUPPLEMENTAL INDENTURE OF TRUST AND A FIRST AMENDMENT TO LOAN ORIGINATION AND SERVICING AGREEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF, AND AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF DOCUMENTS AND ACTIONS TAKEN IN CONNECTION THEREWITH, ALL WITH RESPECT TO THE RIVERMEADOWS APARTMENTS WHEREAS,the City of Huntington Beach(the "Issuer")has issued its Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Household Bank, F.S.B./Rivermeadows Apartments Project) 1985 Series B in the original aggregate principal amount of$10,000,000 (the"Bonds")pursuant to an Indenture of Trust(the"Indenture', dated as of October 1, 1985, by and between the Issuer and First Trust National Association, as successor trustee(the "Trustee"); and The proceeds of the Bonds were loaned by the Issuer to Rivermeadows Apartments, a California limited partnership(the"Developer"),pursuant to the provisions of a Loan Origination and Servicing Agreement, dated as of October 1, 1985, by and among the Issuer,the Trustee and the Developer(the"Loan Agreement") to finance construction and development of a multifamily rental housing development located in the City of Huntington Beach (the "Project"); and The Bonds are secured by a letter of credit(the "Letter of Credit") issued by Household Bank,F.S.B. (the "Bank"); and The Developer is transferring the Project to Security Capital Pacific Trust(the "Assuming Developer") which, pursuant to the provisions of the Loan Agreement,which transfer must be consented to by the Issuer, and the Assuming Developer will assume all of the Developer's obligations under the Loan Agreement and the Regulatory Agreement(as defined in the Indenture); and The Assuming Developer has requested certain amendments be made to the Indenture and the Loan Agreement in connection with the delivery of a replacement letter of credit securing the Bonds; and Section 1002 of the Indenture provides that the Indenture may be amended by the execution of a supplemental indenture for the purpose of curing any ambiguity therein provided there is no adverse affect to the security thereof or to the owners of the Bonds and the Issuer has determined that such amendment will not materially adversely affect the security thereof or the interests of the Bondholders, and Section 10.6 of the Loan Agreement provides for amendment thereof with the written consent of the Bank; and I 4/sg:PMResolution:Rivermea RLS 97-029 1123/97 Resolution 97-8 The Developer and the Bank will have consented to the execution and delivery of a First Supplemental Indenture of Trust(as hereinafter defined)prior to the effective date thereof and the Bank will have consented to the execution and delivery of the First Amendment(as hereinafter defined) prior to the effective date thereof. NOW, THEREFORE, BE IT RESOLVED by the City of Huntington Beach, as follow: SECTION 1. The First Supplemental Indenture of Trust(the "First Supplemental Indenture")between the Issuer and the Trustee, in the form presented to this meeting, is hereby approved. The Mayor, Mayor Pro Tem, City Administrator and the Deputy City Administrator, Chief of Administrative Services(the"Authorized Representatives") are each hereby authorized and directed, for and in the name and on behalf of the Issuer, to execute and deliver the First Supplemental Indenture, and the City CIerk or any Deputy City Clerk is hereby authorized and directed, for and in the name and on behalf of the Issuer, to attest the signature of the Authorized Representatives, in substantially said form,with such additions thereto or changes therein as are recommended or approved by the Authorized Representative upon consultation with bond counsel to the Issuer, including such additions or changes as are necessary or advisable in accordance with Section 4 hereof,the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Issuer of the First Supplemental Indenture. SECTION 2. The First Amendment to Loan Origination and Servicing Agreement (the "First Amendment") between the Issuer and the Trustee, in the form presented to this meeting, is hereby approved. The Authorized Representative are each hereby authorized and directed, for and in the name and on behalf of the Issuer, to execute and deliver the First Amendment to Loan Origination and Servicing Agreement, and the City Clerk or any Deputy City Clerk is hereby authorized and directed, for and in the name and on behalf of the Issuer,to attest the signature of the Authorized Representatives,in substantially said form,with such additions thereto or changes therein as are recommended or approved by the Authorized Representative upon consultation with bond counsel to the Issuer, including such additions or changes as are necessary or advisable in accordance with Section 4 hereof,the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Issuer of the First Amendment to Loan Origination and Servicing Agreement. SECTION 3. The transfer of the Project by the Developer to the Assuming Developer and the assignment by the Developer of its obligations under the Loan Agreement and the Regulatory Agreement and the assumption of such obligations by the Assuming Developer is hereby consented to. SECTION 4. The Authorized Representatives and any and all other officials of the Issuer or such other person designated by the Issuer are hereby directed, for and on behalf of the Issuer, to do any and all things and take any and all actions, including, without limitation, the execution and delivery of any and all amendment or supplements to the documents executed and delivery by the Issuer in connection with the issuance of the Bonds, including,but not limited to, any supplements or amendments to the Indenture necessary to receive or maintain a rating on the 2 4/sgTCD:Reso1ution:Rivermea RLS 97-029 1/23/97 Resolution 97-8 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 bond counsel to the Issuer,may deem necessary or advisable in order to effect the amendment of the Indenture and the Loan Agreement and the transfer of the Project,as set forth herein and to accomplish remarketing of the Bonds, 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 bond counsel to the Issuer, may deem necessary or advisable in connection with the execution of the First Supplemental Indenture and First Amendment and the transfer of the Project, as set forth herein. SECTION S. 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 3rd day of Februaru 1997. 4*4 Aorz�— Mayor AT STF APPROVED AS TO FORM: rac. w ' City Clerk i Attorney REVIEWED AND APPROVED: INITIATED AND APPROVED: City Administra or Director o Economic Development 3 A/sg:PCD:Rcsolution:Rivermea RLS 97-029 1/23/97 Res. No. 97-5 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 3rd day of February, 1997 by the following vote: AYES: Julien, Harman, Dettloff, Bauer, Sullivan, Green NOES: None ABSENT: Garofalo City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California G/resoluti/resUpg/96-too