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HomeMy WebLinkAboutCity Council - 99-21 RESOLUTION NO. 99-21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING AN AMENDED AND RESTATED INDENTURE OF TRUST, AN AMENDED AND RESTATED LOAN AGREEMENT, A FIRST AMENDMENT TO REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS AND AN ASSIGNMENT AND INTERCREDITOR AGREEMENT,AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF,AND OTHER AGREEMENTS IN CONNECTION THEREWITH, AND AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF DOCUMENTS AND ACTIONS TAKEN IN CONNECTION THEREWITH, ALL WITH RESPECT TO THE FIVE POINTS SENIORS PROJECT WHEREAS, the City of Huntington Beach (the "City") has issued its City of Huntington Beach Variable Rate Demand Multifamily Housing Revenue Bonds (Five Points Seniors Project), Series A of 1991 in the aggregate principal amount of$9,500,000 (the `Bonds') pursuant to an Indenture of Trust (the "Indenture"), dated as of December 1, 1991, by and between the City and Dai-Ichi Kangyo Bank of California, as trustee (the"Trustee"); and The proceeds of the Bonds were used by the City to fund a loan to provide financing with respect to a multifamily rental housing development owned by Five Points Seniors, L.P. (the`Borrower"); and The Bonds are secured by a letter of credit (the "Letter of Credit") issued by Wells Fargo Bank, N.A. ("Wells Fargo"); and The Borrower has requested that substitute credit enhancement and liquidity be provided for the Bonds; and Fannie Mae has agreed to provide substitute credit enhancement and liquidity for the Bonds; and To accomplish the substitution of Fannie Mae's credit enhancement for the Letter of Credit, the City must amend and restate the Indenture and the Loan Agreement (as defined in the Indenture), amend the Regulatory Agreement (as defined in the Indenture), and execute and deliver an Assignment and Intercreditor Agreement; and All actions to be taken or consents to be given prior to the execution and delivery of an amended and restated Loan Agreement and Indenture, an amendment to Regulatory Agreement prior the effective dates thereof, and the execution and delivery of such Assignment Agreement, shall be taken or given as required by the Loan Agreement, the Indenture, the Regulatory Agreement and such Assignment Agreement, respectively. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach as follows: 90,s A-7b. 9f-..?1 SECTION 1. The Amended and Restated Indenture of Trust (the "Amended Indenture") between the City and the Dai-Ichi Kangyo Bank of California, as trustee (the "Trustee"), in 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 Amended Indenture, and the City Clerk is hereby authorized to attest the signature of the Mayor, in substantially said form, with such additions thereto or changes therein as are recommended or approved by the City Administrator or the Director of Administrative Services (the "Designated Officers") upon consultation with bond counsel to the City, including such additions or changes as are necessary or advisable in accordance with Section 5 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Amended Indenture. SECTION 2. The Amended and Restated Loan Agreement (the "Amended Loan Agreement") between the City and the Borrower, in 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 Amended Loan Agreement, and the City Clerk is hereby authorized to attest the signature of the Mayor, in substantially said form, with such additions thereto or changes therein as are recommended or approved by said Designated Officers upon consultation with bond counsel to the City, including such additions or changes as are necessary or advisable in accordance with Section 5 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Amended Loan Agreement. SECTION 3. The First Amendment to Regulatory Agreement and Declarations of Restrictive Covenants (the "First Amendment to Regulatory Agreement") among the City, the Trustee and the Borrower, in 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 First Amendment to Regulatory Agreement, and the City Clerk is hereby authorized to attest the signature of the Mayor, in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officers upon consultation with bond counsel to the City, including such additions or changes as are necessary or advisable in accordance with Section 5 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the First Amendment to Regulatory Agreement. SECTION 4. The Assignment and Intercreditor Agreement (the "Assignment Agreement"), dated as of April 1, 1999, among the City, the Trustee and Fannie Mae, in 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 Amended Loan Agreement, and the City Clerk is hereby authorized to attest the signature of the Mayor, in substantially said form, with such additions thereto or changes therein as are recommended or approved by said Designated Officers upon consultation with bond counsel to the City, including such additions or changes as are necessary or advisable in accordance with Section 5 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of the Assignment Agreement. SECTION 5. The Designated Officers and any and all other officials of the City or such other person designated by the City 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, including, but not limited to, any supplements or amendments to the Indenture and the Loan Agreement necessary to receive a rating on the Bonds, any and all amendments to the -2- SF-99Resol:5Points RLS 99-141 03/08/99-#1 regulatory agreement and declaration of restrictive covenants executed in connection with the issuance and delivery of the Bonds in order to conform such document to the provisions of the Indenture, any and all assignments, certificates, agreements, including, but not limited to an Assignment Agreement, notices, consents, instruments of conveyance and other documents, which they, or any of them, on the advice of bond counsel to the City, may deem necessary or advisable in order to effect the amendment and restatement of the Indenture and the Loan Agreement, and the provisions of the First Amendment of Regulatory Agreement and the Assignment 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 bond counsel to the City, may deem necessary or advisable in connection with the execution of the Amended Loan Agreement, the First Amendment to Regulatory Agreement, the Assignment Agreement and the Amended Indenture, as provided herein. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof on the i 5th day of March , 1999. - 76-' � . . . Mayor ATTEST: APPROVED AS TO FORM: rTr City Clerk f e-City Attorney REVIEWED AND APPROVED: INIT ED AND APPROVED: City AdminW trator Director o Economic t5evelopwent ` -3- SF-99ResoOPoints RLS 99-141 03/09/99-#1