HomeMy WebLinkAboutCity Council - 99-35 RESOLUTION NO. 99-35
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 A CREDIT ENHANCEMENT AGREEMENT,
AND AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY
OF DOCUMENTS AND ACTIONS TAKEN IN CONNECTION THEREWITH,
ALL WITH RESPECT TO THE ESSEX HUNTINGTON BREAKERS, L.P.
WHEREAS, the City of Huntington Beach (the "City") has issued its City of Huntington Beach
Variable Rate Demand Multifamily Housing Revenue Bonds ("Huntington Breakers Project"), Issue of
1989 in the aggregate principal amount of$16,500,000 (the `Bonds")pursuant to an Indenture of Trust
(the "Indenture"), dated as of July 1, 1989, by and between the City and U.S. Bank Trust National
Association, as successor 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 Essex Huntington Breakers, L.P., a
California limited partnership (the "Borrower"); and
The Bonds are secured by a letter of credit (the "Letter of Credit") issued by Sumitomo Bank
and Trust Company("Sumitomo'); and
The Borrower has requested that substitute credit enhancement and liquidity be provided for the
Bonds; and
The Federal Home Loan Mortgage Corporation ("Freddie Mac") has agreed to provide
substitute credit enhancement and liquidity for the Bonds; and
To accomplish the substitution of Freddie Mac'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 a Credit
Enhancement 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 to
the effective dates thereof, and the execution and delivery of such Credit Enhancement Agreement
shall be taken or given as required by the Loan Agreement, the Indenture, the Regulatory Agreement
and such Credit Enhancement Agreement, respectively.
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Resolution 99-35
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach
as follows:
SECTION 1. The Amended and Restated Indenture of Trust (the "Amended Indenture")
between the City and U.S. Bank Trust National Association, as successor 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, 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 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 farm 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, 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 Credit Enhancement Agreement (the "Credit Enhancement Agreement")
among the City, the Trustee and Freddie Mac, 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 Credit Enhancement Agreement, 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 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 Credit Enhancement Agreement.
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SECTION S. 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 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, the Credit Enhancement Agreement and,
if necessary, any Intercreditor Agreement, as provided herein, and 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 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, the Credit Enhancement 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 held on the 17th day of May 1999.
K�tA-- of 0
Mayor
ATT T: APPROVED AS TO FORM:
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City Clerk/ 9 Ci y Attorney
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REVIEWED AND APPROVED: WTIATED AND APPROVED:
City Adrn' strator Director of Economi Development
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Res. No. 99-35
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 17th day of May, 1999 by the following vote:
AYES: Julien, Bauer, Garofalo, Green, Dettloff, Sullivan
NOES: None
ABSENT: Harman
ABSTAIN: None
City Clerk and ex-officio Clerk of the
City Council of the City of Huntington
Beach, California