HomeMy WebLinkAboutCity Council - 2000-49 RESOLUTION NO. 2 0 0 0-4 9
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH APPROVING A HOUSING AND URBAN
DEVELOPMENT SECTION 108 LOAN TO ASSIST IN RENOVATING THE CITY GYM
AND POOL AND AUTHORIZING THE MAYOR TO EXECUTE THE NOTE AND ALL
OTHER DOCUMENTS IN CONNECTION THEREWITH
WHEREAS, on January 5, 1998, the City of Huntington Beach applied for two Housing and
Urban Development ("HUD"), Section 108 loans; and,
The first loan, in the sum of$2.57 million was for the purpose of assisting in renovating the City
Gym and Pool ("the City Gym and Pool Loan"); and,
The second loan in the sum of$6 million concerns the Redevelopment Agency/Hilton Ocean
Grand Resort development and is the subject of a separate request for Agency action; and,
Both loans have been approved by HUD and it is necessary to now secure formal approval and
execution of the City Gym and Pool loan documents.
NOW, THEREFORE, BE IT RESOLVED BY the City Council of The City of Huntington
Beach that the HUD Section 108 City Gym and Pool loan in the sum of$2.57 million is hereby
approved and Mayor Dave Garofalo, in his capacity as Mayor is authorized to execute the Note,
a copy of which is attached hereto as EXHIBIT "A" and by reference made a part hereof and
any other documents approved as to form by the City Attorney relating thereto and consistent
therewith.
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
regular meeting thereof held on the 15 day of_May 2000.
Mayor
ATTEST: APPROVED AS TO FORM:
4� c
City Clerk 05F-,"—f City Attorney .5--,�_,q�
REVIEWED AND APPROVED: Ng IT , AND APPROVED:
City A inistrator Dir ctor o Economic Develop ent
ad1r00reso/HUD Gym and Pool Section 108 Loan
Res. No. 2000-49
U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
Fred Rate Note for Series 2000-A Certificates
BORROWER: City of Huntington Beach, California.
NOTE NO. B-97-MC-06-0506
REGISTERED DATE: June 14,2000
HOLDER: THE CHASE MANHATTAN BANK
AGGREGATE PRINCIPAL
AMOUNT: $2,570,000
For value received,the undersigned, T h e c i t y o f H u ul i n g t o n_ B e-a c h.
(the "Borrower," which term includes any successors or-assigns),a public entity or agency
organized and existing under the laws of the State(or Commonwealth, if applicable)of
California,promises to pay to the order of THE CHASE MANHATTAN BANK,as Registered
Holder(the "Holder," which term includes any successors or assigns),the Principal Amounts set
forth on the attached Schedule P&I as of each applicable Principal Due Date set forth therein,
together with interest on such unpaid Principal Amounts at the rates applicable thereto as
specified on such attached Schedule P&I. Interest shall be calculated and payments shall be
made in the manner set forth below. The Holder is acting hereunder on behalf of a trust(the
"Trust")created pursuant to a Trust Agreement by and between the Secretary of Housing and
Urban Development(the "Secretary")and The Chase Manhattan Bank, as trustee(the "Trustee"),
dated as of January 1, 1995,as amended(the "Trust Agreement"),as supplemented by the
applicable Supplement to the Trust Agreement,by and between the Secretary and the Trustee.
A. Principal and Interest
Interest on a Principal Amount of this Note that is due as of a given date specified on the
Schedule P&I attached hereto (such date,the "Principal Due Date" for such Principal Amount)
shall accrue at the per annum rate specified on such Schedule P&I from(and including)the date
hereof to (but excluding)such Principal Due Date or,if applicable,to the applicable Interest Due
EXH I BIT A
Res. No. 2000-49
Date on which an Optional Redemption (as defined below) occurs. The aggregate of the interest
amounts accrued on the entire unpaid Principal Amount of this Note shall be due semiannually as
of February 1 and August I of each year(each, an "Interest Due Date") commencing on August
1, 2000,until the Aggregate Principal Amount listed on the Schedule P&I attached to this Note is
paid in full. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-
day months.
B. Optional Redemption
Certain Principal Amounts indicated as being eligible for Optional Redemption on the
Schedule P&I hereto may be paid, in whole or in part, at the option of the Borrower as of any
Interest Due Date on or after the date specified in such Schedule (an "Optional Redemption"). In
order to elect an Optional Redemption of a redeemable Principal Amount, the Borrower shall
give notice of its intention to redeem a Principal Amount to the Trustee and the Secretary not less
than 60 days nor more than 90 days prior to the Interest Due Date as of which the Borrower
intends to redeem the Principal Amount.The Trustee shall apply any payments received in
respect of Optional Redemptions in accordance with written instructions of the Borrower, as
approved by the Secretary. Principal Amounts that are not indicated as being eligible for
Optional Redemption on such Schedule may not be prepaid.
C. Additional Definitions
For purposes of this Note,the following terms shall be defined as follows:
"Business Day" shall mean a day on which banking institutions in New York City are not
required or authorized to remain closed and on which the Federal Reserve Bank and the New
York Stock Exchange are not closed. If any payment(including a payment by the Secretary) is
required to be made on a day that is not a Business Day,then payment shall be made on the next
Business Day.
"Contract" shall mean the Contract for Loan Guarantee Assistance, and any amendments
thereto, between the Secretary and the Borrower,the designated public entity named therein (if
applicable), or the State named therein(if applicable),which refers to and incorporates this Note
by the number hereof.
D. ' Borrowefs Timely Payment to Trustee
Notwithstanding anything contained in this Note,the Borrower,in accordance with the
Contract, shall be required to make all payments of interest and principal, including any Optional
Redemption payment, directly to the Trustee on the seventh Business Day prior to the
appropriate Interest Due Date, Principal Due Date or date of Optional Redemption, as applicable.
E. Interest on Late Payments
If a payment of principal or interest herein provided for has not been duly received by the
Holder from either the Borrower or the Secretary by the close of business on the applicable
2
Res. No. 2000--49
Interest Due Date or Principal Due Date, interest shall accrue on the amount of such payment at
the applicable interest rate or rates payable on this Note, from the relevant due date until the date
such payment is made. Nothing in the immediately preceding sentence shall be construed as
permitting or implying that the Borrower may,without the written consent of the Holder and the
Secretary,modify, extend, alter or affect in any manner whatsoever the right of the Holder timely
to receive any and all payments of principal and interest specified in this Note.
F. Applicability of Fiscal Agency Agreement and Trust Agreement
This Note and payments made hereunder shall be administered pursuant to the terms of
the Trust Agreement and are subject to such agreement. The terms and provisions of the Trust
Agreement, insofar as they affect the rights, duties and obligations of the Holder and/or the
Borrower, are hereby incorporated herein and form a part of this Note. Capitalized terms not
defined in this Note shall have the meanings ascribed to them in Trust Agreement. The
Amended and Restated Master Fiscal Agency Agreement dated as of May 17,2000 between the
Secretary and The Chase Manhattan Bank, as Fiscal Agent(the "Fiscal Agency Agreement")
provides for The Chase Manhattan Bank, acting as Fiscal Agent to perform certain duties,
including the duties of registrar for this Note until this Note is cancelled or a new registrar
appointed in accordance with the Fiscal Agency Agreement. The Trust Agreement provides for
the Trustee to perform certain duties, including the duties of paying agent and collection agent
for this Note until a new Trustee is appointed in accordance with the Trust Agreement. This
Note may be surrendered to the Fiscal Agent for registration of transfer or exchange, as provided
in the Fiscal Agency Agreement. The Fiscal Agent and the Trustee shall permit reasonable
inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file
at its corporate trust office. Neither the Fiscal Agency Agreement nor the Trust Agreement shall
change the Borrower's payment obligations under this Note.
G. ApWicability of Contract and Secretary's Guarantee
This Note evidences indebtedness incurred pursuant to and in accordance with the
Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act
of 1974, as amended (42 U.S.C. § 5308) (the "HCD Act"). This Note is subject to the terms and
provisions of the Contract,to which Contract reference is hereby made for a statement of said
terms and provisions and for a description of the collateral security for this Note. The payment
of principal on the applicable Principal Due Dates and interest on the applicable Interest Due
Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a
guarantee(the "Guarantee"). Execution of the Secretary's Guarantee is required before this Note
is effective, and such Guarantee shall be issued pursuant to and in accordance with the terms of
the Contract and Section 108 of the HCD Act.
H. Default
A default under this Note shall occur upon failure by the Borrower to pay principal or
interest on this Note when due to the Trustee hereunder. If a Borrower defaults on the payment
of any interest or Principal Amount when due,or if the Secretary gives notice of a final decision
to declare the Borrower in default pursuant to the following paragraph,the Secretary may, but is
Res. No. 2000-49
not obligated to,make on the seventh Business Day preceding any Interest Due Date on or after
the first permissible Optional Redemption Date,with seven Business Days prior notice to the
Trustee an acceleration payment to the Trustee equal to the Aggregate Principal Amount of the
Note,together with accrued and unpaid interest thereon to such Interest Due Date. In the event
that any such acceleration payment is made from sources other than funds pledged by the
Borrower as security under the Contract (or other Borrower funds),the amounts paid on behalf of
the Borrower shall be deemed to be immediately due and payable to the Secretary. Nothing in
this paragraph shall be construed as permitting or implying that the Borrower may,without the
written consent of the Holder and the Secretary,modify,extend,alter or affect in any manner
whatsoever the right of the Holder timely to receive any and all payments of principal and
interest specified in this Note.
In addition, the Secretary may declare the Borrower in default under this Note if the
Secretary makes a final decision in accordance with the provisions of 24 C.F.R. § 570.913 (or
any successor regulation thereof), including requirements for reasonable notice and opportunity
for hearing, that the Borrower has failed to comply substantially with Title 1 of the HCD Act.
Following the giving of such reasonable notice, the Secretary may take the remedial actions
specified as available in the relevant provisions of the Contract pending the Secretary's final
decision.
I. Molder's Reliance on Guarantee
Following a default by the Borrower under the terms of this Note,the Holder agrees to
rely wholly and exclusively for repayment of this Note upon the Guarantee. The enforcement of
any instruments or agreements securing or otherwise related to this Note shall be the sole
responsibility of the Secretary, and the Holder shall not be responsible for the preparation,
contents or administration of such instruments and agreements,or for any actions taken in
connection with such instruments and agreement.The Holder,to the extent it is legally able to do
so, shall bind or cause to be bound its successors and assigns to all limitations imposed upon the
Holder by this Note.
J. Amendment
This Note may only be amended with the prior written consent of the Secretary and the
Borrower. No such amendment shall reduce, without the prior written consent of the Holder of
this Note, in any manner the amount of, or delay the timing of,payments required to be received
on this Note by the Holder or Trustee, including Guarantee Payments.
K. Waivers
The Borrower hereby waives any requirement for presentment,protest or other demand or
notice with respect to this Note. The Borrower hereby waives notice of default and opportunity
for hearing for any failure to make a payment when due.
4
Res. No. 2000-49
L. Delivery and Effective Date
This Note is deemed issued,executed,and delivered on behalf of the Borrower by its
authorized official as an obligation guaranteed by the Secretary pursuant to Section 108 of the
HCD Act, effective as of the date of the Secretary's Guarantee.
M: Borrower 5pecif c Provisions
[This space intentionally left blank]
[Signature page follows]
5
Res . No. 2000-49
IN WITNESS WHEREOF, the undersigned, as an authorized official of the Borrower,
has executed and delivered this Note.
City of Huntington Beach
BORRO
By;
( nature)
Dave .Garofalo
(Name)
Mayor
(Title)
ATTEST:
(Signature)
Connie Broclaay
(Name)
City Clerk %PPROVED AS TO PORV9
(Title) t�� GAIL HUTTON, City Attarner
Py;: Deputy City i ttoruey
b
Res. No. 2000-49
NOTE NUMBER: B-97-MC-06-0506
BORROWER: City of Huntington Beach, California
SCHEDULE P&I
Principal
Principal Amount Due Date Interest Rate optional Redemption Available
YES NO
$55,000 August 1,2000 % x
$70,000 August 1,2001 era x
$75,000 August 1,2002 % x
$80,000 August 1,2003 % x
$85,000 August 1,2004 % x
$90,000 August 1,2005 Rio x
$95,000 August 1,2006 % x
$105,000 August 1,2007 % x
$110,000 August 1,2008 % x
$120,000 August 1,2009 % x
$125,000 August 1,2010 % x
$135,000 August 1,2011 % x
$140,000 August 1,2012 % x
$150,000 August 1,2013 % x
$160,000 August 1,2014 % x
$170,000 August 1,2015 % x
$180,000 August 1,2016 % x
$195,000 August 1,2017 % x
$210,000 August 1,2018 % x
$220,000 August 1,2019 % x
Aggregate
Principal
Amount of Note: $2,570,000
Principal Amounts for which Optional Redemption is available may be redeemed,subject to the terms contained
herein and in the Trust Agreement,on any Interest Due Date on or after August 1,2009.
Res. No. 2000-49
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 Cleric 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 lath
day of May, 2000 by the following vote:
AYES: Julien, Sullivan, Harman, Garofalo, Green, Dettloff, Bauer
NOES: None
ABSENT: None
ABSTAIN: None
City Clerk and ex-officio C rk of the
City Council of the City of
Huntington Beach, California