HomeMy WebLinkAboutGolden State Sanwa Bank - 1984-03-07i
P,EQ IFS T FOi' C I TY COWIC I URE f iL VE LOPHENT AGENCY AC? 101N
P,H 84- 15
bate iay I I :, _1984
Submitted to: Honrable Mayor/Chairman and City Council/Redevelopment Agency Idemoers
Submitted by: Charles W. Thompson, City Administrator/Chief Executive Officer
Prepareriby: Charles P. ON
cer, Special Projects Coordinator
Subject: APPROVAL OF FINANCING DOCUMENTS EMERALD COVE SENIOR APARTMENTS
Statement of Issue, Recommendet;on, Analysis, Funding Source, Alternative Actions, Attachments:
STATEMENT OF ISSUE:
The tax-exempt securities that will provide construction and permanent
financing for the Emerald Cove senior apar":rents have now been sold. To
consummate this transaction, it is necessary for tiro City Council and
Redevelopment Agency to approve the three attached resolutions aoproving
the various documents necessary.
RECOMh1ENDATION:
r1r) 4101
Approve the following resolutions:
Redevelopment Agency Resolution lNumber 78
RESOLUTION OF THE REDEVELOPMENT AGE14CY OF THE CITY OF HUNTINGTJN
BEACH AUTHORIZING ANU DIRECTING EXECUTION OF LEASE AGREEMENT,
ASSIGNMENT AGREEMENT, TRUST AGREEMENT KEIPIBURSEMENT AGREEMENT AND
DEED OF TRUST, APPROVING FOR11 OF OFFICIAL STATEMENT AND SALE OF
CERTIFICATES OF PARTICIPATION W!TH RESPECT TO MULTI -FAMILY RENTAL
HOUSING FACILITIES (EMERALD COVE SENIOR CITIZENS HOUSING PROJECT),
AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION
Redevelopment Agency Resolution Number 79
RESULUT1014 OF THE REDEVELOPMENT AGENCY uF THE CITY OF HUNTINGTON
BEACH ESTABLISHING EMERALD COVE SENIOR CITIZENS HOUSING FUND AND
PROVIDING FUR THE USE THEREUF
City Council Resolution Number 5361
RESOLUTION OF THE CITY COUNCIL OF T4E CITY OF HUNTINGTON BEACH
AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREEMENT, ASSIGN14ENT
AGREEMENT, TRUST AGREEMENT, REIh1BURSEMENT AGREEMENT, APPROVING FORM
OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF PARTICIPATION HIT4
RESPECT TO MULTI -FAMILY HOUSING FACILITIES (EMERALD COVE SENIOR
CITIZENS HOUSI14G PROJECT), AND APPROVING RELATED DOCUMENTS AND
OFFICIAL ACTION
RH 84-15
May 10, 1984
Page 2
ANALYSIS:
As you know, staff has been working for some months on the structure of
tax-exempt securities sale to provide construction and permit financing
for the Emerald Cote (formerly known as Terry Park) senior apartments. At
a joint meeting of the City Council and Redevelopment Agency hela on
Monday, March 26, 1984, the City Cour•ci 1 ano Redevelopment Agency approved
the financing documents in concept.
You will rezall that the Redevelopment Agency will own Emerald Cove and
lease the project :o the City of Huntington Beach. This promise to make
lease eayments on the part of the City is the basis upon which these
securities are sold y As additional security to the certificate buyers,
Golden State Sanwa fink has agreed to post an irrevocable stanoby letter
of credit which wi 1 . pay the principal amount due thL� certificate owners
should the City ever default or the project be destroyed, and insurance
proceeds are insufficient to fully compensate these owners. The fund
created by Redevelopment Agency Resolution (lumber 79 will he funava from
land sale proceeds payable to the Agency by The William Lyon Company for
sale of the adjacent condominium site:. The financiny documents require
establishment of this fund and reservation of its proceeds for long-term
repair/replacement of the project or to subsidize rents.
The documents relating to this transaction were forwarded to Moody's
Investors Service (one -if the two principal rating agencies), -And th--
issue has been awarded a AAA rating. The investment banking firm of Stone
& Youngberg, in its capacity as underwriter of these securities, has
distributed an Official Statement, marketed and priced the issue. It is
now time tc execute the purchase contract v;ith this firm and close the
transaction.
With City Council/Redevelopment Agency approval of the three attached
resolutions, financing for ►.-herald Cove will be complete, and following
registration of the certificate: buyers by the Trustee (First Interstate
Bank), proceeds will be avai lzble Yto f iriancE the construction now under
:gay within approximately two weeks.
FLIUDI UG SOURCE:
Proceeds of certificates of participation sale
ALTERNATIVE ACT1Ot4:
If these resolutions are not approved, the sale of the certificates of
participation cannot be consummated, and construction of Emerald Cove wili
be curtailed.
ATTACHMENTS:
Resolution Nuirdber 78
ti7�J Resolution Number 7q
�11 Resolution Number 5361
CWT:SVK:aa
7 RESOLUTION NU. 78
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION
OF LEASE AGREEMENT, ASSIGNMENT AGREEMENT, TRUST AGREE-
MENT REIMBURSEMENT AGREEMENT AN9 DEED OF TRUST, APPROVING
FORM OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF
PARTICIPATION WITH RESPECT TO MJLTI-FAMILY RENTAL HOUSING
FACILITIES (EMERALD COVE SENIOR CITIZENS HOUSING PROJECT),
AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION
WHEREAS, The Redevelopment Agency of the City of Huntington Beach (the
"Agency") presently owns certain land located in a redevelopment project area
of the Agency; and
WHEREAS, the Agency proposes to construct multi -family housing facilities
on said land, to be known as the Emerald COVE Senior Citizens Housing Project,
and to lease all of said land and multi -family housing facilities (collec-
tively, the "Project") to the City pursuant to that certain Lease Agreement
dated as of Apr t-l� 1, 1984, by and between the City and.."the Agency ( the "Lease
Agreement") ; an
WHEREAS, the Agency proposes to finance all such acquisition and construc-
tion by assigning to First Interstate Bank of California, as trustee, (the
"Trustee") certain rights of the Agency under the Lase Agreement, pursuant to
that certain Assignment Agreement dated as of Apy-H 1, 1984, by and between
the Agency and the Trustee (the "Assignment Agreement"), and to enter into
that.certain Trust Agreement dated as of Apr-ij 1, 1984, (the "Trust Agree-
ment") whereby the Trustee agrees to execute arb deliver certain Certificates
of Participation (the "Certificates") evidencing the proportionate interests
of the owners thereof in lease payments made Ly_.,the City under the Lease
,agreement; and
WHEREAS, the Certificates are to be secure: by an irrevocable letter of
credit issued by Golden State Sanwa Bank (the "Bank"), and the Bank has
requested that, as a condition of the issuance of such letter of credit, and
the Agency establish a lien on the Project for the benefit. of the Trustee
pursuant to that certain Deed of Trust dateo as of Apr-ij 1, 1984 (the "Deed of
Trust"); and
WHEREAS, Stone b Youngberg ( the "Underwriter") ifvtends- to--submiAr�an offer
to acquire the Certificates and has heretofore caused to be prepared a pre-
liminary Official Statement describing the Certificates; and
WHEREAS, the Agency has duly called and conducted a public hearing on the
prcposed lease of the Project to the City pursuant to the Lease Agreement in
accordance with Section 33431 of the California Health and Safety Code, at
Wich hearing all interested parties were given an opportunity to be heard;
and 3
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•
WHEREAS, the Agency approves all of said transactions in furtherance of
the public purposes of the Agency;
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of
Huntington Beach, as follows:
Section 1: Lease Agreement. The Agency hereby approves the lease Uf the
Project by th;: Agency to the City pursuant to the Lease Agreement attached
hereto as Exhibit A.
Section 2: Trust Agreement anr, Assi nment A reement. The Agency hereby
approves the rust Agreement and the Assignment Agreement attached hereto as
Exhibit B.
Sections: Deed of Trust. The Agency hereby approves the Deed of Trust
as attached hereto as Exhibit C.
section 4: Sale of Certificates. The Agency hereby approves the sale of
the -Certificates to the Underwriter pursuant to that certain Contract of
Purchase in the form attached hereto as Exhibit E.
S;ction 5: Official Statement. The Agency hereby approves the Official
StatpriEnt describing the Certificates, attached hereto as Exhibit F.
Section 6: Official Actions. The Chairman, the Chief E•r.ecutive Officer,
roft she Senior Commuity eve opment Specialist, the Chief of Administrative
Services, the Treasurer, the Secretary and any and al I other officers of the
Agency are each authorized and directed ir, the name and on behalf of the
Agency to make any and all assignments; certificates, requisitions, agree-
ments, notices, consents, instruments of conveyance, warrants and other
documents, which they or any of them might deem necessary or appropriate in
order to consummate any of the transactions contemplated by the agreements and
documents approved pursuant to this Resolution.
Section 7: Effective Date. This Resclution shall take effect from and
after the date of iEs passage and adoption.
PASSED AND ADOPTED this -1903 day of- are-h, 1984, by the following vote:
AYES:
d�
NOES:
ABSENT:
ATT� S T :
i
�f gency MR
1
y�
hairperson
APPROVED AS TO FORM: / INITIATED AND APPROVED AS TO CONTENT:
-)/J
4vot gencnse/ s^_ 4e e opment oordTnator
APPROVED AS TO FORM:
Wecial legs ounse
APPROVED•
rY
Chi6f Executive GTficer
•
•
RESOLUTION NO. 19
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
CF HUNTINGTON BEACH ESTABLISHING EMERALD COVE SENIOR
CITIZENS HOUSING FUND AND PROVIDING FOR THE USE THEREOF
WHEREAS, the Redevelopment Agency of the City of Huntington Rzich (the
"Agency") is proceeding to assist the financing of certain multi-faiaily rental
property known as the Emerald Cove Senior Citizens Housing Project ( the "Pro-
ject"), as more fully described in that certain Lease Agreement dated as of
A"ri-, 1, 1984, by and between the Agency and the City of Huntington Beach (the
City"); and
WHEREAS, the Agency presently owns certain land adjacent to the Project,
C'etc j�(the "Property"), all of which the Agency has heretofore agreed to sell to The
--� William Lyon Company, a California corporation, (the "Company") pursuant to
tha': certain Disposition and Development agreement dated as of February 7,
1983, by and between the Agency and the Company; and
WHEREAS, the Agency and the City wish to ;provide that the proceeds of sale
of such iands to the Company be deposited in a special fund to be held by the
Agency and applied to benefit the Project as provided herein;
NOW, THEREFORE, BE IT RESOLVED BY THE REDEVELOPMENT AGENCY of the City of
ci Huntington Beach as follows:
Section 1: Establishment of Special Fund. The Agency hereby establishes
a special fund to be known as the "Emerald (:ove Senior Citizens Housing Fund"
(the "Fund") which shall be held by the Agency and into which shall be depo-
sited the proceeos of sale of the Property promptly upon receipt thereof by
the Agency. Additional amounts may be dEpos i ted by the Agency from time to
time in the sole discretion of the Agency. During the term of th:., Lease
Agreement, monies in the Fund shall be held and applied by the Agency solely
as provided in Section 2.
Section 2: Application of Funo. All amounts derived from the investment
of monies in the Fund shall be deposited and retained in the Fund. The Agency
shrill withdraw amounts from the Fund, from time to time and in such amounts as
the Agency shall deem advisable in its sole discretion, and expended solely
for one or more of the following purposes and in the following order of
priority: - 1) Reimbursement to City for the expenditure of Housing b Commu-
nity Development Block Grant Funds as part of the Emerald Cove Senior Citizens
Housing Financing Program. (2) to subsidize any portion of the rents charged
by the City to any Lower -Income Tenants (as such term is defined in the Lease
Agreement) of the Project, such amounts to be payable by the Agency to the
City and applied towards the payment of such rents; or (3) to pay on behalf of
the City, or reimburse the City for payment of, any of the obligations of the
OP-4 City under the Lease Agreement including, nut not limited to, the obligation
of the City to pay lease Payments thereunder and to pay the costs of operating
.0-4 and'maintaining the Project; or (4) to support in any other manner whatsoever
the financing, maintenance or operation of the Project or the objective of the
City and the Agency to make the Project available to such Lower -Income Tenants.
Ap
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Section 3: Other Uses of Fund. If, in any fiscal year of the Agency,
the amounts derive(] trom the investment of monies in the Fund exceed the
amounts applied by the Agency under Section 2 hereof, Lhe amount of such
excess may in the soli: discretion of the Agency be withdrawn from the Fund and
applied to any other' ;awful purpose of the Agency.
Section Q: effective Date. This resolution shall take effect from and
after Ire date of its passage and adoption.
PASSED AND ADOPTED this 19t� day of Mn-tl), 1984, by the following votes:
AYES:
i1
NOES:
ABSENT:
ATTEST:
Agency Clerk
APPROVED AS TO FORM:
Xq - %A.
APPROVED AS TO FORM:
i
Special Agency ounse
APPROVED:
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44
die xecu4We OfficeK
Chairperson
INITIATED AID APPROVED AS TO CONTENT:
eueve opment Coordinator
3
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RESOLUTION NO. 5361
. C
RESOLUTION OF THE CITY COUNCIL OF THE CITY Or HUNTINGTON
BEACH AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREE-
MENT, ASSIGNMENT AGREEMENT, TRUST AGREEMENT, REIMBURSEMENT
AGREEMENT, APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF
CERTIFICATES OF PARTICIPATION WITH RESPECT TO MULTI -FAMILY
HOUSING FACILITIES (EMERALD COVE SENIOR CITIZENS HOUSING
PROJECT), AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION
WHEREAS, the Redevelopment Agency of the City of Huntington ".each (the
"Agency"), iresently owns certain land located in a redevelopment project area
of the Agericy; and
WHEREAS, the Agency proposed to construct multi -family housing facilities
on said land, to be known as the Emerald Cove Senior Citizens Housing Project,
and to lease all of said land and multi -family housing facilities (col.lec-
tively, the "Project") to the City pursuant to that certain Lease Agreement
dated as of April, 1, 1984, by and between the City and the Agency (the "Lease
Agreement"); an
ci
•-� WHEREAS, the Agency proposes to finance all such acquisition and con-
struction by assigning to First Interstate Bank of,California, as trustee (the
"Trustee") certain rights of the Agency under the Lease Agreement, pursuant to
6-4 that certain Assignment Agreement dated as of Apri4 1, 1984, by and between
the Agency and the Trustee (the "Assignnvn�nt Agreement"), and to enter into
that certain Trust Agreement dated as of Apr -ill 1, 1984, by and among the City,
the Agency and the Trustee (tlie "Trust Agreement") whereby the Trustee agrees
to execute and deliver certain Certificates of Participation (the "Certifi-
cates"), evidencing the proportionate interests of the owners thereof in lease
payments made by the City under the Lease Agreement; and
WHEREAS, the Certificates are to be secured by an irrevocable letter of
credit issued by Golden State Sanwa Bank (the "Bank"), and the Bank has
requested that, as a condition of the issuance of such letter of credit, the
City enter into that certain Letter of Credit and Reimbursement Agreement
dated as of April 1, 1984. by and between the City and the Bank (the "Reim-
bursement Agreerpenl.` h and fi4&) -,j A
WHEREAS, Stone & ~Youngberg ( the "Underwr i ter") �iatends--to—submit an offer
to acquire the Certificates and has heretofore caused to be prepared a preli-
minary Official . Statement describing the Certificates; and
WHEREAS, the City Council approves all of said transactions in the public
interests of the City;
NOW, T4EREFORE, BE IT RESOLVED by the City Council of the City of Huri-
tington Beach, as follows:
Section 1: Lease Agreement.
of the Project by the Agency to
attached hereto as Exhibit A.
jaaJ
The City Council hereby approves the lease
the City pursuant tc the Lease Agreement
Section 2: Trust Agreement and Assignment Agreement. The City Council
• .;eeeby approves the Trust Agreement and the Assignment' Agreement attached
hereto as Exhibit B.
Section 3: Letter of Credit ano Reimbursement Agreement. The pity
Council hereby approves the Letter of .redit ana Reimbursement agreement
attached hereto as Exhibit C.
Section 4: Sale of Certificates. The City Council hereby approves the
sale of the Certt icates to the nderwriter pursuant to that Contract of Pur-
chase attached hereto as Exhibit E. The Certificates shall be substantially
as described in the form of Official Statement on file with the City Clerk and
hereinafter apNrov-d. The City Administrator is hereby authorized and
directed for and in the name and on behalf of the City to deliver said Con-
tract of Purchase upon submission of a firm offer by the Underwriter to
purchase the Certificates.
Section 5: Official Statement. The City Council hereby approves the
Official Statement describing the Certificates, as attached her►:to as Exhibit
F. The Underwriter is hereby authorized to distribute said Official Statement
to prospective purchasers of the Certificates. The City Administrator is
hereby authorized to execute said final Official Statement for and in the name
and on behalf of the City.
Section d: Official Actions. The Mayor, the City Administrator, the
Senior Community Development Specialist, the Chief of Administrative Services,
the City Clerk and any and all other officers of the City are each authorized
and directed in the name and on behalf of the City to make any and all assign-
ments, certificates, requisitions, agreements, notices, consents, instruments
of conveyance, warrants and other documents, which they or any of them might
deem necessary or appropriate in order to consummate any of the transactions
contemplated by the agreements and documents approved pursuant to this Reso-
lution.
Section 7: Effective Date. This Resolution shall take effect from and
after the date of its passage and adoption.
PAJ', EO AND ADOPTED this 49th day of Marc
AYES: jk f—
NOES:
ABSENT:
ATTEST:
1984, by the following vote:
sty erk Mayor
APPROVED AS TO FORM:
r
INITIATED AND APPROVED AS TO CONTENT:
i rn 5`�5� Redevelopment oor inator
APPROVED:
1 y Administrator
ft
0 PESOLUTION NO. 78
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF HUNTINGTON BEACH AUTHORIZING AND DIRECTING EXECUTION
OF LEASE AGREEMENT, ASSIGNMENT AGREEMENT, TRUST AGREE-
MENT REIMBURSEMENT AGREEMENT AND DEED OF TRUST, APPROVING
FORM OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF
PARTICIPATION 'WITH RESPECT TO MULTI -FAMILY RENTAL HOUSING
FACILITIES (EMERALD COVE SENIOR CITIZENS HOUSING PROJECT),
AND APPROVING RELATED DOCUMENTS AN., OFFICIAL. ACTION
WHEREAS, The Redevelopment Agency of the City of Huntington Beach (the
"Agency") presently owns certain land located in a redevelopment project area
of the Agency; and
WHEREAS, the Agency proposes to construct multi -family housing facilities
on said land, to be known as the Emerald Cove Senior Citizens Housing Project,
and to lease all of said lance and multi -family housing facilities (collec-
tively, the "Project") to the City pursuant to that certain lease Agreement
dated as of May 1, 1984, by and between the City and the Agency ( the "Lease
Agreement"); and
WHEREAS, the Agency proposes to finance all such acquisition and construc-
tion by assigning to First Interstate Bank of California, as trustee, (the
"Trustee") certain rights of the Agency under the Lease Agreement, pursuant to
that certain Assignment Agreement dated as of May 1, 1984, by and between
the Agency and the Trustee (the "Assignment Agreement"), and to enter into
that certain Trust Agreement dated as of Flay 19 19849 (the "Trust Agree-
ment") whereby the Trustee agrees to execute and deliver certain Certificates
of Participation (the "Certificates") evidencing the proportionate interests
of the owners thereof in lease payments made by the City under the Lease
Agreement; and
WHEREAS, the Certificates are to be secu;-ed by an irrevocable letter of
credit issued by Golden State Sanwa Bank (the "B4nk"), and the Bank has
requested that, -as a condition of the issuance of such letter of credit, and
the Agency establish a lien on the Project for the oeriefit *of the Trustee
pursuant to that certain Deed of Trust dated as of Flay 11 1984 (the "Deed of
Trust"); and
WHEREAS, Stone b Youngberg (the "Underwriter") 'Hnn submitted an offer
to acquire the Certificates and has heretofore caused to be prepared a pre-
liminary Official Statzment describing the Certificates; and
WHEREAS, the Agency has duly called and conducted d public hearing on the
proposed lease of the Project to the City pursuant to the Lease Agreement in
accordance with Section 33431 of the California Health and Safety Code, at
which hearing all interested parties were given an opportunity to be heard;
and
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APPROVED
AS
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••1D AS 1 CONTENT:
' APPROVED
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WHEREAS, the Agency approves all of said transactions in furtherance of
the public purposes of :he Agency;
NOW, THEREFORE, BE IT RESOLVED by the RedevelopmFnt Agency of the City of
Huntington Beach, as follows:
Section 1: Lease Agreement. The Agency hereby appro as the lease of the
Project by the Agency to the City pursuant to tie Lease Agreement attached
hereto as Exhibit A.
Section 2: Trust Agreement and assignment Agreement. The Agency hereby
approv.�s the rust Agreement ana the Assignment gr� Bement attached herfto as
Exhibit B.
Section 3: Deed cf Trust. The Agency hereby approves the Derd of Trust
as attached hereto as Exhibit C.
Section A: Sale of Certificates. The Agency hereby approves the sale of
the: Certificates to the Underwriter pursuant to that certain Contract of
Purchase in the form attached nereto as Exhibit E.
Section 5: Official Statement. The Agency hereby approves the Officia"
Statement describing clie—' er-t-7 oates, attached hereto as Exhibit F.
Section 6: Official Actions. The Chairman, the Chief Executive Officer,
the Senior ommiitty Development Specialist, the Chief of Administrative
Services, the Treasurer, the Secretary and any and all other officers of the
1 Agency are each authorized and directed in the name and on behalf of the
Agency to make any and all assignments, certificates, requisitions, agree-
ments, notices, consents, instruments of conveyance, warrants and other
documents, which they or any of them might deem necessary or appropriate in
order to consummate any of the transactions contemplates by the agreements ano
documents approve6 pursuant to this Resolution.
Section 7: Effective Date. This Resolution shall take effect from and
after the date of its passage and adoption.
PASSED AND ADOPTED this 31st,day of May 1984, by the following vote:
AYES: Pattinson, MacAllister, Thomas, Kelly, Finley
NOES: None
AB5ELIT a paile•,
ATTEST:
449encyer .
3
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0 Res. No. 78
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF HUNTINGTON BEACH)
I, ALICIA M. WENTWORTH, Clerk of the Redevelopment Agency of the
City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing
resolution was duly adopted by the Redevelopment Agency of the City of
Huntington Beach at a meeting of said Redevelopment Agency held on the
31st day of flay 19 p4 , and that it was so adopted
by the following vote:
AYES: Members:
Pattinson, pi;AlliS��r, Thomas. K.1Iv�inley
NOES: Members:
None
ABSENT: Members:
Bsiley, Mandic _
Clerk of the Redevelopment Agency of
the City of Huntington Beach, Ca.
RESOLUTION NO. 79
RESOLUTION OF ?HE REDEVELOPMENT AGENCY OF THE CITY
01 HUNTINGTON BEACH ESTABLISHING EMERALD COVE SENIOR
CITIZENS HOUSING FUND AND PROVIDING FOR THE USE THEREOF
WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the
"Agency") is proceeding to assist the financing of certain multi -family rental
property known as the Emerald Cove Senior Citizens Housing Project (the "Pro-
ject"), as more fully described in that certain Lease Agreement dated as of
May 1, 1984, by and between the Agency and the City of Huntington Beach (the
"City"); and
WHEREAS, the Agency presently owns certain land aajacent to the Project,
(the "Property"), all of which th,: Agency has heretofore agreed to sell to The
William Lyon Company, a California corporation, (the "Company") pursuant to
that certain Disposition and Development agreement dated as of February 7,
1983, by and between the Agency and the Company; and
WHEREAS, the Agency and th,- City wish to provide that the proceeds of sale
of such lands to the Company be deposited in a special fund to be held by the
Agency and applied to benefit the Project as provided herein;
! NOW, THEREFORE, BL IT RESOLVED BY THE REDEVELOPMENT AGENCY of the City of
Huntington Beach as follows:
Section 1: Establishment of S ecial Fund. The Agency hereby establishes
a special and to be known as the "Emerald Cove Senior Citizens Housing Fund"
( the "Fund") which shall be held by tree Agency and into which shall be depo-
sited the proceeds of sale of the Property promptly upon receipt thereof by
the Agency. Additional amounts may be deposited by the Agency frfm time to
time in the sole discretion of the Agency. During the term of the Lf.ase
Agreement, monies in the Fund shall be held and applied by the Agency solely
as provided in Section 2.
Section 2: A+. lication of Fund. All amounts derived from the investmept
of monies in the Fund shall be deposited and retained in the Fund. The Agency
shall withdraw amounts from the Fund, from time to time and in such amounts as
the Agency shall deem advisable in its sole discretion, and dxpended solely
for one or more of the following purposes and in the following order of
priority: (1) Reimburscment to City for the expenditure of Housing & Commu-
nity Development Block Grant Funds as part of the Emerald Cove Senior Citizens
Housing Financing Program. (2) to subsidize any portion of the rants charged
by the City to any Lower -Income Tenants (as such term i= defined in the Lease
Agreement) of the Project, such amounts to be payable by the Agency to the
City and applied towards the payment of such rents; or (3) to pay on behalf of
the City, or reimburse the City for payment of, any of the obligations of the
City under the Lease Agreement including, but not limited to, the obligation
of the City to pay Lease Payments thereunder and to pzy the costs of operating
and maintaining the Project; or (4) to support in any other manner whatsoever
the financing, mbintenance or operation of the Project or the objective of the
City and the Agency to make the Project available to such Lower -Income Tenants.
Section 3: Other Uses of Fund. if, in any fiscal year of the Agency,
the amounts derives from the investment of monies in the Fund exceed the
amounts applied by the Agency under Section 2 hereof, the amount of such
excess may in the sole discretion of the Agency be withdrawn from the Fund and
applied to any other lawful purpose of the Agency.
Section 4: Effective Date. This resolution shall take effect from and
after the date of its passage avid adoption.
PASSED
AND ADOPTED
this 31st day
of May
1984, by the following votes:
AYES:
Pattinson,
MacAllister, Thomas,
Kelly, Finley
NOES: None
ABSENT: Bailey, Mandic
APPROVED AS TO FORM:
ag'%Ar
APPROVED AS TO FORM:
Spec5l Agency Counsel
APPROVED:
iie cxecut ve tce
INITIATED AND APPROVED AS TO CONTENT:
Redevelo-p—m—enl Coordinator
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0 0
Res. No. 79
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF tiUNTINGTON BEACH)
I, ALICIA M. WENTWORTH, Clerk of the Redevelopment Agency of the
City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing
resolution was duly adopted by she Redevelopment Agency of the City of
Huntington Beach at a meeting of said Redevelopment Agency held orr the
31st day of _ day 1934_, and that it was so adopted
by the following vote:
AYES: Members:
Pattinson, MacAllister, Thomas Kelly. Finley
NOES: Members:
None
ABSENT: Members:
Bailey, Mandic
Clerk of the RedevelorAnent Agency of
the City of Huntington Beach, Ca.
r
RESOLUTION NO. 5361
RESOLUTION OF 7HE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH AUTHORIZING AND DJRECTING EXECUTION OF LEASE AGREE-
MENT, ASSIGNMENT AGREEMENT, TRUE' AGREEMENT, REIMBURSEMENT
AGREEMENT, APPROVING FORM OF OFFICIAL STA'iEMENT AND SALE OF
CERTIFICATES OF PARTICIPATION WITH RESPECT TO MULTI -FAMILY
HOUSING FACILITIES (EMERALD COVE SENIOR CITIZENS HOUSING
PROJECT), AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION
WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the
"Agency"), presently owns certain land located in a redevelopment project area
of the Agency; and
WHEREAS, the Agency proposed to construct multi -family housing facilities
un said land, to be known as the Emerald Cove Senior Citizens Housing Project,
and to lease all of said land and multi -family housing facilities (collec-
tively, the "Project") to the City pursuant to that certain Lease Agreement
dated as of tray 1, 1984, by and between the City and the Agency (the "Lease
Agreement"); and
WHEREAS, the Agency proposes to finance all such acquisition and con-
struction by assigning to First Interstate Bank of California, as trustee (the
"Trustee") certain rights of the Agency under the Lease Agreement, Pursuant to
that certain Assignment Agreement dated as of may 1, 1984, by anti between
the Agency and the Trustee (the "Assignnment Agreement"), and to enter into
that certain Trust Agreement dated as of May 1, 1984, by and among the City,
the Agency and the Trustee (the "Trust Agreement") whereby the Trustee agrees
to execute and deliver certain Certificate- of Participation (the "Certifi-
cates"), evidencing the proportionate interests of the owners thereof in lease
payments made by the City under the Lease Agreement; and
WHEREAS, the Certificates
credit issued by Golden State
re:luested that, as a condition
City enter into that certain
dated as of May 1, 1984. by
bursement Agreement"); and
are to be secured by an irrevocable letter of
Sanwa Bank (the "Bank"), and the Bank has
of the issuance of such letter of credit, the
Letter o1* Credit and Reimbursement Agreement
and hetwt:.n the City and the Bank (the "Reim -
WHEREAS, Stone b Youngberg (th,i "Underwriter") has submitted an offer
to acquire the Certificates and nas heretofore caused to be prepared a preli-
minary Official Statement describing the Certificates; and
WHEREAS, the City Council approves all of said transactions in the public
interests of the City;
New, THEREFORE, BE IT RESOLVED by the City Council of the City of Hun-
tington Beach, as follows:
Section 1: Lease Agreement. The City Council hereby approves the lease
of the Project by the Agency to the City pursuant to the Lease Agreement
attached hereto as Exhibit A.
�J
Section 2: Trust Agr
hereby approves the Trust
hereto as Exhibit B.
E
ement and Assignment Agreement. The City Council
Agreement and the Assignment Agreement attached
Section 3: Letter of Credit and Reimbursement Agreement. The City
Council—
ounci hereby approves the Letter of Credit and Reimbursement Agreement
attached hereto as Exhibit C.
Sectir.n 4: Sale of Certificates. The City Council hereby approves the
sale o the Certificates to Ehe nderwr-iter pursuant to that Contract of Pur-
chase attached hereto as Exhibit E. The Certificates shall be substantially
as described in the form of Official Statement on file with the City Clerk and
hereinafter approved. The City Administrator is hereby authorized and
directed for and in the name and on behalf of the City to deliver said Con-
tract of Purchase upon submission of a firm offer by the Underwriter to
purchase the Certificates.
Section 5: Official Statement. The City Council hereby approves the
Officia Statement describing the Certificates, as attache: hereto as Exhibit
F. The Underwriter is hereby authorized to distribute said Official Statement
to prospective put -chasers of the Certificates. The City Administrator is
hereby authorized to execute said final Official Statement for and in the name
and on behalf of the City.
Se._tion 6: Official Actions. The Mayor, the City Administrator, the
Senior Community Uevelopment Specialist, the Chief of Administrative Services,
the City Clerk and any and all other officers of the City are each authorized
and directed in the name and on behalf of the City to make any and all assign..
ments, certificates, requisitions, agreements, %otices, consents, instruments
of conveyance, warrants and other documents, which they or any of them might
deem necessary or appropriate in order to consummate any of the transactions
contemplated by the agreements and documents approved pursuant to this Reso-
lution.
Section 7: Effective Date. This Resolution shall take effect from and
after the date o its passage and adoption.
PASSED AND ADOPTED this 31st day of May 1984, by the following vote:
AYES: Pattinson, MacAllister, Thcmas, Kelly, Finley •
NOES: None
ABSENT: Bailey, Mandic
ATTEST:
L;11
VZ.
City lerk
m
APPROVED AS TO FORM:
APPROVED:
E10
INiTIATED AND APPROVED AS TO CONTENT:
i rn �..ar� � Redevelopment Coordinator
A
i y Administrator
3
0
:; ;
s
STATE OF CALIFORNIA )
COUNTY Or" ORANGE ) ea:
CITY OF HW. INGTON BEACH )
oes. No. 5361
1, ALICIA M. WENTWORTH, the duly elected, qualified City
Clerk of the City of Huntington B:-aeh, and ex-officio Clerk of th(.
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 wan passed and adopted by the affirmative
vote of more than a majority of all the members of said City Council
at a regular r..eeting thereof held on the 31st day
of May 19_84 by the following vote:
AYES: Councilmen:
Pattinson, MacAllister, Thomas;, Ke1iti Finley
NOES: Councilmen:
None
ABSENT: Councilmen:
Baileys Mandic
City Clerk and ex-officio C1erK
of the City Council of the pity
of 1{untingron Beach, California
1,
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EpEVEI:OPM�ENT AGENCY AWN RH 84" `,7
REDUES 1 •.•.,,,R R x, �y.::,� `! ,. t f ,J•t.
February 161_984Datfl
� ,t 1+ '�• tt "rt" ` 'r� '1i +fir #� � ��•�
: i�'tlbr r�,Yti��e%t' f� d
artl Redevelopment Agency, af;tz,in
r� airman
�r, {totsubmitted to: Honorable Ch _ C7w • J.
t I
` 1 e officer
leer
Lf
Gh,er' ExecutlV '
Charles W. Thompson, I , l�l .y
b
(it
Submitted y: #3 '
s P. Spencer, Special Projects Coo►'dinatu'r
J, SZ i r..)ft t TI
7
Prepar6d b' . C
AGREEMENT GOLDEN STATE SAi Ar- vzn ICY crry �� ��;�
ij s AP R VAL OF INDEMNITY AGR B4 �.r
Subject: RK FINANCING (Final Form, 2/23/ j 3-7 1.!.. f ,', ;� { t N�,,,{� r,aT�;•r,�,:
TERRY PA ' : y ", ` e''i, ; r,1.Yt 4•,
r
t�l IY16r�t3`" ' r31St T�t'+7'�F `'•fir''. ca
urea Altem tive Actio LAW
�, ,��x \t,.
mendation, Analysis, Funding So r _ 1
., ,
Statement of issue, 4
STATEMENT OF ISSUE •
ursue the finalization of he
t tax-exempt
financing for f r
i•.
As staff has continued to Zen housing project, it has become the consensus of the
`.
tiie Terry Park Senior Citizen
a bank letter of credit as part,of the transaction:
financing team;that securing P of financing. Golden State
Sanwa Sank has
optimize' the advantages of this typ . t
t� M to roviir!e necessary services at a raL'e�subttcounselei wprocessingtthe
x{ .ts �t "r• ���ft tutions and;,to secure the services of the banks legal
documents, it is rrMcorrvnended than the attached indemnity agreement be
. 1
i t��t,J x
necessary
1 1•
approved +
► �": , �% RECOMh1ENGATION: ePment
V�r1
ire `r.a.i. ova and 'authorize the City�Clerk to cut- the attached indemnity ind''G ago
*�,,;'�����, •,� ��.••,#� ='I a Approve of ,the C.ty of Huntington Beach andt'Golden Lae
between the Redevelopment Agency the .City Administrator. in increments of s
rr . �I Sanwa Bank with fees to be approved, by
�.
�'� -u� 7;��'4"'�.` �p0 (total hot to exceed $10,000 ey/sludiny expenses) reimbursable from proceeds
° $5�
>�• iF,l'�f` . , , of --tax-exempt financing.
IL
/ JI _ mnsnc
8 essars� to
ANAL{CIS.
final,documents docu e t
r,
fin, inued,rto'
.;� prepare the f
'` `` Y•1 Y 1 { ;� team' has for the ferry park Sen _ Citizen Housing ji
As the fi.: g
�', 1,►`• �', ;� �t� consummate the. t x'exempt;.financing dit to .enhance i.he' coed t
Project; -+the opportunity .to secure a'banbeentidentified Through this `process,
r ,r a
r Mies has , . M
ityl.p t{�e,secur,affect
r
fa r? '` • +< .'1 �r •i°At . the same; ti me, this i s will' not r .k
anc,���arketabil.
1, , .rr'�.rz"' bank�',letter�'of credit will 11 tdk2 �.tho,spbucersf bond insurance'.'and the C y s ge1trd, to
GrM ' t� the securit,ie y ultimately charge
f;itr+ 1 fund 'as guarantei' r
the anticipated interesttSateThe'financiagrteamnhaStalreadyscommenced work on:the
+�•�''4 r I the seni?r citizen enaim lament this str�"cture and has been able to''secur^-..;a fee '
_rt r '• a Sanwa Bank at a
r.t+ `� �' . 4� documents 'necessary to P
" r' TrZ"� � uote-for'.tt6 'rov.i ion of this letter of. credit from Golden State
+ ��M
�,,
�' most competitive rate.
q
•
=x ►'• ;.�..,' . ` . e tate! Sanwa Bank , permit ti
��.� 1 to
f has submitted the :necessary inform to Go d n 5 a
r` r tact. 70 exFeaite
Yti Staf t e'necessary'bank review, of the;pror.. Sanwa Bank be r ��
` � w commencement. of praoessing. �edsthat legal caunsel for..Golden Stater
Its:• ,ak ''`rl�� thisr`process, t''is ,recommen cQ '
l� tE=;. rYy2x reparation of the letter of 'credit w i thout delay
1 `Sin
atith6r,ized':;to coainence; P
' "�'�'K bank will incur expenses in .this regard, i� throuphuWhi h thetAgency�agreesptan
,sz z .y the 1
s r„•. o :-. ,�gency�'execute the, attac wed indemnity ;t is ten 9
d! r ank fur these costs. It is important to note that these 'costs arf: ,
reimbur_z the'bank
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RN 84-7
February 16, 1984 x{�
`•''r� reimkursa0e from the proceeds of the securities sale, ar)i,,the the Agency is lifor YY t
nen'c of these'fees only if it should determine not to more for
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financing. Therefore, it is recommended that the indemnity agreement be z q;
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FUNDING SOURCE:
Tax-exempt securities sale
rot>I5;': `'s>•� .�,•�:,�;"� •+t.� ALTERNATIVE AC �,.
Do not approve the attached indemnity agreement.
Indemnity agreement
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Golden State Sanwa Bank
MW Fe3t Valley Blvd.
kle'MesO, CA 91770
(818) 20e-0220
March 9, 1984
Mr- Stephen V. Kohler
Senior Community Development Specialist
City of Huntington Beach
2100 Main Street
huntj*'ngton Beach, C.N. 92648
]Re: Indemnity Agreement
MAIR
Dear Steve:
Encloued please f1 'nd the signed Iridennity Agreement. Pleak3e have
it certified and 'returned to me.
Thank you,
Andrew'L.Iand
.-Vice President and Assistant Manager
-Municipal -Snrvices rivisi,6'n
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REIMBURSEMENT AGREE
MENT
BETWEENTHE a it
THE REDEVELOPMENT AGENT Y OF
NTINGTON BEACH AND
CITY OF 11U
BANK FOR TERRY
V_
GOLDEN STATE SANWA
t,
PROJECT
AVPr%A1SAL
Wivl'�rw PARK RENTAL
19G4
�JENT� is made this day of March
THIS AGREE Redevelopment.
Golden State Sanwa Bank (tg;T_�Dank") and the
betvieen r Beach (the "Applicant") -
Agency of the City Of Han Bea
Huntington
REC-f
ITA L S,
is reviewing"
the
est of the Applicant,
A., hank, , dt the requ Bond Financing transaction
proposed Multi -Family Mortgage
thl approximate amount of $5,500,000.
(the "Financing") in
B. Bank is reviewing the feasibility Of issuing a standby
mechanism to support
l letter of credit Or Other financing me
theFinancing, if the Financing is consummated.
Bank to conduct an appraisal of the
C.. Applicant desires f the Financing and commence
subject 0
project which is the lating to.th,:i
and review af documentatioure
the preparation standby letter Of,,, CrOit;
an02-the issuance of the the terms
Financing
perform 'such sexvices all on
and Bank desires to P
and provisions hereof
NOW,,,THEREFORE, in consideration Of the fore!going and the as hereto
I c7ovenantB and premises hereinafter contained, the Panti
agree to the following:
and
reimburse Bank for all aitua
A �jjc"t agrees resulting from the conduct
11. PC
direct fees hnd costs Of the,'Bank
of the project which is the subject of the
kfi '�Lation
or an appraisal'preparation and reviev-,,,of documen
Fir.ancing and the
the standby,
the issuance of
relating to the Financing ar isal fees and costs and
letter,of credit, including appra
attorneys fees and costut whether or not the Finanoing is
constimmated.
has' to the Bank $2,500.0o
2�._The Applicant and costs. Said d6pog'it
deposit for tne payment of�suc;h fees the. -pro -
he conduct Of the appraisal of
P, li'ibe expended for t ' purpose hereunder.
a fiy other.
ject before monies are expended for a
and costs
icant shall'
additional fees
3. 'and
intermiEtentl..basis in,
deposit amount on an
over the initial OnL' itemized invoice of �s6ch
$5 000.0 L 0 increments based an,
iiCLWithstanding any other provision.
lees; provided,that
"ihis Agreement in'�,no event shall Applicant, be obligated
of
8',the Bank fox. -legal fees (excluding expenses)
App.-
to reimburs Before additional expenseB.are in-
-&Xcess of$10',000.00,
in stirred,Applicant must give written approyfal for thethenext
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VIA,, .,�- � `�ti tt � ' � , I, Y i� �::1� • !r r �, ��� al t).•l�7 , ` ,•�` /.� .1}ti �, f i, ti� � ,+' G i�c`r,� 4 t'X
f� �� ,{h �t ,y..a -� ��. �{ �.� �;11 ,�i 1) -�1 ,, t k �_1�,� ter,'• ,. .� '"
"A' t ] s� r1{�� -t, 1 Jj , f t l.r + )` c �, ffain 4%4
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f'5,000.00 increment. Xnvoicing and payment of such $5,000.00
�fncrements shall continue until sdch time as the Financing
is consummated or cancelled with any balance remaining to be
t. paid for at that time.
4. Applicant shall be entitled to one copy of the appraisal
and any and all documents which'have been prepared by the Bank
or at Bank's dirnation --nd for which the Bank has received
reimburseiaent as provided in this Agreement.
5. This Agreement shall not sorve to commit Bank to participate
in the' proposed Financing or to issue a standby, letter of credit
nor shall it cause Bank to be obligated in any way other than
to review the Financing and feasibility of issuing a standby
letter of credit.
6. No mod! 'fication or amendment of this Agreement shall be
effective unless such modification or amendment shall be in
writinq and signed by parties hereto.
7. This Agreement shall be governed by and construed in
accordance with the lwl#s of the State of California.
8. ;If any action'at law or in equity shall be brought to
'—enforce or interpret the terms of the Agreement, the prevailing
party in such action shall,be entitled to-.°reasonab".e attorney's
fees,. U-osts and necessary disbursement in addition to any o!.her
relief to which such party is. -entitled.
;,IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of this date first written above.
"Applicant"
REDEVELOPMENT AGENCY -OF THE
CITX HUNTIN 0 BEACH
f Date n -----
ATTEST-
Agency Clerk
"Bank"
GOLN STATE SANW R r
Andrew Bard, Vice President
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INITIATED AND APPROVED AS TO CONTENT: APPROVED ANEY10 FORM:
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