Loading...
HomeMy WebLinkAboutReso 1998-18919 RESOLUTION NO. 18919 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING CERTAIN AMENDMENTS TO THE FINANCING DOCUMENTS AND RELATED ACTIONS WITH RESPECT TO THE ~9,490,000 CITY OF CHULA VISTA MULTIFAMILY HOUSING REVENUE BONDS (TERRA NOVA ASSOCIATES PROJECT), 1992 ISSUE A WHEREAS, the City of Chula Vista (the "City") has previously issued its $9,490,000 Variable Rate Multifamily Housing Refunding Revenue Bonds (Terra Nova Associates Project), 1992 Issue A (the "Bonds") pursuant to an Indenture of Trust dated as of February 1, 1992, as amended by that certain First Supplemental Indenture of Trust dated as of February 15, 1995 (collectively, the "Original Indenture"), between the City and First Interstate Bank of California, as trustee under the Original Indenture, whose successor-in-interest is now BNY Western Trust Company (the "Trustee"), and caused to be made a loan (the "Loan") from the proceeds of the Bonds to Terra Nova Associates, a California general partnership (the "Original Owner"), pursuant to a Loan Agreement dated as of February 1, 1992, as amended by that certain First Amendment to Loan Agreement dated as of February 15, 1995 (collectively, the "Original Loan Agreement") among the County, the Trustee and the Original Owner; and WHEREAS, pursuant to the terms of the Original Indenture, The Industrial Bank of Japan, Limited ("IBJ") has delivered its irrevocable letter of credit to the Trustee to secure the repayment of the Bonds; and WHEREAS, on March 10, 1994, BRE Properties, Inc., a Delaware corporation (the "New Owner"), assumed the obligations of the Original Owner under the documents relating to the Bonds with the consent of the City, the Trustee and IBJ; and WHEREAS, the IBJ letter of credit is expiring and the New Owner has requested that the City and the Trustee approve certain amendments to the Original Indenture and the Original Loan Agreement in order to permit a substitute letter of credit (the "Substitute Letter of Credit") to be delivered by Dresdner Bank AG, New York Branch ("Dresdner"); and WHEREAS, Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond Counsel to the City, will render its opinion to the effect that such amendments to the Original Indenture and the Original Loan Agreement will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds (the "Opinion"); and WHEREAS, the City desires to approve the amendments to the Original Indenture and the Original Loan Agreement requested by the New Owner and to authorize its officers to grant any needed consents or take any other actions required to effectuate the amendments to the Original Indenture and the Original Loan Agreement and the delivery of the Substitute Letter of Credit including the execution and delivery of that certain Intercreditor Agreement by and among the Trustee, the City and Dresdner; and WHEREAS, there has been presented at this meeting the form of an Amended and Restated Indenture of Trust dated as of March 1, 1998 between the City and the Trustee (the "Amended Indenture") and an Amended and Restated Loan Agreement dated as of March 1, 1998 by and among the New Owner, the City and the Trustee (the "Amended Loan Agreement"); Resolution 18919 Page 2 NOW, THEREFORE, BE IT RESOLVED BY the City Council of the City of Chula Vista: Section 1. The above recitals, and each of them, are true and correct. Section 2. The proposed forms of the Amended Indenture and the Amended Loan Agreement and the Intercreditor Agreement presented at this meeting are hereby approved, and each of the Mayor, the City Manager, or his designee, the Finance Director and the City Clerk is hereby authorized and directed, for and in the name of the City, to execute, acknowledge and deliver the Amended Indenture and the Amended Loan Agreement and the Intercreditor Agreement substantially in the form presented, with such additions thereto and changes therein as the officer or officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that such documents shall be executed only upon receipt of the Opinion and the written consent of the New Owner and Dresdner to such execution. The City hereby finds and determines that the amendments contained in the foregoing documents are of the type permitted under Section 9.01 (c) of the Original Indenture. Section 3. All officers of the City are each authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to implement the terms of the Amended Indenture, the Amended Loan Agreement, the Intercreditor Agreement, and the delivery of the Substitute Letter of Credit, including, but not limited to, giving any consents required to be given by the City under any documents related to the Bonds, and otherwise to effectuate the purposes of ~" this Resolution; and any such actions previously taken by such officers are hereby ratified and confirmed. Should the City Manger be unavailable to sign, then the Community Development Director and any other designee of the City Manager may sign in his place. Section 4. This Resolution shall take effect from and after its adoption. Approved as to form by Presented by ' ~" ~ ~'[Op%~~ /"'/~.4,' """""'~' ~_,~.,~ '~ ~, ./ X'.k~..,./ Resolution 18919 Page 3 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 10th day of March, 1998, by the following vote: AYES: Councilmembers: Moot, Rindone, Salas and Horton NAYES: Councilmembers: None ABSENT: Councilmembers: Padilia ABSTAIN: Councilmembers: None Shirley Hor~n, Mayor ATTEST: ~Authelet, City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Beverly A. Authelet, City Clerk of the City of Chula Vista, California, do hereby cemfy that the foregoing Resolution No. 18919 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 10th day of March, 1998. Executed this 10th day of March, 1998. ~uthelet, City Clerk