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HomeMy WebLinkAbout1990-01 HA . . . . ~. RESOIlJTIŒ 90-1 RESOIlJTIŒ OF 'mE HOOSING AUIH:JRITY OF 'mE CITY OF SANI'A ANA APPROVING, AtJI'HORIZING, AND DIRECl'ING 'mE EXECUl'IŒ AND DELIVERY OF A FIRST SUPPUMENTAL TRUST INDEN'lURE, AND AMENIMENT 'IO A IQAN ORIGINATION AND SERVICING AGREEMENT, A REMARKEl'ING AGREEMENT, AND DIRECl'ING RElATED ACI'IONS IN OONNECl'ION 'IHEREWI'lH, IN a:NJUNCl'IŒ WI'lH 'mE HARJÐR :roINTE APARIMENTS PROJECT WHEREAS, the HousinJ Authority of the city of Santa Ana (the "Authority") has issued its Variable Rate Den1arñ M.1ltifamily HousinJ Revenue Bolx:ls (Mercury Sav~ and !Dan Associati01'1,/HartX)r Points Apartments Project), 1985 Series C in the Q':I':: .L"":lð.te principal anrIlU1t of $6,100,000 (the "Bolx:ls") pursuant to an In:ienture of Trust, dated as of December 1, 1985, from the HousinJ Authority to Seattle-First National Bank, as Trustee (the "Trustee"): and I WHEREAS, the developer of the project financed with the proceeds of the Bolx:ls, Harbor Points Apartments, a California general partnership (the "Developer") has notified Bankers Trust Carpany ("Bankers Trust") that pursuant to the RemarketinJ Agreement, dated as of December 1, 1985, by and am:m;J the Authority, Mercury Sav~ and !Dan Association (the "Association"), Bankers Trust and the Developer, the Developer intems to replace Bankers Trust as remarketinJ agent and has requested that the Authority amerxi the In:ienture and the !Dan Origination and ServicinJ Agreement, dated as of December 1, 1985, am:m;J the Authority, the Trustee, the Association and the Developer (the "Loan Origination Agreement") to pIUVide a revised method of deten1\inin;J the interest rate on the Bolx:ls and enter into a new remarketinJ agreement in =nnection with the remarketinJ of the Bolx:ls: and WHEREAS, section 1002 of the In:ienture provides that the Indenture may be amen:ied by the execution of a SUWlemental iIx:ienture approved and consented to by the OWners of all of the Bolx:ls then outstan:i.in3" for the purpose of reducinJ the interest rate on the Bolx:ls; WHEREAS, the Authority anticipates that the OWners of all of the Bolx:ls 0ùtstarxtirx:J will consent to and approve the execution of a supplemental in:ienture (the "First Supplemental Trust In::1enture") as provided in the In::1enture; and WHEREAS, Section 10.6 of the !Dan Origination Agreement provides for the amerduent of such 1\J, .L....."elt't upon the written consent of all of the parties thereto: and WHEREAS, the Developer, the Association, and the Trustee have consented to the execution and delivery of the First Supplemental Trust In:ienture and the Developer, the Association and the Trustee have consented to the execution and delivery of an amen:!ment to the !Dan Origination Agreement (the "First Amerx:lment"); and . . . . . WHERE1IS, a RemarJœtin;J ~~eew...lt, dated as of January 1, 1990, by and éIJII:J03' the Authority, the Association, the Developer and Bank of America, National Trost and Savin;Js Association, as RemarJœtin;J Agent, (the "1989 RemarJœtin;J AgJ:eement") has been delivered to the Authority for its awroval thereof; JUi, ~UI<t;, BE IT RESOLVED BY '!HE HaJSING AUIH:JRITY OF '!HE CITY OF SANrA ANA, CALIFORNIA AS FOLI:.CH;: SECl'ICN 1. SUl:Jplemental IOOenture. 'l11e Authority hereby approves and authorizes the execution and delivery of the First SUpplemental Trust IOOenture, in substantially the fODll on file with the Secretary of the Authority together with any additions thereto or c::harY;Jes therein deemed necessary or advisable by the Executive Director of the Authority (the "Executive Director") pursuant to the advice of Cœnsel to the Authority. '!he Chaiman or Vice Chaiman and Secretary of the Authority, or such ather persons designated by the Authority are hereby authorized and directed to execute and deliver to the Trustee, for and in the name of the Authority, the First SUpplemental Trost IOOenture; provided, that the execution and delivery of the First SUpplemental Trost IOOenture has been consented to and awroved by the OWners of all of the Bonds ~ at the time of the execution and delivery thereof and that and that the Developer has agreed to pay any fees and expenses of the Authority, inc1udin¡ attorney's fees. SECl'ICN 2. First 1Imerximent. 'l11e Authority hereby approves and authorizes the delivery and execution of the First 1Imerximent, in substantially the fOD1l on file with the Secretary of the Authority together with any additions thereto or c::harY;Jes therein d~ necessary or advisable by the Executive Director pursuant to the advice of the Cœnsel to the Authority. 'l11e Chaiman or vice Chaiman and the Secretary of the Authority, or such ather persons designated by the Authority are hereby authorized and directed to execute and deliver to the Trustee, the Association, and the Developer, for and in the name of the Authority, the First 1Imerximent; provided, that the execution and delivery of the First SUpplemental Trost IOOenture has been consented to and awroved by the OWners of all of the Bonds outstarxling at the time of the execution and delivery thereof. SECl'ICN 3. Remarketioo h:Ireement. 'l11e Authority hereby approves and authorizes the execution and delivery of the 1989 RemarketiIg Agreement, in substantially the fOD1l on file with the Secretary of the Authority together with any additions thereto or c::harY;Jes therein deemed necessary or advisable by the Executive Director pursuant to advice of Cœnsel to the Authority. 'l11e Chaiman or Vice Chaiman and the Secretary of the Authority, or such ather person designated by the Authority, are hereby authorized and directed to execute and deliver to the parties thereto, for and in the name of the Authority, the 1989 RemarJœtin;J Agreement. SECl'ICN 4. Official Action. 'l11e Executive Director, any and all ather officials of the Authority, or such ather person designated by the Authority are hereby directed, for and on behalf of the Authority, to do any and all thirr:Js and take any and all actions, includin¡, without limitation, the execution and delivery of any and all amen:1ments or supplements to the documents executed and delivered by the Authority in connection with the issuance of the Bonds, any and all assignments, certificates, agreements, , , ., . . . . . n:rt:ices, oonsents, instruments of oanveyance an::1 other documents which they, or any of them, an the advice of CoImsel to the Authority, may deem neoessary or advisable in order to effect the amen:Dœnts of the Irxienture an::1 the Loan Oriqinaticn 1\qr~lt, as provided herein, an::1 any an::1 all assignments, certificates, agreements, n:rt:ices, oonsents, instruments of conveyance an::1 other dcv"'t"".."œ which may be required by the Internal RevernJe Code of 1986, which they, or any of them, an the advice of CoImsel to the Authority, may deem I""'""""~ary or advisable in CXI'Il'leCticn with the amen:Dœnts of the Irxienture an::1 the Loan Oriqinaticn A.,¡.............¡t, as provided herein. AOOPl'ED, this 2nd day of January, 1990 by the followin;J vote: AYES: 7 NOES: 0 ABSENT: 0 MEMBERS : Young, Acosta, Griset, May McGuigan, Norton, Pulido MEMBERS : MEMBERS : ~ cmirman ATI'EST: APPROVED AS TO FORM: