HomeMy WebLinkAbout1994-09-06; City Council; Resolution 94-2511
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
0 a
RESOLUTION NO. 94-251
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, AUTHORIZING THE EXECUTION
AND DELIVERY OF AN ASSET PURCHASE AGREEMENT,
REDEMPTION OF ALL OF ITS OUTSTANDING SINGLE FAMILY
RESIDENTIAL MORTGAGE REVENUE BONDS, ISSUE OF 1983
(THE "BONDS), APPROVING A SUPPLEMENTAL INDENTURE,
MENTS IN CONNECTION WITH THE FOREGOING ACTIONS
AND DELIVERY OF ALL NECESSARY AND RELATED DOCU-
WHEREAS, pursuant to a Trust Indenture, dated as of September 1,
1983, (the "Indenture"), by and between the City of Carlsbad (the "City") and Bank
of America National Trust and Savings Association, as successor in interest to
Security Pacific National Bank (the "Trustee"), the City has previously issued, sold
and delivered its Bonds in the original aggregate principal amount of $20,000,000
in order to provide funds for the acquisition of home mortgage loans (the "Loans")
made to qualified persons and families through qualified lending institutions
pursuant to Part 5 of Division 31 of the Health and Safety Code of the State of
California; and
WHEREAS, Section 4.01 (b) of the Indenture provides that the Bonds
are subject to special mandatory redemption prior to their respective stated
maturities, as a whole or in part, on any Interest Payment Date for moneys
deposited in the Redemption Fund; and
WHEREAS, Section 10.01 of the Indenture provides that if the City
pays or causes to be paid all sums payable under the Indenture, the Indenture
and the pledge of Revenues and other assets thereunder shall cease, terminate,
become void and be completely discharged and satisfied, and the Trustee shall
pay over, transfer, assign or deliver to the Issuer all moneys or securities or other
Ill
4
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
0 0
property held by it pursuant to the Indenture which are not required for the
payment or redemption of Bonds not theretofore surrendered for such payment
or redemption; and
WHEREAS, the sale of the Mortgages and redemption of the Bonds
pursuant to the Indenture will result in the release of excess moneys to the City
following the defeasance of the Indenture and provision for the redemption of the
Bonds; and
WHEREAS, Section 9.01 (B)(2) of the Indenture provides that the
Indenture may be modified or amended at any time by a Supplemental Indenture,
which may become effective upon execution, without the consent of any Owners,
for the purpose of curing any ambiguity, inconsistency or omission, or of curing
or correcting any defective provision contained in the Indenture, to the extent
deemed necessary or desirable by the Issuer, not inconsistent with the Indenture,
and to the extent such modification or amendment does not materially adversely
affect the interests of the owners of the Bonds.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City
of Carlsbad, California, as follows:
Section 1. The Asset Purchase Agreement, dated as of August 1 ,
1994 (the "Asset Purchase Agreement"), by and between the City and the
Purchaser in substantially the form attached hereto as Exhibit 2 and presented to
this meeting, is hereby approved. The City Manager, or any official of the City
designated by such officer, is hereby authorized to review the bids obtained by
the Financial Advisor with respect to the sale of the Loans and to award the loans
to the highest responsible bidder (the "Purchaser"). The City Manager, or any
other official of the City designated by such officer, is hereby authorized and
Ill
t
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
0 e
directed, for and in the name and on behalf of the City, to execute and deliver the
Asset Purchase Agreement in substantially the form attached hereto as Exhibit 2,
with such additions thereto or changes therein as such officer may require or
approve, such approval to be conclusively evidenced by the execution and
delivery of the Asset Purchase Agreement by such officer, or any official of the
City designated by such officer.
Section 2. The City Manager, or any official of the City designated by
such officer, is hereby authorized and directed, for and in the name and on behalf
of the City, to direct the Trustee to cause a notice of redemption of the
outstanding Bonds to be given as required by the Indenture and to redeem the
outstanding Bonds on or prior to maturity.
Section 3. The Supplemental Indenture, dated as of August 1, 1994,
by and between the City and the Trustee, in substantially the form attached hereto
as Exhibit 3 and presented to this meeting, is hereby approved. The City
Manager, or any official of the City designated by such officer, is hereby
authorized and directed, for and in the name and on behalf of the City, to execute
and deliver the Supplemental Indenture in substantially the form attached hereto
as Exhibit 3, with such additions thereto or changes therein as such officer may
require or approve, such approval to be conclusively evidenced by the execution
and delivery of the Supplemental Indenture by such officer, or any official of the
City designated by such officer.
Section 4. The Ci Manager, or any member of the City Council, or
any official of the City designated by such officer, is hereby authorized and
directed, jointly and severally, for and in the name and on behalf of the City, to
Ill
Ill
i
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
e
execute and deliver any and all necessary and related documents and take all
other necessary and related actions to effectuate the actions described herein.
Section 5. Mudge Rose Guthrie Alexander & Ferdon is hereby
appointed as Special Counsel ("Special Counsel") for the City in connection with
the preparation and negotiation of the Asset Purchase Agreement and the
redemption of the bonds on the terms and conditions set forth in their letter to the
City dated August 2, 1994 (Exhibit 4).
Section 6. PAR Marketing, Inc. is hereby appointed as Financial
Advisor for the City in connection with the negotiations of the Asset Purchase
Agreement and the redemption of the Bonds on the terms and conditions set forth
in its letter to the City regarding such appointments dated August 15, 1994
(Exhibit 5).
Section 7. This Resolution shall take effect immediately upon its
adoption.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City
Council on the 6th day of SEPTEMBER , 1994, by the following vote, to wit:
AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Finr
NOES: None
ABSENT: None
ATTEST:
uQ.exL$
ALETHA L. RAUTENKRANZ, City Clerk (SEAL)