HomeMy WebLinkAbout1998-04-21; Housing & Redevelopment Commission; Resolution 297RESOLUTION NO. 297
A RESOLUTION OF THE CARLSBAD HOUSING
AND REDEVELOPMENT COMMISSION
AUTHORIZING THE EXECUTION AND DELIVERY
OF AMENDED DOCUMENTS AND RELATED
ACTIONS WITH RESPECT TO THE $15,115,000
CARLSBAD HOUSING AND REDEVELOPMENT
COMMISSION MULTIFAMILY HOUSING
REVENUE REFUNDING BONDS, SERIES A, OF
1994 (SEASCAPE VILLAGE PROJECT)
WHEREAS, the Carlsbad Housing and Redevelopment
Commission (the “Commission”) has previously issued its $15,115,000
Multifamily Housing Revenue Refunding Bonds, Series A of 1994
(Seascape Village Project) (the “Bonds”) pursuant to an Indenture of Trust
dated as of April I , 1994 (the “Original Indenture”), between the
Commission and First Trust of California, National Association, as trustee
under the Original Indenture and as predecessor-in-interest to U. S. Bank
Trust National Association (the “Trustee”), and caused to be made a loan
(the “Loan”) from the proceeds of the Bonds to Seascape Apartments, an
Illinois corporation (the “Original Owner”), pursuant to a Loan Agreement
dated as of April I, 1994 (the “Original Loan Agreement”), among the
Commission, the Trustee, and the Original Owner, to finance a 208-unit
apartment project occupied in part by persons of low income (the
“Project”); and
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WHEREAS, the Original Owner now desires to sell the Project to
Security Capital Pacific Trust, a Maryland real estate investment trust (the
“New Owner”), and the New Owner desires to assume the obligations of
the Original Owner with respect to the Bonds and to make certain
amendments to the Original Indenture and the Original Loan Agreement in
order to effect the delivery of a Letter of Credit (the “Alternate Security”)
from Commerzbank Aktiengesellschaft, New York Branch (the “Bank”) to
secure the repayment of.the Bonds; and
WHEREAS, there has been presented to the Board of
Commissioners the forms of an Amended and Restated Indenture of Trust
dated as of June 1, 1998 (the “Amended and Restated Indenture”) and an
Amended and Restated Loan Agreement dated as of June 1, 1998 (the
“Amended and Restated Loan Agreement”); and
WHEREAS, the Commission 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, the delivery of the
Alternate Security and the remarketing of the Bonds following the delivery
of the Alternate Security;
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NOW, THEREFORE, BE IT RESOLVED by the Board of
Commissioners of the Carlsbad Housing and Redevelopment
Commission:
Section 1. The above recitals, and each of them, are true and
correct.
Section 2. The proposed forms of the Amended and Restated
Indenture of Trust and the Amended and Restated Loan Agreement
presented at this meeting are hereby approved, and each of the
Chairpersons and the Secretary of the Board of Commissioners and the
Executive Director and Treasurer of the Commission is hereby authorized
and directed, for and in the name of the Commission, to execute,
acknowledge, and deliver the Amended and Restated Indenture and the
Amended and Restated Loan Agreement substantially in the forms
presented, with such additions thereto and changes therein as the officer
or officers’ executing the same may approve, upon consultation with the
City Attorney. Approval of such additions and changes shall be
conclusively evidenced by the execution and delivery thereof.
Section 3. All officers of the Commission are each authorized
and directed, jointly and severally, to do any and all things to execute and
deliver any and all documents which they deem necessary or advisable in
order to implement the terms of the Amended and Restated Indenture and
the Amended and Restated Loan Agreement and the marketing of the
Bonds following the delivery of the Alternate Security, including, but not
limited to, amending the note and deed of trust securing the Loan,
executing any documents necessary to evidence the New Owner’s
assumption of the obligations of the Original Owner with respect to the
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Bonds, giving any consents required to be given by the Commission under
any documents related to the Bonds and their remarketing, and taking
other actions necessary to effectuate the purposes of this Resolution; and
any such actions previously taken by such officers are hereby ratified and
confirmed. Should the Chairperson be unavailable to sign any documents,
then any member of the Board of Commissioners may sign in his place.
Should the Executive Director be unavailable to sign, then any designee of
the Executive Director may sign in his place.
Section 4. This Resolution shall take effect from and after its
adoption.
PASSED, APPROVED AND ADOPTED at a regular meeting of the
Carlsbad Housing and Redevelopment Commission of the City of
Carlsbad, California, held on the 21 day of April , 1998
by the following vote, to wit:
AYES: Commissioners Lewis, Kulchin, Hall, Nygaard & Finnila
NOES: None
ABSENT: None
EHAIRPERSON