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HomeMy WebLinkAbout93-129 - ResolutionsRESOLUTION NO. 93-129 A RESOLUTION OF THE CITY OOUNCIL OF R~HE CITY OF RANCHO CUCAMONGA AUTHORIZING THE R~D~MPTION OF THE CITY'S H(IME F~DRTGAGE ~ BONDS, 1984 SERIES A, APPROVING A MORIC4%GE LOAN PURCHASE AGR~]qT AND A MEMORANDUM OF UNDERSTANDING, AND PROVIDING FOR OIHER MATI~RS PROPERLY WHEREAS, the City of Rancho Cucamonga (the "City") has heretofore issued its Hc~e Mortgage Revenue Bonds, 1984 Series A (the "Bonds") in the original aggregate principal amount of $27,825,000 pursuant to the Trust Indenture dated as of July 1, 1984 (the "Indenture"), between the City and Seattle-First National Bank, Seattle, Washington, as trustee (the "Trustee"); WHEREAS, the City deems it in its best interest to sell all the mortgage loans (the "Mortgage Loans") securing the Bonds in order to discharge the Indenture and pay in full the redem~ption price of the outstanding Bonds on July 1, 1993, from the proceeds of the sale of such Mortgage Loans; and WHEREAS, in order to sell the Mortgage Loans, the City proposes to enter into a Whole Mortgage Loan Purchase Commitment (the "Mortgage loan Purchase Agreement") between the City and Sandler O'Neill Mortgage Finance Corp. or its designee (the "Purchaser"); and WHEREAS, the proceeds derived from the sale of the Mortgage Loans will be usedto effect the redemption of the Bonds, as described above; and WHERFAS, Whipple, Kinsell & O'Neal, Inc. (the "Placement Agent") intends to assist the City in the sale of the Mortgage Loans and for this purpose has presented to the City a Memorandum of Understanding (the "Memorandum of Understanding") between the City and the Placement Agent; and WHEREAS, the City proposes to enter into a First Supplemental Trust Indenture for the purpose of amending Section 1401 (A) of the Indenture; and WHIREAS, copies of the Mortgage Loan Purchase Agreement, the Mmmorandum of Understanding and the First Supplemental Trust Indenture have been presented to the City for approval at this time, and it is desirable that such documents now be approved by the City and the transactions contemplated thereby cons~mYmted as soon as practicable; NOW, THEREFORE, it is hereby found, determined and ordered, as follows: Section 1. Recitals. The above recitals are true and correct. Section 2. Approval of First Supplemental Trust Indenture. The First Supplemental Trust Indenture between the City and the Trustee, dated June 1, 1993 (the "Supplemental Indenture"), which amends and restates Section 1401 (A) of the Indenture, in substantially the form presented to this meeting is hereby approved, and the Mayor is hereby authorized and directed to execute and deliver the Supplemental Indenture, and the City Clerk is authorized to attest to such execution and delivery of the Supplemental Indenture, on behalf of the City, with such changes therein as shall be approved by the City Resolution No. 93-129 Page 2 Manager in consultation with special counsel to the City, the execution thereof to establish conclusive evidence of such approval. Section 3. Sale of Mortgage Loans; Approval of Mortgage Loan Purchase Agreement. The City hereby approves the sale of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement. The Mortgage Loan Purchase Agreement in substantially the form presented to this meeting is hereby approved, and the City Manager is hereby authorized and directed to execute and deliver the Mortgage Loan Purchase Agreement on behalf of the City, with such changes therein as shall be approved by the City Manager in consultation with special counsel to the City, the execution thereof to establish conclusive evidence of such approval. In this connection, the City Manager is authorized to negotiate with the Purchaser of the best price obtainable in the reasonable judgement of the City Manager, in consultation with the City's financial advisor, for the sale of the Mortgage Loans. The City Manager is further authorized and directed to notify the Trustee of the transactions approved by this Resolution and to direct the Trustee to take all actions in connection with the sale of the MDrtgage Loans as may be determined necessary by the City Manager in consultation with special counsel to the City, including entering into any required bailment arrangement with respect to the Mortgage Loans and sending any required notices to mortgagors and mortgage servicers. Section 4. Redemption of Bonds. The City hereby authorizes the City Manager to direct the Turstee to give notice of redemption to the owners of the outstanding Bonds, and thereafter to call for redemption of all outstanding Bonds as soon as practicable pursuant to the Indenture, at the redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date of redemption, being July 1, 1993. Section 5. Memorandum of Understanding. The Memorandum of Understanding between the City and the Placement Agent in substantially the form presented to this meeting is hereby approved and the City Manager is hereby authorized and directed to execute and deliver the Memorandum of Understanding on behalf of the City with such changes therein as shall be approved by the City Manager in consultation with special counsel to the City, the execution thereof to establish conclusive evidence of such approval. Section 6. Mortgage Loan Servicer. The appointment of a successor servicer for the servicing of the Mortgage Loans as requested by the Purchaser pursuant to the Mortgage Loan Purchase Agreement is hereby approved. The City Manager is authorized and directed to send a notice of termination to any existing servicers of the Mortgage Loans, such termination notice to be consistent with the termination provisions of any existing servicing agreements with such services. Section 7. Special Counsel. Best, Best & Krieger is hereby retained as special counsel to the City in connection with the sale of the MDrtgage Loans, redemption of the Bonds and the other transactions contemplated by this Resolution. Resolution No. 93-129 Page 3 Section 8. Other Acts. The Mayor, the City Manager, the Finance Director, the City Clerk and the other officers of the City are hereby authorized and directed to execute any and all documents and papers and to perform and do any and all acts and things deemed necessary or convenient in order to effect the execution and delivery of the Mortgage Loan Purcba~e Agreement and the Memorandum of Understanding, the sale of the Mortgage Loans and the performance of any other action which may be necessary or desirable in connection therewith, or to carry out the intent or purpose of this Resolution and any such actions prevously taken by such officers are hereby ratified and Section 9. effective Date. and after its adoption. This Resolution shall take effect from PASSED, AP~, and ADOPTHD this 16th day of June, 1993. Alexander, Buquet, Gutierrez, Williams NOES: None ABSENT: Stout I, DEBRA J. ADAMS, CITY CLFRK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Council of the city of Rancho Cucamonga, California, at a regular meeting of said City Council held on the 16th day of June, 1993. Executed this 17th day of June, California. 1993, at Rancho Cucamonga, Debra J. A__ ws, City Clerk