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1987-03 RESOLUTION NO. 87-03 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE, CALIF- ORNIA, DESIGNATING A SUBSTITUTE REMARKETING AGENT, APPROVING THE SECOND SUPPLEMENTAL INDENTURE AND THE AMENDMENT TO LOAN AGREE- MENT AND APPROVING THE AMENDED FORM OF REG- ULATORY AGREEMENT RELATING TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE MULTIFAMILY HOUSING REVENUE BONDS (MT. VERNON VILLAS PROJECT) 1985 SERIES A AND AUTHORIZING THE EXECUTION THEREOF WHEREAS, the Community Redevelopment Agency of the City of Grand Terrace, California (the "Agency") has issued and sold its Community Redevelopment Agency of the City of Grand Terrace Multifamily Housing Revenue Bonds (Mt. Vernon Villas Project) 1985 Series A in the aggregate principal amount of $30 , 000, 000 (the "Bonds") , under and pursuant to an Indenture of Trust dated as of December 1, 1985, as amended (the "Indenture") , by and between the Agency and Seattle-First National Bank, as trustee (the "Trustee") ; and WHEREAS, F. C. Grand Terrace, a California Limited Partnership (the "Developer") desires to terminate the services of and remove Smith Barney, Harris Upham and Company Incorporated ('Smith Barney") as Remarketing Agent under the Remarketing Agent Agreement dated as of December 30, 1985 (the "Original Remarketing Agreement") , by and among the Agency, Smith Barney and the Developer, as authorized by Section 6 (d) thereof and Section 918 of the Indenture; and WHEREAS, the Developer has designated and hereby requests the Agency to approve Security Pacific Merchant Bank ("Security Pacific") as Remarketing Agent under the Remarketing Agent Agreement dated as of November 1, 1987 (the "New Remarketing Agreement") , by and among the Agency, Security Pacific ,and the Developer, to be in force from and after its approval and adoption by the Agency and its execution by the Developer and .Security Pacific; and WHEREAS, the Developer now proposes to construct the Project in phases and desires to utilize the bond financing in each of such phases as construction progresses ; and WHEREAS, the provisions of the Indenture and' the Loan Agreement dated as of December 1, 1985 , as amended (the "Loan Agreement" ) , by and among the Agency, the Trustee and- the Developer require technical and procedural amendments to permit the designation of Security Pacific as Remarketing Agent and to allow for the financing of the Project in phases as requested and now contemplated by the Developer, such amendments being made pursuant to Section 1001 (c) and (h) of the Indenture and Section 10 . 6 of the Loan Agreement; and WHEREAS, amendments to the Indenture and the Loan Agreement have been prepared for such purposes, and it is appropriate at this time for the Agency to approve and authorize the execution of such documents relating to the Bonds; and WHEREAS, the New Remarketing Agreement has been prepared designating Security Pacific as Remarketing Agent and the terms and provisions relating to the remarketing of Bonds to be in effect from and after the effective date thereof. NOW, THEREFORE, BE IT RESOLVED by the Community Redevelopment Agency of the City of Grand Terrace, as follows: SECTION 1. The above recitals, and each of them, are true and correct. SECTION 2 . The termination of services and removal of Smith Barney as requested by the Developer is hereby approved; the designation of Security Pacific is approved under the terms of the New Remarketing Agreement. SECTION 3 . The New Remarketing Agreement, in substantially the form presented to the Agency at this meeting, together with any additions thereto or changes therein_ deemed necessary or advisable by -the Executive Director upon the advice of Bond Counsel, is hereby approved. The appropriate- officers of the Agency are hereby authorized and directed to execute said agreement, as amended, for and in the name and on behalf of the Agency, such execution to represent approval of the final form thereof by the Agency. SECTION 4 . The Second Supplemental Indenture, dated as of November 1, 1987, from the Agency to the Trustee in substantially the form presented to the Agency at this meeting, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director upon the advice of Bond Counsel, is hereby approved. The appropriate officers of the Agency are hereby authorized and directed to execute the Second Supplemental Indenture, as amended, for and in the name and on behalf of the Agency, such execution to represent approval of the final form thereof by the Agency. 2 . SECTION 5 . The Second Amendment to Loan Agreement, dated as of November 1, 1987 , by and between the Agency, the Trustee and the Developer in substantially the form presented to the Agency at this meeting, together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director upon the advice of Bond Counsel, is hereby approved. The appropriate officers of the Agency are hereby authorized and directed to execute said agreement, as amended, for and in the name and on behalf of the Agency, such execution to represent approval of the final form thereof by the Agency. SECTION 6 . All actions heretofore taken by the officers and agents of the Agency with respect to the designation of parties and the approval of documents, as amended, are hereby approved, confirmed and ratified, and the Chairman, the Secretary, the Executive Director, and any and all other officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions, agreements and other documents, which they, or any of them, deem necessary or advisable in order accomplish the purposes of this resolution in accordance with the Indenture, as supplemented and the Loan Agreement, as amended. SECTION 7.. This resolution shall take effect from and after its adoption. 3 . ADOPTED this 12th day of November, 1987 . ATTEST: Secretary of the Community Chlerdevelopment n of the Community Redevelopment Agency of the Agency of the City of Grand Terrace City of Grand Terrace I. Thomas Schwab, Secretary of the Community Redevelopment Agency of the City of Grand Terrace, do hereby certify that the foregoing Resolution was introduced and adopted at a regular meeting of the Community Redevelopment Agency of the City of Grand Terrace held on the 12th day of November, 1987, by the following vote: AYES : Councilmembers Pfennighausen, Evans, Shirley, Mayor Matteson NOES : Ccuncilmember Grant ABSENT: None ABSTAIN: None Secretary "Counsel _ 4 .