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RESOLUTION NO. <)4-10/.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL
OF THE CITY OF SAN BERNARDINO APPROVING A
FIRST SUPPLEMENTAL INDENTURE AND A SECOND
SUPPLEMENTAL INDENTURE FOR ITS MULTIFAMILY
HOUSING REVENUE BONDS (WARM CREEK APARTMENTS
PROJECT) SERIES 1985
WHEREAS, the City of San Bernardino, California (the
"City"), is a charter city and municipal corporation duly
organized and existing pursuant to the Constitution and the laws
of the State of California; and
WHEREAS, in 1985 the City issued its $9,625,000 City of
San Bernardino, Multifamily Housing Revenue Bonds (Warm Creek
Apartments Project) Series 1985 (the "Bonds") in order to provide
financing for the development of said project (the "Project");
WHEREAS, the Bonds were secured by a Letter of Credit
purchased by Great American First Bank ("Great American") which
18 has since been taken over by the Resolution Trust Company
19 ("RTC"); and
20
21 WHEREAS, the Letter of Credit is a direct pay Letter of
22 Credit delivered by Banque paribas and for the purchase price
23 paid for the Letter of Credit, Banque paribas is required to make
24 payments on the Bonds; and
25
26 WHEREAS, the RTC seeks to purchase the Bonds,
27 extinguish the letter of credit and then resell the Bonds to
28 General Electric Credit corporation ("GECC"); and
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94 102
1 WHEREAS, the RTC desires to amend the Indenture to
2 provide for the purchase of the Bonds from the Bondholders in
3 lieu of redemption and after said purchase, as sole bondholder,
4 the RTC would then agree to amend the Indenture of Trust dated
5 November 1, 1985 (the "original Indenture") to release the Letter
6 of Credit and sell the Bonds to GECCj and
7
8 WHEREAS, the RTC has agreed to indemnify the City for
9 all costs and fees in connection with the execution of the First
10 Supplemental Indenture and Second Supplemental Indenture (the
11 "Indentures") in order to carry out this transaction and has
12 further agreed to indemnify the city for any claims or liability
13 arising out of said execution; and
14
15 WHEREAS, said sale will be of benefit to the city in
16 that it will prevent the project from going into foreclosure.
17
18 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE
19 CITY OF SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE,
20 DETERMINE AND ORDER AS FOLLOWS:
21
22 section 1. The recitals contained herein are
23 incorporated by reference as if fully set forth.
24
25 section 2. The city finds and determines that the
26 execution of the Indentures are in the best interests of the City
27 in that it will prevent the project from going into foreclosure.
28
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94 J 02
1 section 3. The City hereby finds that it is
2 authorized to consent to an amendment to the Original Indenture
3 as provided in Section 1101 thereof.
4
5 section 4. Approval of Final Form of Indentures.
6 The Mayor and Common Council hereby approve the form of
7 Indentures presently on file with the City Clerk together with
8 any changes therein or additions thereto as may be approved by
9 the Mayor or any authorized staff member and as necessary to
10 incorporate other terms and conditions when such terms and
11 conditions have been ascertained. The Mayor and Common Council
12 hereby further authorizes and directs that the form of Indentures
13 presently on file with the city Clerk be converted into the final
14 form of Indentures, together with such changes or modifications
15 as deemed necessary or desirable by the Mayor or any authorized
16 staff member upon the recommendation of Counsel. The Mayor or
17 such other authorized officer of the City are each hereby
18 authorized, and anyone of them is hereby directed, to execute
19 and deliver, and the city Clerk is hereby authorized and directed
20 to attest to, the final form of the Indentures when the same have
21 been prepared and such execution and delivery shall be deemed to
22 be conclusive evidence of the approval thereof. The Mayor and
23 Common Council hereby authorize the delivery and performance of
24 the terms of the Indentures.
25
26 section 5. Official Action. The Mayor, City
27 Clerk, Counsel and any and all other officers or authorized staff
28 of the city are hereby authorized and directed, for and in the
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94 102
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name and on behalf of the city, to do any and all things and take
any and all actions, including execution and delivery of any and
all assignments, certificates, requisitions, agreements, notices,
consents, instruments of conveyance, warrants and other
documents, which they I or any of them, may deem necessary or
advisable in order to consummate the execution and delivery of
the Indentures. Whenever in this Resolution any officer of the
City is authorized to execute or countersign any document or take
any action, such execution, countersigning or action may be taken
on behalf of such officer by any person designated by such
officer to act on his or her behalf in the case such officer
shall be absent or unavailable. The Mayor and Common Council
hereby appoints the Mayor as agent of the City for purposes of
executing any and all documents and instruments which any officer
of the City is authorized to execute hereunder.
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94 102
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING A FIRST SUPPLEMENTAL INDENTURE AND A SECOND
SUPPLEMENTAL INDENTURE FOR ITS MULTIFAMILY HOUSING REVENUE BONDS
(WARM CREEK APARTMENTS PROJECT) SERIES 1985
Section 6.
This resolution shall take effect on the
date of execution subject to and contingent upon the execution of
a purchase agreement by GECC.
I HEREBY CERTIFY that the foregoing Resolution was
duly adopted by the Mayor and Common Council of the City of
San Bernardino at a
meeting
reaular
thereof, held on the
day of
Aoril
18th
1994, by the following vote, to wit:
AYES:
Council Members Negrete, Curlin, Hernandez,
Devlin, Pope-Ludlam, Miller
NAYS:
none
ABSENT:
Oberhelman
Rgr:Jul, ~QaJu
City Clerk
~i-/), AanrLvvfnJHi.LO oJ
U
The foregoing resolution is hereby approved this
~\.Nt,
day of
, 1994.
ApT; 1
~ J11A~
Mayor of the City of
San Bernardino
Approved as to form and legal content:
JAMES F. PENMAN
CitY~
By: ~
/ -
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94 102
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STATE OF CALIFORNIA
COUNTY OF
)
)
On before me,
(here insert name and title of the officer), personally appeared
, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s)
whose name (s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity (ies) , and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
signature
(Seal)