HomeMy WebLinkAboutCC RES 89-14210
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RESOLUTION NO. 89-142
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN,
CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF THE
SECOND SUPPLEMENTAL INDENTURE OF TRUST AND AUTHORIZING
CERTAIN RELATED MATTERS.
WHEREAS, the City Council of the City of Tustin has previously
authorized the execution and delivery of an Indenture of Trust, dated as of
August 1, 1986 by and between the City and Citibank, N.A., as Trustee (the
"Indenture of Trust") with respect to the issuance of $50,650,000 aggregate
principal amount of the City's Assessment District No. 85-1 Improvement
Bonds (the "Bonds"); and
WHEREAS, the City Council has previously authorized the
execution and delivery of the First Supplemental Indenture of Trust, dated
as of February 1, 1987 by and between the City and Citibank, N.A., as
Trustee (together with the Indenture of Trust, the "Original Indenture");
and
WHEREAS, in order to assure that the City may comply with
federal "arbitrage" tax restrictions an amendment to the Original Indenture
is desirable and in the best interests of the City; and
WHEREAS, the City intends to execute and deliver the Second
Supplemental Indenture of Trust, dated as of September 1, 1989 by and
between the City and Citibank, N.A., (the "Second Supplemental Indenture")
the proposed form of which is attached as Exhibit A hereto, to amend the
Original Indenture as described above; and
WHEREAS, Section 9.01 of the Original Indenture provides that
the Original Indenture may be amended or supplemented at any time by an
amendment or a supplement to the Original Indenture, which amendment or
supplement shall become binding when the written consents of the owners of
a majority in aggregate principal amount of the Bonds then outstanding and'
the written consent of the letter of credit bank (the "Bank") are filed
with the Trustee; and
WHEREAS, pursuant to said Section 9.01, notice of the proposed
execution and delivery of this Second Supplemental Indenture has been given
to owners of Bonds and to the Bank requesting consent from such owners and
Bank to the Second Supplemental Indenture. ·
NOW, THEREFORE, BE IT RESOLVED, DETERMINED and ordered by the
City Council of the City of Tustin as follows:
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SECTION 1. The City hereby approves the Second Supplemental
Indenture, amending the Original Indenture, and the Mayor or Mayor Pro-Tem
and City Clerk are hereby authorized on behalf of the City to execute the
Second Supplemental Indenture with such additions, deletions and
clarifications as approved by the Mayor or Mayor Pro-Tem, such execution
being approval by the City of such additions, deletions or clarifications.
SECTION 2. The Mayor or Mayor Pro-Tem, City Manager, Finance
Director, Treasurer, City Clerk and other appropriate officers of the City
are hereby further authorized and directed to execute and deliver any and
all documents and instruments and to do and cause to be done any and all
acts necessary and proper to carry out the transactions contemplated by
this Resolution.
PASSED AND ADOPTED at a regular meeting of the City Council of
the City of Tustin, California, held on the 18th day of September 1989
ATTEST:
RI'CHARD B. ~DGAR /
MAYOR PRO TEM'
CITY
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EXHIBIT "A"
SECOND SUPPr.R~IE~~ INDENTURE OF TRUST
THIS SECOND SUPPLEMENTAL INDENTURE OF TRUST (the "Second
Supplemental Indenture") dated as of September 1, 1989 by and between
the City of Tustin, California (the "City") and Citibank, N.A. (the
"Trustee"), a national banking association incorporated under the
laws of the United States of America;
WITNESSETH:
WHEREAS, the City has heretofore entered into an Indenture
of Trust dated as of August 1, 1986 by and between the City and the
Trustee, as amended and supplemented by the First Supplementa.1
Indenture of Trust dated as of February 1, 1987 by and between the
City and the Trustee (as amended and supplemented, the "Original
Indenture") to provide for, among other things, the securing of the
City's $50,650,000 aggregate principal amount of Assessment District
No. 85-1 Improvement Bonds (the "Bonds"); and
WHEREAS, the City desires to amend the Original Indenture
to provide that unspent moneys on deposit in the Construction Fund of
the Original Indenture may be invested in certain tax-exempt obliga-
tions in order to assure that the City will comply with federal
"arbitrage" tax restrictions; and
WHEREAS, the written consents of the Owners of a majority
in aggregate principal amount of the Bonds Outstanding and the writ-
ten consent of The Mitsubishi Trust and Banking Corporation, Los
Angeles Agency (the "Bank") are to be obtained with respect, to this
Second Supplemental Indenture in accordance with Section 9.01 of the
Original Indenture; and
WHEREAS, in accordance with Section 9.01 of the Original
Indenture, this Second Supplemental Indenture shall become binding
when the written consents of the Owners of a majority in aggregate
principal amount of the Bonds Outstanding and the written consent of
the. Bank have been filed with the Trustee;
94691. 9999. 2535.01:9
NOW, THEREFORE, KNOW ALL PEOPLE BY THESE PRESENTS, THIS
SECOND SUPPLEMENTAL INDENTURE OF TRUST WITNESSETH'
That, in consideration of the premises, it is agreed by and
between the City and the Trustee as follows:
ARTICLE I
AUTHORITY AND DEFINITIONS
SECTION 1.01. Supplemental Indenture. T h i s S e c o n d
Supplemental Indenture is supplemental to the Original Indenture.
SECTION 1.02. Authority for this Second Supplemental
Indenture. This Second Supplemental Indenture is authorized pursuant
to the provisions of the Act and in accordance with Section 9.01 of
the Original Indenture.
SECTION 1.03. Definitions. Ail terms which are defined in
Section 1.01 of the Original Indenture shall have the same meanings,
respectively, in this Second Supplemental Indenture as such terms are
given in said Section 1.01 of the Original Indenture, except as pro-
vided in Section 2.01(1) hereof.
ARTICLE II
AMENDMENT TO CERTAIN PROVISIONS OF THE
ORIGINAL INDENTURE
· SECTION 2.01. Amendment to Certain Provisions of the
Original Indenture. The following amendment to the Original
Indenture shall become effective at such time as this Second
Supplemental Indenture is executed and delivered by the City and the
Trustee, and the written consents of the Owners of a majority in
aggregate principal amount of the Bonds Outstanding and the written
consent of the Bank are filed with the Trustee, all as required by
Section 9.01 of the Original Indenture.
1. Amendment to Section 1.01 of the Original Indenture.
The definition of "Permitted Investments" contained in Section 1.01
of the Original Indenture shall be amended to add the following sub-
paragraphs (7) and (8) ·
"(7) With respect to moneys in the Construction
Fund, tax-exempt obligations of any state of the
United States or any political subdivision thereof,
which at the time of investment are rated "Aa/PI" or
94691. 9999. 2535.01:9
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higher by Moody's and ,,AA,, or higher by S&P, or if
short-term obligations, are rated in the highest pos-
sible category by Moody's and "Al+" by S&P; and
(8) With respect to moneys in the Construction
Fund, interests in tax-exempt money market portfolios
having assets in excess of one billion dollars
( $ 000,000,000)."
ARTICLE III
ORIGINAL INDENtS/RE TO REMJkIN IN EFFECT;.
COUNTERPARTS
SECTION 3.01. Original Indenture to Remain in Effect.
Except as amended by this Second Supplemental Indenture, the Original
Indenture shall remain in full force and effect.
SECTION 3.02. Counterparts. This Second Supplemental
Indenture may be executed in any number of counterparts, each of
which, when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
94691. 9999. 2535.01' 9
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IN WITNESS WHEREOF, the City has caused these presents to
be signed in its name and on its behalf by its Mayor, and its corpo-
rate seal to be hereunto affixed and attested by its City Clerk,
thereunto duly authorized, and to evidence its acceptance hereof, the
Trustee has caused these presents to be signed in its name and on its
behalf by its duly authorized officers, and its official seal to be
hereunto affixed.
ATTEST:
CITY OF TUSTIN
Mayor of the City of ~ustin
Pro Tern
City Clerk o ty
o f Tustt~n
CITIBANK, N.A.
ATTEST:
Title'
Title'
Written consent is hereby
given pursuant to the
Protocol Agreement by.
·
THE I RVINE COMPANY
Written consent is hereby
given pursuant to Section
9.01 of the Original
Indenture by'
THE MITSUBISHI TRUST AND
BANKING CORPORATION, LOS
ANGELES AGENCY
'Ti-ti e'
Title'
94691. 9999. 2535.01: 9
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IN WITNESS WHEREOF, th. City has ¢~n, uoe~. thorne prmment~ to
b~ signed in its numa an~ on its behalf by. its Mayor,. and it~ corpo-
rate s~l to be hmroun~o affixod and attested by its City Clerk,
thereunto duly authorized, and to ~videnoe its acceptance hereof, the
Trustee has caused ~h~se presents to be signed in its name and on its
behalf by. its duly authorized officer~, and its official seal to be
ATTEST
of Tu~tin
ATTEST
./ .. Vi~0 Pro~,o~nt
· ..
$¢rttten consent t~ hereby
given pursuant to the
Protocol Agreement by~
THE IRVINE COMPANY
CITY 0F TUSTIN
M~yor"~f the-'Cit~'y o~ ::T-~iltin
Written consent ia hereby
given pursuant to Section
9.01 of the Original
Indenture by:
THE MITSUBUSHI TRUST AND
BANK~N~ CORPORATION, LOS
AN0~LES AGENCY
Titi'e,
94691. 9999. 2535,01;9
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IN WITNESS WHEREOF, the city has caused these presents to
be eigned in its hum, and on i~e behalf by its Mayor, and ~ts corpo~
ra~e seal =o b~ h~r~unto affixed and a~te~ted by its City clerk,
~hereun=o duly authorized, and =o evidence its acceptance hereof, the
Trustee has caused these presents to be signed in its name and on its
behalf by its duly authorized officers, and its official seal to be
hereun=o affixed.
CITY OF TUSTIN
ATTEST:
of Tustin
ATTEST:
CITIBANK, N.A.
Titie:
,. -
Written consent is hereby
given pursuant to the
Protocol Agreement by:
THE IRVINE COMPANY
Tf~le:
Written consent is hereby
given pursuant to ~action
9.01 of the Original
Indenture by:
THE MITSUBUSHI TRUST AND
BANKING CORPORATION, LOS
ANGELES AGENCY
94691. 9999. 2535.01:9
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. of Tu/t:tn
iiii mm ...... mm .....
....
given .l~tz'mulnt to *.he
prot;o~ol ,~t,
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) · SS
CITY OF TUSTIN )
MARY E. WYNN, City Clerk and ex-officio Clerk of the City Council of the City
of Tustin, California, does hereby certify that the whole number of the
members of the City Council of the City of Tustin is five; that the above
and .foregoing Resolution No..8.9-..1.42 was duly and regularly introduced, passed
and adopted at a regular meeting of the City Council held on the 18th day of
September, 1989, by the following vote: -
AYES: COUNCILPERSONS; Edgar, Hoesterey, Kelly, Prescott
NOES: COUNCILPERSONS: None
ABSTAINED- COUNCILPERSONS: None
ABSENT: COUNCILPERSONS: Kennedy
MARY E. W~~~, 'City l~~e~rk