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HomeMy WebLinkAbout1972-01-12..i RESOLUTION 72-04 i. Pages 2/3/4/5 of Mirotes HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION MINUTES OF REGULAR ADJOURNED MEETING January 12, 1972 The regular adjourned meeting of the Board of Directors of the Huntington Beach Public Facilities Corporation was called to order in the City Hall, Huntington Beach, Calif. on January 12, 1972 at 7:30 P.M.by Assistant Secretary Brander Castle.. Mr. Castle then called a recess of the meeting until such time as a quorum was present. The meeting was re -convened at 8:45 P.M. by Vice President William Armstrong. There were present: William D. Armstrong Darrell E. Ward R. Dudley Boyce Robert N. Polly comprising a quorum of the Board; also absent was Brander D..Castle, Assistant Secretary Frank B. Arguello, Assistant Secretary Herman B. Zelles, Stone & Youngberg Stephen J. Stern, O'Melveny $Myers Aubrey Horn, Project Manager Larry L. Curran Mr. Herman Zellis read the bids received and opened at 11:00 A.M. and reported that Bank of America was low bidder on the first issue ($11,100,000) of leasehold mortgage bonds. of the Huntington Beach Public Facilities Corporation. r t The bids received were as follows: Bond Equivalent Bidder Interest Int. Rate Bank of America $ Associates $ 10,680,906 S.4963 Southern California First. National Bank, et al (2) 10,836,S1S S.S763 Halsey, Stuart & Co., Inc. et Al (16): 11,0691082 S.S960 Security Pacific.National Bank, et al (23) 11,092,170 S.7079 United California Bank, et al (17) 11,098,S09 S.7116 Mr. Stern presented a resolution to the Board, ex- plained its content and recommended adoption. On motion duly made, seconded and unanimously carried, the following resolution was adopted: WHEREAS, there have been presented to this meeting the following: 1. Proposed form of Lease and Sublease, dated as of January 1S, 1972, between this Corporation and the City of Huntington.Beach, a municipal corporation ("Huntington Beach") , (the "Lease") ; 2. Proposed form of Indenture of Mortgage and Deed of Trust, dated as of January 1S, 1972, (the "Indenture".), between this Corporation and Bank of America N.T. $ S.A., as Trustee, providing for.the issuance of $11,100,000 principal amount of this Corporation's Leasehold Mortgage Bonds, First Issue. NOW, THEREFORE, be it resolved that the forms and proposed documents as submitted to and authorized at a this meeting shall. be appropriately marked for identifica- tion and filed with the records of this Corporation; and RESOLVED FURTHER, that the Lease is hereby approved and any officer'or officers of this Corporation, act- ing in its name and on its behalf,.be and they hereby are, authorized and empowered to execute and deliver the Lease in substantially the form presented to and considered at this meeting with such changes as the officer or officers executing the same shall deem appropriate and in the best interests of this Corpora- tion as conclusively evidenced by the execution thereof; and 2. 4 r RESOLVED FURTHER, that this Corporation create an issue of its Leasehold Mortgage Bonds, First Issue, (the "Bonds") limited to an aggregate principal amount of $11,100,000; that the Bonds shall be issued under and secured by the Indenture; and RESOLVED FURTHER, that the form, terms and provisions of the Indenture be, and they are hereby, approved and that the president or any vice president, together with the secretary or any assistant secretary, of this Corporation be, and they hereby are, authorized and directed on behalf of this Corporation and in its name to execute and deliver to Bank of America N.T. & S.A., as Trustee, the Indenture, in substantially the form thereof as presented to and considered at this meeting, with such changes therein, however, as may be approved by the officer of this Corporation exe- cuting the same, such -approval to be conclusively evidenced by his execution thereof; and . RESOLVED FURTHER, that Bank of America N.T. & S.A. is hereby appointed .to act as Trustee under the Indenture and said Bank is appointed bond registrar and paying agent under the Indenture and is authorized to maintain the offices or agencies of this Corporation where notices or demands in respect of the Bonds or the Indenture may be served; and RESOLVED FURTHER, that pursuant to Covenant 16 of Section 701 of the Indenture and subject to the written approval of the Trustee under the Indenture, the First National City Bank of New York, New York, New York and Continental Illinois National Bank and Trust Company, Chicago, Illinois are hereby appointed to act as Paying Agents under the Indenture; and RESOLVED FURTHER,i that the interest rates, on.the bonds are hereby fixed as set forth in the following schedule: Maturity Principal Interest Date Amount Rate 1975 $200,000 7 % 1976 210,000 7 1977 230,000 7. 19.78 240,00.0 7 1979 260,000 7. 1980 270,000 7 3. maturity Principal Interest Date Amount Rate 1981 $290,000 7 % 1982 310,000 7 1983 330,000 5.70 1984 360,000 5-1/2 198S 380,000 5-1/2 1986 400,.000 5-1/2 1987 430,000 5-1/2 1988 460,000 S-1/2 1989 490,000 S-1/2 1990 S30,000 S-1/2 1991 S60,00.0. S-1/2 1992 600)000 S-1/2 1993 640,000 5-1/2 1994 680,000 5-1/2 1995 730,000 5-1/2 1996 780,000 5-1/2 1907. 830,000 5 1998 890,000 5 ; and RESOLVED FURTHER, that the bonds are hereby awarded to Bank of America N.T. & S.A., such purchaser being the lowest responsible ;bidder for the bonds, such bid having been submitted in accordance with the Notice Inviting Bids of this Corporation; and. RESOLVED FURTHER, that the lease payments to be made by Huntington Beach to this Corporation pursuant to Section 5 of the Lease are hereby fix ed at the rate of $8549900.00 per annum, payable in accordance with the terms of said Lease. RESOLVED FURTHER, that the president .or any vice president, and the secretary or any assistant secretary of this Corporation (each of whom may sign by facsimile signature) are hereby authorized and directed to execute, in the name and on behalf of this Corporation.and under its corporate seal (which may be a facsimile of such seal) , the }fonds arrci to deliver the Bonds to Bank of Arne r i ca N.T. ('� S.A. , :f Trustee under the Indenture, for uuthent. i cat. i un NMI delivery to the purchasers thereof; and RESOLVED FURTHER, that the president,.vice president,treasurer and secretary of this Corporation or any assistant secretary of this Corporation, or any of them, acting singly or with one or more of the said officers of this Corporation, be and they hereby are, authorized to execute on behalf of this Corpora- tion and to deliver to the Trustee under the Indenture, written requisitions for payments from the Construction Fund in accordance with Section 403 of the Indenture r 4. s and for payment of administrative expenses in accordance with Section 505 of the Indenture; and RESOLVED FURTHER, that the acts taken on behalf of this Corporation in connection with the issuance and sale of the Bonds, including but not limited to the filing of the request with the Internal Revenue Service for a ruling that the interest on the Bonds would be excludable for federal income tax purposes from the gross income of the recipients thereof, and that the income received by the Corporation would not be subject to federal income tax, and the filing of a request with the Securities and Exchange Commission and that the bonds would be exempt from registration requirements of the Securities Act of 1933 and that the Indenture would not be subject to qualification under the Trust Indenture Act of 1939 are hereby approved and ratified; and RESOLVED FURTHER, that the officers of this Corporation be, and they hereby are, authorized and directed to execute all documents and take such action as they may deem necessary or advisable in order to carry out and perform the purposes of these resolutions. On motion duly made, seconded and unanimously carried, Assistant Secretary Frank Arguello was authorized to return the bid deposits to the unsuccessful bidders. On motion duly made, seconded and unanimously carried, the construction contract for the Civic Center and Police Facility was awarded to the low bidder, Diversified Builders, Inc., subject to delivery of bonds, and all other bids were rejected. There being no further business, upon motion duly made, seconded and unanimously carried, the meeting was adjourned. Darrell E, ar Secretary -Treasurer ► Approved: William D. Armstrong Chairman of the Meeting 5.