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HomeMy WebLinkAbout1972-08-09RESOLUTION 72-07 _.> • • Pages 2/3/4/5/6 of Minutes HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION REGULAR ADJOURNED MEETING August 9, 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- ornia, on August 9, 1972 at 4:20 P.M. There were present: Larry L. Curran William D. Armstrong Darrell E. Ward Robert N. Polly comprising a quorum of the Board; also Brander D. Castle, Assistant Secretary Frank B. Arguello, Assistant Secretary Aubrey Horn, Project Manager Terence McCarty, Stone & Youngberg and from the staff of the City of Huntington Beach: Absent was: James Georges, Deputy City Attorney Henry Hartge, City Engineer R. Dudley Boyce On motion duly made, seconded and unanimously carried, the minutes of the regular adjourned meeting of July 5, 1972 were approved. The Treasurer's Report dated July 31, 1972 was sub- mitted by Assistant Secretary Frank Arguello. Following discussion, on motion duly made, seconded and unanimously carried, the Treasurer's Report dated July 31, 1972 was approved. r d sW 4 There was discussion by the Board of the official change of name of the Civic Center contractor, Zapata Diversified Builders. An official corporate resolution will be obtained from Zapata Diversified Builders for the Huntington Beach Public Facilities Corporation files. Project Manager Aubrey Horn submitted written progress reports, Nos. 5 and 6, on the Civic Center covering the period June 1, 1972 through July 31, 1972. Mr. horn and Mr. Castle further reported that a dynamic analysis of the Civic Center building will not be made, however, wherever necessary, equip- ment and machinery will be anchored. The estimated completion date on the project is October 1973. Project Manager Aubrey:Horn submitted a written progress report dated July 31, 1972. On motion duly made, seconded and unanimously carried, and subject to approval of the City Council of the City of Huntington Beach, the following resolution was adopted: WIiEREAS, there have been presented to this meeting the following: 1. Proposed form of Lease and Sublease, dated as of September 1, 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 September 1, 1972, (the "Indenture"), between this Corporation and Bank of America N.T. & S.A., as Trustee, providing for the issuance of $5,000,000 principal amount of this Corporation's Leasehold Mortgage Bonds, Second Issue. NOW, THEREFORE, be it reselved that the forms and proposed documents `as submitted to and authorized at this meeting shall be appropriately marked for identi- fication and filed with the records of this Corporation; and 2. J of i RESOLVED FURTHER, that the Lease is hereby approved and any officer or officers of this Corporation, acting 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 Corporation as conclusively evidenced by the execution thereof; and RESOLVED FURTHER, that this Corporation create an issue of its Leasehold Mortgage Bonds, Second Issue, (the "Bonds") limited to an aggregate principal amount of $5,000,000; 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 Corpora- tion executing 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, that the interest rates on the bonds are hereby fixed as set forth in the following schedule: 3. • • Maturity Principal Interest Date Amount Rate 1975-1983 $1,220,000 7.00 % 1984 180,000 5.90 1985 190,000 5.40 1986-1988 640,000 5.50 1989-1991 770,000 5.6,0 1992 290,000 5.70 1993-1995 965,000 5.75 1996-1997 745,000 5.00 ; and RESOLVED FURT11FR, that the hoiids are hereby .awarded to United California Bank Manager and Associates, 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 fixed at the rate of $399,000 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 Bonds and to deliver the Bonds to Bank of America N.T. & S.A., as Trustee under the Indenture, for authentication and 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 Corporation 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 and for payment of adminis- trative 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 i M A 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 exampt 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 any officer of the Corporation be, and he hereby is, authorized and directed in the name and on behalf of the Corporation to take any and all action which he may deem necessary or advisable in order to obtain a permit, register or qualify its securities for issuance and sale or to request an exemption from regis- tration of its securities or to register or obtain a license for the Corporation as a dealer or broker under the securities laws of such of the states of the United States of America or other jurisdictions, including Canada, as such officer may deem advisable, and in connection with such registration, permits, licenses, qualifications and exemptions to execute, acknowledge, verify, deliver, file and publish all such applications, reports, issuer's covenants, resolutions, irrevocable consents to service of process, powers of attorney and other papers and instruments as may be required under such laws or may be deemed by such officer to be useful or advisable to be filed thereunder, and that this Board of Directors hereby adopts the form of any and all resolutions required by any such state authority in connection with any such applications, reports, issuer's covenants, irrevocable consents to service of process, powers of attorney and other papers and instruments if (1) in the opinion of the officer of the Corporation so acting the adoption of such resolutions is necessary or advisable, and (2) the Secretary of the Corporation evidences such adoption by filing with the minutes of this meeting copies of such resolutions, which shall thereupon be deemed to be adopted by this Board and incorporated in the minutes as a part of this resolution and with the same force and effect as if presented in terms to this meeting; and that the proper officers of the Corporation take any and all further action which they may deem necessary or advisable in order to maintain such registration in effect for as long as they may deem to be in the best interests of the Corporation. RESOLVED FURTHER, that any and all action heretofore or hereafter taken by such officer or officers within the terms of the foregoing resolution is hereby ratified and confirmed as the act and deed of the Corporation. - N 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 bond bid deposits to the unsuccessful bidders. On motion duly made, seconded and urrarilrnously carried, the construction contract for- the, Library Fac:il.ity was awarded to the low bidder, Swinerton & Walberg Company subject to delivery of bonds. There being no further business, upon motion duly made, seconded and unanimously carried, the meeting was adjourned. Approved: Larry L. Curran Chairman of the Meeting Darrel]. 1. War Secretary -Treasurer 6.