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HomeMy WebLinkAboutPublic Facilities Corporation - 71-03 i RESOLUTION .71-03 Page 2 of Minutes HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION MINUTES OF REGULAR ADJOURNED MEETING December 15 , 1971 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 , California , on December 15 , 1971 at 4 : 00 P .M. There were present : Larry L . Curran William D. Armstrong Darrell E . Ward R. Dudley Boyce Robert N. Polly comprising a quorum of the Board ; also Brander D. Castle , Assistant Secretary Stephen J. Stern, O 'Melveny $ Myers Herman B . Zelles , Stone $ Youngberg and from the staff of the City of Huntington Beach : Don P . Bonfa, City Attorney Willis Mevis , Deputy City Attorney On motion duly made , seconded and unanimously carried, the minutes of the regular meeting of October 27 , 1971 were approved. On motion duly made , seconded and unanimously carried, Darrell E . Ward was elected secretary-treasurer. / Mr . Stephen J. Stern reviewed the documents submitted to the directors ; the Lease and Sublease , Indenture of Mortgage and Deed of Trust , and Notice Inviting Bids on Leasehold Mortgage Bonds and Bid Form. The documents were explained and questions of the directors were answered by Mr . Stern and Mr . Zelles . 1. On motion duly made , seconded and unanimously carried, the following resolution was adopted: WHEREAS , the Board of Directors of the Huntington Beath O Public Facilities Corporation pro M ,100 , 000 es to issue and sell bonds in the principal amount of to be designated "Leasehold Mortgage Bonds , First Issue" ; and WHEREAS , it is desirable that said bonds be sold; NOW, THEREFORE , the Board of Directors of the Huntington Beach Public Facilities Corporation, Orange County , California, DOES HEREBY RESOLVE , DETERMINE AND ORDER AS FOLLOWS : Section 1 . That said bonds be sold and that sealed bids or proposals for the purchase of said bonds be received up to the time stated in the notice hereinafter set forth. Section 2 . That the City Clerk, on behalf of the Corpora- tion , be and is hereby authorized and directed to publish said notice once in HUNTINGTON BEACH NEWS , a newspaper of general circulation published in the City of Huntington Beach, said publication to be at least seven days prior to the date for receiving bids . Section 3 . That said notice shall be substantially as follows : 2 . 12/16/71 Huntington Beach Public Facilities Corporation NOTICE INVITING BIDS ON LEASEHOLD MORTGAGE BONDS AND BID FORM 12/16/71 NOTICE INVITING BIDS ON HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION LEASEHOLD MORTGAGE BONDS FIRST ISSUE NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of $11,100,000 par value Leasehold Mortgage Bonds of the HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION will be received by the Board of Directors of said Corporation at the place and up to the time below specified. TIME: Wednesday, January 12, 1972 11:00 A.M. PLACE: Office of the City Clerk City Hall 520 Pecan Street Huntington Beach, California MAILED BIDS: Mailed bids should be addressed to: Office of the City Clerk City Hall P.O. Box 190 Huntington Beach, California 92648 OPENING OF BIDS: The bids will be received by the Corporation on January 12, 1972, at 11:00 o'clock A.M. at the Office of the City Clerk. The bids will be opened by the Clerk immediately following receipt and will be presented to the Board of Directors of the Corporation later during said day. ISSUE: $11,100,000 designated Huntington Beach Public Facilities Corporation, Leasehold Mortgage Bonds First Issue, consisting of 2220 Bonds, numbered 1 to 2220, both inclusive, of the denomination of $5,000 each, dated January 15, 1972. MATURITIES: The Bonds will mature on January 15 in each year and mature in the amounts and on the dates as follows: Maturity Principal Maturity Principal Date Amount Date Amount 1975------------------------------------ $200,000 1987------------------------------------ $430,000 1976------------------------------------ 210,000 1988------------------------------------ 460,000 1977------------------------------------ 230,000 1989------------------------------------ 490,000 1978------------------------------------ 240,000 1990------------------------------------ 530,000 1979------------------------------------ 260,000 1901------------------------------------ 560,000 1980------------------------------------ 270,000 1992------------------------------------ 600,000 1981------------------------------------ 290,000 1993--------------------------------- 640,000 1982------------------------------------ 310,000 1994------------------------------------ 680,000 1983------------------------------------ 330,000 1995------------------------------------ 730,000 1984--------------------------------- 360,000 1996----- -------------------------- --- 780,000 1985------------------------------------ 380,000 1997------------------------------------ 830,000 1986------------------------------------ 400,000 1998----------------------------------- 890,000 1 12/16/71 INTEREST: The Bonds shall bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed seven and one-half percent (71/2%) per annum, payable semiannually on the fifteenth days of July and January in each year. PAYMENT: Said Bonds and the interest thereon will be payable in lawful money of the United States of America at the Corporate Agency Division of the Trustee, Bank of America N.T. &S.A., in the City of Los Angeles, California, or, at the option of the Holder, at the offices of the Paying Agents of the Corporation in The City of New York, New York, or the City of Chicago, Illinois. PURPOSE OF ISSUE: The Bonds are issued for the purpose of raising money for the construction of a city hall and police building by the Corporation ("Facilities"). When constructed, these Facilities are to be leased to the City of Huntington Beach by the Corporation. SECURITY: The Bonds will be secured by an Indenture of Mortgage and Deed of Trust ("Indenture") dated as of January 15, 1972, to be executed and entered into by the Corporation and the Bank of America National Trust and Savings Association ("Trustee"). The Indenture has been duly and validly authorized by the Board of Directors of the Corporation and, upon execution, will operate to convey to the Trustee for the benefit of the bondholders, the interest of the Corporation under that certain lease entitled "HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION LEASE AND SUBLEASE" ("Lease"), to be executed and entered into by the Corporation and the City of Huntington Beach. In accordance with the provisions of the Lease, the City will be obligated to pay to the Corporation, upon completion of construction of the Facilities, a specified annual rental sufficient to pay the principal of and interest on the bonds and all administrative expenses of the Corporation. PAYMENT: The Bonds and the interest thereon are payable in lawful money of ,the United States of America at the Corporate Agency Division of the Trustee in Los Angeles, California, or, at the option of the holder, at the principal office of any paying agent of the Corporation in the cities of Chicago, Illinois or New York, New York. REGISTRATION: The Bonds will be issued as coupon bonds in the denomination of $5,000, exchangeable for fully registered bonds without coupons in the denomination of $5,000 or any multiple thereof. The form of bonds may be changed, or the bonds discharged from registration in accordance with the provisions of the Indenture. REDEMPTION: In the event of loss of or damage to or condemnation of the Facilities, all or part of the bonds issued under the Indenture, at the time outstanding, may be redeemed for the principal amount thereof together with interest accrued to the redemption date plus a premium equal to one quarter of one percent (1/4%) of said principal amount plus one quarter of one percent (1/4%) of said principal amount for each year or fraction of a year from the redemption date to the maturity date of the bonds, provided, that in no event shall such premium exceed 41/2% of such principal amount. Redemption of the bonds for the aforementioned purposes may be made, in the manner and from the funds as provided in the Indenture, at any time prior to their stated date of maturity, at the option of the Corporation, as a whole, or in part, provided that if less than all of the bonds are redeemed, the Trustee shall determine a principal amount of the bonds in each maturity to be redeemed so that approximately equal annual debt service will prevail, and the bonds to be redeemed in each maturity shall be selected by lot by the Trustee. Except as set forth in the preceding paragraph the bonds maturing on or prior to January 15, 1982, shall not be subject to call and redemption prior to maturity. The bonds maturing on January 15, 1983, and thereafter may, at the option of the Corporation, be called for redemption prior to maturity in whole or in part on January 15, 1982, or on any interest payment date thereafter but only in the manner and only from the funds as provided in the Indenture, at a redemption price for each redeemable 2 12/16/71 bond equal to the principal amount thereof plus a premium equal to one quarter of one percent (1/a%) of said principal amount plus one quarter of one percent (1/a%) of said principal amount for each year or fraction of a year from the redemption date to the maturity date of the bond. All or any of the bonds subject to call may be called for redemption at any one time. Except as provided in the first paragraph of this section, if less than all of the bonds are redeemed. at any one time, such bonds shall be redeemed only in inverse order of maturity and the particular bonds within a maturity to be redeemed shall be selected by lot by the Trustee in such manner as the Trustee in its discretion may determine; provided, however, that the portion of any registered bond to be redeemed shall be in the principal amount of $5,000, or a multiple thereof, and that, in selecting coupon bonds, and portions of fully registered bonds for redemption, the Trustee shall treat each such fully registered bond as representing that number of coupon bonds which is obtained by dividing the principal amount of such fully registered bond by $5,000. TERMS OF SALE Interest Rate. The maximum rate bid may not exceed seven percent (7ir) per annum. Each rate bid must be a multiple of 1/20 of 1%. No Bond shall bear more than one interest rate, and all. Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. Only one coupon will be attached to each Bond for each installment of interest thereon, and bids providing for additional or supplemental coupons will be rejected. The rate on any maturity or group of maturities shall not be more than two percent (2%) higher than the interest rate on any other maturity or group of maturities. Award: The Bonds shall be sold for cash only. All bids must be for not less than all of the Bonds hereby offered for sale and each bid shall state that the bidder offers par and accrued interest to the date of delivery and the interest rate or rates not to exceed those specified herein, at which the bidder offers to buy said Bonds. Each bidder shall state in his bid the total net interest cost in dollars and the average net interest rate determined thereby, which shall be considered informative only and a part of the bid. Highest Bidder: The Bonds will be awarded to the highest responsible bidder or bidders considering the interest rate or rates specified and the premium offered, if any. The highest bid will be determined by deducting the amount of premium bid (if any) from the total amount of interest which the Corporation would be required to pay from the date of said Bonds to the respective maturity dates thereof at the coupon rate or rates specified in the bid, and the award will be made on the basis of the lowest net interest cost to the Corporation. The purchaser must pay accrued interest from the date of the Bonds to the date of delivery computed on a 360-day year basis. The cost of printing the Bonds will be borne by the Corporation. Right of Rejection: The Corporation reserves the right, in its discretion, to reject any and all bids and to the extent not prohibited by law to waive any irregularity or informality in any bid. Prompt Award: The Corporation will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the time herein prescribed for the receipt of proposals; provided that the award may be made after the expiration of the specified time if the bidder shall not have given to the Board of Directors notice in writing of the withdrawal of such proposal. Place of Delivery: Delivery of said Bonds will be made to the successful bidder at the offices of the Trustee, the Bank of America N.T. & S.A., at its main office in the City of Los Angeles, California, or at such other place agreeable to both the successful bidder and the Corporation. Payment for said Bonds shall be made in cash or Federal Reserve Bank Funds which are immediately available to the Corporation or other comparable funds. Prompt Delivery; Cancellation for Late Delivery: It is expected that said Bonds will be delivered to the successful bidder within thirty (30) days from the date of sale thereof. The successful bidder 3 12/16/71 shall have the right, at his option, to cancel the contract of purchase if the Corporation shall fail to execute the Bonds and tender them for delivery within sixty (60) days from the date herein fixed for the receipt of bids, and in such event the successful bidder shall be entitled to the return of the check accompanying his bid. Form of Bid: Each bid, together with the bid check, must be in a sealed envelope, addressed to the office of the City Clerk with the envelope and bid clearly marked "Proposal for the Huntington Beach .Public Facilities Corporation Leasehold Mortgage Bonds, First Issue." Each bid must be in accordance with the terms and conditions set forth in this notice and must be submitted on, or in substantial accordance with the bid form provided by the Corporation. Bid Check: A certified or cashier's check on a responsible bank or trust company in the amount of $200,000, payable to the order of the Corporation must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for said Bonds in accordance with the terms of his bid. The check accompanying any accepted proposal shall be applied on the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Corporation, shall then be cashed and the proceeds retained by the Corporation. The check ac- companying each unaccepted proposal will be returned promptly. Sale in Other States: Except in California, the Corporation will assume no responsibility for any permits and/or filing fees which may be required to qualify the bonds for offer or sale in other states. Change in Tax Exempt Status: At any time before the Bonds are tendered for delivery, the successful bidder may disaffirm and withdraw the proposal if the interest received by private holders from Bonds of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any . federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes by the terms of any federal income tax law enacted subsequent to the date of this notice. Legal Opinion: The unqualified opinion of O'Melveny & Myers, attorneys, approving the validity of said Bonds will be furnished the successful bidder at or prior to the time of delivery of the Bonds, at the expense of the Corporation. A copy of such opinion, certified by an officer of the Corporation by his facsimile signature will be printed on the back of each Bond. No charge will be made to the purchaser for such printing or certification. No Litigation Certificate: At the time of payment for and delivery of said Bonds, the Corporation will furnish the successful bidder a certificate that there is no litigation pending affecting the validity of the Bonds. INFORMATION AVAILABLE: For details as to the items referred to in this notice prospective bidders are invited to examine the Official Statement and the Legal Documents referring to the issuance of the Bonds. Any requests for such documents and other information concerning the Corporation and this proposed financing should be addressed to: Stone & Youngberg Municipal Financing Consultants Inc. One California Street San Francisco, California 94111 GIVEN by order of the Board of Directors of the Huntington Beach Public Facilities Corporation, adopted December 15, 1971. Secretary of the Board of Directors 4 12/16/71 BIN) FOR THE PURCHASE OF Huntington Leach Public Faciillstnes Corporation Leasehold Mortgage Bonds Furst: Issue January 12, 1972 Huntington Beach Public Facilities Corporation c/o Office of the City Clerk City Hall 520 Pecan Street Huntington Beach, California 92648 In behalf of a group which we have formed, consisting of and pursuant to the notice inviting proposals hereinafter mentioned, we oiler to purchase $11,100,000, principal amount, all or none, of the Bonds designated as "Huntington Beach Public Facilities Corpo- ration Leasehold Mortgage Bonds, First Issue," particularly described in said notice, with interest rates as set forth in the following schedule, entitled "Schedule of Interest Rates", and to pay therefor the par value thereof plus a premium of $---------------- (making an aggregate sum of $----------------) plus interest accrued on such Bonds to the date of delivery thereof. 5 t 12/16/71 SCHEDULE OF IINTEREST RATES i Maturity Principal Interest Maturity Principal Rate Date Amount Rage Date Amount Interest 1975_----_------------------ $200,000 ------% 1987---------------------- $430,000 % 1976------------------------ 210,000 ----- 1988.-.-_-._.....___- .... 460,000 1977---------- ------- 230,000 ------ 1989------------ ---- 490,000 ------ 1978------ ----------- 240,000 ------ 1990------------ ------ 530,000 -- --- 1979__-_.----_____--.-__- 260,000 ---- 1991------------------------ 560,000 ---— 1980--------------.......... 270,000 1992--------------------- 600,000 ...... 1981------------------------ 290,000 ---- 1993.-------------- -------- 640,000 1982------.----------------- 310,000 _-.--- 1994------------------------ 680,000 -__- 1983-------------------- --- 330,000 ____ 1995------------------------ 730,000 1984.------------------ --- 360,000 ------ 1996--------------.--------- 780,000 .----- 1985------------------------ 380,000 ---_- 1997---------.-------------- 830,000 1986------------------------ 400,000 ...... 1998__.--------------------- 890,000 ------ This proposal is made subject to all the terms and conditions heretofore published, all of which terms and conditions are made a part hereof as fully as though set forth in full in this proposal. There is enclosed herewith a *---------..._------.---------------------.__. check for $200,000, payable to the order of the Huntington Beach Public Facilities Corporation. There is submitted herewith a memorandum (which shall not constitute a part of this proposal) stating the exact total amount of interest payable on the Bonds, during the life of the issue, under this proposal. * Insert "certified" or "cashier's". 6 12/16/71 MEMORANDUM EMORANI➢iJM OF INTEREST REQUIREMENTS (For Information Purposes Only) Huntington Beach Public Facilities Corporation Leasehold Mortgage Bonds First Issue The exact total gross amount of interest payable on the Bonds during the life of the issue under the above proposal is $----------------_------ The net interest cost is $----------------------- The net interest rate is --------%. 7 On motion duly made , seconded and unanimously carried, the lease , sublease and indenture were approved as to form. On motion duly made , seconded and unanimously carried, the following resolution was adopted: WHEREAS , an Official Statement for use in connection with the issuance of bonds of the Huntington Beach Public Facilities Corporation in the amount of $11 , 100 ,000 designat - ed "Leasehold Mortgage Bonds , First Issue" has been prepared by Stone & Youngberg, Municipal Financing Consultants , Inc . , financing consultants to the Corporation , and has been present- ed to this meeting: NOW, THEREFORE, the Board of Directors of the Huntington Beach Public Facilities Corporation, DOES HEREBY RESOLVE , DETERMINE AND ORDER as follows : Section 1. Said Official Statement is hereby approved in substantially the form submitted. Stone & Youngberg is hereby authorized to make such changes as may be necessary to finalize said statement . On motion duly made , seconded and unanimously carried, Stone & Youngberg, Municipal Financing Con sultants , Inc . , is authorized to obtain bond ratings and to advertise , subject to payment being made from the proceeds of the sale of the bonds . There being no further business , upon motion duly made , seconded and unanimously carried, the meeting was adjourned . Darrell E . War Approved: Secretary Treasurer Larry L. Curran Chairman of the Meeting 3 .