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HomeMy WebLinkAboutCity Council - 5687 18019-13 JHHW:CFA:dfd July 30,1986 F6453 RESOLUTION NO. 5687 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING SALE AND LEASEBACK OF CIVIC CENTER LAND AND IMPROVEMENTS WITH CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION, APPROVING AND AUTHORIZING EXECUTION OF RELATED ACQUISITION AGREEMENT, LEASE AGREEMENT AND TRUST AGREEMENT, AUTHORIZING PROCEEDINGS FOR REFINANCING OF 1972 BONDS ISSUED TO FINANCE SUCH LAND AND IMPROVEMENTS, APPROVING OFFICIAL STATEMENT AND SALE OF NOT TO EXCEED $20,000,000 CERTIFICATES OF PARTICIPATION, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION WHEREAS, the Huntington Beach Public Facilities Corporation has heretofore issued its Leasehold Mortgage Revenue Bonds, First issue, dated January 15, 1972 (the "1972 Bonds") for the purpose of financing the acquisition and construction of certain land and improvements constituting the Civic Center of the City (the "Project"), and has heretofore leased the Project to the City of Huntington Beach (the "City") pursuant to the Lease and Sublease dated as of January 15, 1972, by and between the City and said Corporation (the "1972 Lease"); and WHEREAS, the City has the option under the 1972 Lease to provide sufficient funds to discharge the 1972 Bonds and thereupon to acquire all right, title and interest of the Huntington Beach Public Facilities Corporation in and to the Project, and the City wishes at this time to exercise such option; and WHEREAS, the City proposes to sell all of its right, title and interest in the Project to the City of Huntington Beach Civic Improvement Corporation (the "Corporation") pursuant to that certain Acquisition Agreement dated as of July 15, 1986, (the "Acquisition Agreement") by and between the City as seller and the Corporation as purchaser; and WHEREAS, for the purpose of obtaining the moneys required to finance the acquisition of the Project pursuant to the Acquisition Agreement, the Corporation has agreed to assign and transfer certain of its rights under said Lease Agreement to Security Pacific National Bank, as trustee, (the "Trustee") pursuant to the Assignment Agreement dated as of July 15, 1986, by and between the Corporation and the Trustee, and in consideration of such assignment and the execution of the Trust Agreement dated as of July 15, 1986, by and among the City, the Corporation and the Trustee (the "Trust Agreement"), the Trustee has agreed to execute and deliver Certificates of Participation (Civic Center Project) in the principal amount of not to exceed $20,000,000 (the "Certificates of Participation") each evidencing a proportionate interest in the Lease Payments made by the City under the Lease Agreement; and WHEREAS, Stone & Youngberg, as prospective underwriter of the Certificates of Participation (the "Underwriter") has informed the City and the Corporation that it intends to submit an offer to purchase the Certificates of Participation, and in connection with the remarketing of the Certificates of Participation the Underwriter has caused to be prepared an Official Statement describing the Certificates of Participation; and WHEREAS, the City Council approves of said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach as follows: Section 1. Refinancing 1972 Bonds; Sale of Project to Corporation. The City Council hereby approves the deposit with Bank of America National Trust and Savings Association, as trustee with respect to the 1972 Bonds, of an amount sufficient to discharge the 1972 Bonds pursuant to and in accordance with the 1972 Lease and thereby defease the indenture of trust authorizing the issuance of the 1972 Bonds. For the purpose of obtaining funds to finance such deposit and also to provide funds for various capital improvements within the City, the City hereby approves and authorizes the sale of the Project to the Corporation for a purchase price not exceeding the appraised value thereof, pursuant to and in accordance with the Acquisition Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Administrator. The Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, attest and affix the seal of the City to said form of Acquisition Agreement. Section 2. Lease of Project From Corporation. The City Council hereby approves and authorizes the lease of the Project from the Corporation pursuant to and in accordance with the Lease Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Administrator. The Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, attest and affix the seal of the City to said form of Lease Agreement. The schedule of lease payments set forth in Exhibit B to the Lease Agreement shall conform to the schedule of principal and interest payments represented by the Certificates of Participation, determined pursuant to Section 4 hereof. Section 3. Trust Agreement. The City Council hereby approves the Trust Agreement in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the City Administrator. The City Council hereby authorizes and directs the Mayor to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Trust Agreement for and in the name of the City. Section 4. Sale of Certificates. The City Council hereby approves the sale of the Certificates of Participation to the Underwriter pursuant to that certain Purchase Agreement among the City, the Corporation, the Trustee and the Underwriter, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the City Administrator, whose execution of said agreement shall be conclusive evidence of his approval of any such changes or additions. The Certificates shall be substantially as described in the form of Official Statement on file with the City Clerk and hereinafter approved. The City Administrator is hereby delegated the authority to execute said Purchase Agreement for and in the name of the City and thereby accept an offer from the Underwriter to purchase the Certificates of Participation, -2- which offer is acceptable to the City Administrator; provided, however, that the Bonds shall be sold for not less than ninety-six percent (96%) of the par value thereof and provided further that the rate of interest represented by the Certificates of Participation shall not exceed nine percent (9%) per annum. The City Administrator is hereby delegated the authority on behalf of the City to approve the terms of any offer by the Underwriter to purchase the Certificates of Participation, provided that such offer is in form and substance acceptable to the City Administrator and is within the limitations set forth in this Resolution. Section 5. Official Statement. The City Council hereby approves the preliminary Official Statement describing the Certificates of Participation, in substantially the form submitted by the Underwriter and on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the City Administrator. The City Council approves and authorizes the distribution by the Underwriter of said preliminary Official Statement to prospective purchasers of the Certificates of Participation. Section 6. Official Actions. The Mayor, the City Administrator, the Chief of Administrative Services, the Senior Community Development Specialist, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, including but not limited to an escrow agreement to accomplish the defeasance of the 1972 Bonds, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and other documents approved pursuant to this Resolution. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 21 st day of July, 1986, by the following vote: AYES: MacAllister, Bailey, Green NOES: Mandi c ABSENT: Finley, Thomas NOT VOTING: Kelly Mayor (SEAL) Attest: City Clerk -3-