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Home My WebLink AboutCivic Improvement Corporation - 86-6 18019-13 JHHW:CFA:dfd July 30.1986 F6456 RESOLUTION NO. 86-6 RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION APPROVING PURCHASE AND LEASEBACK OF CIVIC CENTER LAND AND IMPRVOEMENTS WITH THE CITY OF HUNTINGTON BEACH, APPROVING AND AUTHORIZING 'EXECUTION OF RELATED ACQUISITION AGREEMENT, LEASE AGREEMENT, ASSIGNMENT AGREEMENT AND TRUST AGREEMENT, APPROVING OFFICIAL STATEMENT AND SALE OF $20,000,000 CERTIFICATES OF PARTICIPATION, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION WHEREAS, the City of Huntington Beach (the "City") proposes to sell all of its right, title and interest in its existing civic center land and improvements (the "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 $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 Board of Directors of the Corporation approves of said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of i Huntington Beach Civic Improvement Corporation as follows: i i Section 1. Acquisition of Project from City. The Board of Directors hereby approves i and authorizes the purchase of the Project by the Corporation from the City 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 Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director. The President and the Secretary are hereby authorized and directed for and in the name and on behalf of the Corporation to execute, attest and affix the seal of the Corporation to said form of Acquisition Agreement. Section 2. Lease of Project to City. The Board of Directors hereby approves the lease of the Project to the City pursuant to and in accordance with the Lease Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Executive Director. The President and the Secretary are hereby authorized and directed for and in the name and on behalf of the Corporation to execute, attest and affix the seal of the Corporation 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 5 hereof. Section 3. Trust Agreement. The Board of Directors hereby approves the Trust '+ Agreement in substantially the form on file with the Secretary, together with any changes . therein or additions thereto deemed advisable -by the Executive r=Director.: .%Tli'e,Board-of Directors hereby authorizes and directs the President to execute,., and -,the Secretary to attest.and affix the. seal of the Corporation to, said form.of:the:Trust:Agreement for and in the name of the Corporation. Section 4. Assignment-Agreement. The Board. of Directors' hereby-approves the.- Assignment Agreement in substantially the° form on file:.with.the Secretary; together-with j any changes therein or additions thereto deemed advisable 'by the,Executive Director. The Board of Directors hereby authorizes and directs the President to execute, and the I Secretary to attest and affix the seal of the Corporation to, said form of the Assignment Agreement for and in the name of the Corporation. Section 5. Sale of Certificates. The Board of Directors hereby approves the sale of the Certificates of Participation to the Underwriter pursuant to that certain Purchase Agreement among the City, the Corporation, the Assignmentee and the Underwriter, in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Executive Director, 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 Secretary and hereinafter approved. The Executive Director is hereby delegated the authority to execute said Purchase Agreement for and in the name of the Corporation and thereby accept an offer from the Underwriter to purchase the Certificates of Participation, which offer is acceptable to the Executive Director; provided, however, that the Bonds shall be sold for not less than ninety-six percent (96%) of the par value thereof I and provided further that the rate of interest represented by the Certificates of Participation shall not exceed nine percent (9%p ) per annum. The Executive Director is hereby delegated the authority on behalf of the Corporation to approve the terms of any offer by I the Underwriter to purchase the Certificates of Participation, provided that such offer is in -2- I + I + form and substance acceptable to the Executive Director and is within the limitations set j forth in this Resolution. Section 6. Official Statement. The Board of Directors hereby approves the preliminary Official Statement describing the Certificates of Participation, in substantially the form submitted by the Underwriter and on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Executive Director. The Board of. Directors approves and authorizes the distribution by the Underwriter of said preliminary Official Statement to prospective purchasers of the Certificates of Participation. Section 7. Official Actions. The President, the Executive Director, the Chief Financial Officer, the Secretary and all other officers of the Corporation are each authorized and directed in the name and on behalf of the Corporation to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary orz appropriate in order to consummate any of the transactions contemplated by the agreements and other documents approved pursuant to this Resolution. Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. I - - I i I I i � -3- i i PASSED AND ADOPTED this 4th day of August, 1986, by the following vote: AYES: Kelly, Mandic, Green, Thomas NOES: MacAllister, Bailey ABSENT: Finley President (S E A L) y Attest: j - Secretary I . r . i f I i I i t i f � 1 ^ 4 -4-