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HomeMy WebLinkAboutPublic Financing Authority - 1 k r y 18025-02 . JHHW:CFA:dfs May 9,! F7996 k RESOLUTION NO. 1 RESOLUTION OF THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $30,000,000 PRINCIPAL AMOUNT OF REVENUE BONDS RELATING TO MAIN—PIER REDEVELOPMENT PROJECT, OAKVIEW REDEVELOPMENT PROJECT, TALBERT—BEACH REDEVELOPMENT PROJECT AND HUNTINGTON CENTER . COMMERCIAL DISTRICT REDEVELOPMENT PROJECT, AUTHORIZING AND DIRECTING EXECUTION OF RELATED INDENTURE OF TRUST AND LOAN AGREEMENTS,AUTHORIZING SALE OF BONDS,APPROVING OFFICIAL STATEMENT, ENGAGING BOND COUNSEL,APPOINTING EXECUTIVE DIRECTOR AND DEPUTY EXECUTIVE DIRECTOR, AND AUTHORIZING OFFICIAL ACTION WHEREAS, the City of Huntington Beach (the "City") and the Redevelopment Agency of the City of Huntington Beach (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement dated March 7, 1988, establishing the Huntington Beach Public Financing Authority (the "Authority") for the purpose of issuing its bonds to be used to provide financial assistance to the City and the Agency; and the Authority proposes at this time to issue its Huntington Beach Public Financing Authority 1988 Revenue Bonds (Huntington Beach Redevelopment Projects) in an aggregate principal amount of not to exceed $30,000,000 (the 'Bonds") for the purpose of (a) providing funds to make a loan to the Agency in an aggregate principal amount of not to exceed $10,775,000 relating to the Main-Pier Redevelopment Project (the "Main- Pier Project Loan"), (b) providing funds to make a loan to the Agency in an aggregate principal amount of not to exceed $3,500,000 relating to the Oakview Redevelopment Project (the "Oakview Project Loan"), (c) providing funds to make a loan to the Agency in an aggregate principal amount of not to exceed $2,265,000 relating to the Talbert-Beach Redevelopment Project ("Talbert-Beach Project Loan"), and (d) providing funds to make a loan to the Agency in an aggregate principal amount of not to exceed $13,460,000 relating to the Huntington Center Commercial District Redevelopment Project (the "Huntington Center Commercial District Project Loan"); and the Bonds are to be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, (the "Act") constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, and pursuant to an Indenture of Trust dated as of May 1, 1988, by and between the Authority and First Interstate Bank of California as trustee (the "Trustee"); and Stone & Youngberg (the "Underwriter") has informed the Authority that it intends to submit an offer to purchase the Bonds and in connection with the offering thereof has caused to be prepared an Official Statement describing the Bonds, the preliminary form of which is on file with the Secretary; and the Board wishes to appoint an Executive Director and a Deputy Executive Director to facilitate the administration of the issuance of the Bonds, pursuant to Section 3.07 of the Agreement; the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the Huntington Beach Public Financing Authority as follows: Section 1. Issuance of Bonds. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act and the Indenture in the aggregate principal amount of not to exceed$30,000,000 for the purposes hereinbefore described. The Board hereby approves the Indenture in substantially the form on file with the Secretary together with any immaterial additions thereto or immaterial changes therein deemed necessary or advisable by the Executive Director appointed pursuant to Section 5 hereof (the "Executive Director"). The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix. the seal of the Authority to, the final form of the Indenture for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 2. Approval of Loans. The Board hereby authorizes and approves the Main-Pier Project Loan, the Oakview Project Loan, the Talbert-Beach Project Loan and the Huntington Center Commercial District Project Loan (collectively, the "Loans") to be made by the Authority to the Agency from the proceeds of the Bonds. The Loans shall be made pursuant to and in accordance with the terms of the four Loan Agreements, each dated as of May 1, 1988, by and among the Authority, the Agency and the Trustee, relating to each of the respective Loans (collectively, the "Loan Agreements"). The Board hereby approves each of the Loan Agreements in substantially the form on file with the Secretary together with any immaterial additions thereto or immaterial changes therein deemed necessary or advisable by the Executive Director. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of each of the Loan Agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Loan Agreements. Section 3. Sale of Bonds. The Board hereby approves the sale of the Bonds by negotiation with the Underwriter, pursuant to the Purchase Contract by and among the Authority, the Agency and the Underwriter, in substantially the form on file with the Secretary together with any immaterial changes therein or immaterial additions thereto approved by the Executive Director or an authorized representative or designee of the Executive Director, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Purchase Contract shall be executed in the name and on behalf of the Authority by the Executive Director, who is hereby authorized and directed to execute and deliver said form of Purchase Contract on behalf of the Authority upon submission of a proposal by the Underwriter to acquire the Bonds, which proposal is acceptable to the Executive Director. The purchase price received by the Authority for the Bonds shall be not less than ninety-eight percent (98%) of the par amount thereof and the net effective rate of interest to be borne by the Bonds shall not exceed nine percent (9%) per annum. -2- Section 4. Official Statement. The Board hereby approves the preliminary Official Statement describing the Bonds, in substantially the form submitted by the Underwriter and on file with the Secretary. Distribution of the preliminary Official Statement by the Underwriter is hereby ratified and approved. The Board hereby authorizes the distribution of the final Official Statement by the Underwriter. The Executive Director or his designee is hereby authorized and directed to approve any immaterial changes in or immaterial additions to a final form of said Official Statement. The Final Official Statement shall be executed in the name and on behalf of the Authority by the Chairman who is hereby authorized and directed to execute the final Official Statement on behalf of the Authority. Section 5. Appointment of Executive Director and Deputy Executive Director. Pursuant to Section 3.07, the Board hereby establishes the offices of Executive Director and Deputy Executive Director. The duties of the Executive Director shall be generally to execute, administer and carry out the matters approved by this Resolution in connection with the issuance and sale of the Bonds, and to perform such functions as may be particularly ascribed to the Executive Director hereunder. The duties of the Deputy Executive Director shall be generally to assist the Executive Director in the performance of the Executive Director's duties and to take any action on behalf of the Executive Director in the Executive Director's absence. The City Administrator is hereby appointed ex officio to act as the Executive Director, and the Deputy City Administrator of Administrative Services is hereby appointed ex officio to act as the Deputy Executive Director. Section 6. Engagement of Bond Counsel Services. The Board hereby authorizes and approves the engagement of Jones Hall Hill & White, A Professional Law Corporation, to act as bond counsel on behalf of the Authority in connection with the issuance of the Bonds. The. Chairman and the Secretary are hereby authorized and directed to execute the Agreement with such firm, the form of which Agreement is on file with the Secretary. Section 7. Official Action. The Chairman, the Vice=Chairman, the Treasurer, the Secretary, the Executive Director, the Deputy Executive Director, the Authority Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the making of the Loans as described herein; provided that the same shall have been approved as to form by the Authority general counsel. -3- Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED by the Board of Directors of the Huntington Beach Public Financing Authority at a special meeting thereof held on the 16th day of May, 1988. Chairman ATTEST: AP 0 AS TO FORM: By By Secretary Authority Attorney REVIEWED AND APPROVED: INITIATED VA4)PR 7� By - By Executive Director puty 'utiv Director l/ -4- Res: No. 1 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH) 1, ALICIA M. WENTWORTH, Secretary of the Huntington Beach Public Financing Authority of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Huntington Beach Public Financing Authority of the City of Huntington Beach at a special meeting of said Huntington Beach Public Financing Authority held on the 16th day of May, 1988, and that it was so adopted by the following vote: AYES: Directors: Kelly, Green, Erskine, Mays, Winchell NOES: Directors: None ABSENT: Directors: Finley, Bannister Secretary of the Huntington Beach Public Financing Authority of the City of Huntington Beach, Ca.