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HomeMy WebLinkAboutCivic Improvement Corporation - 89-2 RESOLUTION NO. 89-2 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH CIVIC IMPROVEMENT CORP. APPROVING (1) REMOVAL OF PUBLIC SAFETY PROPERTY FROM 1986 LEASE AGREEMENT, (2) LEASE OF SUCH PROPERTY BACK TO CITY OF HUNTINGTON BEACH, (3) RELATED AGREEMENTS,' & OFFICIAL STATEMENT AND (4) SALE OF NOT TO EXCEED $16 , 000, 000 CERTIFICATES OF PARTICIPATION WHEREAS, the City of Huntington Beach Civic Improvement Corporation (the "Corporation" ) has been formed for the purpose of assisting the City of Huntington Beach (the "City" ) in financing the acquisition and construction .of property which is of benefit to the City; and The Corporation has previously financed the acquisition of land and certain civic .center and public safety improvements from the proceeds of the $20 ,000 , 000 aggregate principal amount of Certificates of Participation (Civic Center Project) dated as of July 15, 1986., and has leased such land and improvements to the City pursuant to the Lease Agreement dated as of July 15 , 1986 (the "1986 Lease" ) ; and Pursuant to Section 5 . 11 of the 1986 Lease, the City wishes to remove certain land and improvements used for police and public I safety purposes (the "Project" ) from the 1986 Lease pursuant to the Agreement Regarding Removal of Property from 1986 Lease by and between the Corporation and the City (the "Removal Agreement" ) , and in consideration of the retention by the Corporation of title to the Project, the Corporation purposes to pay to the City the amount of $13 , 365 , 000 which the City intends to apply to pay the cost of various municipal improvements within the City; and I -1- I In order to provide funds sufficient to enable the Corporation to make such payment to the City, ,the Corporation has proposed to lease the Project back to the City under the Lease Agreement dated as of August 1, 19891 by and between the Corporation as lessor and the City as lessee (the "Lease Agreement" ) and to assign and transfer to a trustee bank (the "Trustee" ) certain of its rights under the Lease Agreement to the Trustee pursuant to the lease Agreement dated as of August 1, 1989 , by and between the Corporation ,as assignor and the Trustee as assignee, and in consideration of such assignment and the execution 'of the Trust Agreement dated as of August 1, 1989 , by and among the City, the Corporation and the Trustee, the Trustee has agreed to execute and deliver Certificates of Participation (1989 Public Parking Project Financing) in the aggregate principal amount of not to exceed $16 , 000 , 000 (the "Certificates") , each evidencing a direct , undivided fractional interest in the Lease Payments to be paid by the City under the Lease Agreement; and The firm of Stone & Youngberg (the "Underwriter" ) has informed the Corporation that it intends to present an offer to the City and the Corporation to purchase the Certificates pursuant : a form of Certificate Purchase Agreement to be entered into among the City, the Corporation and the .Underwriter (the "Purchase Agreement" ) , and the Underwriter has prepared and presented to the Corporation 'a form of Official Statement describing the Certificates ; and The Board of Directors wishes at this time to authorize all proceedings relating to such financing of the Project, the sale of -2- 89-2 the Certificates to the Underwriter and the execution and delivery of all agreements and documents relating thereto; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of 'Huntington Beach Civic Improvement Corporation as follows : Section 1 . Removal of Project from 1986 Lease; Approval of Removal Agreement. The Board of Directors hereby approves the removal of the Project from the 1986 Lease pursuant to and in accordance with the -Removal Agreement in substantially the form on file with the Secretary together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the City Attorney. The Board of Directors hereby authorizes and directs the Executive Director to execute, and the Secretary to attest and affix the seal of the Corporation to, said form of the Removal Agreement for and in the name of the Corporation. Section 2. Lease of Project From Corporation; Approval of Lease Agreement . The Board of Directors hereby approves the lease of the Project by the Corporation the City pursuant to and in accordance with the terms and provisions of the Lease Agreement in substantially the form on file with the Secretary together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the City Attorney. The Board of Directors hereby authorizes and directs the Executive Director to . execute, and the Secretary to attest and affix the seal_ for the Corporationto, said form of the Lease Agreement for and in the name i -3- 89-2 of the Corporation. 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 , determined pursuant to Section 5 hereof . Section 4 . Trust 'Agreement. The Board of Directors hereby approves the Trust Agreement in substantially the form on file with the Secretary together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the City Attorney. The Board of Directors hereby authorizes and directs the Executive Director 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 5 . Sale of Certificates. The Board of Directors hereby approves the sale of the Certificates to the Underwriter pursuant to the Purchase Agreement in substantially the ' form on file with the Secretary, together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the City Attorney, whose execution of said agreement shall be conclusive evidence of his approval of any such changes or, additions . Th 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, which offer is acceptable to the Executive Director; provided, however, that the Certificates shall -4- 89-2 be sold for not less than ninety-eight percent (98%) of the par value thereof and provided further that the rate of interest represented by the Certificates shall not exceed eight percent (8%) per annum The Executive Director is hereby delegated the authority to accept the offer of the Underwriter to purchase the Certificates , provided that such offer is in form and substance acceptable to the Executive Director as approved by the City Attorney and is within the limitations set forth in this Resolution. Section 6. Official Statement. The Board of Directors hereby approves the preliminary Official Statement describing the Certificates, in substantially the form submitted by the -Underwriter and on file with the Secretary, together with any immaterial changes therein or additions thereto deemed advisable' by the Executive Director and approved by the City Attorney. The Board of Directors approves and authorizes the distribution by the Underwriter of said Preliminary Official Statement to prospective purchasers of the Certificates . Section 7. Official Actions. The President, the Executive Director, the Treasurer, the i Secretary and all other offices 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 I and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the document approved pursuant to this Resolution. Whenever in this resolution any officer of the Corporation is -5- 89-2 I authorized to execute or attest any document or take any action, such execution, attestation or action may be taken on behalf of such officer by any person designated by such officer to act on his or 'her behalf in the case such officer shall be absent or unavailable and so long as all documents have been approved by the City Attorney. 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 th City of Huntington Beach Civic Improvement Corporation at. a special meeting thereof held on the 1 _)day of July, 1989 , President ATTEST: APPROVED AS TO, FORM: Secretary City tto ney REVIEWED -AND APPROVED: INI TED" AND AP-ROVED: Executive Director Chiefo Ad nistra e Serifes-6- 89-2 Res. No. 89-2 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF. HUNTINGTON BEACH) I , CONNIE BROCKWAY, Secretary of the Huntington Beach Civic Improvement Corporation of the City of Huntington Beach, California DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Huntington Beach Civic Improvement Corporation of the City of Huntington .Beach at an adjourned regular meeting of said } Huntington Beach Civic Improvement Corporation held on the 17th day of July 19 89 and that it was so adopted - by the following vote. AYES : Directors : MacAllister, Green,' Bannister, Mays, Silva NOES : Directors : Wi nchel 1 ABSENT: Directors : Erskine `a Secretary f. t:he lHuntinKton Beach Civic Improvemennt Corporation. -of, t4 City of Huntington Beach' , Ca.