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HomeMy WebLinkAboutPublic Financing Authority - 3 18019-21 JHHW:WHM:pch 01/05/89 M7444 pch 01/16/89 pch 01/19/89 Y ` RESOLUTION NO. 3 RESOLUTION OF THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT IN A PRINCIPAL AMOUNT OF NOT TO EXCEED $5,600,000 RELATING TO POLICE AND FIRE FACILITIES EQUIPMENT, AUTHORIZING AND DIRECTING EXECUTION OF RELATED TRUST AGREEMENT, ASSIGNMENT AGREEMENT AND AGENCY AGREEMENT, AUTHORIZING SALE OF CERTIFICATES OF PARTICIPATION, APPROVING OFFICIAL STATEMENT, 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, as well as leasing Public Capital Improvements (as defined in Section 6585 of the California Government Code) to the City; and the Authority proposes at this time to lease to the City certain equipment (the "Equipment") to be used by the Police and Fire Departments of the City pursuant to that certain Lease Agreement, dated as of February 1, 1989 by and between the City and the Authority (the "Lease Agreement"); and for the purpose of obtaining the moneys required to finance the acquisition of the Equipment pursuant to the Lease Agreement, the Authority has agreed to assign and transfer certain of its rights under said Lease Agreement to First Interstate Bank of California, as trustee, (the "Trustee") pursuant to the Assignment Agreement, dated as of February 1, 1989, by and between the Authority and the Trustee, and in consideration of such assignment and the execution of the Trust Agreement, dated as of February 1, 1989, by and among the City, the Authority and' the Trustee (the "Trust Agreement"), the Trustee has agreed to execute and deliver Certificates of Participation (Police and Fire Facilities Equipment Project) in the principal amount of not to exceed $5,600,000 (the "Certificates of Participation") each evidencing an undivided fractional interest in the Lease Payments made by the City under the Lease Agreement; and Stone & Youngberg (the "Underwriter") has informed the Authority that it intends to submit an offer to purchase the Certificates and in connection with the offering thereof has caused to be prepared an Official Statement describing the Certificates, the preliminary form of which is on file with the Secretary; and the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; I NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the Huntington Beach Public Financing Authority as follows: 3 Section 1. Approval of Lease Agreement. The Board hereby authorizes and approves the Lease Agreement, dated as of February 1, 1989, by and between the City and the Authority (the "Lease Agreement"). The Board hereby approves the Lease Agreement, 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 and approved by the Authority Attorney. 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 Lease Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Lease Agreement. Section 2. Approval of Trust Agreement. The Board hereby authorizes and approves the Trust Agreement, dated as of February 1, 1989, by and among the Trustee, the City and the Authority (the "Trust Agreement"). The Board hereby approves the Trust Agreement 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 and approved by the Authority Attorney. 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 Trust Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Trust Agreement. Section 3. Approval of Assignment Agreement. The Board hereby authorizes and approves the Assignment Agreement, dated as of February 1, 1989, by and between the Trustee and the Authority (the "Assignment Agreement"). The Board hereby approves the Assignment Agreement 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 and approved by the Authority Attorney. 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 Assignment Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Assignment Agreement. Section 4. Approval of Agency Agreement. The Board hereby authorizes and approves the Agency Agreement, dated as of February 1, 1989, by and between the City and the Authority (the "Agency Agreement"). The Board hereby approves the Agency Agreement 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 and approved by the Authority Attorney. 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 Agency Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Agency Agreement. Section 5. Sale of Certificates. The Board hereby approves the sale of the Certificates by negotiation with the Underwriter, pursuant to the Purchase Contract by and among the Authority, the City 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 and approved by the Authority Attorney, whose execution thereof' -2- 3 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 i 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 Certificates of Participation, 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 and twenty-five hundredths percent (98.25%) of the par amount thereof and the net effective rate of interest to be borne with respect to the Certificates shall not exceed eight percent (8%) per annum. Section 6. 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. Section 7. 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 ko"4day of r4'israer , 1989. Chairman ATTEST: APPROVED AS TO FORM: By Secretary 7 Authority ttorney (_ Z447 REVIEWED AND APPROVED: INITIATED AND APPROVED: By By Executive Director -3- 3 Res a No. 3 STATE OF CALIFORNIA ) COUNTY :OF ORANGE ) CITY OF HUNTINGTON .BEACH) : I, CONNIE BROCKWAY, 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 6th day of February 19 89 , and that it was so adopted. by the following vote. AYES: Directors: MacAllister, Green, Winchell, Bannister, Mays, Silva, Erskine NOES: Directors: None ABSENT: Directors: None -ecre ary of the Hunting-ton Beach'- Public Financing Authority of the City of Huntington Beach, Ca. 3