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} RESOLUTION NO. 4
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,
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 March 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
March 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
in furtherance thereof, the Board of Directors of the Authority did, on February 6,
1989, adopt Resolution No. 3 , which approved the Lease Agreement, Trust Agreement
and related documents; and
since February 6, 1989, Bond Investors Guaranty ("BIG") has issued a
commitment to insure the Certificates (and thereby causing a "AAA" rating to be
assigned to the Certificates) so long as certain changes are made to the Lease Agreement
and Trust Agreement; and
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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. Approval of Lease Agreement. The Board hereby authorizes and
approves the Lease Agreement, dated as of March 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 March 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. 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
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 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°h,) 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 4. 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,
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`+ 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 5. 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 20th day of March,
1989.
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Chairman
ATTEST: APPROVED AS TO FORM:
By By
Secretary Cry 3-1?45Autlyority Attorney
REVIEWED AND APPROVED: INITIATED D APPROVED:
By -. By
Executive Director
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Res. No. 4
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 20th day of March, 1989,
and that is was so adopted by the following vote.
AYES: Directors:
MacAllister, Green, Winchell , Bannister, Silva, Erskine
NOES: Directors:
None
ABSTAIN: Directors:
Mays
ABSENT: Directors:
None
Secretary of the Huntingt5n
Beach Public Financing Authority
of the City of Huntington Beach,
California
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