The URL can be used to link to this page

Home My WebLink AboutCity Council - 6317 RESOLUTION NO. 017_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING PROCEEDINGS TO REFINANCE THE EMERALD COVE SENIOR CITIZENS HOUSING PROJECT, AUTI4OR=G EXECUTION OF RELATED FIRST AMENDED AND RESTATED LEASE AGREEMENT AND TRUST AGREEMENT,APPROVING DELIVERY AND SALE OF NOT TO EXCEED $6,000,000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION AND APPROVING RELATED AGREEMENTS AND MATTERS WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") has previously financed the acquisition and construction of certain land and improvements within the City of Huntington Beach which constitute the Emerald Cove Senior Citizens Housing Project (the 'Project"), and the Agency has previously leased the Project to the City of Huntington Beach (the "City") pursuant to a Lease Agreement dated as of May 1, 1984(the "1984 Lease"); and the Agency and the City have determined at this time that as a result of favorable financial market conditions it is in the best interests of the Agency and the City to refinance the 1984 Lease, and thereby refinance the$4,600,000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project) which were delivered evidencing proportionate interests in lease payments to be made by the City under the 1984 Lease(the "1984 Certificates"), and to provide additional funds for various mcnicipal projects of the City, and to that end the Agency and the City wish to amend and restate the 1984 Lease in full pursuant to the First Amended and Restated Lease Agreement dated as of September 1, 1991,by and between the Agency as lessor and the City as lessee (the "Lease Agreement"); and in order to provide funds sufficient to enable the Agency to perform its obligations under the Lease Agreement, the Agency proposes to assign and transfer to First Interstate Bank,Ltd.,as trustee (the 'Trustee"), certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of September 1, 1991, and in consideration of such assignment and the execution of the Trust Agreement dated as of September 1, 1991,by and among the City,the Agency and the Trustee, the Trustee has agreed to execute and deliver 1991 Refunding Certificates -1- r i of Participation(Emerald Cove Senior Citizens Housing Project)in the maximum principal amount of$6,000,000,each evidencing a direct,undivided fractional interest in the Lease Payments to be paid by the City under the Lease Agreement(the "Certificates"); and the firm of Stone &Youngberg (the "Underwriter") has assisted the City and the Agency in structuring the proposed financing as herein described and has informed the City and the Agency that it intends to submit an offer to purchase the Certificates,and the Underwriter has presented to the City a form of agreement for the purchase of the Certificates (the "Purchase Agreement'}; and the City Council wishes at this time to authorize all proceedings relating to the refinancing of the Project and the execution and delivery of all agreements and documents relating thereto; NOW,THEREFORE,BE TT RESOLVED by the City Council of the City of Huntington Beach as follows: Section 1. Approval of Lease Agreement. The City Council hereby approves the amendment and restatement of the 1984 Lease in full pursuant to the Lease Agreement in substantially the form on file with the City Clef&together with any immaterial changes therein or additions thereto deemed advisable by the City Administrator and approved by the City Attorney. The City Council hereby authorizes and directs the Mayor and the City Administrator to execute,and the City Clerk to attest and affix the seal of the City to, said form of the Lease Agreement for and in the name of the City. The lease'of the Project shall be upon the terms and conditions set forth in the Lease Agreement. Section 2. Approval of Trust Agreement. , The City Council hereby approves the Trust Agreement in substantially the form on file with the City Clerk together with any immaterial changes therein or additions thereto deemed advisable by the City Administrator and approved by the City Attorney. The City Council hereby authorizes and directs the Mayor and the City Administrator to execute,and the City Clerk to attest and affix the seal of the City to, said form of the Trust Agreement for and in the name of the City. 6317 -2- Section 3. Sale of Certificates. The City Council hereby approves the sale of the Certificates by negotiation with the Underwriter, pursuant to the Purchase Agreement by and between the City and the Underwriter in substantially the form on file with the City Clerk together with any immaterial changes therein or additions thereto approved by the Deputy City Administrator/Chief of Administrative Services and approved by the City Attorney. The Purchase Agreement shall be executed in the name and on behalf of the City by the Deputy City Administrator/Chief of Administrative Services, who is hereby authorized and directed to execute and deliver said form of Purchase Agreement on behalf of the City upon submission of a proposal by the Underwriter to acquire the Certificates;provided, however, that such proposal is acceptable to the Deputy City Administrator/Chief of Administrative Services and is consistent with the requirements of this Resolution. The amount of Underwriter's discount shall be not more than two and one-half percent(2-1/2%) of the par amount thereof and the net effective rate of interest to be represented by the Certificates (taking into account any original issue discount on the sale thereof) shall not exceed seven and one-half percent(7-1/2%) per annum. Section 4. Official Statement. The City Council hereby approves the preparation of, and hereby authorizes the Mayor to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions,a preliminary form of Official Statement describing the Certificates. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The City Administrator is hereby authorized and directed to approve any immaterial changes therein or additions thereto deemed advisable by the City Administrator and approved by the City Attorney, and to execute the final form of the Official Statement in the name and on behalf of the City. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 5. Engagement of Special Counsel. In connection with the delivery of the Certificates and the documents relating thereto, the City Council hereby authorizes the engagement of Jones Han Hill &White,A Professional Law -3- 6317 Corporation,to act as special legal counsel to the City upon the terms and conditions set forth in the proposed form of agreement between the City and such firm in the form on file with the City Clerk. The City Administrator is hereby authorized and directed to execute said agreement on behalf of the City. Section b. Official Actions. The Mayor, the City Administrator, the Deputy City Administrator/Chief of Administrative Services, the City Clerk and any and all other officers of the City are hereby authorized and directed,for and in the name and on behalf of the City,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, including but not limited to an agreement relating to the refunding of the City's obligations under the 1984 Lease and the corresponding refunding of the 1984 Certificates, which they, or any of them,may deem necessary or advisable in order to consummate any of the transactions contemplated by the document; approved pursuant to this Resolution. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. mv -4- 6317 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 19th day of August, 1991. Mayor AT i'E.ST: APPROVED AS TO FORM: City Cleik City Attorne Kf f P-f z- / REVIEWED AND APPROVED: AP City Administrator Deputy City tor/ Chief of Administkative Services 6317 -5- Res. No. 63.17 STATE OF CALIFORNIA COUNTY OF ORANGE ss: CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected, qualified City Cleric of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the 19th day of August 19 91 , by the following vote: AYES: Councilmembers: Mar-Al l i atp_r, Wi nchel , Silva, Green, Kelly, _Robitail ler_Moulton-Patterson NOES: Councilmembers: None ABSENT: Councilmembers: None 4vt6� CityClerk' and ex-officio er of the City Council of the City of Huntington Beach, California