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HomeMy WebLinkAboutRedevelopment Agency - 217 RESOLUTION NO. 217 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING PROCEEDINGS TO REFINANCE THE EMERALD COVE SENIOR CITIZENS HOUSING PROJECT, AUTHORIZING EXECUTION OF RELATED FIRST AMENDED AND RESTATED LEASE AGREEMENT,ASSIGNMENT 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, and to provide additional funds for various municipal 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 leisee(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'D, certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of September 1, 1991 (the "Assignment Agreement"), 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 -1- ,i Refunding Certificates 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 Agency 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 IT RESOLVED by the Redevelopment Agency of the City of Huntington Beach as follows: Section 1. Approval of Lease Agreement. The Agency 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 Agency Clerk together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Agency Attorney. The Agency hereby authorizes and directs the Chairman and the Executive Director to execute,and the Agency Clerk to attest and affix the seal of the Agency to, said form of the Lease Agreement for and in the name of the Agency. The lease of the Project shall be upon the terms and conditions set forth in the Lease Agreement. Section 2. Approval of Other Financing Agreements. The Agency hereby approves the Trust Agreement and the Assignment Agreement in substantially the respective forms on file with the Agency Clerk together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Agency Attorney. The Agency hereby authorizes and directs the Chairman and the Executive Director to execute,and the Agency Clerk to attest and affix the seal of the Agency to, said forms of the Trust Agreement and Assignment Agreement for and in the name of the Agency. Section 3. Sale of Certificates. -2- 217 f The Agency 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. 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 Agency hereby approves the preparation of,and hereby authorizes the Chairman 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 Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 5, Official Actions. The Chairman,the Ex,:cutive Director,the Agency 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,which they,or any of them,may deem necessary or advisable in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Section 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -3- 217 r PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the 19th day of August, 1991. Chairman ATTEST: APPROVED AS TO FORM: Agency Clerk Agency Attorney C-- W71,71 REVIEWED AND APPROVED: INITIATE P f Executive Director uty Executive D' for Chief of Adminisaud a Services -4" 217 Res. No. 217 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH) I, CONNIE BROCKWAY, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a meeting of said Redevelopment Agency held on the 19th day of Au oust 19gj_, and that it was so adopted by the following vote: AYES: Members: MacAllister, Winchell,, Silva, Cree f KP11W, Rc*hitaillP, Malltnn-PatterSOn NOES: Members: None ABSENT: Members: None. • Clerk of t e Redevelopment Agency of the City of Huntington Beach, Ca.