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HomeMy WebLinkAboutCivic Improvement Corporation - 92-1 RESOLUTION NO. 92-1 RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION APPROVING PROCEEDINGS TO REFINANCE 1986 AND 1989 CERTIFICATES OF PARTICIPATION, AUTHORIZING EXECUTION OF RELATED FIRST AMENDED AND RESTATED LEASE AGREEMENT ASSIGNMENT AGREEMENT AND TRUST AGREEMENT, APPROVING DELIVERY AND SALE OF NOT TO EXCEED $40,000,000 PRINCIPAL AMOUNT OF REFUNDING CERTIFICATES OF PARTICIPATION AND APPROVING RELATED AGREEMENTS AND MATTERS WHEREAS, the City of Huntington Beach Civic Improvement Corporation (the "Corporation" ) and the City of Huntington Beach (the "City") have previously entered into that certain Lease Agreement dated as of July 15, 1986, by and between the Corporation as lessor and the City as lessee (the "1986 Lease') and the Corporation and the City have previously entered into that certain Lease Agreement dated as of July 15, 1989 , by and between the Corporation as lessor and the City as lessee '(the "1989 Lease") , for the purpose of leasing certain land and improvements constituting the Huntington Beach Civic Center (the "Project") ; and The Corporation 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 Corporation and the City to refinance the 1986 Lease and the 1989 Lease (collectively, the "Prior Leases") , and thereby refinance the $20, 000, 000 aggregate principal amount of Certificates of Participation (Civic Center Refinancing Project) dated as of July 15, 1986 relating to the 1986 Lease (the "1986 Certificates") , and the $15, 025, 000 aggregate principal amount of Certificates of �}Y Participation (1989 Public Parking Project Financing) dated as of July 15, 1989 relating to the 1989 Lease (the "1989 Certificates" ) , and to that end the Corporation and the City wish to amend and restate the Prior Leases in full pursuant to the First Amended and Restated Lease Agreement dated as of January 1, 1993, by and between the Corporation as lessor and the City as lessee (the "Lease Agreement" ) ; and In order to provide funds sufficient to enable the Corporation to perform its obligations under the Lease Agreement, the Corporation proposes to assign and transfer to Bank of America National Trust and Savings Association as trustee (the "Trustee") , certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of January 1, 1993 (the "Assignment Agreement" ) , and in consideration of such assignment and the execution of the Trust Agreement dated as of January 1, 1993, by and among the City, the Corporation and the Trustee, the Trustee has agreed to execute and deliver 1993 Refunding Certificates of Participation (Civic Center Refinancing Project) in the maximum principal amount of $40, 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 Corporation in structuring the proposed financing as herein described and has informed the City and the Corporation that it intends to submit an offer to purchase the Certificates, and the Underwriter has presented to - 2 - 92-1 the- Corporation a form of agreement for the purchase of the Certificates (the "Purchase Agreement") ; and The Board of Directors (the "Board" ) of the Corporation 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 Board of Directors of the City of Huntington Beach Civic Improvement Corporation as follows : Section 1. Approval of Lease Agreement. The Board hereby approves the amendment and restatement of the Prior Leases in full pursuant to the Lease Agreement in substantially the form on file with the Secretary of the Corporation together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Corporation Attorney. The Board hereby authorizes and directs the President and the Executive Director to execute, and the Secretary of the Corporation to attest and affix the seal of the Corporation to, said form of the Lease Agreement for and in the name of the Corporation. 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 Board hereby approves the Trust Agreement and the Assignment Agreement in substantially the respective forms on file with the Secretary of the Corporation together with any immaterial changes therein or additions thereto deemed 3 - 92-1 advisable by the Executive Director and approved by the Corporation Attorney. The Board hereby authorizes and directs. the President and the Executive Director to execute, and the Secretary of the Corporation to attest and affix the seal of the Corporation to, said forms of the Trust Agreement and Assignment Agreement for and in the name of the Corporation. Section 3 . Sale of Certificates. The Board 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 one and one-half percent (1-1/2%) of the par amount thereof and the weighted average rate of interest to be represented by the Certificates (taking into account any original issue discount on the sale thereof) shall not exceed seven percent (7%) per annum. In the event that the Certificates shall not have been sold to the- Underwriter within sixty (60) days following the date of adoption of this Resolution, the approvals and authorizations given pursuant hereto shall terminate and be of no further force and effect . Section 4 . Official Statement. The Board hereby approves the preparation of, and hereby authorizes the President 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. 4 - 92-1 The Board hereby authorizes the distribution of the final Official Statement by the Underwriter . Section 5. Minimum Required Level of Savings. The Board hereby determines that the minimum level of net present value savings for each of the 1986 Certificates and the 1989 Certificates shall be three percent (3%) of the aggregate principal amount of the 1986. Certificates or the 1989 Certificates, as the case may be; and the Certificates shall not be sold to the Underwriter unless such minimum level of net present value savings can be achieved for each of the particular issue or issues to be refunded. In the event that such minimum level of net present value savings is realized with respect to the 1986 Certificates but not the 1989 Certificates, the Lease Agreement and the Trust Agreement which are described in Sections 1 and 2 shall be the respective forms of such agreements on file with the Secretary and identified as "Financing Alternative No. 2" . Section 6. Official Actions. The President, the Executive Director, the Secretary, the Treasurer and any and all other officers of the Corporation are hereby authorized and directed, for and in the name and on behalf of the Corporation, 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 5 - 92-1 contemplated by the documents approved pursuant to this Resolution so long as the same are approved as to form by the Corporation Attorney. 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 City of Huntington Beach Civic Improvement Corporation at a special meeting thereof held on the 21st day of December, 1992 . President ATTEST: APPROVED AS TO FORM: Secretary of the Co oration �ti- Corporation Attorney REVIEWED AND APPROVED: AputyEx6c6ti�� P E Executive Director Dire or/ nistrat ' ve Services 6 - 92-1 Res . No. 92-1 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 a meeting of said Huntington Beach Civic Improvement Corporation held on the 21st day of December 19 92 and that it was so adopted by the following vote . AYES : Directors : Robitaille, Moulton-PattersonL Winchell, Silva, Sullivan, Leipzig NOES : Directors : None ABSENT: Directors : (seat vacant) Secretary ot the Hun ngton Beach Civic Improvement Corporation of the City of Huntington Beach, Ca .