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HomeMy WebLinkAboutPublic Financing Authority - 5 RESOLUTION NO. 5 RESOLUTION OF THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$37,000,000 TO MAKE LOANS TO THE REDEVELOPMENT AGENCY IN CONNECTION WITH THE HUNTINGTON CENTER COMMERCIAL DISTRICT REDEVELOPMENT PROJECT AREA, THE MAIN-PIER REDEVELOPMENT PROJECT AREA, THE OAKVIEW REDEVELOPMENT PROJECT AREA AND THE TALBERT-BEACH REDEVELOPMENT PROJECT AREA,AUTHORIZING AND DIRECTING EXECUTION OF RELATED INDENTURE OF TRUST AND LOAN AGREEMENTS,AUTHORIZING SALE OF BONDS,APPROVING OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTIONS WHEREAS,the City of Huntington Beach and the Redevelopment Agency of the City of Huntington Beach(the"Agency")have heretofore entered into a Joint Exercise of Powers Agreement establishing the Huntington Beach Public Financing Authority(the"Authority")for the purpose,among others, of issuing its bonds to be used to provide financial assistance to the Agency; and For the purpose of providing financing for the Huntington Center Redevelopment Project Area,the Main-Pier Redevelopment Project Area,the Oakview Redevelopment Project Area and the Talbert-Beach Redevelopment Project Area of the Agency(collectively,the "Redevelopment Project Areas"),the Authority has previously issued its Huntington Beach Public Financing Authority 1988 Revenue Bonds,Series A(Huntington Beach Redevelopment Projects)in the aggregate principal amount of$26,775,000(the"1988 Bonds")pursuant to the Indenture of Trust dated as of May 1, 1988; and In order to realize interest cost savings due to advantageous market conditions, the Authority has determined to issue its Huntington Beach Public Financing Authority 1992 Revenue Bonds (Huntington Beach Redevelopment Projects) in the aggregate principal amount of not to exceed$37,000,000(the "Bonds")under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California(the "Act"), the proceeds of which will be applied to make four loans (collectively,the "Loans") to the Agency pursuant to a separate Loan Agreements relating to each of the Redevelopment Project -1- Areas in substantially the respective forms on file with the Secretary(collectively,the"Loan Agreements"),the proceeds of which will be used to advance refund and defease the 1988 Bonds and to finance additional redevelopment activities of the Agency(including financing certain obligations of the Agency with respect to the Waterfront Hotel project,in the case of the Main-Pier Redevelopment Project Area); and The firms of J.P.Morgan Securities,Inc. and Stone &Youngberg(collectively,the "Underwriters") have proposed to purchase and underwrite the Bonds and have presented to the Authority a form of Purchase Agreement for the Bonds,to be entered into among the Authority, the Agency and the Underwriters(the "Purchase Agreement") and have presented the Authority with a proposed form of Preliminary Official Statement describing the Bonds,to be used in connection with the marketing of the Bonds by the Underwriters; and The Board of Directors(the "Board") of the Authority 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, by the Board of Directors of the Huntington Beach Public Financing Authority as follows: Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates,bond underwriting costs and bond issuance costs and thereby result in significant public benefits to its members within the contemplation of Section 6586 of the Act. Section 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act,in the maximum principal amount of$37,000,000. The Bonds shall be issued pursuant to an Indenture of Trust,by and between the Authority and First Interstate Bank, Ltd. as trustee(the "Indenture"). The Board hereby approves the Indenture in substantially the form on file with the Secretary,together with any immaterial changes therein or additions thereto deemed advisable by -2- the Executive Director and approved by the Authority Attorney. The Board hereby authorizes and directs the Chairman and the Executive Director to execute,and the Secretary to attest and affix the seal of the Authority to, said form of the Indenture for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 3. Approval of Loans to Agency; Loan Agreements. The Board hereby authorizes and approves the lending by the Authority to the Agency of the proceeds of the Bonds pursuant to and in accordance with the provisions of the respective Loan Agreements. The aggregate principal amount of the Loans shall not exceed$ 37,000,000 The Board hereby approves the Loan Agreements in substantially the respective forms on file with the Secretary, together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Authority Attorney. The Board hereby authorizes and directs the Chairman and the Executive Director to execute,and the Secretary to attest and affix the seal of the Authority to,said form of the Loan Agreements for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Loan Agreements. Section 4. Sale of Bonds. The Board hereby approves the sale of the Bonds by negotiation with the Underwriters, pursuant to the Purchase Agreement in substantially the form on file with the Secretary, together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Authority Attorney. The Executive Director is hereby authorized and directed to execute the final form of the Purchase Agreement for and in the name and on behalf of the Authority upon the submission of an offer by the Underwriters to purchase the Bonds,which offer is acceptable to the Executive Director and is consistent with the requirements of this Resolution. The amount of the Underwriters'discount for the Bonds shall be not more than two percent(2%) of the par amount thereof and the net effective rate of interest to be represented by the Bonds(taking into account any original issue discount on the sale thereof) shall not exceed eight percent(8%) per annum. Section 5. Official Statement. -3- The Board 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 Bonds. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The Chairman is hereby authorized to execute the final form of the Official Statement,including as it may be modified by such permitted additions thereto and changes therein as the Executive Director shall deem necessary,desirable or appropriate,and the execution of the final Official Statement by the Chairman shall be conclusive evidence of the approval of any such additions and changes. The Board hereby authorizes the distribution of the final Official Statement by the Underwriters. The final Official Statement shall be executed in the name and on behalf of the Authority by the Chairman. Section 6. Engagement of Bond Counsel. In connection with the issuance and sale of the Bonds,the Board hereby authorizes the engagement of Jones Hall Hill&White,A Professional Law Corporation, to act as bond counsel to the Authority upon the terms and conditions set forth in the proposed form of agreement between the Authority and such firm in the form on file with the Secretary. The Chairman is hereby authorized and directed to execute said agreement on behalf of the Authority. Section 7. Official Actions. The Chairman,the Executive Director,the Secretary 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,including but not limited to an agreement relating to the refunding of the 1988 Bonds, 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. -4- Section 8. 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 2nd day of March, 1992. 000 Chairman APPROVED AS TO FORM: Secretary Authority Attorney C<3 REVIEWED AN-n APPROVED: INTTIA 1 APPRO EED: tell ecutive Director Deputy Ex utive Pir tor/ Chief of Adminis ti e Services -5- Res. No. 5 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 2nd day of March 1992 and that is was so adopted by the following vote. AYES: Directors: Rabitaille. Moulton-Patterson, Winch-ell, Silva, Green, MacAllister, Kelly NOES: Directors: NnnP ABSTAIN: Directors: NonA ABSENT: Directors: None Secretary of the Huntingfton Beach Public Financing Authority._ of the City of Huntington Beach, California