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HomeMy WebLinkAboutPublic Financing Authority - 7B RESOLUTION NO. =T RESOLUTION OF THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$16,000,000 TO FINANCE LOANS TO THE CITY OF HUNTINGTON BEACH FOR WORKING CAPITAL PURPOSES WHEREAS, the Huntington Beach Public Financing Authority (the "Authority") is a joint powers authority duly'organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement dated April 26, 1988, as amended on May 16, 1988, by and between the City of Huntington Beach (the "City") and the Redevelopment Agency of the City of Huntington Beach, and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, and is authorized pursuant to Article 4 thereof (the "Bond Law") to issue its notes for the purpose of making loans to the City to provide financing for working capital requirements of the City; and WHEREAS, the City has requested the Authority to issue its 1994-95 Tax Anticipation Notes in the aggregate principal amount of not to exceed $16,000,000 (the "Notes") for the purpose of making a loan to the City (the "Loan") to finance working capital requirements of the.City for the current fiscal year ending September 30, 1994 and, if requested by the City, for the purpose of making an additional loan (the "Additional Loan") to finance working capital requirements of the City for the fiscal year ending September 30, 1995; and WHEREAS, such loans will be made by the Authority to the City pursuant to that certain Loan Agreement dated as of,July 1, 1994 (the "Loan Agreement") by and between the Authority and the City; and WHEREAS, the Board of Directors of the Authority wishes to adopt this Resolution for the purpose of authorizing the issuance and sale of the Notes and providing for the loan of the proceeds thereof to the City, as all set forth more fully herein; NOW,THEREFORE, BE IT RESOLVED-by the Board of Directors of the Huntington Beach Public Financing Authority as follows: Section 1. Authorization and Purpose of Notes. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found, as a result of such review, and hereby finds and determines that all things, conditions, and acts required by law to exist, happen and be performed precedent to and in the issuance of the Notes do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under the Bond Law and each and every requirement of law, to issue the Notes in the manner and form provided in this Resolution. Accordingly, the Authority hereby authorizes the issuance of the Notes pursuant to the Bond Law and this Resolution for the purpose of providing funds to make the Loan to the City under the Loan Agreement. Section 2. Terms of Notes The Notes authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Resolution shall be designated the "Huntington Beach Public Financing Authority 1994-95 Tax Anticipation Notes" and shall be issued in the aggregate principal amount of not to exceed Sixteen Million Dollars ($16,000,000). The exact principal amount of the Notes to be issued shall be determined by the Executive Director. The Notes shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof. The Notes shall be dated as of the date of original issuance thereof, shall mature on October 1, 1995 and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) from the date of issuance thereof, at the rate to be fixed upon the sale thereof. Interest on the Notes shall be payable at maturity to the person whose name appears on the as the registered owner thereof (the "Owner") on the registration books maintained by the Paying Agent pursuant to Section 6 (the "Registration Books") as of the fifteenth (15th) day of the month immediately preceding the maturity thereof, such interest to be paid by check of First Interstate Bank of California, as paying agent (the "Paying Agent") mailed by first class mail, postage prepaid, to the Owner at the address of such Owner as it appears on the Registration Books. Principal of and premium (if any) on any Note shall be paid upon presentation and surrender thereof, at maturity or the prior redemption thereof, at the office of the Paying Agent. The principal of and interest and premium (if any) on the Notes shall be payable in lawful money of the United States of America. Section 3. Redemption of Notes. (a) Optional Redemption. The Notes shall not be subject to optional redemption prior to maturity. (b) Mandatory Redemption. In the event that the City fails to exercise its option to receive an Additional Loan in accordance with the provisions of Section 3.02 of the Loan Agreement, the Notes shall be subject to mandatory redemption as a whole on October 1, 1994, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest thereon to the date of redemption, without premium. (c) Notice of Redemption. The Paying Agent on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective Owners of any Notes designated for redemption at their respective addresses appearing on the Registration Books, at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Notes or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers of the Notes to be redeemed, and shall require that such -2- PFA-7 Notes be then surrendered at the office of the Paying Agent for redemption at the redemption price, giving notice also that further interest on such Notes will not accrue from and after the redemption date. (d) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium,.if any) on the Notes:so called for redemption shall have been duly provided, such Notes so called shall cease to be entitled to any benefit under this Resolution other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date specified in such notice. Section 4. . Form and Execution of Notes. The Notes, the form of Paying Agent's certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution. The Notes shall be signed in the name and on behalf of the Authority with the manual or facsimile signatures of its Chairman and attested with the manual or facsimile signature of its Secretary or any assistant duly appointed by the Board, under the printed seal of the Authority, and shall be delivered to the Paying Agent for authentication by it. In case any officer of the Authority who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated or delivered by the Paying Agent or issued by the Authority, such Notes may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Authority. Also, any Note may be signed on behalf of the Authority by any individual who on the actual date of the execution of such Note shall be the proper officer although on the nominal date of such Note such individual shall not have been such officer. Only such of the Notes as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually executed by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Notes so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. Section 5. Transfer and Exchange of Notes. Any Note may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Authority shall execute and the Paying Agent shall authenticate and deliver to the transferee a new Note or Notes of like maturity and aggregate principal amount. The Notes may be exchanged at the office of the Paying Agent for a like aggregate principal amount of Notes of other authorized denominations and of the same maturity. The Paying Agent shall not be required to transfer exchange, pursuant to this Section, either (a) all Notes during the period established by the Paying Agent for the selection of Notes for redemption, or (b) any Notes selected for redemption pursuant to Section 3. -3- PFA-7 Section 6. Registration Books. The Paying Agent will keep or cause to be kept at its office sufficient records for the registration and transfer of the Notes, which shall at all reasonable times during regular business hours be open to inspection by the Authority with reasonable prior notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it inay prescribe, register or transfer or cause to be registered or transferred, on said records, Notes as hereinbefore provided. Section 7. Book-Entry System. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note for each maturity date of the Notes in the full aggregate principal amount of the Notes maturing on such date. The Paying Agent and the Authority n,ay treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and neither the Paying Agent nor the Authority shall be affected by any notice to the contrary. The Paying Agent and the Authority shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the Authority as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The Authority shall cause to be paid all principal and interest with respect to the Notes only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the.Authority of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the Authority determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC and the Authority to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the Authority shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Authority and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Authority shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the Authority to do so, the Authority will cooperate with, DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository.to maintain custody of certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to -4- PFA-7 such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 8. Sale of Notes. The Board hereby approves the negotiated sale of the Notes by competitive bidding among a limited number of investment banking institutions to be selected by the Executive Director upon the advice of the financial adviser. Bids for the sale of the-Notes shall be received, and the Notes shall be sold, subject to the terms and conditions set forth in the Official Notice of Sale in substantially the form on file with the Executive Director, together with any immaterial additions thereto or changes therein.as may be deemed necessary or advisable by the Executive Director and approved by the Authority Attorney. The Executive Director or his designee is hereby authorized and directed to accept the best bid determined in accordance with the Official Notice of Sale, in the name and on behalf of the Authority. Section 9. Official Statement. 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 Notes. Distribution of such preliminary Official Statement by the financial advisor to prospective bidders on the Notes is hereby approved. The Executive Director is hereby authorized and directed to approve any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Authority Attorney, and to execute the final form of the Official Statement in the name and on behalf of the Authority. The Board hereby authorizes the distribution of the final Official Statement by the purchaser of the Notes. Section 10. Application of Proceeds of Sale of Notes. Upon the receipt of payment for the Notes, the Authority shall deposit the proceeds thereof in a special fund to be established and held by the Authority and designated as the "Loan Fund". The Authority shall immediately transfer all amounts in the Loan Fund to the City in order to finance the Loan'in accordance with Section 2.02 of the Loan Agreement. Upon such transfer, the Authority shall close the Loan Fund. Section 11. Pledge of Revenues. The Notes shall be secured by a first lien on and pledge (which shall be effected in the manner and to the extent hereinafter provided) of all of the repayments of the Loan and the Additional Loan made by the City pursuant to Articles I1 and III of the Loan Agreement (the "Revenues") and a pledge of all of the moneys in the Revenue Fund, including all amounts derived from the investment of such moneys. The Notes shall be equally secured by a pledge, charge and lien upon the Revenues and such moneys without priority for number, date of Notes, date of execution or date of delivery; and the payment of the interest on and principal of the Notes and any premiums upon the redemption of any thereof shall be and are secured by an exclusive pledge, charge and lien upon the Revenues and such moneys. All Revenues shall be promptly deposited by the Authority upon receipt thereof in a special fund designated as the "Revenue Fund" which the Authority shall establish and maintain hereunder. On September 1, 1995, or upon the redemption of the Notes on September 1, 1994 pursuant to Section 3, the Authority shall withdraw from the Revenue Fund and transfer to the Paying Agent an amount required to pay the principal of and interest on the Notes then coming due and payable. -5- PFA-7 Notwithstanding the foregoing paragraph, at the written request of the City filed with the Authority prior to August 20, 1994, a portion of the Revenues which are held by the Authority in the Revenue Fund on October 1, 1994, in an amount equal to the principal amount of the Additional Loan, shall be paid by the Authority to the City to make the Additional Loan on such date. From and after the date on which the Additional Loan shall be made to the City, the portion of the proceeds so transferred to the City from the Revenue Fund•shall cease to be treated as Revenues hereunder and the lien on and pledge of such proceeds shall be extinguished. All amounts in the Revenue Fund in excess of the principal amount of the Additional Loan shall be retained therein and shall remain Revenues for all purposes hereunder. Section 12. Paying Agent. First Interstate Bank of California is hereby appointed to act as the paying agent, registrar and authentication agent of the Authority (the "Paying Agent") for the purpose of paying to the Note holders upon presentation thereof, at its principal corporate trust office in San Francisco, California, both the principal of and interest on the Notes at maturity or upon prior redemption pursuant to Section 3, and to perform such other duties and powers of the Paying Agent as are prescribed in this Resolution. Section 13. Tax Covenants Relating to Notes. (a) Generally. The Authority shall not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, interest on the Notes to become includable in gross income for federal income tax purposes. U Private Business Use Limitation. The Authority shall assure that the proceeds of the Notes are not used in a manner which would cause the Notes to become "private activity bonds" within the meaning of Section 141(a) of the Internal Revenue Code of 1986, as amended (the "Tax Code"). (c) Private Loan Limitation. The Authority shall assure that no more than five percent (5%) of the net proceeds of the Notes are used, directly or indirectly, to make or finance a loan (other than loans constituting nonpurpose obligations as defined in the Tax Code or constituting assessments) to persons other than state or local government units. (d) Federal Guarantee Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Notes to be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code. (e) No Arbitrage. The Authority shall not take, or permit or suffer to be taken by the Paying Agent or otherwise, any action with respect to the Note proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Notes, would have caused the Notes to be "arbitrage bonds" within the meaning of Section 148(a) of the Tax Code. Section 14. Loan Agreement. The Board hereby authorizes and approves the lending by the Authority to the City of the proceeds of the Notes pursuant to and in -6- PFA-7 accordance with the provisions of the Loan Agreement. The Board hereby approves the .Loan 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 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 ofthe Loan Agreement for and in the name of the Authority.' The Board hereby authorizes the delivery and performance of the Loan Agreement. 'The Authority shall promptly collect all amounts due from. the City pursuant to the Loan Agreement and, subject to the provisions hereof, shall diligently enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the enforcement of all of the obligations of the City thereunder. Section 15. Li.rni.ted Liability of- �_'iutliority. Notwithstanding anything contained in this Resolution, the Authority shall not be required to advance any moneys, derived from any source of income other than the Revenues for the payment of the principal of or interest on the Notes, or any premiums upon the redemption thereof, or for the performance of any covenants herein contained (except to the extent any such covenants are expressly. payable hereunder from the Revenues or otherwise from amounts payable under the Loan Agreement). The general fund of the Authority is not liable, and the credit of the Authority is not pledged, for the payment of the interest and premium (if any) on or principal of the Notes. The Owners of the Notes shall never have the right to compel the forfeiture of any property of the Authority. The principal of and interest on the Notes, and any premiums upon the redemption of any thereof, shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its income, receipts or revenues except the Revenues and other funds pledged to the payment thereof as in this Resolution provided. �No officer, agent or employee of the Authority shall be individually or personally liable for the payment of the interest on or principal of the Notes; but nothing contained herein shall relieve any such officer, agent or employee from the performance of any ,official duty provided by law. Section 16. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Resolution on the part of the Authority (or of the Paying Agent) to be performed should be contrary to law, then such covenant or covenants, such agreement. or agreements, or such portions thereof, shall be 'null and void and shall. be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Resolution or of the Notes; but the Note Owners. shall retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law. The Authority hereby declares that it would have adopted this Resolution and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Notes pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Resolution or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. -7- PFA-7 Section 17. Payment on Business Days. Whenever in this Resolution any amount is required to be paid on a day which is not a business day, such payment shall be required to be made;.on the business day immediately following such day, provided that interest shall not accrue from and after such day. Section 18. Notices. Any notice, request, complaint, demand or other communication under this Resolution shall be given by first class mail or personal delivery to the:party entitled thereto at its address set forth below, or by telecopy or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission_by facsimile transmission or other form of telecommunication, (b) 48 hours after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority, the City or the Paying Agent may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder. If to the Authority:. Huntington Beach Public Financing Authority 2000 Main Street Huntington Beach, California. 92648 Attention: Executive Director Fax: (714)536-4693 If to the City: City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attention: Finance Director Fax: (714)536-4693 If to the Paying Agent: First Interstate Bank of California 707 Wilshire Boulevard, W11-1 Los Angeles,California 90017 Attention: Corporate Trust Division Fax: (213) 614-2457 Section 19. Governing Lazo. This Agreement shall be construed and governed in' accordance with the laws of the State of California. Section 20. Engagement of Professional Services. 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, and the firm of Kelling Northcross & Nobriga to act as financial adviser, upon the terms and conditions set forth in the respective agreements between the Authority and each of.such firms in the forms on file with the Secretary. The Chairman is hereby authorized and directed to execute said agreements on behalf of the Authority. Section 21. Official Actions. The Chairman, the Executive Director, the Deputy 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 -8- PFA-7 conveyance, 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 Notes as described herein. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 22. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -9- PFA-7 PASSED AND ADOPTED by the Board of Directors of the Huntington Beach Public Financing Authority at a special meeting thereof held on the 6th day of June, 1994. Chairman AT-TEST: APPROVED AS TO FORM: .- w : Secretary ut ority Attorney W fy _ REVIEWED'AND=APPROVED: INITIATED APPRO D- Executive Director epu.ty Exe ive irector/ Chief of Administ Live Servic I i i - 70- PFA-7 Res. No. 7 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 6th day of June, 1994 and that is was so adopted by the following vote. AYES: Directors: Moulton-Patterson, Winchell, Leipzig, Sullivan NOES: Directors: None ABSTAIN: Directors: None ABSENT: Directors: Silva, Bauer, RohitaillP e4� Secretary of the Hunting Beach Public Financing Authority of the City of Huntington Beach, California