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HomeMy WebLinkAboutPublic Financing Authority - 14 '1 RESOLUTION NO. 14 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF LEASE REVENUE BONDS IN AN AGGREGATE AMOUNT NOT TO EXCEED $33,000,000 TO FINANCE THE COSTS OF CERTAIN CAPITAL IMPROVEMENTS FOR THE CITY OF HUNTINGTON BEACH AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS WHEREAS, the City of Huntington Beach (the "City") and the Redevelopment Agency of the City of Huntington Beach have heretofore entered into a Joint Exercise of Powers Agreement, dated March 7, 1988, establishing the Authority for the purpose, among others, of issuing its bonds to be used to provide financial assistance to its members; and The City plans to acquire and construct various capital projects including, but not limited to, the development of a 45-acre sports complex and Phase II improvements to the City's South Beach area, (collectively, the "Improvements"); and For the purpose of providing moneys to finance the Improvements, the City will lease certain real property(the "Site"), and certain improvements thereon (the "Facility" and, with the Site, the"Property") to the Authority pursuant to a site and facility lease (the "Site and Facility Lease"); and The Authority has determined to issue its Huntington Beach Public Financing Authority Lease Revenue Bonds, 2001 Series A(Capital Improvement Financing Project), in the aggregate principal amount of not to exceed Thirty-Three Million Dollars ($33,000,000) (the "Bonds"), all pursuant to and secured by an Indenture of Trust (the "Indenture"),by and between the Authority and BNY Western Trust Company, as trustee; and In order to provide for the repayment of the Bonds, the Authority will lease the Property back to the City pursuant to a lease agreement (the "Lease Agreement"), under which the City will agree to make lease payments to the Authority(the "Lease Payments")which will be calculated to be sufficient to enable the Authority to pay the principal of and interest and premium (if any) on the Bonds when due and payable; and The Bonds will be issued under the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with section 6584)of Chapter 5, Division 7, Title 1 of the California Government Code (the "Bond Law"), and the Indenture; and The firm of Salomon Smith Barney Inc. (the "Underwriter") has proposed to purchase and underwrite the Bonds; and 1 2001 reso/lease revenue bond B/jmf/jn/7/26/01 Res. No. 14 The Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority, NOW, THEREFORE, the Board of Directors of the Huntington Beach Public Financing Authority resolves as follows: Section 1. Findings and Determinations. Pursuant to the Bond.Law, 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 Bond Law. Section 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law and the Indenture in the aggregate principal amount of not to exceed $33,000,000 for the purpose of providing funds to enable the City to finance the Improvements. The Board hereby approves the Indenture, substantially in the form on file with the Secretary, together with such additions thereto and changes therein as the Chairman, Vice Chairman, or the Treasurer of the Authority(the "Designated Officers") shall deem necessary, desirable or appropriate, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the final form of the Indenture for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 3. Approval of Related Financing Documents. The Board hereby approves each of the following agreements required to implement the financing plan to be accomplished by the Bonds, substantially in the respective forms on file with the Secretary, together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes: (a) a Site and Facility Lease,by and between the City, as lessor, and the Authority, as lessee, relating to the lease of the Property to the Authority; and (b) a Lease Agreement,by and between the Authority, as lessor, and the City, as lessee, relating to the lease of the Property by the Authority back to the City. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the final form of such agreements for and in the name and on behalf of the Authority. The Authority hereby authorizes the delivery and performance of such agreements. 2 2001 reso/lease revenue bond B/jmf/jn/7/26/01 Res. No. 14 substantially in the form on file with the Secretary(the "Bond Purchase Agreement"), together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute the final form of the Bond Purchase Agreement for and in the name and on behalf of the Authority upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to a Designated Officer and consistent with the requirements of this Resolution. The amount of Underwriter's discount for the Bonds shall be not more than one percent (1%) of the par amount thereof(not taking into account any original issue discount on the sale thereof). Section 5. Official Statement. The Authority hereby approves the preliminary official statement, substantially in the form on file with the Secretary(the "Preliminary Official Statement"), together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate. The Designated Officers, each acting alone, are hereby authorized and directed to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, the Preliminary Official Statement. Distribution of the Preliminary Official Statement by the Underwriter is hereby approved. The Designated Officers, each acting alone, are hereby authorized to execute a final official statement (the "Official Statement"), including as it may be modified by such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, and the execution of the Official Statement by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Authority hereby authorizes the distribution of the Official Statement by the Underwriter. The Official Statement shall be executed in the name and on behalf of the Authority by a Designated Officer. Section 6. Official Actions. The Chairman, Vice-Chairman, the Treasurer, 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, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. 3 2001 reso/lease revenue bond B/jmf/jn/7/26/01 Res. No. 14 PASSED AND ADOPTED by the Board of Directors of the Huntington Beach Public Financing Authority at a special meeting thereof held on.the 6th e day of August ,2001. hairman ATTEST: APPROVED AS TO FORM: Secretary Authority Attorney REVIE`VED AND APPROVED: INI D AND APPROVED: Ex utive Director Deputy Executive Director 4 2001 reso/lease revenue bond B/jmf/jn/7/26/01 Res. No. 14 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected, qualified Secretary of the Huntington Beach Public Financing Authority, do hereby certify that the whole number of members of the Board of Directors of the Huntington Beach Public Financing Authority 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 Board at a regular meeting thereof held on the 6th day of August, 2001 and that it was so adopted by the following vote: AYES: Directors: Green, Julien Houchen, Garofalo, Dettloff, Bauer NOES: Directors: Boardman, Cook ABSENT: Directors: None ABSTAIN: Directors: None Secretary of the Board of'Directors of the Huntington Beach Public Financing Authority