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HomeMy WebLinkAboutPublic Financing Authority - 17 HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY RESOLUTION NO. 17 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF LEASE REVENUE BONDS TO REFUND THE AUTHORITY'S OUTSTANDING HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, 1997 SERIES A (PUBLIC FACILITIES PROJECT), AND TO REFUND A PORTION OF THE AUTHORITY'S OUTSTANDING HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, 2000 SERIES A (CAPITAL IMPROVEMENT FINANCING PROJECT), AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS RESOLVED, by the Board of Directors (the 'Board") of the Huntington Beach Public Financing Authority (the "Authority") as follows: WHEREAS, the Authority is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated as of March 7, 1988, by and between the City of Huntington Beach (the "City") and the Redevelopment Agency of the City of Huntington Beach (the "Agency" and, with the City, the "Members"), and under the provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"), and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to, public entities, including the Members, and to provide financing for public capital improvements of public entities, including the Members; WHEREAS, the Authority has heretofore issued its $8,070,000 Huntington Beach Public Financing Authority Lease Revenue Bonds, 1997 Series A (Public Facilities Project), of which $2,945,000 remains outstanding (the "1997 Bonds"); WHEREAS, the proceeds of the 1997 Bonds were used to finance the costs of the acquisition, construction, installation and equipping of certain public improvements (the "1997 Project"); WHEREAS, the Authority has also heretofore issued its $18,310,000 Huntington Beach Public Financing Authority Lease Revenue Bonds, 2000 Series A (Capital Improvement Financing Project), of which$14,215,000 remains outstanding (the "2000 Bonds"); WHEREAS, the proceeds of the 2000 Bonds were used to finance the costs of the acquisition, construction, installation and equipping of certain public improvements (the "2000 Project"); WHEREAS, the City, working together with the Authority, proposes to undertake the refinancing of the 1997 Project and the 2000 Project, including the refunding-of the 1997 Bonds and the refunding of a portion of the 2000 Bonds; WHEREAS, for such purposes, the Authority has determined to issue its Huntington Beach Public Financing Authority Lease Revenue Refunding Bonds, 2008 Series A, in the aggregate principal amount of not-to-exceed $17,000,000 (the "Bonds"); WHEREAS, the Bonds will be issued under the provisions of Article 4 (commencing with section 6584) of the Act (the "Bond Law") and an indenture of trust (the "Indenture"), by Public Financing Authority Reso. No. 17 and between the Authority and a trustee bank to be selective through a competitive process and approved by the City Treasurer, as trustee; WHEREAS, in order to provide for the repayment of the Bonds, the Authority will lease certain real property and improvements (the "Property") to the City pursuant to a lease agreement (the "Lease Agreement") under which the City will agree to make lease payments to the Authority from moneys in its General Fund and the City will budget and appropriate sufficient amounts in each year to pay the full amount of principal of and interest on the Bonds; WHEREAS, as required pursuant to section 6586.5(a) of the California Government Code, a public hearing has been held by the City Council of the City in connection with the financing; WHEREAS, the firm of Citibank Global Markets Inc. (the "Underwriter") has proposed to purchase and underwrite the Bonds and has presented to the Authority a form of Bond Purchase Agreement for the Bonds, to be entered into among the Authority, the City and the Underwriter (the 'Bond Purchase Agreement"); WHEREAS, a proposed form of official statement (the "Official Statement") describing the Bonds, to be used in connection with the marketing of the Bonds by the Underwriter, has been prepared and has been presented to the Authority; and WHEREAS, 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, it is hereby ORDERED and DETERMINED, as follows: Section 1. Findings. The Board hereby finds that significant public benefits will arise from the financing in accordance with section 6586 of the California Government Code. 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, for the purpose of providing funds to refinance the 1997 Project and the 2000 Project, to refund the 1997 Bonds and to refund a portion of the 2000 Bonds. The Authority hereby approves the Indenture, in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Chair, the Vice Chair or the Treasurer of the Authority (the "Designated Officers"), whose execution thereof shall be conclusive evidence of such approval. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Indenture for and in the name of the Authority. The Authority hereby authorizes the delivery and performance of the Indenture. Section 3. Approval of Site and Facility Lease. The Board hereby approves a site and facility lease, by and between the City and the Authority (the "Site and Facility Lease"), pursuant to which the City will lease the Property to the Authority, to be leased back to the City pursuant to the Lease Agreement, in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by any Designated Officer, whose execution thereof shall be conclusive evidence of such approval. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Site and Facility Lease for and in the name of the Authority. The Authority hereby authorizes the delivery and performance of the Site and Facility Lease. Section 4. Approval of Lease Agreement. The Board hereby approves the Lease Agreement, i-i substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by any Designated Officer, whose execution thereof shall be conclusive evidence of such approval. The Designated Officers, each acting -2- i Public Financing Authority Resolution No. 17 alone, are hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereb authorized and directed to attest,the final form of the Lease Agreement for and in the name of the Authority. The Authority hereby authorizes the delivery and performance of the Lease Agreement. Section 5. Approval of Escrow Agreements. (a) The Board hereby approves an escrow deposit and trust agreement, by and among the Authority, the City and U.S. Bank National Association, as escrow bank, relating to the refunding of the outstanding 1997 Bonds (the "1997 Escrow Agreement"), in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by any Designated Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of the 1997 Escrow Agreement for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the 1997 Escrow Agreement. (b) The Board hereby approves an escrow deposit and trust agreement, by and among the Authority, the City and The Bank of New York Trust Company, N.A., as escrow bank, relating to the refunding of the callable maturities of the outstanding 2000 Bonds (the "2000 Escrow Agreement"), in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by any Designated Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of the 2000 Escrow Agreement for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the 2000 Escrow Agreement. Section 6. Approval of Termination Agreement. The Board hereby approves a termination agreement, by and among the City, the Authority and U.S. Bank National Association, providing for the termination of the recorded documents relating to the 1997 Certificates (the "Termination Agreement"), in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by any Designated Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Termination Agreement for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Termination Agreement. Section 7. Sale of the Bonds. The Board hereby approves the sale of the Bonds by the Authority to the Underwriter pursuant to the Bond Purchase Agreement in substantially the form 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. 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 compensation for the Bonds shall not exceed $10.00 per $1,000 principal amount of the Bonds. Section 8. Official Statement. The Board hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the "Rule"), the preliminary official statement describing the Bonds (the "Preliminary Official Statement"), in -3- Public Financing Authority Resolution No. 17 substantially the form on file with the Secretary. The Designated Officers, each acting alone, are hereby authorized and directed to execute an appropriate certificate stating the Authority's determination that the Preliminary Official Statement is nearly final within the meaning of the Rule. Distribution of the Preliminary Official Statement in connection with the sale of the Bonds is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed to approve any changes in or additions to a final form of official statement (the "Final Official Statement"), and the execution thereof by any Designated Officer shall be conclusive evidence of approval of any such changes and additions. The Authority hereby authorizes the distribution of the Final Official Statement by the Underwriter. The Final Official Statement shall be executed in the name and on behalf of the Authority by any Designated Officer. Section 9. Official Actions. The Chair, the Vice Chair, the Treasurer, the Secretary and all other officers of the Authority are each authorized and directed in the name and on behalf of the Authority to make any and all assignments, certificates, requisitions, agreements, notices, consents,instruments of conveyance,warrants and other documents,which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. 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 10. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED by the Huntington Beach Public Financing Authority at a regular meeting thereof held on the 19th day of February,2008 ATTEST: &A ZAA4A 67(- Atvo) Sec ary riC i REVIEWE D 'PPROVED: INITIATED AND APPROVED: City Administrates Pin- ance Director APPROVED AS TO FORM: ,07 Authority Counsel M -4- Iles. No. 17 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH ) I, JOAN FLYNN, 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 February 19, 2008 and that it was so adopted by the following vote: AYES: Directors: Hansen, Hardy, Bohr, Cook, Coerper, Green Carchio NOES: Directors: None ABSENT: Directors: None ABSTAIN: Directors: None Se6gtary of the Board of ectors of the Huntington Beach Public Financing Authority