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HomeMy WebLinkAboutCity Council - 2010-37 RESOLUTION NO. 2010-37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING PROCEEDINGS BY THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY FOR THE ISSUANCE AND SALE OF LEASE REVENUE BONDS TO REFUND THE OUTSTANDING HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, 1997 SERIES A (PUBLIC FACILITIES PROJECT), AND THE OUTSTANDING HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, 2000 SERIES A (CAPITAL IMPROVEMENT FINANCING PROJECT), APPROVING FORM AND AUTHORITIZING EXECUTION OF RELATED DOCUMENTS AND APPROVING OFFICIAL ACTIONS WHEREAS, the Huntington Beach Public Financing Authority (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 $2,770,000 remains outstanding (the "1997 Bonds"); and The proceeds of the 1997 Bonds were used to finance the costs of the acquisition, construction, installation and equipping of certain public capital improvements (the "1997 Project"); and 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 $12,785,000 remains outstanding (the "2000 Bonds"); and The proceeds of the 2000 Bonds were used to finance and refinance the costs of the acquisition, construction, installation and equipping of certain public capital improvements (the "2000 Project"); and 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 2000 Bonds; and For such purposes, the Authority has determined to issue its Huntington Beach Public Financing Authority Lease Revenue Refunding Bonds, 2010 Series A, in the aggregate principal amount of not to exceed $16,500,000 (the `Bonds"); and 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 and between the Authority and U.S. .Bank National Assopas trustee; and 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 10-2489/46079 1 Resolution No. 2010-37 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; and As required by section 6586.5(a) of the California Government Code, a public hearing has been held by this Council in connection with the financing; and The Council desires to make a finding of significant public benefit pursuant to section 6586.5(a)(2) of the California Government Code, and to approve the financing and the transactions contemplated by the Bonds; and The firm of Piper Jaffray & Co. (the "Underwriter") has proposed to purchase and underwrite the Bonds and has presented to the City 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"); and 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 City; and The Council has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City, NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve as follows: Section 1. Findings and Consent. The Council hereby finds that significant public benefits will arise from the financing, in accordance with section 6586 of the California Government Code. Section 2. Approval of Bonds. The Council hereby approves the issuance of the Bonds by the Authority for the purpose of providing funds to refinance the 1997 Project and the 2000 Project,to refund the 1997 Bonds and the 2000 Bonds. Section 3. Approval of Site and Facility Lease. The Council 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 City Clerk, together with any nonsubstantive changes therein or additions thereto deemed advisable by the City Administrator, either Deputy City Administrator or the Finance Director (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 City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the Site and Facility Lease for and in the name of the City. The Council hereby authorizes the delivery and performance of the Site and Facility Lease. 10-2489/46079 2 Resolution No. 2010-37 Section 4. Approval of Lease Agreement. The Council hereby approves the Lease Agreement, in substantially the form on file with the City Clerk, together with any nonsubstantive 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, so long as the term of the Lease Agreement (not including extensions, as permitted therein) does not extend beyond September 1, 2030, and so long as the issuance of the Bonds provides net present value savings to the City of at least 3% of refunded principal. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the Lease Agreement for and in the name of the City. The Council hereby authorizes the delivery and performance of the Lease Agreement. Section 5. Approval of Escrow Agreements. (a) The Council 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 City Clerk, together with any nonsubstantive 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 City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the 1997 Escrow Agreement for and in the name of the City. The Council hereby authorizes the delivery and performance of the 1997 Escrow Agreement. (b) The Council hereby approves an escrow deposit and trust agreement, by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as escrow bank, relating to the refunding of the outstanding 2000 Bonds (the "2000 Escrow Agreement"), in substantially the form on file with the City Clerk, together with any nonsubstantive 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 City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the 2000 Escrow Agreement for and in the name of the City. The Council hereby authorizes the delivery and performance of the 2000 Escrow Agreement. Section 6. Approval of Termination Agreements. (a) The Council 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 Bonds (the "1997 Termination Agreement"), in substantially the form on file with the City Clerk, together with any nonsubstantive 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 City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of 10-2489/46079 3 Resolution No. 2010-37 the 1997 Termination Agreement for and in the name of the City. The Council hereby authorizes the delivery and performance of the 1997 Termination Agreement. (b) The Council hereby approves a termination agreement, by and among the City, the Authority and The Bank of New York Mellon Trust Company, N.A., providing for the termination of the recorded documents relating to the 2000 Bonds (the "2000 Termination Agreement"), in substantially the form on file with the City Clerk, together with any nonsubstantive 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 City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the 2000 Termination Agreement for and in the name of the City. The Council hereby authorizes the delivery and performance of the 2000 Termination Agreement. Section 7. Sale of the Bonds. The Council 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 nonsubstantive 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 Underwriter's compensation for the Bonds shall not exceed $3.50 per $1,000 of principal amount of the Bonds. Section 8. Official Statement. The Council 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 substantially the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby authorized and directed to execute an appropriate certificate stating the City'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 nonsubstantive 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 Council 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 City by any Designated Officer. Section 9. Official Actions. The City Administrator, either Deputy City Administrator, the Finance Director, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City 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 10-2489/46079 4 Resolution No. 2010-37 consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this Resolution any officer of the City 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 City Council of the City of Huntington Beach at a regular meeting thereof held on the 3rd day of May , 20 10 . Z.1-4r; Ma REVIEW APPROVED: INITIATED AND APPROVED: City mi ' trator Director of Finance APPROVED AS TO FORM: ��DG�✓v 12-0 o F,.., City Attorney 10-2489/46079 5 Res. No. 2010-37 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach 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 City Council at a regular meeting thereof held on May 3, 2010 by the following vote: AYES: Carchio, Coerper, Hardy, Green, Bohr, Dwyer, Hansen NOES: None ABSENT: None ABSTAIN: None Ci Clerk and ex-officiogIlerk of the City Council of the City of Huntington Beach, California