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HomeMy WebLinkAboutCity Council - 2011-67 RESOLUTION NO. 2011-67 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A SITE LEASE, A LEASE AGREEMENT, AN INDENTURE, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE CERTIFICATE IN CONNECTION WITH THE ISSUANCE OF HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY (ORANGE COUNTY, CALIFORNIA) LEASE REVENUE REFUNDING BONDS, APPROVING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE AMOUNT OF NOT TO EXCEED $42,745,000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, in order to finance certain capital improvements, including the Huntington Central Park Sports Complex and certain beach improvements along Pacific Coast Highway from First Street and Pacific Coast Highway to Huntington Street and Pacific Coast Highway (the "2001 Project'), the Huntington Beach Public Financing Authority (the "Authority") issued its Huntington Beach Public Financing Authority (Orange County, California) Lease Revenue Bonds, 2001 Series A (Capital Improvement Financing Project) (the "Prior 2001A Bonds"), payable from certain lease payments to be made by the City of Huntington Beach (the "City"); and WHEREAS, in order to refinance certain capital improvements, including certain improvements to the Civic Center, including the Police Administration Building (the "1993 Project' and together with the 2001 Project, the "Projects"), the Authority issued its Huntington Beach Public Financing Authority (Orange County, California) Lease Revenue Bonds, 2001 Series B (Capital Improvement Refinancing Project) (the "Prior 2001B Bonds" and together with the Prior 2001A Bonds, the "Prior Bonds"), payable from certain lease payments to be made by the City; and WHEREAS, in order to achieve certain savings, the City and the Authority desire to refinance all or a portion of the Projects by refunding all or a portion of the Prior Bonds; and WHEREAS, in order to refund all or a portion of the Prior Bonds, the City will lease certain real property owned by the City, including the improvements thereto, known as the Civic Center (the "Property"), to the Authority pursuant to a Site Lease (the "Site Lease"), and lease the Property back from the Authority pursuant to a Lease Agreement (the "Lease Agreement'); and WHEREAS, in order to provide the funds necessary to refund all or a portion of the Prior Bonds, the Authority and the City desire to provide for the issuance of Huntington Beach Public Financing Authority (Orange County, California) Lease Revenue Refunding Bonds, 2011 Series A (Capital Improvement Refinancing Project) (the "Series 2011A Bonds"), in the OHS WEST:261251167.4 Resolution No. 2011-67 aggregate principal amount of not to exceed $42,745,000, pursuant to an Indenture (the "Indenture"), by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), payable from the base rental payments to be made by the City pursuant to the Lease Agreement and the other assets pledged therefor under the Indenture; and WHEREAS, all rights to receive such base rental payments will be assigned without recourse by the Authority to the Trustee pursuant to the Indenture; and WHEREAS, the Series 2011A Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Section 6584 et seq. of the California Government Code (the "Act"); and WHEREAS, Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and on behalf of E. J. De La Rosa& Co., Inc. (collectively, the "Underwriters"), has submitted to the Authority and the City a proposal to purchase the Series 2011A Bonds in the form of a Bond Purchase Agreement(the "Bond Purchase Agreement"); and WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Series 2011A Bonds, the underwriters thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Series 2011 A Bonds to provide disclosure of certain financial information and certain enumerated events on an ongoing basis; and WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"); and WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official Statement") to be distributed in connection with the public offering of the Series 2011A Bonds has been prepared; and WHEREAS, the City is a member of the Authority and the Projects are located within the boundaries of the City; and WHEREAS, on the date hereof, the City Council of the City (the "City Council") held a public hearing on the refinancing of the Projects in accordance with Section 6586.5 of the Act; and WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Independent, a newspaper of general circulation in the City; and WHEREAS, the City Council has been presented with the form of each document referred to herein relating to the actions contemplated hereby, and the City Council has examined and approved each such document and desires to authorize and direct the execution of such documents and the consummation of such actions; and OHS WEST:261251167.4 2 Resolution No. 2011-67 WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California and the City Charter of the City to exist, to have happened and to have been performed precedent to and in connection with the consummation of the actions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such actions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH,DOES HEREBY RESOLVE,DETERMINE AND ORDER AS FOLLOWS: Section 1. All of the recitals herein contained are true and correct and the City Council so finds. Section 2. The City Council, on behalf of the City, hereby finds that the use of the Act to assist the City in refinancing the Projects will result in significant public benefits to the citizens of the City because it is expected that such use will provide demonstrable savings in effective interest rate costs. Section 3. The form of the Site Lease, submitted to and on file with the City Clerk, is hereby approved, and the Mayor of the City, and such other member of the City Council as the Mayor may designate, the City Manager, the Deputy City Manager and the Director of Finance of the.City, and such other officers of the City as the City Manager may designate (collectively, the "Authorized Officers"), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Site Lease in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The form of the Lease Agreement, submitted to and on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Lease Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal portions of the base rental payments payable under the Lease Agreement shall not exceed $42,745,000, the term of the Lease Agreement shall not exceed 21 years (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest portions of the base rental payments shall not exceed 5.00%per annum. Section 5. The form of the Indenture, submitted to and on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that (a) the aggregate principal amount of the Series 2011 A Bonds shall not exceed $42,745,000, (b) the final maturity date of the Series 201 IA Bonds shall be no later than the date which is 21 years from the date of the Series 2011A Bonds, (c) the true interest cost OHS WEST:261251167.4 3 Resolution No. 2011-67 applicable to the Series 2011A Bonds shall not exceed 5.00% per annum, and (d) the present value of debt service savings shall not be less than 3.00% of the aggregate principal amount of the Prior Bonds to be refunded. Section 6. The issuance of not to exceed $42,745,000 aggregate principal amount of Series 2011A Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby approved. Section 7. The form of the Bond Purchase Agreement, submitted to and on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however,that the underwriters' discount for the sale of the Series 2011 A Bonds shall not exceed 0.30% of the aggregate principal amount of the Series 2011 A Bonds. Section 8. The form of the Continuing Disclosure Certificate, submitted to and on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. The form of the Preliminary Official Statement, submitted to and on file with the City Clerk, with such changes therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series 2011A Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12). Section 10. The preparation and delivery of an Official Statement, and its use by the Underwriters in connection with the offering and sale of the Series 2011A Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto and thereupon to cause the final Official Statement and any such amendment or supplement to be delivered to the Underwriters. Section 11. The Authorized Officers are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, without limitation, entering into necessary lease termination agreements with respect to the defeasance of the Prior Bonds, OHS WEST:261251167.4 4 Resolution No. 2011-67 obtaining title insurance with respect to the Property and entering into an agreement to indemnify and hold the insurance company providing the same harmless with respect to encumbrances recorded against the Property between the last title continuation as set forth in such agreement and the recording of the documents(or notice thereof)herein approved. Section 12. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 13. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 6th day of September , 201E 0 �vr ayor REVIEW D AND APPROVED: INITIATED AND APPROVED: Cit lger Director of FinaI6 APPROVED AS TO FORM: p � � City Attorney OHS WEST:261251167.4 5 Res. No. 2011-67 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 September 6, 2011 by the following vote: AYES: Shaw, Harper, Hansen, Carchio, Bohr, Dwyer, Boardman NOES: None ABSENT: None ABSTAIN: None QoFn2 olldiovw) CU Clerk and ex-officid',Tjrlerk of the City Council of the City of Huntington Beach, California