HomeMy WebLinkAboutPublic Financing Authority - 22 RESOLUTION NO. 22
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY
AUTHORIZING THE EXECUTION AND DELIVERY BY THE
AUTHORITY OF A FIRST AMENDMENT TO SITE LEASE, A FIRST
AMENDMENT TO LEASE AGREEMENT, A FIRST SUPPLEMENTAL
INDENTURE AND A BOND PURCHASE AGREEMENT IN
CONNECTION WITH THE ISSUANCE OF HUNTINGTON BEACH
PUBLIC FINANCING AUTHORITY (ORANGE COUNTY,
CALIFORNIA) LEASE REVENUE BONDS, 2014 SERIES A (SENIOR
CENTER PROJECT), AUTHORIZING THE ISSUANCE OF SUCH
BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $16,405,000, 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
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 "Prior 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 2001 B Bonds" and together with the Prior 2001 A
Bonds, the"Prior Bonds"), payable from certain lease payments to be made by the City; and
In order to refund the Prior Bonds to achieve certain savings, the City leased certain real
property owned by the City, including the improvements thereto, known as the Civic Center (the
"Property") to the Huntington Beach Public Financing Authority (the "Authority") pursuant to a
Site Lease, dated as of September 1, 2011 (the "Original Site Lease"), and subleased the Property
back from the Authority pursuant to a Lease Agreement, dated as of September 1, 2011 (the
"Original Lease Agreement"); and
The City and the Authority determined that it would be in the best interests of the City
and the Authority to provide the funds necessary to refinance the Prior Projects through the
issuance by the Authority of Huntington Beach Public Financing Authority (Orange County,
California) Lease Revenue Refunding Bonds, 2011 Series A (Capital Improvement Refinancing
Project) (the "Series 2011A Bonds"), pursuant to an Indenture, dated as of September 1, 2011
(the "Original Indenture"), by and among the Authority, the City and The Bank of New York
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Mellon Trust Company, N.A., as trustee (the "Trustee"), payable from the base rental payments
(the "Base Rental Payments") to be made by the City under the Original Lease Agreement and
the other assets pledged therefor under the Original Indenture; and
All rights to receive such Base Rental Payments were assigned without recourse by the
Authority to the Trustee pursuant to the Indenture; and
In consideration of such assignment and the execution of the Original Indenture, the
Authority issued the Series 201 IA Bonds (capitalized undefined terms used in these recitals shall
have the meanings ascribed thereto in the Original Indenture); and
The Original Indenture provides that, subject to the conditions set forth therein, in
addition to the Series 2011 A Bonds, the City, the Authority and the Trustee may by execution of
a supplemental Indenture, without the consent of the Owners of the Series 2011 A Bonds, provide
for the issuance of Additional Bonds, payable from Lease Revenues; and
The Original Site Lease provides that the Original Site Lease may be amended only in
accordance with the provisions of the Original Lease Agreement; and
The Original Lease Agreement provides that, the Original Lease Agreement and the
Original Site Lease and the rights and obligations of the Authority and the City thereunder may
be amended at any time by an amendment thereof which shall become binding upon execution
by the Authority and the City, without the written consents of any Owners of the Series 2011 A
Bonds, in order to provide for the issuance of Additional Bonds in accordance with the
provisions of the Indenture; and
The City desires to finance the construction of certain capital improvements, consisting
of the Huntington Beach Senior Center, within the boundaries of the City (the "Project"); and
The City is a "lead agency" under the California Environmental Quality Act ("CEQA"),
and the Authority is a"responsible agency" and a"local agency" under CEQA; and
The Authority has reviewed (i) the Final Environmental Impact Report ("FEIR"), EIR
No. 07-002, SCH#2007041027, dated December 2007; (ii) the resolution of the City, Resolution
No. 2008-06 pursuant to which the City certified the FEIR; and (iii) approvals for Conditional
Use Permit, CUP No. 07-39 issued by the City with respect to the Project; and
The Authority has reviewed (i) the Subsequent Environmental Impact Report ("SEIR")
No. 07-002, SCH#2007041027, and the City's resolution, Resolution No. 2012-18, adopting it
on April 16, 2012; (ii) the Conditional Use Permit, CUP No. 07-39R (the "CUP") with General
Plan Amendment No. 11-004 approved and issued by the City's Resolution No. 2012-19 on
April 16, 2012; (iii) the City's Findings of Fact and Statement of Overriding Considerations
("Statement of Overriding Considerations") with respect to FEIR and SEIR, dated January 2012,
approved by the City on April 16, 2012; and (iv) the July 25, 2014, Court of Appeal ruling that
the SEIR adequately addressed the areas of concern regarding the FEIR (Appeal Case No.
G048620); and
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In order to accomplish the financing of the Project, the Authority and the City desire to
enter into a First Amendment to Site Lease (the "First Site Lease Amendment") in order to
amend the Original Site Lease so as to extend the term thereof and to make certain other
modifications in order to provide for the issuance of Additional Bonds in accordance with the
provisions of the Original Indenture (the Original Site Lease as so amended is referred to as the
"Site Lease"); and
In order to accomplish the financing of the Project, the Authority and the City also desire
to enter into a First Amendment to Lease Agreement (the "First Lease Amendment") in order to
amend the Original Lease Agreement so as to extend the term thereof and increase the amount of
Base Rental Payments payable thereunder and to make certain other modifications in order to
provide for the issuance of Additional Bonds in accordance with the provisions of the Original
Indenture (the Original Lease Agreement as so amended is referred to as the "Lease
Agreement"); and
The City and the Authority have determined that it would be in the best interests of the
City and the Authority to provide the funds necessary to finance the Project through the issuance
of Additional Bonds, designated "Huntington Beach Public Financing Authority (Orange
County, California) Lease Revenue Bonds, 2014 Series A (Senior Center Project)" (the "Series
2014A Bonds"), payable from Lease Revenues; and
The Authority and the City desire that the Trustee, the Authority and the City enter into a
First Supplemental Indenture (the "First Supplemental Indenture") in order to provide for the
issuance of the Series 2014A Bonds and to expressly provide that all rights to receive the Base
Rental Payments, including the increased amounts thereof provided for in the First Lease
Amendment, have been assigned without recourse by the Authority to the Trustee; and
The Series 2014A Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling
Act of 1985, commencing with Section 6584 of the California Government Code; and
The Board of Directors of the Authority (the "Board of Directors") has determined that
securing the timely payment of the principal of and interest on the Series 2014A Bonds by
obtaining a municipal bond insurance policy and/or a reserve surety policy or bond with respect
thereto could be economically advantageous to the Authority; and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter"), has submitted
to the Authority and the City a proposal to purchase the Series 2014A Bonds in the form of a
Bond Purchase Agreement (the `Bond Purchase Agreement"); and
A form of the Preliminary Official Statement (the "Preliminary Official Statement") to be
distributed in connection with the public offering of the Series 2014A Bonds has been prepared;
and
The City is a member of the Authority and the Project is to be located within the boundaries
of the City; and
On the date hereof, the City Council of the City held a public hearing on the financing of
the Project in accordance with Section 6586.5 of the Act; and
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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 and the Orange County Register,
newspapers of general circulation in the City and the County of Orange, respectively; and
The Board of Directors has been presented with the form of each document referred to
herein relating to the financing contemplated hereby, and the Board of Directors has examined
and approved each document and desires to authorize and direct the execution of such documents
and the consummation of such financing; and
All acts, conditions and things required by the laws of the State of California to exist, to
have happened and to have been performed precedent to and in connection with the
consummation of such financing authorized hereby do exist, have happened and have been
performed in regular and due time, form and manner as required by law, and the Authority is
now duly authorized and empowered, pursuant to each and every requirement of law, to
consummate such financing for the purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY, as follows:
Section 1. All of the recitals herein contained are true and correct and the Board of
Directors so finds.
Section 2. The Authority has reviewed and agrees with the analysis and findings in the
FEIR, SEIR and Statement of Overriding Considerations, and finds as follows:
(a) The City's Statement of Overriding Considerations identify potentially
significant environmental impacts that have been mitigated as provided in the CUP issued for the
Project and in the FEIR and SEIR for the Project.
(b) The City, and not the Authority, is the best public agency to assess the
environmental impacts from the perspective of compliance with codes, integration into the
neighborhood, noise and light impacts, and many other impacts identified in the Statement of
Overriding Considerations.
(c) All of the potentially significant impacts have been or will be mitigated
sufficiently to render them insignificant, assuming compliance with the conditions imposed by
the City;
(d) The City identified a significant adverse impact that the Project would
have upon aesthetics, namely, that the Project would modify land that is currently undeveloped,
and the character of Central Park would be altered, and the Authority agrees that this impact is
significant;
(e) The City's plans for preservation, expansion and enhancement of city
parks more than offset the significant aesthetic environmental impact identified by the City in the
Statement of Overriding Considerations;
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(f) The Project would have significant benefits, including, the following:
(i) The proposed project would provide a new, centrally located state-
of-the-art senior center that would be large enough to respond to the changing
needs of the population and meet the diverse interests of the City's senior
residents.
(ii) Development of the proposed project would allow the City to serve
a higher percentage of its senior population with service comparable to other
cities.
(iii) The proposed project emphasizes compatibility and sensitivity to
the existing uses surrounding the site and would include a variety of sustainable
features.
(iv) The City is actively pursuing the feasibility of additional features
that would enhance the Project's ability to obtain LEED certification.
(v) The project will maintain and enhance the community image of
Huntington Beach through the construction of high quality development.
(g) These findings are contingent upon the Authority receiving all monitoring
reports and records prepared by or obtained by the City pursuant to the FEIR, the CUP and the
SEIR;
(h) The records upon which the foregoing CEQA findings are based are
maintained by the City Clerk of the City at the Office of the City Clerk located at City's Civic
Center, 2000 Main Street, Huntington Beach, California.
Section 3. The form of the First Site Lease Amendment, on file with the Secretary of the
Authority, is hereby approved, and the Chair of the Board of Directors of the Authority, and such
other member of the Board of Directors as the Chair may designate, the Executive Director of
the Authority and the Treasurer of the Authority, and such other officers of the Authority as the
Executive Director of the Authority may designate (the "Authorized Officers"), are each hereby
authorized and directed, for and in the name and on behalf of the Authority, to execute and
deliver the First Site Lease Amendment in substantially said form, with such changes, insertions
and omissions 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 term of the Site Lease shall terminate no later than September 1, 2034
(provided that such term may be extended as provided therein).
Section 4. The form of the First Lease Amendment, on file with the Secretary of the
Authority, is hereby approved, and the Authorized Officers are each hereby authorized and
directed, for and in the name and on behalf of the Authority, to execute and deliver the First
Lease Amendment in substantially said form, with such changes, insertions and omissions
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 components of the Base Rental Payments shall not exceed
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$16,405,000, the term of the Lease Agreement shall terminate no later than September 1, 2034
(provided that such term may be extended as provided therein) and the true interest cost
applicable to the interest components of the Base Rental Payments shall not exceed 4.70% per
annum.
Section 5. The form of First Supplemental Indenture, on file with the Secretary of the
Authority, is hereby approved, and the Authorized Officers are each hereby authorized and
directed, for and in the name and on behalf of the Authority, to execute and deliver the First
Supplemental Indenture in substantially said form, with such changes, insertions and omissions
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 principal amount of the Series 2014A Bonds shall not exceed $16,405,000, the final
maturity date of the Series 2014A Bonds shall be no later than September 1, 2034 and the true
interest cost applicable to the Series 2014A Bonds shall not exceed 4.70% per annum.
Section 6. The issuance of not to exceed $16,405,000 aggregate principal amount of the
Series 2014A 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 authorized and approved.
Section 7. The form of the Bond Purchase Agreement, submitted to and on file with the
Secretary of the Board of Directors, is hereby approved, and the Authorized Officers are each
hereby authorized and directed, for and in the name and on behalf of the Authority, to execute
and deliver the Bond Purchase Agreements in substantially said form, with such changes,
insertions and omissions 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 underwriter's discount for the sale of the Series 2014A Bonds shall
not exceed 0.50% of the aggregate principal amount of the Series 2014A Bonds.
Section 8. The form of Preliminary Official Statement, on file with the Secretary of the
Authority, with such changes, insertions and omissions 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 2014A Bonds is hereby authorized and
approved. The Authorized Officers are each hereby authorized to certify on behalf of the
Authority that the Preliminary Official Statement is deemed final as of its date, within the
meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the
omission of certain final pricing, rating and related information as permitted by such Rule).
Section 9. The preparation and delivery of an Official Statement, and its use in
connection with the offering and sale of the Series 2014A 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 Authority, to execute the final Official Statement and any amendment or
supplement thereto for and in the name and on behalf of the Authority.
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Section 10. 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, applying for,
and negotiating the terms of, municipal bond insurance and/or a reserve surety policy or bond
(and any contract or mutual insurance agreement for such insurance or surety) for all or a portion
of the Series 2014A Bonds if such insurance or surety is determined to be in the best interests of
the Authority, and the preparation and filing or posting of a notice of determination with respect
to the Project as provided under CEQA.
Section 11. All actions heretofore taken by the officers and agents of the Authority with
respect to the transactions set forth above are hereby approved, confirmed and ratified.
Section 12. This Resolution shall take effect from and after its date of adoption.
PASSED AND ADOPTED by the Board of Directors of the Huntington Beach Public
Financing Authority at a regular meeting thereof held on the 18th day of
August ,2014.
A As
Chair
REVIEWED AND APPROVED: INITIATED AND APPROVED:
Ex tie Pirector uty Exec ve D' ector
APPROVED AS TO FORM:
,;;:i, Authority Attorne
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Res. No. 22
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 August 18, 2014 and that it was so
adopted by the following vote:
AYES: Directors: Katapodis, Hardy, Shaw, Harper, Boardman ,Sullivan, Carchio
NOES: Directors: None
ABSENT: Directors: None
ABSTAIN: Directors: None
000dof J!Zftd
SecretaV of the Board of Directors
of the Huntington Beach Public
Financing Authority