HomeMy WebLinkAboutJONES HALL HILL & WHITE - 1991-08-19 E. R6vbO I2rW4"f e
REQUE�. . FO CITY COUNCI__ ACTT N
Date August 19, 1991
Submitted to: Honorable Mayor and City Counci 1
Submitted by: Michael T. Uberuaga, City Administrator
Prepared by: Robert J. Franz, Deputy City Administrator
Subject: Refunding the Emerald Cove Certificates of Participation` c.a �r
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APPROVED BY g�Y COUNCIL ���� �a3/ -
9/ ?t 7
Consistent with Council Policy? [X] Yes { I New Policy-or Exception `'.
,e• C7�- //
Statement of Issue, Recommendation,J , F . . Alternative Actions, Attachments:
Statement of Issue: In 1984, the Redevelopment Agency issued $4.6 million of
Certificates of Participation to construct the Emerald Cove complex. Because
the certificates bear the relatively high interest rate of 9.5%, it is
advantageous to reissue certificates at the substantially lower interest rates
of today. (Estimated current rate is 7.0%) .
Recommendation:
1 . Approve the attached resolution of the City Council to refinance the
Emerald Cove Senior Citizens Housing Project, authorizing execution of
related amended and restated lease agreement and trust agreement,
approving delivery and sale of certificates of participation and
approving related agreements and matters.
2. Approve the attached resolution of the Redevelopment Agency to
refinance the Emerald Cove Senior Citizens Housing Project, authorizing
execution of related amended and restated lease agreement and trust
agreement, approving delivery and sale of certificates of participation
and approving related agreements and matters.
3. Approve agreement for bond counsel services of Jones Hall Hill and
White.
Analysis: In 1984, the Redevelopment Agency issued $4.6 million of
Certificates of Participation (COP' s) to construct the Emerald Cove complex.
The Emerald Cove Project was part of the 1984 Disposition and Development
Agreement with William Lyon and Company which included both Emerald Cove
Apartments and the Windward Cove Condominium developments. The certificates
bear interest at 9.5% and pay interest only each year until 1994 when the
entire principal is due and payable. The annual interest expense is
$437,000. An annual letter of credit fee in the amount of $46,000 is also
required, therefore the total annual debt service costs are $483,000.
1"' REQUEST REQUEST FOR COUNCIL ACTION
REFUNDING '1• E EMERALD COVE CERTIFICATES OF . ATICIPATION
Debt service and other annual costs of operating the Emerald Cove Project are
paid from rental income, housing set aside funds and interest earnings. The
City' s annual budget includes the Emerald Cove Fund as a self supporting
Enterprise Fund. All expenses are approved in the budget and rental rates are
set by the City. Rents are well below market rates and there is a lengthy
waiting list for vacancies in the 164 unit project.
The complex is owned by the Redevelopment Agency and leased to the City for
the exact amount of the debt service. As a result of favorable financial
market conditions, the Agency can reissue certificates that will fully
amortize the debt over 30 years while maintaining the same annual debt service
requirement as exists on the present interest only certificates. Therefore,
no change to current rents or other budget adjustments for the project will be
required as a result of this proposed refinancing of the debt. In addition,
the City will receive approximately $385,000 of net proceeds as partial
payment for the land provided by the City for the Emerald Cove Project. These
proceeds can be used by the City to acquire, construct and improve facilities
and property of the City.
The new issue will approximate $5,735,000. Approximately $5,025,000 will be
placed with First Interstate Bank in an irrevocable escrow fund. This fund
will be used to pay all interest payments and the principal through
June 1 , 1994 when the 1984 certificates mature and are paid in full . Issuance
costs, underwriters, bond insurance and other expenses are estimated to be
$275,000.
Funding Source: Certificate proceeds.
Alternative Actions:
1 . Determine a funding source to pay the 1984 issue in 1994 when it
matures.
2. Issue new Certificates of Participation at another time between now and
June 1994.
Attachments:
1 . City Council and Agency Resolutions
2. Draft of Preliminary Official Statement
3. Draft of Purchase Agreement
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4 18019-33 JIIIIW:CFA:jai 08/07/91
AGREEMENT
BY AND AMONG
THE CITY OF HUNTINGTON BEACH AND
JONES HALL HILL & WHITE, A PROFESSIONAL LAW
CORPORATION, FOR BOND COUNSEL SERVICES IN
CONNECTION WITH REFUNDING
CERTIFICATES OF PARTICIPATION PROCEEDINGS
(Emerald Cove Senior Citizens Housing Project)
THIS AGREEMENT is entered into as of this 19th day of August, 1991, by and between
the CITY OF HUNTINGTON BEACH (the "City") and JONES HALL HILL & WHITE, A
PROFESSIONAL LAW CORPORATION, San Francisco,California('Attorneys').
WITNESSETH:
•
WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency")
has previously financed the acquisition and construction of certain land and improvements within
the City of Huntington Beach which constitute the Emerald Cove Senior Citizens Housing Project
(the"Project"), and the Agency has previously leased the Project to the City of Huntington Beach
(the"City")pursuant to a Lease Agreement dated as of May 1, 1984(the"1984 Lease"); and
The Agency and the City have determined at this time that as a result of favorable financial
market conditions it is in the best interests of the Agency and the City to refinance the 1984 Lease,
and to that end the Agency and the City are proceeding with the execution and delivery of 1991
Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) in the
aggregate principal amount of not to exceed$6,000,000 (the "Certificates"); and
In connection with such financing proceedings, the City requires the advice and assistance
of bond counsel,and Attorneys are willing to provide such services;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as follows:
Section 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the
following services as are necessary for the financing to be accomplished through the delivery of the
Certificates:
(a) Consultation and cooperation with the City Attorney,City Administrator, Chief
of Administrative Services and all other officers and employees of the City, with the
financial consultant or underwriter and other professional firms engaged by the City with
respect to the financing to be accomplished through the issuance of the Certificates.
(b) Preparation of all legal proceedings deemed necessary or advisable by
Attorneys for the authorization, issuance and delivery of the Lease Agreement and the
Certificates as well as the advance refunding of the 1984 Lease; including preparation of(i)
any documentation required for the execution and delivery of the Certificates by the City,
including the Lease Agreement,Assignment Agreement and Trust Agreement authorizing
the execution and delivery of the Certificates,resolution authorizing and directing the sale
4
of the Certificates,resolution awarding the sale of the Certificates to the purchaser thereof,
all documentation required to be executed by the City in connection with the delivery of the
Certificates to the underwriter, (ii) all necessary California Debt Advisory Commission
filings and other reports and documents required to be filed by the City in connection with
the execution and delivery of the Certificates, (iii) all certificates,requisitions,receipts and
other documents required in connection with the delivery of the Certificates to the original
purchaser thereof, and (iv) all other proceedings of the City incidental to or in connection
with the issuance, sale and delivery of the Lease Agreement and the Certificates and the
advance refunding of the 1984 Lease.
(c) Application for any Internal Revenue Service or other rulings deemed necessary
by Attorneys (but only following consultation with and approval by the City) to ensure the
exemption of interest payable with respect to the Certificates from federal or,if applicable,
State of California personal income taxation.
(d) Advising the City as to the need to register the Certificates under applicable
federal securities laws or to obtain a permit to issue the Certificates under applicable State
of California securities laws, or to obtain no-action letters or similar determinations from
the Securities Exchange Commission or California Corporations Commission.
(e) Subject to the completion of proceedings to the satisfaction of Attorneys,
providing a legal opinion (i) unqualifiedly approving in all respects the legality of all
proceedings of the City for the authorization,issuance and delivery of the Lease Agreement
and the Certificates, and any related agreements to which the City is a party, and(ii) stating
that interest payable with respect to the Certificates is exempt from federal and State of
California personal income taxation. Such opinion shall be addressed to the City;
provided, however, that such opinion shall inure to the benefit of the owners of the
Certificates and Attorneys shall be entitled to execute letters to other interested parties
entitling such parties to rely upon such opinion. In addition, subject to the completion of
proceedings to the satisfaction of Attorneys,Attorneys shall provide such additional legal
opinions to the City,the original purchaser of the Certificates and other interested parties as
shall be requested of and deemed appropriate by Attorneys.
(f) Any and all legal consultation requested by the City concerning the Certificates
and any resolutions, certificates, agreements and other documents relating to the
•
authorization, issuance and delivery of the Lease Agreement and Certificates at any time
following issuance of the Lease Agreement and Certificates.
(g) Attorneys shall not be responsible for the preparation or content of any official
statement or other offering document prepared by or on behalf of an underwriter or
financial consultant other than to examine any such official statement or other offering
document as to the description of the Lease Agreement, Certificates and related financial
agreements and as to matters within Attorneys' knowledge (without undertaking any
independent investigation thereof).
(h) Attorneys shall not be responsible for compliance by the City with arbitrage
rebate requirements under federal tax law, other than to render advice as to the legal
interpretation of such requirements as set forth in the documents relating to the Certificates.
Without limiting the generality of the foregoing, Attorneys shall not be responsible for
preparing any calculations or documentation to establish compliance with such rebate
requirements or otherwise for computing the amounts required to be rebated, without a
separate agreement between the City and Attorneys.
(i) Such other and further services as are customarily performed by bond counsel
on similar tax-exempt financings.
Section 2. Compensation. For the services listed in Section 1, Attorneys shall be
paid the following compensation: (a) one percent of the principal amount of Certificates up to $1
million plus (b) one-half of one percent (1/2 of 1%) of the next $5 million principal amount of
Certificates plus (c) one-quarter of one percent (1/4 of 1%) of the remainder of said principal
amount . In addition,the City shall reimburse Attorneys for all out-of-pocket costs and expenses
incurred by Attorneys in connection with their services hereunder for out-of-state travel,messenger
and delivery services,photocopying,telecommunications, and the cost of preparing transcripts of
the proceedings for closing purposes. Payment of said compensation shall be entirely contingent,
and shall be due and payable, upon the execution and delivery of the Certificates; and shall be
payable solely from the proceeds of the Certificates,and from no other funds of the City.
Section 3. Responsibilities of City. The City shall cooperate with Attorneys and
shall furnish Attorneys with certified copies of all proceedings taken by the City and deemed
necessary by Attorneys to render an opinion on the validity of the Lease Agreement and
Certificates. All costs and expenses incurred incidental to the actual issuance and delivery of the
Certificates, including the cost and expense of preparing certified copies of proceedings required
by Attorneys in connection with the execution and delivery of the Certificates, the cost of rating
agencies, all printing and publication costs, fees and expenses of parties other than Attorneys,
costs and expenses of legal advertising and all other expenses incurred in connection with the
execution and delivery of the Certificates, shall be paid by the City from the proceeds of the
Certificates and shall not be the responsibility of Attorneys.
Section 4. Termination of Agreement. This Agreement may be terminated at any
time by the City with or without cause upon written notice to Attorneys. In the event of such
termination, all finished and unfinished documents shall, at the option of the City, become its
property and shall be delivered to the City by Attorneys.
Section 5. Direction of City Attorney. In performing legal services under this
Agreement,Attorneys shall work under the direction and control of the City Attorney,and shall not
render additional legal services other than those specified in this Agreement without the advance
concurrence of the City Attorney.
Section 6. Nondiscrimination. Attorneys agree that in the performance of the terms
of this Agreement,they will not engage in, nor permit their agents to engage in, discrimination in
employment of persons because of race,religious creed, color, national origin, ancestry,physical
handicap, medical condition, marital status, or sex of such persons, except as provided in Labor
Code Section 1420. Violation of this provision may result in the imposition of penalties referred to
in Division 2,Part 7, Chapter 1 of the California Labor Code.
Section 7. Compliance With Professional Insurance Requirements.
Attorneys shall comply with the existing policy of the City with respect to errors and omissions
insurance with respect to the services of Attorneys rendered hereunder.
Section 8. Workers' Compensation. Attorneys shall comply with all of the
provisions of the Workers'Compensation Insurance and Safety Acts of the State of California,the
applicable provisions of Divisions 4 and 5 of the California Labor Code and all amendments
thereto; and all similar state or federal acts or laws applicable; and shall indemnify,defend and hold
harmless the City from and against all claims,demands,payments, suits, actions,proceedings and
judgments of every nature and description, including attorneys' fees and costs,presented,brought
or recovered against the City,for or on account of any liability under any of said acts which may
be incurred by reason of any work to be performed by Attorneys under this Agreement.
1 ,
,-
Section 9. Independent Contractor. It is further understood and agreed that
Attorneys are, and shall be, acting at all times as independent contractors herein and not as
employees of the City. Attorneys shall secure at their expense, and be responsible for any and all
payment of income tax, social security, state disability insurance compensation, unemployment
compensation and payroll deductions for Attorneys and their officers, agents and employees and all
business licenses,if any,in connection with the services to be performed hereunder.
IN WITNESS WHEREOF,the City and Attorneys have executed this Agreement as of the
date first above written.
Attest: JONES HALL HILL&WHITE,
A PROFESSIONAL LAW CORPORATION
n
71vv.A., iv
S
CorporIe Secretary Vice President
c'
UNTINGTON BEACH
jui..t.,\.
Mayor
Approved as to legal form:
aL
City Attorney ,1_(�_ 61
triz
6,-of
Attest:
apisia. sachoezi,
City Clerk Secretary
Reviewed and Approved: Initiated an pprpved:
City A ministrator hector of i trative Se ices
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18019-33 JHHW:CFA:jaj 08/07/91
AGREEMENT
BY AND AMONG
THE CITY OF HUNTINGTON BEACH AND
JONES HALL HILL & WHITE, A PROFESSIONAL LAW
CORPORATION, FOR BOND COUNSEL SERVICES IN
CONNECTION WITH REFUNDING
CERTIFICATES OF PARTICIPATION PROCEEDINGS
(Emerald Cove Senior Citizens Housing Project)
THIS AGREEMENT is entered into as of this 19th day of August, 1991, by and between
the CITY OF HUNTINGTON BEACH (the "City") and JONES HALL HILL & WHITE, A
PROFESSIONAL LAW CORPORATION,San Francisco,California('Attorneys').
WITNES SETH:
WHEREAS,the Redevelopment Agency of the City of Huntington Beach (the "Agency")
has previously financed the acquisition and construction of certain land and improvements within
the City of Huntington Beach which constitute the Emerald Cove Senior Citizens Housing Project
(the "Project"), and the Agency has previously leased the Project to the City of Huntington Beach
(the "City")pursuant to a Lease Agreement dated as of May 1, 1984(the "1984 Lease");and
The Agency and the City have determined at this time that as a result of favorable financial
market conditions it is in the best interests of the Agency and the City to refinance the 1984 Lease,
and to that end the Agency and the City are proceeding with the execution and delivery of 1991
Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) in the
aggregate principal amount of not to exceed$6,000,000 (the "Certificates"); and
In connection with such financing proceedings, the City requires the advice and assistance
of bond counsel, and Attorneys are willing to provide such services;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth,the parties hereto do hereby agree as follows:
Section 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the
following services as are necessary for the fmancing to be accomplished through the delivery of the
Certificates:
(a) Consultation and cooperation with the City Attorney, City Administrator,Chief
of Administrative Services and all other officers and employees of the City, with the
financial consultant or underwriter and other professional firms engaged by the City with
respect to the financing to be accomplished through the issuance of the Certificates.
(b) Preparation of all legal proceedings deemed necessary or advisable by
Attorneys for the authorization, issuance and delivery of the Lease Agreement and the
Certificates as well as the advance refunding of the 1984 Lease; including preparation of(i)
any documentation required for the execution and delivery of the Certificates by the City,
including the Lease Agreement,Assignment Agreement and Trust Agreement authorizing
the execution and delivery of the Certificates,resolution authorizing and directing the sale
of the Certificates,resolution awarding the sale of the Certificates to the purchaser thereof,
all documentation required to be executed by the City in connection with the delivery of the
Certificates to the underwriter, (ii) all necessary California Debt Advisory Commission
filings and other reports and documents required to be filed by the City in connection with
the execution and delivery of the Certificates, (iii) all certificates,requisitions,receipts and
other documents required in connection with the delivery of the Certificates to the original
purchaser thereof, and (iv) all other proceedings of the City incidental to or in connection
with the issuance, sale and delivery of the Lease Agreement and the Certificates and the
advance refunding of the 1984 Lease.
(c) Application for any Internal Revenue Service or other rulings deemed necessary
by Attorneys (but only following consultation with and approval by the City)to ensure the
exemption of interest payable with respect to the Certificates from federal or, if applicable,
State of California personal income taxation.
(d) Advising the City as to the need to register the Certificates under applicable
federal securities laws or to obtain a permit to issue the Certificates under applicable State
of California securities laws, or to obtain no-action letters or similar determinations from
the Securities Exchange Commission or California Corporations Commission.
(e) Subject to the completion of proceedings to the satisfaction of Attorneys,
providing a legal opinion (i) unqualifiedly approving in all respects the legality of all
proceedings of the City for the authorization,issuance and delivery of the Lease Agreement
and the Certificates,and any related agreements to which the City is a party,and(ii) stating
that interest payable with respect to the Certificates is exempt from federal and State of
California personal income taxation. Such opinion shall be addressed to the City;
provided, however, that such opinion shall inure to the benefit of the owners of the
Certificates and Attorneys shall be entitled to execute letters to other interested parties
entitling such parties to rely upon such opinion. In addition, subject to the completion of
proceedings to the satisfaction of Attorneys, Attorneys shall provide such additional legal
opinions to the City,the original purchaser of the Certificates and other interested parties as
shall be requested of and deemed appropriate by Attorneys.
(f) Any and all legal consultation requested by the City concerning the Certificates
and any resolutions, certificates, agreements and other documents relating to the
authorization, issuance and delivery of the Lease Agreement and Certificates at any time
following issuance of the Lease Agreement and Certificates.
(g) Attorneys shall not be responsible for the preparation or content o€'any official
statement or other offering document prepared by or on behalf of an underwriter or
financial consultant other than to examine any such official statement or other offering
document as to the description of the Lease Agreement, Certificates and related financial
agreements and as to matters within Attorneys' knowledge (without undertaking any
independent investigation thereof).
(h) Attorneys shall not be responsible for compliance by the City with arbitrage
rebate requirements under federal tax law, other than to render advice as to the legal
interpretation of such requirements as set forth in the documents relating to the Certificates.
Without limiting the generality of the foregoing, Attorneys shall not be responsible for
preparing any calculations or documentation to establish compliance with such rebate
requirements or otherwise for computing the amounts required to be rebated, without a
separate agreement between the City and Attorneys.
(i) Such other and further services as are customarily performed by bond counsel
on similar tax-exempt financings.
Section 2. Compensation. For the services listed in Section 1, Attorneys shall be
paid the following compensation: (a) one percent of the principal amount of Certificates up to $1
million plus (b) one-half of one percent (1/2 of 1%) of the next $5 million principal amount of
Certificates plus (c) one-quarter of one percent (1/4 of 1%) of the remainder of said principal
amount . In addition, the City shall reimburse Attorneys for all out-of-pocket costs and expenses
incurred by Attorneys in connection with their services hereunder for out-of-state travel,messenger
and delivery services, photocopying,telecommunications, and the cost of preparing transcripts of
the proceedings for closing purposes. Payment of said compensation shall be entirely contingent,
and shall be due and payable, upon the execution and delivery of the Certificates; and shall be
payable solely from the proceeds of the Certificates, and from no other funds of the City.
Section 3. Responsibilities of City. The City shall cooperate with Attorneys and
shall furnish Attorneys with certified copies of all proceedings taken by the City and deemed
necessary by Attorneys to render an opinion on the validity of the Lease Agreement and
Certificates. All costs and expenses incurred incidental to the actual issuance and delivery of the
Certificates,including the cost and expense of preparing certified copies of proceedings required
by Attorneys in connection with the execution and delivery of the Certificates, the cost of rating
agencies, all printing and publication costs, fees and expenses of parties other than Attorneys,
costs and expenses of legal advertising and all other expenses incurred in connection with the
execution and delivery of the Certificates, shall be paid by the City from the proceeds of the
Certificates and shall not be the responsibility of Attorneys.
Section 4. Termination of Agreement. This Agreement may be terminated at any
time by the City with or without cause upon written notice to Attorneys. In the event of such
termination, all finished and unfinished documents shall, at the option of the City, become its
property and shall be delivered to the City by Attorneys.
Section 5. Direction of City Attorney. In performing legal services under this
Agreement,Attorneys shall work under the direction and control of the City Attorney,and shall not
render additional legal services other than those specified in this Agreement without the advance
concurrence of the City Attorney.
Section 6. Nondiscrimination. Attorneys agree that in the performance of the terms
of this Agreement,they will not engage in, nor permit their agents to engage in,discrimination in
employment of persons because of race,religious creed,color, national origin, ancestry,physical
handicap, medical condition, marital status, or sex of such persons, except as provided in Labor
Code Section 1420. Violation of this provision may result in the imposition of penalties referred to
in Division 2,Part 7,Chapter 1 of the California Labor Code.
Section 7. Compliance With Professional Insurance Requirements.
Attorneys shall comply with the existing policy of the City with respect to errors and omissions
insurance with respect to the services of Attorneys rendered hereunder.
Section 8. Workers' Compensation. Attorneys shall comply with all of the
provisions of the Workers' Compensation Insurance and Safety Acts of the State of California,the
applicable provisions of Divisions 4 and 5 of the California Labor Code and all amendments
thereto; and all similar state or federal acts or laws applicable; and shall indemnify,defend and hold
harmless the City from and against all claims,demands,payments, suits, actions,proceedings and
judgments of every nature and description, including attorneys'fees and costs,presented,brought
or recovered against the City, for or on account of any liability under any of said acts which may
be incurred by reason of any work to be performed by Attorneys under this Agreement.
•
4 .
r
Section 9. Independent Contractor. It is further understood and agreed that
Attorneys are, and shall be, acting at all times as independent contractors herein and not as
employees of the City. Attorneys shall secure at their expense, and be responsible for any and all
payment of income tax, social security, state disability insurance compensation, unemployment
compensation and payroll deductions for Attorneys and their officers,agents and employees and all
business licenses,if any,in connection with the services to be performed hereunder.
IN WITNESS WHEREOF,the City and Attorneys have executed this Agreement as of the
date first above written.
Attest: TONES HALL HILL&WHITE,
A PROFESSIONAL LAW CORPORATION
S
Corpo to Secretary 2icesident
HUNTINGTON BEACH
c.
-/L)1/44N.
Mayor
Approved as to legal form:
1(6-7-44/4W-r-)_)
4- City Attorney �_ 0-y.y
Attest:
ailem:e0 tetiatchorai
City Clerk Secretary
Reviewed and Approved: Initiated • i�is 17.d:
•
1�
City Administrator D recto m:'' d II' ' trativ,
r) CITY OF HUNTINGTON BEACH
Lt4 2000 MAIN STREET CALIFORNIA 92648
ADMINISTRATIVE SERVICES
September 5, 1991
Charles Adams
JONES HALL HILL AND WHITE
Four Embarcadero Center, Ste. 1950
San Francisco, California 94111
Re: Emerald Cove Certificates of Participation Resolution Signature Page
Dear Mr. Adams:
According to our City Attorney, the enclosed Resolution Signature Pages must
be signed by the Secretary of your Corporation prior to the City Clerk' s
finalization of the contract with Jones Hall Hill and White.
Once this signature has been obtained, if you could forward these documents to
my attention at the above listed address, I shall ensure that the contract is
finalized with the City Clerk.
Your assistance in this matter is appreciated.
Sincerely,
h i K. Donoho, Adm. ssistant to
ROBERT FRANZ, Deputy City Administrator
/sd
Enclosures
DRUG USE
WPADSERT:523 IS
AB
[S&Y ] 2 183/OS DATED 8/02/91]
•
p[i
NEW ISSUE %`��
RATING:
(See"Ratings"herein)
PRELIMINARY OFFICIAL STATEMENT DATED JULY , 1991
In the opinion of Jones Hall Hill& White,A Professional Law Corporation,San Francisco,
California, subject, however, to qualifications described herein, under existing law, the portion
of lease payments designated as and comprising interest and received by the owners of the
Certificates is excluded from gross income for federal income tax purposes, such interest is not
an item of tax preference for purposes of the federal alternative minimum tax imposed on
individuals and corporations,although,for the purpose of computing the federal alternative
minimum tax imposed on certain corporations, such interest is taken into account in determining
certain income and earnings. In the further opinion of Special Counsel, such interest is exempt
from California personal income taxes. See "TAX MATTERS"herein.
$5,735,000*
1991 REFUNDING CERTIFICATES OF PARTICIPATION
(Emerald Cove Senior Citizens Housing Project)
The Certificates Evidence Direct,Undivided Fractional Interests of
the Owners Thereof in Lease Payments to Be Made
the
CITY OF HUNTINGTON BEACH,CALIFORNIA
to the
Redevelopment Agency of the City of Huntington Beach
Dated: September 1, 1991 Due: September 1, as shown below
The Certificates are being sold, executed and delivered to discharge in full all of the City's
obligations under the 1984 Lease between the City of Huntington Beach (the "City") and
Redevelopment Agency of the City of Huntington Beach(the "Agency"), and to acquire,
construct and improve certain capital improvements of the City. The Certificates evidence
direct, undivided fractional interests in Lease Payments to be made by the City for the use and
occupancy of the Emerald Cove Senior Citizens Housing Project (the "Project")pursuant to the
First Amended and Restated Lease Agreement dated as of September 1, 1991 (the "Lease" or
"Lease Agreement").
Interest due with respect to the Certificates is payable semiannually on each March 1 and
September 1, commencing March 1, 1992, by check or draft of First Interstate Bank, Ltd., as
trustee (the "Trustee"), mailed to the registered owners of record at the addresses shown on the
Certificate registration books maintained by the Trustee. Principal with respect to the
Certificates is payable upon surrender of the Certificates upon maturity at the principal corporate
trust office of the Trustee in Los Angeles, California. The Certificates are to be delivered as
fully registered certificates in denominations of$5,000 or any integral multiple thereof.
m
The Certificates maturing on or before September 1, 1999, are not subject to optional '
redemption prior to maturity. The Certificates maturing on or after September 1, 2000, are
subject to optional redemption prior to maturity, in whole or in part, on September 1, 1999, and
on any Interest Payment Date thereafter. See "THE CERTIFICATES -- Optional Redemption.'
The Certificates maturing September 1, 2021, are subject to sinking fund redemption. See "THE
CERTIFICATES -- Mandatoryinking Fund Redemption."
[S&Y 183/OS DATED 8/02/91]
The City of Huntington Beach has covenanted in the Lease to make all Lease Payments and
Additional Lease Payments (as defined herein)provided for therein, subject to abatement during
any period in which by reason of damage or destruction there is substantial interference with the
use and occupancy by the City of the Project or any portion thereof. The City has also
covenanted in the Lease to take such action as may be necessary to include all Lease Payments-
in each of its annual budgets during the term of the Lease and to make the necessary annual
appropriations for all such Lease Payments. See "THE LEASE PAYMENTS"and "SECURITY
FOR THE CERTIFICATES"herein.
NEITHER THE CERTIFICATES NOR THE OBLIGATION OF THE CITY TO MAKE
LEASE PAYMENTS UNDER THE LEASE AGREEMENT CONSTTTITFFS A DEBT OR
INDEBTEDNESS OF THE CITY,THE STATE OF CALIFORNIA OR ANY OF ITS
POLITICAL SUBDIVISIONS WITHIN THE MEANING OF THE CONSTITUTION OF THE
STATE OF CALIFORNIA OR OTHERWISE A PLEDGE OF THE FAITH AND CREDIT OF
THE CITY. NEITHER THE MEMBERS OF THE CITY,THE AGENCY,NOR ANY
PERSONS EXECUTING THE CERTIFICATES ARE LIABLE PERSONALLY ON THE -
CERTIFICATES BY REASON OF THEIR ISSUANCE.
MATURITY SCHEDULE
Maturity Date Principal Interest Maturity Date Principal Interest
(September 1) Amount Rate 1September 1) Amount Rate
1992 2000
1993 2001
1994 2002
1995 2003
1996 2004
1997 2005
1998 2006
1999 2007
$ % Certificates due September 1,2021
PRICE: 100% Plus Accrued Interest from September 1, 1991 -
-The Certificates are offered to the public by the Underwriter when, as and if executed, -- -
delivered and received, subject to approval by Jones Hall Hill&White,A Professional Law -
Corporation, San Francisco, California,Special Counsel. Certain legal matters will be passed on
for hte City and the Agency by the City and Agency Attorney. It is anticipated that the
Certificates will be available in New York,New York,on or about September 26, 1991.
Stone & Youngberg
Dated:
*Preliminary, subject to change.
[S&Y l ; 183/OS DATED 8/02/91]
CITY OF HUNTINGTON BEACH
City Council and Redevelopment Agency Board Members
Peter Green,Mayor of the City
and Chairman of the Agency
Jim Silva,Mayor Pro Tem
and Vice-Chairman of the Agency
Jack Kelly
Don MacAllister
Linda Moulton-Patterson
Earle Robitaille •
Grace Winchell
City and Redevelopment Agency Staff
Michael T. Uberuaga, City Administrator
and Agency Executive Director
Ray Silver,Assistant City Administrator
Robert J. Franz,Deputy City Administrator
Barbara Kaiser,Deputy City Administrator
and Director of Economic Development
Dan T. Villella, Director of Finance
Gail Hutton, City Attorney
and Agency Attorney
Arthur DeLaLoza, Deputy City Attorney
Donald L. Watson,Treasurer
Connie Brockway, City Clerk
and Agency Clerk
SPECIAL SERVICES
Special Counsel
Jones Hall Hill &White
San Francisco, California
Financial Advisor
Kelling,Northcross & Nobriga,Inc.
Trustee,Registrar and Transfer Agent
First Interstate Bank of California
Los Angeles,.California
• [S&Y C 183/OS DATED 8/02/91]
LOCATION MAP
[S&Y I : 183/OS DATED 8/02/91]
TABLE OF CONTENTS
Page
Introduction -
The- Financing Plan
The Project
The Certificates
The Lease Payments
Municipal Bond Insurance
Security for the Certificates
Certificate Owners' Risks
City Financial Information
Limitations on Tax Revenues
The Agency
Approval of Legal Proceedings
Absence of Litigation -
Tax Matters
Rat-ings -- -
Underwriting
Miscellaneous
Appendix A - Summary of Legal Documents A-1
Appendix B - Characteristics of the City and Area B-1
Appendix C - Fiscal Year 1989/90 Audited Financial Statements C-1
Appendix D - Form of Special Counsel Opinion D-1
No dealer, broker, salesperson or other person has been authorized by the City of
Huntington Beach or the Underwriter to give any information or to make any representations
other than those contained herein and,if given or made,such other information or representation
must not be relied upon as having been authorized by the City or the Underwriter. This Official
Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the Certificates by a person in any jurisdiction in which it is unlawful for such
person to make such an offer, solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers of the
Certificates. Statements contained in this Official Statement which involve estimates,forecasts
or matters of opinion,whether or not expressly so described herein, are intended solely as such
and are not to be construed as a representation of facts.
The information set forth herein has been obtained from official sources which are believed
to be reliable,but it is not guaranteed as to accuracy or completeness. The information and
expression of opinions herein are subject to change without notice and neither delivery of this
Official Statement nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the City since the date hereof. All
summaries of the Lease, the Assignment Agreement, and the Trust Agreement, or other
documents, are made subject to the provisions of such documents,respectively, and do not
purport to be complete statements of any or all of such provisions. Reference is hereby made to
such documents on file with the City for further information in connection therewith.
The Official Statement is submitted in connection with the sale of Certificates referred to
herein and may not be reproduced or used, in whole or in part, for any other purpose.
IN CONNECTION WITH THIS OFFERING,THE UNDERWRITER MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED,MAY BE DISCONTINUED AT ANY TIME.
[S&Y I ` 183/OS DATED 8/02/91]
$5,735,000*
1991 REFUNDING CERTIFICATES OF PARTICIPATION
(Emerald Cove Senior Citizens Housing Project)
Evidencing a Proportionate Interest of the -
Owners Thereof in Lease Payments to be Made by the
CITY OF HUNTINGTON BEACH
As Rental For Certain Property Pursuant to a Lease Agreement
with the
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
INIRODUCIZON
The purpose of this Official Statement is to provide certain information concerning the sale
and delivery of 1991 Refunding Certificates of Participation(Emerald Cove Senior Citizens
Housing Project) (the "Certificates" or the "1991 Certificates"),in the aggregate principal
amount of$5,735,000*. The Certificates represent the undivided and proportionate interests of
the registered owners thereof in payments to be made by the City of Huntington Beach,_-
California(the "City") as the rental for certain real property and the facilities thereon pursuant to
the First Amended and Restated Lease Agreement(the "Lease" or"Lease Agreement"),dated as
of September 1, 1991,between the City and the Redevelopment Agency of the City of
Huntington Beach(the "Agency"). The net proceeds from the sale of the Certificates will be
used to discharge in full all of the City's obligations under the 1984 Lease between the City and
the Agency (the "1984 Lease")currently outstanding in the aggregate principal amount of
$4,600,000 (the "1984 Certificates") and to acquire,construct and improve certain capital
improvements of the City.
-The portion of net proceeds used for the advance refunding of the 1984 Certificateswill be
invested in Escrow Securities (as defined under"The Financing Plan")until the maturity date of
the 1984 Certificates,which is June 1, 1994. The net proceeds will be invested in Escrow
Securities the-interest on and maturing principal from which will secure and provide funds to
make all of the payments on the 1984 Certificates until they are paid in full.
The Certificates are being executed and delivered pursuant to a Trust Agreement,dated as
of September 1, 1991 (the "Trust Agreement")by and among the City,the Agency and First
Interstate Bank of California(the "Trustee"). The Certificates evidence the proportionate
interests of the owners thereof in lease payments(the "Lease Payments")payable by the City for
the use and occupancy of the Emerald Cove Senior Citizens Housing Project(the "Project")
pursuant to the Lease. The Agency will assign to the Trustee for the benefit of the owners of the
Certificates all its rights to receive amounts payable by the City under the Lease Agreement and
its rights to enforce amounts payable when due in the event of a default by the City pursuant to
an Assignment Agreement,dated as of September 1, 1991 by and between the Agency and the
Trustee (the "Assignment Agreement").
In accordance with the Lease Agreement,the City is required to pay or cause to be paid to
the Trustee Lease Payments for the use and occupancy of the Project which are designed to be
sufficient in both time and amount to pay,when due,the principal and interest with respect to
the Certificates, and to pay as additional payments compensation due the Trustee and all of the
Agency's and the Trustee's reasonable costs payable as a result of performance of its duties
under the Trust Agreement (the "Additional Payments"). Additionally,the Lease Agreement
obligates the City to pay all costs required to improve, repair and maintain the Project, for all
utility services supplied to the Project, and for all taxes and assessments due on the Project. See
"APPENDIX A-SUMMARY OF LEGAL DOCUMENTS—The Lease Agreement".
*Preliminary, subject to change.
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[S&Y I ' 183/OS DATED 8/02/91]
The City has covenanted in the Lease Agreement to take such action as may be necessary to
include and maintain all such total rental payments (Lease Payments and Additional Payments)
in its annual budget and has further covenanted to make the necessary annual appropriations for
all such payments. The City's obligation to pay or cause to be paid Lease Payments is subject to
abatement under the circumstances described herein. The covenants on the part of the City are
deemed to be and will be construed to be duties'imposed by law.
Special Counsel will deliver its opinion as a condition to closing to the effect that the Lease
Agreement is a valid and legally binding instrument enforceable against the City in accordance
with its terms, subject to the limitations on legal remedies against cities in California,which
include the limitation that judgments may not be enforced against funds held by a city which
serve the public welfare and interest, and subject to the limitation that the enforceability thereof
may be limited by bankruptcy or insolvency or other laws affecting creditors' rights generally
and to the exercise of judicial discretion in appropriate cases and to the limitations on legal
remedies against public agencies in the State of California. The obligation of the City to make
Lease Payments does not constitute a"debt" of the City within the meaning of any statutory or
constitutional debt limitations. See "CERTIFICATE OWNERS'RISKS"herein.
THE FINANCING PLAN
The City entered into the 1984 Lease Agreement dated as of May 1, 1984 between the City
as lessee and the Agency as lessor,to provide for acquisition of the Project(the "1984 Lease
Agreement"). In order to take advantage of favorable financial market conditions,the City will
issue the 1991 Certificates to advance refund and defease the obligation of the City to pay the
1984 Lease Payments and thereby discharge in full the obligations represented by the 1984
Certificates. The 1984 Certificates were issued pursuant to a trust agreement,dated as of May 1,
1984 (the "1984 Trust Agreement"). In order to provide for the advance refunding of the 1984
Certificates,the City and the-Agency entered into the Lease Agreement. - -
A portion of net proceeds from the sale of the 1991 Certificates in the amount of
$5,025,000* will be used to establish an irrevocable escrow (the "Escrow Fund")held by First
Interstate Bank of California, Los Angeles,California, as escrow holder(the "Escrow Holder")
pursuant to an Escrow Deposit Agreement,dated as of September 1, 1991 (the "Escrow
Agreement"),by and among the City,the Agency and the Escrow Holder. The Escrow Fund
will be invested in direct obligations of the United States Government (the "Escrow Securities"),
the interest and principal payments from which will secure and provide funds to make all of the
payments due on the Certificates from December 1, 1991 until June 1, 1994(the "Maturity
Date") and at which time the principal balance of the 1984 Certificates will be paid in full.
The City will use approximately $385,000* of net proceeds to acquire,construct and
improve facilities and property to be used for the municipal purposes of the City. -
*Preliminary, subject to change.
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[S&Y I : 183/OS DATED 8/02/91]
Sources and Uses of Funds
The approximate sources and uses of funds necessary to provide for the sale and delivery of
the Certificates and the refunding of the 1984 Certificates areshown below.
Sources of Funds:
Principal amount of Certificates $ 5,735,000*
Accrued Interest (1)
Total Sources $
Uses of Funds:
Escrow Fund $
Project Fund
Delivery Costs (2)
Certificate Underwriting
Total Uses $
(1) Accrued Interest from September 1, 1991 to September 26, 1991.
(2) Delivery costs include a bond insurance premium, Special Counsel and Trustee fees,
printing, and other miscellaneous expenses.
THE PROJECT
The Emerald Cove Senior Citizens Housing Project consists of ten two-story buildings, and
is located on a-site-of approximately 4.2 acres south of Talbert Avenue and west of Beach
Boulevard in the City of Huntington Beach, California. The Project is located within the Talbert
Beach Redevelopment Project Area.
- The Project includes 164 units, comprised-of 132 one-bedroom units,each 610 square feet
and 32 studio apartments,each 415_square feet. Aclubhouse available to all tenants is part of
the Project, and there are approximately 125 parking spaces provided for tenants and their guests.
The Project was completed in 1985 by The William Lyon Company of Newport Beach,
California(the "Company's); a leading residential builder in Southern California.-Since
completion,the Project has experienced a very high level of occupancy. As of July 1, 1991,
there were 92 people on the active waiting list for units.
The Lease Agreement provides that,with certain exceptions, 50% of the units of the Project
will be rented to persons of low or moderate income within the meaning of Section
103(b)(12)(c) of the Internal-Revenue Code of 1954, as amended and the regulations thereunder.
The City anticipates that substantially all of the units of the Project will continue to be rented to
lower-income Tenants.
A real estate appraisal for the Project as of July 8, 1991 estimated its fair market value to be
$10,800,000 assuming market rents and$4,200,000 based on current subsidized rent levels.
*Preliminary, subject to change.
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[S&Y I ' 183/OS DATED 8/02/91]
THE CERTIFICATES
The Certificates represent a fractional undivided interest of the owners thereof in Lease
Payments to be made by the City as rental for the Project pursuant to the Lease Agreement with
the Agency. The Certificates will be sold,executed and delivered in the aggregate principal
amount of$5,735,000*. The Certificates shall be dated September 1, 1991. Interest with respect
to the Certificates will be payable on March 1, 1992 and semi-annually thereafter on
September 1 and March 1 (the "Interest Payment Dates") at the rates set forth on the cover page
hereof. The Certificates will mature on September 1 in each year of the designated years and in
the principal amounts set forth below:
MATURITY SCHEDULE
Year of Principal Year of Principal
Maturity Amount Maturity Amount
1992 $ 2000 $
1993 2001
1994 2002
1995 2003
1996 2004
1997 2005
1998 2006
1999 2007
$ Tenn Certificates due 2021
The Certificates are deliverable in fully registered form without coupons,in the
denomination of$5,000 or any integral multiple thereof.-Principal, interest and prepayment --
price,if any,represented by the Certificates at maturity or upon prior redemption shall be
payable at the principal corporate trust office of the Trustee in Los Angeles,California. Interest
with respect to each Certificate will be payable to the owner who is registered on the Certificate
register of the Trustee on the fifteenth day of the month preceding each interest payment date
(whether or not such date is a business day) (the "Record Date") from the interest payment date
next preceding the date of execution thereof unless (i) such Certificate is executed as of an
Interest Payment Date, in which event the owner shall receive interest from such Interest
- Payment Date; (ii) such Certificate is executed after a Record Date and before the following
Interest Payment Date, in which event interest shall be payable from such Interest Payment
Date; or(lii)it is executed on or before February 15, 1992 in which event the owner shall
receive interest from September 1, 1991;provided,however,that if, at the time of execution of
such Certificate interest is in default with respect to such Certificate,the owner shall receive
interest from the Interest Payment Date to which interest with respect thereto has been paid or
made available for payment. Both the principal and interest with respect to the Certificates shall
be payable in lawful money on the United States of America. Interest with respect to the
Certificates shall be calculated on the basis of a 360-day year of twelve 30-day months.
Payment of interest with respect to the Certificates shall be made by check or draft mailed,by
first class mail,to the registered owner thereof.
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[S&Y I ; 183/OS DATED 8/02/91]
Mandatory Sinking Fund Redemption
The Certificates maturing on September 1, 2021 (the "2021 Term Certificates"), are subject
to mandatory redemption in part from sinking account payments on September 1, 2008, and on
each September 1 thereafter up to and including September 1, 2021, at a redemption price equal
to 100% of the principal amount thereof plus accrued interest,if any, to the redemption date
without premium. The following sinking account payments are calculated to be sufficient to
redeem the following principal amount of 2021 Term Certificates.
Year Ending Principal Year Ending Principal
September 1 Amount September 1 Amount
2008 $ 2015 $
2009 2016
2010 2017
2011 2018
2012 2019
2013 2020
2014 2021 (maturity)
Extraordinary Redemption
The Certificates are subject to mandatory redemption in whole or in part prior to maturity- -- - - --
on any date, at par plus accrued interest to the date of such redemption,without premium,upon a
prepayment of Lease Payments made by the City under the following conditions:
(i) if the Project, or any portion thereof, is damaged or destroyed, and the City certifies
to the Trustee that repair, replacement or improvement of the entire Project,or - - -
specified components of the Project, is not economically feasible or in the best
interest of the City,from the net insurance proceeds; or
(ii) if the Project,or-any portion thereof, is taken by eminent domain proceedings, and
the proceeds of the condemnation award are not used to replace the Project,from the
net proceeds of such condemnation award.
In the event that less than all of the remaining Lease Payments are prepaid pursuant to a
mandatory redemption, the Trustee shall select Certificates for redemption from each maturity
on a pro rata basis and from within each maturity by lot.
Optional Redemption
The Certificates maturing on or before September 1, 1999, are not subject to optional
redemption prior to maturity. The Certificates maturing on or after September 1,2000 are
subject to optional redemption prior to maturity on or after September 1, 1999, at the option of
the City, as a whole or in part from amounts deposited by the City in accordance with the option
to prepay Lease Payments (as set forth in the Lease Agreement)from any available source of
funds therefor at the following redemption prices expressed as percentages of the principal
amount to be redeemed plus accrued interest to the redemption date:
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[S&Y I ; 183/OS DATED 8/02/91]
Date of Redemption Redemption Price
September 1, 1999 through August 31, 2000 102 %
September 1, 2000 through August 31, 2001 101
September 1, 2001 and thereafter 100
If less than all the Certificates are to be redeemed,the Trustee will select the Certificates to
be redeemed on a pro-rata basis, and if less than all of the Certificates outstanding of any
maturity are called for redemption,such Certificates to be so redeemed shall be redeemed by lot
within the maturity.
Notice of Redemption
When redemption is authorized or required,the Trustee shall give to the affected owners of
the Certificates notice, at the expense of the City,of the redemption of the Certificates. Such
notice must specify: (a)that the whole or a designated portion thereof(in the case of redemption
of a Certificate in part but not in whole) is to be redeemed, (b)the date of redemption, (c) the
place where the redemption will be made, and (d)the redemption price. Such notice shall further
state that on the specified payment date there shall become due and payable with respect to each
Certificate to be redeemed,the principal (or portion)thereof and premium, if any,together with
interest accrued to said payment date, and that from and after such payment date,interest
thereon shall cease to accrue and be payable.
Notice of redemption shall be mailed to the respective owners of any Certificates
designated for redemption at their addresses appearing on the Certificate registration books, at
least 30 days but not more than 45 days prior to the redemption date; which notice shall,in
addition to the above information, set forth, in the case of each Certificate called only in part, the
portion of the principal thereof which is to be redeemed;provided that neither the failure to mail
such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings
for the redemption of Certificates or the cessation of interest on the redemption date.
LEASE PAYMENTS
The Lease Agreement requires Lease Payments to be made on August 20 and February 20
of each year commencing on February 20, 1992,(the "Lease Payment Dates") by the City to the
Agency, which payments have been assigned to the Trustee. The Lease Payments are
consideration for the possession,use and occupancy of the Project or any portion thereof during
each rental period.
The rental period (the "Rental Period")during the Term of the Lease is the period
commencing on September 2 of each year and terminating on the following September 1, except
for the first period which will commence on the Closing Date and extend to and including
September 1, 1992. The Lease Payments during each Rental Period shall constitute the total
rental for the Project for such Rental Period, and shall be paid by the City for and in
consideration of the right of the use and occupancy of, and the continued quite use and
enjoyment of the Project. Lease Payments are payable in two installments at the end of each six
month rental period such that the payment made in August of each year represents the interest
and principal payable with respect to the Certificates on the succeeding September 1 and the
payment made in February represents the interest payable with respect to the Certificates on the
succeeding March 1. The City's Lease Payments shall be reduced in an amount equal to the
amount on deposit in the Lease Payment Fund on the day the Lease Payments are due.
-6-
• [S&Y 183/OS DATED 8/02/91]
Abatement
The Lease Agreement provides-that Lease Payments shall be abated for any period during
which there is substantial interference with the use and occupancy of the Project because of _
damage to, destruction or condemnation of the Project. During such a period,however,the
Trustee will pay amounts relating to principal and interest with respect to the Certificates from
amounts received from the City from sources such as the Reserve Fund rental interruption _
insurance proceeds. The City will be required to obtain rental interruption insurance in an
amount at least equal to the Lease Payments due in the then applicable fiscal year to insure
against rental interruption. Lease Payments with respect to the Project not damaged or
condemned shall continue unabated. If such damage,destruction or condemnation results in loss
of only a portion of the Project,Lease Payments will be abated in the proportion which shall be - --agreed upon between the City and the Agency that the damaged or condemned portion of such
Project bears to the Project,for the period such condition exists.
Table 1 below sets forth the annual Lease Payment amounts for the years shown below. -
-7-
[S&Y I : 183/OS DATED 8/02/91]
TABLE 1
CITY OF HUNTINGTON BEACH
Annual Lease Payment Amounts(1)
For the Year Ending Portion of Lease Payment Representing Total Lease -
September 1 Principal Interest Payments
1992 $ $ $ IG 7/ 1f
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021 (2)
Total $ $ -. $
(1) Lease Payments are payable by the City in two installments due on the 20th day of thej
month prior to each Interest Payment Date. Interest with respect to the Certificates is
payable on March 1 and September 1 of each year. Principal of the Certificates is due on
September 1 of each year. -
(2) Amounts in the Reserve Fund may be applied toward the final year's Lease Payments.
-8-
[S&Y 183/OS DATED 8/02/91]
Sources of Lease Payments
The City's obligation under the Lease Agreement is based on its authority to acquire and
lease property for the common benefit and in furtherance of itspublic purposes, as described in
the California Government Code, Section 37350. Lease Payments are an expense,not a debt,of
the City. Lease Payments made by the City to the Agency are payable from any revenues
lawfully available to the City (including,but not limited to the General Fund of the City)except
certain special fund-revenues which are legally restricted as to use. Lease revenues received by
the City from Project operations are available for its Lease Payments.
The City is obligated to make Lease Payments from any lawfully available funds whether
or not it receives revenues from operation of the Project. See the sections entitled "SECURITY
FOR THE CERTIFICATES" and APPENDIX A—"SUMMARY OF THE PRINCIPAL
LEGAL DOCUMENTS"for a summary of the security for the Lease Payments. See Appendix
C for portions of the most recent audited financial statements of the City and Agency.
SECURITY FOR THE CERTIFICATES
Each Certificate represents an undivided fractional interest in Lease Payments to be made
by the City,under the Lease Agreement with the Agency. The Agency,pursuant to the
Assignment Agreement,will assign all its right,title and interest in the Lease Agreement to the
Trustee for the benefit of the owners of the Certificates,including its right to receive Lease
Payments and insurance and condemnation proceeds thereunder and its rights to exercise all the
rights and remedies conferred on the Agency under the.Lease Agreement. The obligation of the
City to make Lease Payments is payable by the City from annual appropriations-of the City from --
all funds lawfully available therefor. Neither the full faith and credit nor the taxing power of the
City,the Agency,the State of California or any of its political subdivisions is pledged to make
payments under the Lease Agreement.
The Lease Payments payable to the Trustee, consisting of a principal component-and-an- -- - -
interest component, are calculated to be sufficient to pay,when due,the-principal and.interest with respect to the Certificates.
Covenant to Appropriate -- - • - -
The Lease Agreement provides that the City shall take action each year as may be
necessary to include all Lease Payments in its annual budget and to make annual appropriations
for all Lease Payments. As provided in the Lease Agreement,the covenants of the City under
the Lease Agreement shall be deemed by the City to be and shall be ministerial duties imposed
by law. It shall be the duty of each and every public official of the City to take such action and
to do such things as are required by law in the performance of the official duty of such officials
to enable the City to carry out and perform the covenants and agreements in the Lease
Agreement.
Insurance
The California Land Title Association("CLTA") title insurance policy issued pursuant to
the 1984 Lease insuring the City's leasehold interest in the Project will be appropriately
endorsed and amended to provide title insurance coverage in an amount at least equal to the
aggregate principal amount of the Certificates, subject only to encumbrances permitted in the
Lease Agreement (the "Permitted Encumbrances"). Refer to "APPENDIX A-Summary of
Legal Documents"for information on the City's insurance requirements under the Lease and
Trust Agreement.
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[S&Y I ; 183/OS DATED 8/02/91]
Reserve Fund
A Reserve Fund is established by the Trust Agreement in an amount equal to the Reserve
Requirement. The Reserve Requirement represents an amount equal to the lesser of the
maximum annual scheduled Lease Payments, 10% of the original principal amount of the
Certificates,or 125% of average annual debt service. Except to the extent amounts in the
Reserve Fund exceed the Reserve Requirement, such funds are to be used only for the payment
of Lease Payments to the extent amounts in the Lease Payment Fund are insufficient therefor
and may be applied toward Lease Payments in 2021.
If on any Interest Payment Date the moneys available in the Lease Payment Fund do not
equal the amount of the Lease Payment then coming due and payable, the Trustee shall apply the
moneys available in the Reserve Fund to make such payments on behalf of the City by
transferring the amount necessary for this purpose to the Lease Payment Fund. Upon receipt of
any delinquent Lease Payment with respect to which moneys have been advanced from the
Reserve Fund, such Lease Payment shall be deposited in the Reserve-Fund to the extent of such
advance.
CERTIFICATE OWNERS'RISKS
The following factors, along with all other information in this Official Statement, should be
considered by potential investors in evaluating the Certificates.
City Lease Payments
The obligation of the City to pay the Lease Payments does not constitute an obligation of
the City for which the City is obligated to levy or pledge any form of taxation or for which the
City has levied or pledged any form of taxation. The obligation of the City to pay Lease
Payments does not constitute a debt or indebtedness of the City,the State of California or any
other political subdivision of the state within the meaning of the Constitution and laws of the
State of California or otherwise.
Although the Lease Agreement does not create a pledge,lien or encumbrance upon the
funds of the City,the City is obligated under the Lease Agreement to pay Lease Payments from
any source of legally available-funds. The City has covenanted in the Lease Agreement that, for
so long as the Project is available for its possession,use and occupancy it will make the
necessary annual appropriations within its budget for all Lease Payments. The City has other
obligations payable from general revenues. In the event the City's revenue sources are less than
its total obligations,the City could choose to fund other municipal services before making Lease
Payments. The same result could occur if,because of State Constitutional limits on
expenditures,the City is not permitted to appropriate and spend all of its available revenues.
However,the City has covenanted in the Lease Agreement to budget for, appropriate and make
the Lease Payments in each year it has possession,use-and occupancy of the Project,which has
been designed to provide an essential public service to the City.
The City has the capacity to enter into other obligations which may constitute additional
charges against its revenues. To the extent that additional obligations are incurred by the City,
the funds available to make Lease Payments may be decreased.
The City's ability to make Lease Payments will depend in significant part on its receipt of
tax and other revenues legally available for appropriation, including rental payments from
Project tenants. A reduction in such revenues could adversely affect the City's ability to make
-10-
[S&Y C 183/OS DATED 8/02/91]
Lease Payments and could interrupt such payments. Such a reduction could result from adverse
changes in tax collections and receipts caused by general economic trends. See "APPENDIX A
—Characteristics of the City and Area"for certain financial information about the City and the
area.
Notwithstanding the foregoing provisions of the Lease Agreement and the Trust Agreement
specifying the extent of abatement in the event of the City's failure to have possession,use and
occupancy of the Project, such provisions may be superseded by operation of law,and,in such
event,the resulting Lease Payments of the City may not be sufficient to pay all of that portion of
the remaining principal and interest with respect to the Certificates representing interests in the
Lease Payments.
The enforcement of any remedies provided in the Lease Agreement and Trust Agreement
could prove both expensive and time consuming. Although the Lease Agreement and the Trust
Agreement provide that the Trustee may release the Project if there is a default by the City, and
the Lease Agreement provides that the Trustee may have-such-rights of-access-:to the Project as -
may be necessary to exercise any remedies,the revenues generated through such releasing may
not be sufficient to cover scheduled-payments-of-principal and/or interest to Certificate_Owners.
Furthermore,because Project tenants are expected to be lower income individuals, it is not
certain whether a court would permit the exercise of the remedies of repossession and re-letting
with respect thereto. The ability of the Trustee to re-let may further be limited by the covenants
in the Lease Agreement and the Trust Agreement to maintain the federal tax-exempt nature of
the interest component of the Lease Payments and the Certificates. 'Any such suit for money -
damages would be subject to limitations on legal remedies against cities in California,including
a limitation on enforcement of judgments against funds needed to serve the public welfare and
interest.
Limited Recourse on Default In the event of a default,there is no remedy of acceleration of the total Lease Payments due
over the term of the Lease Agreement. The City will only be liable for Lease Payments on an
annual basis and the Trustee could-be required to seek a separate judgment each year for-that- - -
year's defaulted Lease Payments.
The enforceability of the rights and remedies of the owners of the Certificates, and the
obligations incurred by the City,may, become subject to the following: -the federal bankruptcy
code and applicable bankruptcy,insolvency,reorganization,moratorium or similar laws relating
to or affecting the enforcement of creditor's rights generally,now or hereafter in effect; usual
equity principles which may limit the specific enforcement under state law of certain remedies,
the exercise by the United States of America of the powers delegated to it by the federal--
Constitution; and the reasonable and necessary exercise,in certain exceptional situations,of the
police power inherent in the sovereignty of the State of California and its governmental bodies in
the interest of servicing asignificant and legitimate public purpose. Bankruptcy proceedings,or
the exercise of powers by the federal or state government, if initiated, could subject the Owners
of the Certificates to judicial discretion and interpretation of their rights in bankruptcy or
otherwise and consequently may entail risks of delay,limitation or modification of their rights.
Remedies may be limited since the Project serves an essential public purpose.
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[S&Y I ' 183/OS DATED 8/02/91]
Payment from Insurance Awards and Condemnation Proceeds
Any Net Proceeds of insurance collected by the City in the event of accident to or
destruction of any component of the Project shall be paid to the Trustee and deposited by the
Trustee promptly upon receipt thereof in a special fund designated as the "Insurance and-
Condemnation Fund" which the Trustee shall thereupon establish. If the city determines and
notifies the Trustee in writing of its determination,within ninety (90)days following the date of
such deposit,that the replacement,repair,restoration,modification or improvement of the
Project is not economically feasible or in the best interests of the City, then such Net Proceeds
shall be promptly transferred by the Trustee to the Lease Payment Fund and applied to the
prepayment of Lease Payments pursuant to Section 9.3 of the Lease and the corresponding
prepayment of Certificates. In the event of damage or destruction of the Project in full,such Net
Proceeds may be transferred to the Lease Payment Fund to be used to prepay Outstanding
Certificates only if such Net Proceeds,together with other available moneys, are sufficient to
cause the corresponding prepayment of all Lease Payments. All Net Proceeds deposited in the
Insurance and Condemnation Fund and not so transferred to the Lease Payment Fund shall be
applied by the City to the prompt replacement,repair,restoration,modification or improvement
of the damaged or destroyed portions of the Project. Any balance of the Net Proceeds remaining
after the City have filed a written certificate with the Trustee stating that such work has been
completed shall be paid to the City.
If all or any part of the Project shall be taken by eminent domain proceedings (or sold to a
government threatening to exercise the power of eminent domain)the Net Proceeds therefrom
shall be deposited with the Trustee in the Insurance and Condemnation Fund,pursuant to the
Lease, and shall be applied and disbursed by the Trustee as follows:
(a) If the City has given written notice to the Trustee of its determination that (i)such
eminent domain proceedings have not materially affected the interest of the City in the
Project or the ability of the City to meet any of its financial obligations under the Lease,
and(ii)that such proceeds are not needed for repair,replacement or rehabilitation of the
Project,the Trustee shall transfer such proceeds to the Lease Payment Fund to be credited
towards the payment of the Lease Payments as the same become due and payable.
(b) If the City has given written notice to the Trustee of its determination that (i) such
eminent domain proceedings have not materially affected the interest of the City in the
Project or the ability of the City to meet any of its financial obligations under the Lease,
and(ii) such proceeds are needed for repair,replacement or rehabilitation of the Project, the
Trustee shall pay to the city from said proceeds such amounts as the City may expend for
such repair or rehabilitation.
(c) If(i)less than all of the Project shall have been taken in such eminent domain
proceedings, and if the City has given written notice to the Trustee of its determination that
such eminent domain proceedings have materially affected the interest of the City in the
Project or the ability of the City to meet any of its financial obligations under the Lese,or
(ii) all of the Project shall have been taken in such eminent domain proceedings,then the
Trustee shall transfer such proceeds to the Lease Payment Fund to be credited toward the
prepayment of the Lease Payments and applied to the corresponding prepayment of
Certificates in the manner provided in the Trust Agreement.
-12-
[S&Y 183/OS DATED 8/02/91]
CITY FINANCIAL INFORMATION
Each Certificate represents an undivided fractional interest in Lease Payments to be made
by the City under the Lease Agreement with the Agency. The obligation of the City to make
such Lease Payments is payable by the City from annual appropriations of the City from all
funds lawfully available therefor.
Organization
The City has a seven-member City Council elected at large. The Council appoints the City
Administrator, who acts in the capacity of chief executive office of the City.
Members of the City Council, and their term of office are shown below:
Meeber Position Tern Expires
Peter Green Mayor November 1992
Jim Silva Mayor Pro Tern November 1992
Jack Kelly Councilmember November 1994
Don MacAllister Councilmember November 1992
Linda Moulton-Patterson Councilmember November 1994
Earle Robitaille Councilmember November 1994
Grace Winchell Councilmember November 1994
Senior Staff of the City include:
Michael T. Uberuaga City Administrator
Ray Silver Assistant City Administrator
Robert J. Franz Deputy City Administrator_
Barbara Kaiser Deputy City Administrator
Stephen V. Kohler Project Manager
Dan T. Villella ____- . Director of Finance
Gail Hutton City Attorney
Arthur DeLaLoza Deputy City Attorney
Donald L.Watson Treasurer
Connie Brockway City Clerk
Assessed Valuation and Property Taxes
Table 2 sets forth an eight year history of Huntington Beach's Assessed Valuation. Over
the eight years shown,the City's Assessed Valuation has increased at an average rate of _
approximately 7.6 percent. The 1990/91 Assessed Valuation is 7.8 percent higher than that of
1989/90.
Table 3 sets forth the City's secured tax levy for each of the eight years ended June 30,
1990. The table also includes the dollar amount and percentage of delinquencies as of June 30
of each year.
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[S&Y I : 183/OS DATED 8/02/91]
TABLE 2
CITY OF HUNTINGTON BEACH
Assessed Valuation History 1982/83— 1990/91
Fiscal State Percent
Year Secured Assessed Unsecured Total Increase
1982/83 $5,171,182,000 $330,030,000 $374,692,000 $5,985,904,000 --
1983/84 5,559,791,250 362,185,700 370,949,364 6,292,926,314 7.1%
1984/85 5,940,642,022 426,592,970 466,570,592 6,833,805,584 8.6%
1985/86 6,519,922,590 450,742,080 441,125,438 7,411,790,108 8.5%
1986/87 7,019,854,076 475,467,220 504,939,681 8,000,260,977 - 7.9%
1987/88(2) 7,457,614,000 487,793,000 436,502,000 8,381,909,000 4.8%
1988/89(3) 8,116,790,000 3,317,000 460,095,000 8,580,202,000 2.4%
1989/90(3) 9,030,107,000 3,298,000 717,652,000 9,751,057,000 13.6%
1990/91(3-) 9,979,108,000 3,324,000 556,846,000 10,519,278,000 7.8%
(1) Includes homeowners' exemptions and state supplemental subventions.
(2) Figures for 1982/83 and 1987/88 through 1990/91 are rounded to nearest thousand.
(3) State assessed valuation in 1988/89 excludes all utilities except railroads. State law was
changed to provide that tax revenues derived from all utility property assessed by the State
except railroad property shall not be based on the valuation of these properties,but instead
on revenue in the previous year. Assessed valuations are therefore not determined for such
properties. Tax revenues derived from railroad property are based on the assessed valuation
of such property, and this valuation is included.
Source: City of Huntington Beach.-
TABLE 3
CITY OF HUNTINGTON BEACH
Tax Levies and Delinquencies, 1982/83—1989/90
- _-. . -. - ----Property Tax Levies and.Collections
Fiscal Secured Total Delinq. Unsecured Total Del inq.
Year Total Levy Collections Percent Total Levy Collections Percent
1982/83 $11,405,210 $1,116,699 2.53 $ 960,008 $ 908,666 5.35
1983/84 11,402,791 11,664,690 3.78 982,118 942,305- 2.60
1984/85 12,418,398 11,633,797 3.42 1,032,103 955,100 3.21
1985/86 13,607,853 12,780,632 3.32 1,130,254 1,059,541 3.51
1986/87 15,088,967 14,447,882 3.79 1,186,690 1,100,619 3.75
1987/88 16,055,000 15,419,000 3.61 1,250,000 1,180,000 3.68
1988/89 16,963,000 16,346,000 2.91 1,287,000 1,234,000 2.87
1989/90 17,283,000 16,654,000 2.89 1,524,000 1,421,000 4.67
Source: County of Orange
Note: Delinquency does not necessarily equal the levy amounts minus the collections since
there are always collections of amounts levied in prior years. 1987/88 and forward
rounded to nearest thousand.
-14-
[S&Y] : 183/OS DATED 8/02/91]
Risk Management
The City is exposed to various risks of loss related to torts; theft of,damage to and
destruction of assets; errors and omissions; injuries to employees; natural disasters and- - -
employee health insurance claims.
The City established a Self-Insurance Fund(an internal service fund)to account for and _
fmance uninsured risks of loss. This fund provides liability coverage for claims up to
$1,000,000,workers compensation coverage up to$150,000 per claim and the first$100,000 of
each health claim. The City is also a participant in the$ig Independent Cities Excess Pool Joint
Powers Authority,which provides insurance for individual liability claims in excess of
$1,000,000. Independent insurance coverage is purchased for health and workers compensation--
claims in excess of the above amounts. Settled claims have not exceeded this commercial
coverage in any of the past three fiscal years.
All funds of the City participate in the program and make payments to the Self-Insurance
Fund based on historical cost information. The payments are adjusted over a reasonable period
of time so that revenues and expenses of the Self-Insurance-Fund are approximately equal. ____ _ _ _ _
The claims liability of$6,962,000 is composed of the following claims totals:
Liability Claims $2,837,000
Workers Compensation Claims 3,990,000
Health Claims 135,000
Total $6.962.000
- Liabilities are reported if,-prior to the issuance of the financial statements,it is probable ----
that a liability has been incurred as of the date of the fmancial statements and the amount of the
claim can be reasonably estimated. -Changes in the claims liability during the year were as - -
follows (expressed in thousands): -
Balance Balance
_- - -- - July-1, 1989-- Additions._ Payments June 30. 1990 ___-
Liability $3,329 $ 378 ($870) $2,837
Workers Compensation - - 3,901 1,017 (928) 3,990
Health 192 2.545 (2.602) 135
Total $7.422 $3.940 ($4.400) $6.962
General Fund Supported Debt
The City's annual debt service obligations which are supported by the General Fund are
shown on Table 4 which follows. In addition,the City is obligated to repay a Tax Revenue
Anticipation Note of$5,000,000 plus accrued interest on July 31, 1992. See "APPENDIX C-
Fiscal Year 1989/90 Audited Financial Statements".
-15-
TABLE 4
CITY OF HUNTINGTON BEACH
ANNUAL DEBT SERVICE SECURED BY GENERAL FUND
1991-92 Through 1998-99
(in thousands)
Scheduled
1970 Library 1968 Civic 1989 1974 Golf Emerald Orange 1989 Gen.Fund
Fiscal Year Park Lease Parking Center Civic Imp. Course Cove County Equipment Debt Svc.
Ending June 30 Bonds Mortgage Bonds COPs COPs Note COPs(1) 1987 Note COPs Payments
1992 $468 $387 $168 $1,739 $1,201 $150 $461 $97 $1,336 $6,007
1993 $470 $391 $170 $1,737 ' $1,200 $150 $462 $98 $1,338 $6,016
1994 $467 $389 $118 $1,738 ' $1,203 $150 $458 $1,343 $5,866
1995 $472 $386 $1,737 $1,200 $150 $459' $1,338 $5,742
1996 $386 $1,734 $1,201 $150 $459 $1,342 $5,272
1997 $388 $1,734 $1,200 $150 $459 $3,931
1998 $395 $1,731 $1,199 $150 $459 $3,934
1999 $1,731 $1,196 $150 $458 $3,535
Notes
1. Estimated Debt Service on 1991 Emerald Cove Refunding COPs.
[S&Y l 183/OS DATED 8/02/91]
Direct and Overlapping Obligations
Table 5 sets forth the City's direct and overlapping obligations and debt ratios as of
September 1, 1991.
TABLE 5
CITY OF HUNTINGTON BEACH Bonded Indebtedness
1990-91 Assessed Valuation: $10,519,278,078 (after deducting $384,143,293
redevelopment tax allocation increment)
DIRECT AND OVERLAPPING BONDED DEBT: % Applicable J)ebt 9/1/91
Orange County 7.446% $ 87,490
Orange County Building Authorities 7.446 14,192,504
Orange County Flood Control District 7.446 407,668
Metropolitan Water District 7.446 10,638,784
Municipal Water District of Orange County
Water Facilities Corporation 11.462 7,152,288
Orange County Sanitation Districts #1, 2 & 3 5.386 5,892,284
Certificates of Participation
Orange County Sanitation District #3
Certificates of Participation 11.433 3,214,350
Orange County Sanitation District #11
Certificates of Participation 99.877 8,602,275
Orange County Water District
Certificates of Participation 11.466 14,965,881
Coast Community College District Authority 30.084 6,089,812
Los Alamitos Unified School District 1.668 6,388
Huntington Beach Union High School District 65.963 494,722
Fountain Valley School District 28.501 1,067,362
Huntington Beach School District 95.119 404,255
Ocean View School District 92.454 73,963
City of Huntington Beach 100. 1,625,000 (1)
City of Huntington Beach Building Authorities 100. 44,549,851
City of Huntington Beach Community Facilities
District #1990-1 100. 2,400,000
City of Huntington Beach 1915 Act Bonds 100. 1.650.000
TOTAL GROSS DIRECT AND OVERLAPPING BONDED DEBT $123,514,827 (2)
Less: MWDOC Water Facilities Corporation
(100% self-supporting) 7.152.288
TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT $116,362,539
(1) Excludes certificates of participation to be sold.
(2) Excludes tax and revenue anticipation notes, revenue, mortgage revenue
and tax allocation bonds and non-bonded capital lease obligations.
Ratios to Assessed Valuation:
Direct Debt ($46.174.851) 0.44% _. ,
Total Gross Debt 1. 17%
Total Net Debt 1. 11%
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/90: $24,806,536
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. [S&Y L ' 183/OS DATED 8/02/91]
Financial Statements
The City is audited annually by an independent auditor. The City's general fund is
maintained on the modified accrual basis in conformance with the principles affirmed by the
National Council on Government Accounting.
The City's general fund balance sheet is presented in Table 6. Table 7 presents General
Fund revenues,expenditures, and fund balances for 1988/89 and 1989/90. For further
information on the City's financial condition,see "APPENDIX C --Fiscal Year 1989/90
Audited Financial Statements".
TABLE 6
CITY OF HUN lNGTON BEACH
General Fund.Balance Sheet
As of As of
Assets June 30. 1989 June 30, 1990
Cash and investments $21,279 $ 7,743
Cash with Fiscal Agent 224 --
Taxes Receivable 3,541 .. 2,985
Other Receivables 591 1,415
Interest Receivable 106 103
Inventory 263 284
Due from Other Funds 505 97
Advances to other funds 48,402 57,140
PERS Surplus -- 7,519
Deposits and Other Assets 13 0 --
Total Assets $74,924 $77,286
Liabilities and Fund Balance
Liabilities
Accounts payable $ 1,528 $ 2,046
Accrued liabilities 1,614 1,255
Deposits 701 346
Tax and Revenue Anticipation Note 5,000 --
Deferred Revenue 35.161 49.492
Total Liabilities - $44.004 $53.139
Fund Balance
Reserved
Reserved(for Other Fund Deficit $ -- $ 49
Reserved for Inventory 263 284
Reserved for Encumbrances 2,086 2,258
Reserved for Long-Term Receivables 13,241 15,155
Reserved for Capital Projects 11.453 5.213
Total Reserved Fund Equity $27,043 $22,959
Unreserved
Designated for. Future_Year's..Expenditures $ 486 , $ --
Undesignated 3,391 1,188
Total Designated 3,877 1,188
Total Fund Balance 30.920 24.147
Total Liabilities and Fund Equity $74.924 $77.286
Source: City of Huntington Beach audited financial statements.
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[S&Y I 183/OS DATED 8/02/91]
TABIE7
CITY OF HUNTINGTON BEACH
General Fund Revenues,Expenditures,and Fund Balances
1988/89 1989/90
Revenues -
Property Taxes $23,072 $26,061
Other Taxes 31,896 32,066
Licenses and Permits 3,650 3,402
Fines, Forfeitures and Penalties 2,458 2,256
From Use of Money and Property 6,530 4,032
From Other Agencies 8,542 8,979
Charges for Current Services 5,886 7,028
Other 1.077 351
Total Revenues $83,111 $84,047
Expenditures
Current:
City Council $ 113 $ 78
City Administrator 782 491
City Treasurer 320 414
City Attorney 415 744
City Clerk 170 275
Administrative Services 2,956 3,375
Community Development 2,110 2,515
Fire 12,722 14,148
Police 23,556 26,346
Economic Development -- 607
Community Services 16,505 18,102
Public Works 7,012 7,491
Non-Departmental 1,026 750
Capital Outlay
Debt Service:
Interest 228 112
Total Expenditures $75.387 $83.616
Excess (deficiency) of revenues over expenditures $ 7.724 $ 431
Other Financing Sources (Uses):
Operating Transfers In $ 1,291 $ 1,525
Sale of Public Cable TV Rights 6,191 --
Operating Transfers Out (2,170) (2,602)
Inventory Increase -- 21
Total Other Financing Sources (Uses) 5.312 (1.0561
Excess of Revenues and Other Sources
Over (Under) Expenditures and Other Uses $13.036 $ (625)
Fund Balances - Beginning of Year) $22,349 $29,543
Prior Period Adjustment -- 1,377
Fund Balance as Restated-Beginning of Year _.__ -__ _ $22.349_ $30.920
Residual Equity Transfers In 346 425
Residual Equity Transfers Out (4.811) (6.573)
Fund Balance - End of Year $30.920 $24.147
Source: City of Huntington Beach audited financial statements.
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•
[S&Y l 183/OS DATED 8/02/91]
Assessed Valuation
Assessed valuations within the City are established by the Orange County Assessor,except
for utility property,which is assessed by the State Board of Equalization.
Article XIII A of the State Constitution provides that, beginning with the 1978/79 fiscal
year,property taxes in the State of California are limited_to_one percent of cash value,except for
taxes to pay debt service on indebtedness approved by the electorate prior to July 1, 1978, or to
pay debt service on general obligation bonds approved by a two-thirds affirmative vote of the
electorate. Cash values must be based on values as of the 1975/76 fiscal year,except in the case
of newly-constructed property or property which undergoes a change in ownership which must
be valued as of the date of completion of construction or of change in ownership. Values may be
increased by up to two percent per year to reflect inflation,or may be reduced to reflect
decreases in the consumer price indices or declining property value caused by damage,
destruction or other factors.
The assessed valuations reflect an exemption which does not result in any loss of revenue to
•
the City,the Agency or other local taxing agencies.--Providing the owner files for the exemption, _ _
$7,000 of the valuation of an owner-occupied dwelling is exempt from ad valorem taxes. Tax
revenue lost as a result of the homeowner's exemption is reimbursed by the State of California
to local agencies based on the total taxes which would be due on the assessed valuation of the
property qualifying for these exemptions,without allowance for delinquencies.
For assessment and collection purposes,property is classified either as "secured" or
"unsecured", and is listed accordingly on separate parts of the assessment roll. The "secured
roll" is that part of the assessment roll containing State assessed property and property the taxes
on which are a lien on real property sufficient,in the opinion of the assessor,to secure payment
of the taxes. Other property is assessed on the "unsecured roll".
Tax Levies and Delinquencies
The Orange County Tax Collector collects property tax levies for each fiscal year on
taxable real and personal property which is situated in the County as of the proceding March 1.
Unsecured taxes are due on March1-or--each year_and become_delinquent August 31__One half of
the secured tax levy is due November 1, and becomes delinquent December 10; the second
installment is due February 1, and becomes delinquent April 10. A ten percent penalty is added
to any late installment. On June 30,delinquent properties are sold to the State.
Property owners may redeem properties sold to the State upon payment of delinquent taxes
and penalties. Such properties incur a redemption penalty of one and one-half percent (1%2%)of
the tax due per month. Properties may be redeemed under an installment plan by paying current
taxes,plus twenty percent (20%) of delinquent taxes for five (5)years. Interest accrues at one
and one-half percent(11/2%)per month on the unpaid balance. If no payments have been made
on delinquent taxes at the end of five fiscal years,the property is deeded to the State. Such
properties may thereafter be conveyed to the county tax collector to be sold at a public auction as
provided by law.
Supplemental Taxes
State legislation enacted in 1982 changed the date that property is valued because of an
ownership change or completion of construction.
Previously, the new valuation occurred on March 1 following the date of sale or date of
completion of construction. State law now requires that the County Assessor revalue property
immediately following a change of ownership or completion of construction.
-20
[S&Y] -2183/OS DATED 8/02/91]
A supplemental tax bill is then prepared for the balance of the fiscal year for any difference
in the previous value and the new value following a change of ownership or completion of
construction. For the period between March 1 and May 31, an additional tax bill must also be
prepared for the next fiscal year.
LIMITATIONS ON TAX REVENUES
Fiscal Impact of Proposition 13
California voters, on June 6, 1978, approved an amendment(commonly known as both
Proposition 13 and the Jarvis-Gann Initiative) to the California Constitution. This amendment,
which added Article XIIIA to the California Constitution, among other things, defines full cash
value to mean "the county assessor's valuation of real property as shown on the 1975/76 tax bill
under 'full cash value', or thereafter,the appraised value of real property when purchased,newly
constructed,or a change in ownership has occurred after the 1975 assessment". This full cash
-value may be increased at a rate not to exceed 2 percent per-year to account for inflation. The
amendment further limits the amount of any ad valorem tax on real property to 1 percent of the
full cash value except that additional taxes may be levied to pay indebtedness approved by the
voters on bonded indebtedness approved by two-thirds of the votes cast by the voters for a
proposition to issue bonded indebtedness.
The City and Agency have no power to levy and collect taxes. Any reduction in the tax rate
or the implementation of any constitutional or legislative property tax de-emphasis would reduce
tax revenues of the City and the Agency and, accordingly,would have an adverse impact on the
ability of the City to make Lease Payments and the ability of the Agency to make reimbursement
payments.
Beginning in the 1981-82 fiscal year, assessors in California no longer record property
values on the tax rolls at the assessed value of 25%of market value. All taxable property is now •
shown at full market value on the tax rolls. Consequently,the tax rate of$4.00 per$100 of
assessed value is now expressed as $1 per$100 of taxable value. In conformity with this
change, all taxable property-values for 1981-82 and thereafter_included-in.this Official Statement --are shown at 100% of value and all tax rates reflect the$1 per$100 of taxable value.
Challenges to Article XIIIA
In early 1990,the United states Supreme Court struck down as a violation of equal
protection certain property tax assessment practices in West Virginia,which had resulted in
vastly different assessments of similar properties. Since Article?MIA of the California
Constitution provides that property may only be reassessed up to 2%per year, except upon
change of ownership or new construction,recent purchasers may pay substantially higher
property taxes than long-time owners of comparable property in a community.-The Supreme
Court in the West Virginia case expressly declined to comment in any way on the
constitutionality of Article XIIIA. Based on this decision,however,property owners in
California brought three suits challenging the acquisition value assessment provisions of Article
XIIIA. Two cases involve residential property, and one case involves commercial property. In
all three cases, State trial and appellate courts have upheld the constitutionality of Article
XIIIA's assessment rules and concluded that the West Virginia case did not apply_to California's
laws. On June 3, 1991 the United States Supreme Court agreed to hear the appeal in the
challenge relating to commercial property,but the plaintiff subsequently decided to drop the
case. One additional appeal has recently been filed with the Supreme Court but has not yet been
acted upon. The Agency cannot predict whether the Supreme Court will hear the other appeals,
-21-
[S&Y 183/OS DATED 8/02/91]
and if so, how it will resolve the challenge to Article XIlIA. If the plaintiffs' contentions were
upheld, it is possible that property assessments would be substantially reduced for those who
purchased property after Article XIIIA was enacted. The Agency cannot predict the ultimate
effect any decision holding California's present system of property tax assessment
unconstitutional would have on Agency revenues.
Proposition 4
On November 6, 1979, California voters approved Proposition 4,the so-called Gann
Initiative,which added Article XIIIB to the California Constitution. The principal effect of
Article XIIIB is to limit the annual appropriations of the State and any city,county, school
district, authority or other political subdivision of the State to-the-level of appropriations for the
prior fiscal year, as adjusted for changes in the cost of living,population and services rendered
by the government entity. The "base year" for establishing such appropriation limit is the
1978-79 fiscal year and the limit is to be adjusted annually to reflect changes in population,
consumer prices and certain increases in the cost of services provided by these public agencies.
Appropriations subject to Article XIIIB include generally the proceeds of taxes levied by
the State or other entity of local government, exclusive of certain State subventions, refunds of
taxes, and benefit payments from retirement,unemployment insurance and disability insurance
funds. Proceeds of taxes include,but are not limited to, all tax revenues and the proceeds to an
entity of government from(1)regulatory licenses,user charges, and user fees (but only to the
extent such proceeds exceed the cost of providing the service or regulation), and(2)the
investment of tax revenues.
Article XIIIB includes a requirement that if an entity's revenues in any year exceed the
amounts permitted to be spent,the excess would have to be returned by revising tax rates or fee
schedules over the subsequent two years. While the tax rate is assumed to decline to one percent
of taxable value and remain constant in subsequent years, current law permits taxing entities
deriving revenues from the one percent rate to reduce their levies under certain circumstances. It
is the apparent intent of the law to insulate the other taxing entities and redevelopment agencies
from the affects of such reductions on their property tax revenues.
Effective September 30, 1980,the California Legislature added Section 33678 to the Law
which provided that the allocation of taxes to a redevelopment agency for the purpose of paying
principal of, or interest on,loans, advances, or indebtedness shall not be deemed the receipt by
such agency of proceeds of taxes levied by or on behalf of the agency within the meaning of
Article)(BIB, nor shall such portion of taxes be deemed receipt of taxes by, or an appropriation
subject to the limitation of, any other public body within the meaning or for the purpose of the
Constitution and laws of the State of California, including Section 33678 of the Law. The
constitutionality of Section 33678 has been upheld in two California appellate court decisions
Brown v. Community Redevelopment Agency of the City of Santa Ana and Bell Community
Redevelopment Agency v. Woolsey. The plaintiff in Brown petitioned the California Supreme
Court for a hearing of this case. The California Supreme Court formally denied the petition and
therefore the earlier court decisions are now final and binding. On the basis of these court
decisions, the Agency has not adopted an appropriations limit.
THE AGENCY
The Huntington Beach Redevelopment Agency was created under the provisions of
Ordinance No. 1285 of the City Council of the City of Huntington Beach, adopted January 16,
-22-
[S&Y 183/OS DATED 8/02/91]
1967,certified by the Secretary of State of the State of California(the "State")on February 16,
1968 and pursuant to the Community Redevelopment Law of the State commencing with
Section 33000 of the Health and Safety Code.
The City Council acts as the governing board of the Agency.
All powers of the Agency are vested in its seven members. Under the Community
Redevelopment Law,the Agency is a separate public body and exercises governmental functions
in executing duly adopted redevelopment projects. As such,the Agency has the authority to
acquire,develop, administer and sell or lease property, including the right of eminent domain,
the right to accept fmancial assistance from any source, and to issue bonds,notes or other
evidence of indebtedness, and expend their proceeds. The-Agency itself does not have the.power -
to levy taxes.
The Agency has designated five redevelopment "project areas" over which the Agency has
jurisdiction. The project areas include the Oakview Redevelopment Project Area,the Main-Pier
Project Area,the Yorktown Lake Redevelopment Project Area, the Talbert-Beach
Redevelopment Project Area and the.Huntington Center Project Area.
The Project is located in the Talbert-Beach Redevelopment Project Area which includes
approximately 251 acres. In addition to the 164 senior units to be developed through this
financing,the balance of such project area has been developed with 60 market rate
condominiums,96 senior citizen condominiums, an additional 48 units of senior rental housing,
and 5 acres of light industrial.
Agency revenues are not pledged to pay or assist in the payment of the Lease Payments for
the Project.
APPROVAL OF LEGAL PROCEEDINGS -
The legality of the sale, execution and delivery of the Certificates is subject to the approval
of Jones Hall Hill& White,A Professional Law-Corporation, San Francisco, California, acting
as Special Counsel. A copyof such legal opinion will be printed on each Certificate and is
included herein as Appendix D.
ABSENCE OF LITIGATION
At the time of delivery of and payment for the Certificates,the Agency and the City will
certify that there is no action,suit,proceeding, inquiry or investigation, at law or in equity,
before or by any court or regulatory agency, against the Agency or the City affecting their
existence or the titles of their respective offices or seeking to restrain or to enjoin the sale or
delivery of the Certificates,the application of the proceeds thereof in accordance with the Trust
Agreement, or in any way contesting or affecting the validity or enforceability of the
Certificates, the Trust Agreement, the Lease Agreement,the Assignment Agreement,
Reimbursement Agreement,the Site Lease or any action of the Agency or City contemplated by
any of said documents, or in any way contesting the completeness or accuracy of this Official
Statement or any amendment or supplement thereto, or contesting the powers of the Agency or
City or their authority with respect to the Certificates or any action of the Agency or City
contemplated by any of said documents,nor,to the knowledge of the Agency or City, is there
any basis therefor.
-23-
[S&Y 183/OS DATED 8/02/91]
TAX MATTERS
In the opinion of Jones Hall Hill&White,A Professional Law Corporation, San Francisco,
California,Special Counsel,subject,however, to the qualifications set forth below,under
existing law,the portion of the Lease Payments designated as and comprising interest and
received by the Owners of.the Certificates is excluded from gross income for federal income tax
purposes, such interest is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations,provided,however,that for the purpose
of computing the alternative minimum tax imposed on such corporations (as defined for federal
income tax purposes),such interest is taken into account in determining certain income and
earnings.
The opinions set forth in the preceding paragraph are subject to the condition that the City
complies with all requirements of the Code that must be satisfied subsequent to the delivery of
the Lease Agreement in order that such interest be, or continue to be,excluded from gross
income for federal income tax purposes. The City has covenanted to comply with each such
requirement. Failure to comply with certain of such requirements may cause the inclusion of
such interest in gross income for federal income tax purposes to be retroactive to the date of
delivery of the Lease Agreement. Special Counsel expresses no opinion regarding other federal
tax consequences arising with respect to the Lease Agreement and the Certificates.
Prospective purchasers of the Certificates should be aware that,under existing law, for the
purpose of computing the 20 percent federal alternative minimum tax imposed on corporations
for a taxable year beginning in 1989, an amount equal to 50 percent of the amount by which
adjusted next book income exceeds alternative minimum taxable income is added to alternative
minimum taxable income, and for taxable years beginning after 1989, an amount equal to
75 percent of the amount by which adjusted current earnings exceed alternative minimum
taxable income is added to alternative minimum taxable income. Interest otherwise excluded
from gross income, such as interest payable with respect to the Certificates, is included in
adjusted net book income and in adjust current earnings.
Prospective purchasers of the Certificates should also be aware that (i) section 265 of the
Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry
the Certificates or, in the case of a fmancial institution,that portion of the Owner's interest
expense allocated to interest payable with respect to the Certificates, (ii)with respect to
insurance companies subject to the tax imposed by section 831 of the Code, section
832(b)(5)(B)(i)reduces the deduction for loss reserves by 15 percent of the sum of certain items,
including interest on the Certificates, (iii)for taxable years beginning before January 1, 1992,
interest on the Certificates earned by some corporations could be subject to the environmental
tax imposed by section 59A of the Code, (iv) interest on the Certificates earned by certain
foreign corporations doing business in the United States could be subject to a branch profits tax
imposed by section 884 of the Code, (v)passive investment income,including interest on the
Certificates,may be subject to federal income taxation under section 1375 of the Code for
Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable
year if greater than 25% of the gross receipts of such Subchapter S corporation is passive
investment income and(vi) section 86 of the Code requires recipients of certain Social Security
and certain Railroad Retirement benefits to take into account, in determining the taxability of
such benefits,receipts or accruals of interest on the Certificates.
-24-
[S&Y 183/OS DATED 8/02/91]
On March 21, 1991, Congressman Donnelly introduced H.R. 1552(the "Bill") in the United
States House of Representatives. The Bill provides that,in the case of taxpayers who are
individuals,no deduction is allowable for the portion of the taxpayer's itemized deductions
which is allocable to tax-exempt interest. Such portion is an amount which bears the same ratio to the individual taxpayers' total amount of deductions as the amount of tax-exempt interest
received or accrued by the taxpayer in the taxable year bears to the sum of such tax-exempt
interest plus the adjusted gross income of_the taxpayerfor the taxable year. This provision, if
enacted,would apply to taxable years beginning after the date of enactment without regard to the
date of issuance of the tax-exempt obligations and, as a consequence,would apply to interest on
the Certificates which is received or accrued by an individual taxpayer in taxable years
beginning after the date of enactment of the Bill.
In the further opinion of Special Counsel,interest payable with respect to the Certificates is
exempt from California personal income taxes.
RATING
Moody's Investors Service have given the 1991 Refunding Certificates a rating of" ".
An explanation of the significance of such rating may be obtained only from Moody's. The
Agency furnished Moody's certain information and materials. Generally,rating agencies base
their ratings on such information and materials,and,in addition,on investigations, studies and - —-- --
assumptions made by the rating agencies themselves. There is no assurance that the rating
mentioned above will continue for any given period of time or that it may not be lowered or
withdrawn entirely by Moody's, if in its judgment circumstances so warrant. Any such
downward change or withdrawal of any such rating may have an adverse effect on the market -
price of the 1991 Refunding Certificates.
UNDERWRITING
The Certificates will be purchased by Stone &Youngberg as underwriter(the
"Underwriter"),under a Purchase Contract dated (the "Purchase Contract"),
pursuant to which the-Underwriter agrees to purchase all of the Certificates for an_aggregate
purchase price of$ ,less an original issue discount of$ , plus
accrued interest from September 1, 1991 to the delivery date thereof.
The initial public offering prices stated on the cover of this Official Statement may be
changed from time to time by the Underwriter. The Underwriter may offer and sell the
Certificates to certain.dealers (including dealers depositing Certificates into investment trusts),
dealer banks,banks acting as agents and others at prices lower than said public offering prices.
MISCELLANEOUS
Insofar as any statements made in this Official Statement involve matters of opinion or of
estimates, whether or not expressly stated, they are set forth as such and not as representations of
fact. No representation is made that any of such statements made will be realized. Neither this
Official Statement nor any statement which may have been made verbally or in writing is to be
construed as a contract with the owners of the Certificates.
-25-
[S&Y -2 183/OS DATED 8/02/91]
The execution and delivery of this Official Statement have been duly authorized by the City.
CITY OF HUNTINGTON BEACH
By Mike Uberuaga
City Administrator
-26-
[S&Y C 183/OS DATED 8/02/91]
APPENDIX A
CHARACTERISTICS OF THE-CITY AND AREA -
The following information is presented as general background data. The Certificates are
payable solely from Lease Payments made by the City of Huntington Beach and other sources as
described herein. The taxing power of the City of Huntington Beach,the State of California or
any political subdivision thereof is not pledged to the payment of the Certificates. See"THE
CERTIFICATES".
Introduction
The City of Huntington Beach is a coastal community of 27.7 square miles located_ --
approximately 35 miles south of Los Angeles in Orange County. Lying equidistant between
Ventura and San Diego,the City has_direct access to a market-area of almost 12 million people.
The City was incorporated on February 17, 1909. Huntington Beach is a charter city. Its
first charter was adopted in May, 1937, and revised in November, 1982.
The City is primarily a residential community with a balance of commercial and industrial
activities. Some of the City's diverse land uses include oil production,the Huntington Beach
Mall, a Southern California Edison electrical power plant, and a municipal pier. Huntington
Beach has an extensive transportation network,excellent education and health services, and
abundant recreation facilities --notably, its public beaches. - --
Huntington Beach enjoys a mild Mediterranean-like climate. Prevailing ocean breezes
provide clean, clear air,warm sunny days and cool, crisp nights. Summer temperatures range- - - -
from 75 to 80 degrees,while winter days are 60 to 70 degrees. Yearly rainfall is approximately
12 inches and humidity averages 65%. The City's nine-miles of public beaches-attract-many - - - -
visitors throughout the year.
Population
For several years during the 1970's,Huntington Beach was one of the fastest growing cities
in the United States. Results of the 1980 census indicated Huntington Beach's population was
172,200, an increase of approximately 47 percent from the 1970 results. The City is currently
the third largest in the County with a population of 181,519-according to the 1990 census.
A-1
• [S&Y I- 1183/OS DATED 8/02/91]
TABLE A-1
CITY OF HUNTINGTON BEACH AND ORANGE COUNTY
Population
City Population
Percent Square Orange County as a Percent of
Year Population Increase Miles Population County Population
1910 815 3.57 34,436 2.3%
1920 1,687 107.0% 3.57 61,375 2.7%
1930 3,690 118.0% 3.57 118,647 3.1%
1940 3,738 1.3% 3.57 130,760 2.8%
1950 5,158 38.0% 4.72 216,224 2‘.4%
1960 11,492 122.8% 23.47 703,925 1.6%
1970 116,400 912.9% 26.73 1,420,386 8.2%
1980 172,200 47.9% 27.20 1,931,570 8.9%
1990 181,519 5.4 27.20 2,410,668 7.5%
Sources: Department of Community Development, City of Huntington Beach.
Employment and Industry
In the early 1900's, oil production brought many new settlers into the area, giving it a sound
economic base on which to grow. Today, oil continues to remain a significant industry in the
City. More than 20,000 barrels a day are produced from wells in Huntington Beach. Oil
interests continue to contribute more than$4 million to the City each year in taxes,permits and
fees. -
Close to 400 companies moved into Huntington Beach over the last four years,bringing
3,000 new jobs and continuing the industrial growth that has attracted close to 900 firms to the
City. These fmns employ over 40,000 workers in the businesses ranging from the highly
sophisticated space technology of McDonnell Douglas Astronautics Company to the diversity of
craft industries making surf boards,pottery and stained glass.
The two areas zoned for industrial development are the Northwestern Industrial Complex
and the Gothard Street Industrial Corridor. Predominant uses of the Northwestern Industrial
Complex include light manufacturing,warehousing and some support commercial. This area's
principal products are space technology, computer hardware and software, metal fabrication,
electronic components,medical supplies,precision instruments and oil field equipment. The
Gothard Street Industrial Corridor contains numerous 10 to 20 acre-industrial parks and hosts a
wide variety of light manufacturing,warehousing and research development firms.
A-2
[S&Y : 183/OS DATED 8/02/91]
The City of Huntington Beach is part of the Orange County Metropolitan Statistical Area.
Set forth below are two tables presenting certain information relating to employment and
unemployment in that Area.
Table A-2
WAGE AND SALARY EMPLOYMENT BY INDUSTRY(A) -
Anaheim-Santa Ana MSA
1988-1992 Annual Averages(G)
(in thousands)
Forecast Forecast
1988 1989 1990 1992
Total , All Industries 1157.6 1203.9 1246.3 1312.6
Agriculture, Forestry, Fisheries (B)(C) 8.2 8.0 8.0 7.9
Nonagricultural Total 1149.4 1196.0 1238.3 1305.2
Nonagricultural Goods Producing
Industries 327.9 333.4 339.0 346.1
Mining 1.4 1.4 1.4 1.4
Construction (D) 67.6 73.0 76.0 80.5
Manufacturing 258.9 259.1 261.6 264.2
Nondurable Goods 67.4 70.6 74.1 78.5
Durable Goods - . 191.5 188.5 186.6 184.1
Nonagricultural Service Producing
Industries 821.6 862.6 899.3 959.1
Transportation and Public Utilities 34.2 34.4 34.7 35.2
Trade 286.9 303.2 319.1 343.1
Wholesale Trade 71.6 77.5 82.5_ 90.0
Retail Trade 215.2 225.6 236.6 253.1
Finance, Insurance & Real Estate 93.7 95.4 97.2 100.2
Services 289.0 308.4 323.4 349.3
Government (E) 117.8 121.2 124.9 131.3
Federal 15.9 16.2 16.8 17.2
State & Local (F) 101.9 105.0 108.1 114.1
(A) - Does not include proprietors,the self-employed,:unpaid volunteers or family workers,
domestic workers in.households, and persons in labor management disputes. Employment
reported by place of work. March 1989 benchmark.
(B) Does not include farmers and unpaid family workers.
(C) Agricultural services, forestry and fishing--definition changed to exclude veterinary, other
animal,landscape and horticultural services (SIC 074, 075, 078).
(D) Includes employees of construction contractors and operative builders; does not include
force-account or government construction workers.
(E) Includes all civilian employees of federal, state and local governments regardless of the
activity in which the employee is engaged.
(F) Includes all employees of state and local public schools.
(G) Detail may not add to totals due to independent rounding.
A-3
[S&Y : 183/OS DATED 8/02/91]
Civilian Labor Force,Employment,and Unemployment
Orange County Metropolitan Statistical Area
1989-1991
2nd Quarter
1989 1990 1991
Civilian Force 1,398,500 1,393,900 1,357,400
Employment 1,358,000 1,336,800 1,294,800
Unemployment 40,500 57,100 62,600
Unemployment Rate 2.9% 4.1% 4.6%
Source: California Employment Development Department
TABLE A 3
CITY OF HUNTINGTON BEACH _
Largest Employers, 1990
Company Industry
McDonnell Douglas Corporation Aircraft
Golden West College Education
City of Huntington Beach City
Pacifica Hospital Health Care
Humana Hospital Health Care
Southern California Edison Utility -
J.C. Penney Co. Retail
The Broadway Retail
Montgomery Ward Retail
Source: Huntington Beach, Public Information Office
Commercial Activity
The variety of commercial locations ranges form small neighborhood convenience centers
to the community's regional mall, Huntington Beach Mall, at Beach Boulevard and the San
Diego Freeway and the mixed use Guardian Centre. Beach Boulevard offers six miles of
commercial uses, including thirteen major automobile dealerships, numerous specialty centers
and many restaurants.
1990 marked the beginning of a new era for the City's downtown core area. More than
$500 million of development is fuushed, under construction or in the planning stages in this
area. This exciting combination of residential,retail and office space is positioning Huntington
Beach for steady growth in the years to come. Projects which have recently been completed
include:
• The Waterfront Hilton
A 293-room, first class hotel includes an upscale restaurant, deli, coffee shop,
entertainment lounge, 6000 sq. ft. ballroom, meeting rooms, a fitness exercise room, a
pool and a spa.
A-4
[S&Y -2 183/OS DATED 8/02/91]
• Pierside Pavillon&Huntington Pier Colony
Six plex movie theater,retail and restaurant space, office space, and 130 condominium
units.
• Town Square
Retail and residential complex. Includes 16 town homes,73 condominiums and
10,000 sq. ft. of retail space.
• Main Promenade
Project.includes a five-level parking structure and 32,000 sq. ft. of commercial/retail
space.
In addition to these completed projects,the City is vigorously pursuing a host of other
top-quality developments aimed at revitalizing the downtown area. These include the
construction of a mixed-use retail and residential development; a remodeling of older buildings
including the City's historic post office, and transformation of an existing structure into the new
Huntington Beach Art Center. The demolition and reconstruction of the Huntington Beach Pier
is expected to begin shortly and be finished in 1992.
Table A-4 sets forth State of California statistics on commercial activity in the City for the
past seven calendar years.
TABLE A-4
CITY OF HUNTINGTON BEACH -
Total Taxable Transactions and Number of Sales Permits
(in thousands of dollars)
Total Taxable Issued Sales Increase in
Year Retail Sales Transactions Permits Total Sales
1981 $ 743,217 $ 905,201 4,521 --
1982 750,405 923,123 5,027 2.0%
1983 886,921 1,043,898 5,265 13.1
1984 1,013,546' • 1,212,802 5,537 16.2
1985 1,137,845 1,348,247 5,656 11.2
1986 1,212,666 1,455,290 6,041 7.9
1987 1,277,401 1,544,775 6,263 6.1
1988 1,229,134 1,521,595 6,314 .8
1989 1,331,553 1,629,149 6,248 7.1
Through
3rd Qtr.
1990 910,642 1,122,570 6,303 N.A.
Source: State Board of Equalization,Taxable Sales in California.
A-5
[S&Y 1. ; 183/OS DATED 8/02/91]
TABLE A-5
CITY OF HUNTINGTON BEACH
Building Permit Valuation
1985 1986 1987 1988 1989 1990
Residential
Single 25,641 43,816 51,053 141,741 37,509 15,432
Multi 26,155 32,759 32,431 40,965 22,852 10,666
Add/Alt 6.067 8.710 10.143 10.762 13.349 12.615
Total 57,863 85,285 93,627 193,468 73,710 38,763
Nonresidential
Comm 46,201 32,501 7,263 27,489 31,674 8,294
- Industrial 18,125 11,553- 12,407 5,350 4,240 2,815
Other 4,132 3,078 3,071 4,643 3,667 3,736
Add/Alt 14,644 15.730 19.087 12.453 15.446 12.629
Total 83,102 62,863 41,828 49,936 55,027 27,475
Total Val . 140,965 148,148 135,455 243,403 128,737 66,238
# New Units
Single 231 383 402 865 226 90
Multi 647 595 564 544 2.61 114
Total 878 978 966 1,409 493 204
Transportation
The community has excellent vehicle access to the surrounding region via Pacific Coast
Highway (State Highway 1),Beach Boulevard(State Highway 39) and the San Diego Freeway
(Interstate 405). Besides these primary routes, the City is also served by a grid system of major
north-south and east-west arterial streets that allow easy access in all directions.
Huntington Beach residents,businesspeople and visitors are just minutes away from both
John Wayne and Long Beach Airports,Long Beach Harbor and Santa Ana's Amtrak Station.
Los Angeles International and Ontario International Airports are less than an hour's drive away
from Huntington Beach.
Education and Health Care
The Huntington Beach public school system provides instruction in basic skills, and
advanced instruction in specialized areas at both the elementary and high school levels.
Individual education is also emphasized.
Two community colleges are located in Huntington Beach. Golden West and Coastline
Colleges offer day and evening classes leading to degrees and certificates in all standard
subjects. Golden West College has an enrollment approaching 50,000, and is also the home of
KOCE, Orange County's public broadcasting television station. Coastline College schedules it
courses at various times during the day, in the evenings, and on weekends for the convenience of
its students. The community is also close to a number of other colleges and universities in
nearby cities. The University of California in Irvine and the California State Universities at
Long Beach and Fullerton are all within one-half hour driving time.
A-6
[S&Y I : 183/OS DATED 8/02/91]
Local health care is provided by two full-service, acute-care hospitals and numerous clinics,
health-maintenance organizations, convalescent hospitals and other medical facilities. Humana
Hospital and Pacifica Community Hospital together provide over 250 beds and offer the latest in
sophisticated diagnostic techniques, fully equipped emergency rooms and clinical laboratories,
as well as special facilities for intensive care, coronary care,pediatrics,orthopedics.and
outpatient care. Humana Hospital serves as headquarters for City paramedic training and is the
base hospital for paramedic calls. Pacifica Community is the center of an extensive
medical-hospital complex that contains their renowned non-profit Cancer Detection Center
which provides low-cost screening on an out-patient basis as a public service to the community.
Huntington Beach has over 300 practicing doctors, dentists,optometrists,chiropractors,physical
therapists and other medical professionals located conveniently throughout the City.
Recreation
Huntington Beach has the Pacific Ocean as its primary natural resource. Nine miles of
public beaches and one of the best surfs in the world bring nearly 10 million visitors.into the
community each year. In addition to surfmg, swimming and boating,the beach area has paved
trails exclusively for bicyclists and joggers,volleyball courts and barbeques for cookouts.
The City's public beaches are not the only places for recreation in Huntington Beach. The
community enjoys over 50 parks,each with a variety of recreational facilities. Central Park,the
City's largest inland recreation area, offers an equestrian center and miles of riding trails,lakes
for fishing and boating,jogging and physical fitness courses, and a variety of well maintained
ball fields, courts and playgrounds. Other recreational amenities within the City's Public Park
System include two golf courses, 72 tennis courts, five swimming pools and a boating marina.
Recreational programs and-other activities for children, adults and families are conducted.in
three dozen parks throughout the year. Softball,baseball; soccer,volleyball, football and other
organized league sports are offered for children and adults at various times of the year.
Community centers are maintained at many local parks where activities are organized and
information is disseminated. They host a wide variety of recreational and_educational classes
and serve as meeting places for various community groups. _Many other community facilities
are located in or adjacent to the local parks, such as the Central Library and Cultural Resource
Center within Central Park.
Other major private or commercial recreational facilities in Huntington Beach include two
country clubs, aerobic centers,equestrian centers, a bowling alley,movie theaters and a
community playhouse. Nearby are many regional tourist attractions,including Disneyland,
Knott's Berry Farm,Anaheim Stadium, Los Alamitos Race Track,the Queen Mary,Lion
Country Safari and others.
A-7
• [S&Y C 183/OS DATED 8/02/91]
APPENDIX A
Summary of Legal Documents
A-1
[S&Y -2 183/OS DATED 8/02/91]
APPENDIX B
Characteristics of the City and Area
B-1
[S&Y 183/OS DATED 8/02/91]
APPENDIX C
Fiscal Year 1989/90 Audited Financial Statements
C-1
[S&Y 183/OS DATED 8/02/91]
APPENDIX D
Form of Special Counsel Opinion
D-1
j
4.20Tv
ik 12„
CITY OF HUNTINGTON BEACH
1991 REFUNDING CERTIFICATES OF PARTICIPATION
(Emerald Cove Senior Citizens Housing Project)
PURCHASE AGREEMENT
, 1991
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Ladies and Gentlemen:
The undersigned (the "Underwriter"), offers to enter into this purchase
agreement (the "Purchase Agreement") with the City of Huntington Beach which
will be binding upon the City and the Underwriter upon the acceptance hereof by
the City subject to the provisions hereof. This offer is made subject to its
acceptance by the City by execution of this Purchase Agreement and its delivery to
the Underwriter on or before 5:00 p.m., California time on the date hereof. All
terms used herein and not otherwise defined shall have the meanings given to such
terms in the Trust Agreement (as those terms are hereafter defined).
1. Purchase and Sale. Upon the terms and conditions and upon the basis of
the representations, warranties and agreements hereinafter set forth, the
Underwriter hereby agrees to purchase for offering to the public all (but not less
than all) of the City's Refunding Certificates of Participation (the "Certificates") at
a purchase price equal to $ being the aggregate principal amount thereof
less an underwriter's discount of$ , plus accrued interest with respect to the
Certificates from , 1991 to the date of Closing (as hereafter defined).
2. Description of the Certificates. The Certificates shall be delivered
pursuant to the Trust Agreement dated as of , 1991, the First Amended and
Restated Lease Agreement dated as of , 1991, and the Assignment
Agreement dated as of , 1991 (collectively, the "Agreements '). The
Certificates shall be as described in the Agreements and the Official Statement
relating to the Certificates (which, together with all exhibits and appendices
included therein or attached thereto and such amendments or supplements thereto
which shall be approved by the Underwriter, is hereinafter called the "Official
Statement").
Public Offering. The Underwriter agrees to make a bona fide public
3. eying gr'
offering of all the Certificates initially at the public offering prices (or yields) set
forth on Appendix A attached hereto and incorporated herein by reference.
Subsequent to the initial public offering, the Underwriter reserves the right to
change the public offering prices (or yields) as it deems necessary in connection -with the marketing of the Certificates, provided that the Underwriter shall not
change the interest rates set forth on Appendix A._ The Certificates may be offered_ _
and sold to certain dealers at prices lower than such initial public offering prices.
4. Delivery of Official Statement. The City has delivered or caused to be
delivered to the Underwriter prior to the execution of the Purchase Agreement or
the first offering of the Certificates, whichever -first occurs, copies of the
Preliminary Official Statement dated , 1991, relating to the Certificates (the
("Preliminary Official Statement"). Such Preliminary Official Statement is the
Official Statement deemed final by the City for purposes of Rule 15c2-12 under the
Securities Exchange Act of 1934 (the "Rule") except for certain omissions permitted
by the Rule, and is approved for distribution by resolution of the City. The City
-- - shall have executed and delivered to the Underwriter a certification to such effect .. .............--
in the form attached hereto as Appendix B.
Within seven (7) business days from the date hereof, the City shall deliver to
the Underwriter a final Official Statement, executed on behalf of the City by an
authorized representative of the City and dated the date of delivery thereof to the
Underwriter, which shall include information permitted to be omitted by
paragraph (b)(1) of the Rule and with such other amendments or supplements as
shall have been approved by the City and the Underwriter (the "Final Official
Statement"). The Preliminary Official Statement and the Final Official Statement,
including the cover pages, the appendices thereto and all information incorporated
therein by reference are hereinafter referred collectively to as the "Official
Statement". The Underwriter agrees that it will not confirm the sale of any
Certificates unless the confirmation of sale is accompanied or preceded by the
delivery of a copy of the Final Official Statement.
5. The Closing - At 8:00 a.m., California time, on , 1991, or at such
other time or on such earlier or later business day as_shall have been mutually
agreed upon by the City, the Authority and the Underwriter, the City will deliver
or cause to be delivered (i) the Certificates in definitive form to the Underwriter in-_
such place as the Underwriter shall request, and (ii) the closing documents
hereinafter mentioned at the offices of Jones Hall Hill & White, in San Francisco,
California or another place to be mutually agreed upon by the City, and the
Underwriter. The Underwriter will accept such delivery and pay the purchase
price of the Certificates as set forth in Section 1 hereof in immediately available
funds paid to the order of the City. This payment and delivery, together with the
delivery of the aforementioned documents, is herein called the "Closing". The
Certificates will be delivered in such denominations and deposited in the account or
accounts specified by the Underwriter pursuant to written notice not later than five
business days prior to Closing. The Certificates will be made available to the
Underwriter for inspection and packaging not less than 48 hours prior to the
Closing.
If the Underwriter either fails to accept and pay for the Certificates upon
tender thereof at the Closing as herein provided or to satisfy the conditions set
forth and required under this Purchase Agreement (other than for a reason
-2-
permitted hereunder), the Underwriter shall pay to the City $50,000 as and for full
liquidated damages for such failure and for any and all defaults hereunder on the
part of the Underwriter, and such remedy shall be the sole remedy of the City and
shall constitute a full release-and discharge of all claims and damages for such
failure and for any and all such defaults. - - -- -
6. City Representations, Warranties and Covenants. The City represents,
warrants and covenants to the Underwriter that:
(a) Due Organization, Existence and Authority. The City is a charter
city, duly organized and existing under the laws of the State of California, with
full right, power and authority to enter into the First Amended and Restated
Lease Agreement ("the Lease Agreement") and to execute, deliver and perform
its obligations under this Purchase Agreement, and to carry out and
consummate the transactions contemplated by this Purchase Agreement and
the Official Statement.
_(b). Due Authorization and Approval. -By all-necessary-official action, the
City has duly authorized and approved the sale and delivery of the Certificates
to the Underwriter, such authorizations and approvals are in full force and
- effect and have not been amended, modified or rescinded. When executed and
delivered, the Agreements and this Purchase Agreement will constitute the
legally valid and binding obligations of the City enforceable in accordance with
their respective terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or affecting creditors' rights generally. The
City has complied, and will at the Closing be in compliance in all respects, with
the terms of this Purchase Agreement and with the Trust Agreement and the
Lease Agreement (the "City Documents").
(c) Official Statement Accurate and Complete. The Preliminary Official
Statement was as of its date, and the Official Statement is, and at all time
subsequent to the date of the Official Statement up-to and including the
Closing will be, true and correct in all material respects, and the Preliminary
Official Statement and the Official Statement contain and up to and including
- th Closingwill contain no misstatement of any material fact and do not, and up
to and including the Closing will not, omit any statement necessary to make
the statements contained therein, in the light of the circuffistances in which
such statements were made, not misleading. -
(d) Underwriter's Consent to Amendments and Supplements to Official
Statement. The City will advise the Underwriter promptly of any proposal to
amend or supplement the Official Statement and will not effect or consent to
any such amendment or supplement without the consent of the Underwriter,
which consent will not be unreasonably withheld.
The City will advise the Underwriter promptly of the institution of any
proceedings known to it by any governmental agency prohibiting or otherwise
affecting the use of the Official Statement in connection with the offering, sale
or distribution of the Certificates.
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(e) No Breach or Default. As of the time of acceptance hereof and as of
the time of the Closing, except as otherwise disclosed in the Official Statement,
the City is not and will not be in breach of or in default under any applicable
constitutional provision, law or administrative rule or regulation of the State
Or the United States, or any applicable judgment or decree or any trust
agreement, loan agreement, bond, note, resolution, ordinance, agreement or
other instrument to which the City is a party or is otherwise subject, and no
event has occurred and is continuing which, with the passage of time or the
giving of notice, or both, would constitute a default or event of default under
any such instrument; and, as of such times, except as disclosed in the Official
Statement, the authorization, execution and delivery of the City Documents
and compliance with the provisions of each of such agreements or instruments
do not and will not conflict with or constitute a breach of or default under any
applicable constitutional provision, law or administrative rule or regulation of
the State or the United State, or any applicable judgment, decree, license,
permit, trust agreement,-loan agreement, bond, note,-resolution, ordinance,
agreement or other instrument to which the City (or any of its officers in their .
-respective capacities as-such) is subject, or by which it_or_any of its properties
is bound, nor will any such authorization, execution, delivery or compliance
result in the creation or imposition of any lien, charge or other security interest
or encumbrance of any nature whatsoever upon any of its assets or properties
or under the terms of any such law, regulation or instrument, except as may be
provided by the City Documents.
(f) No Litigation. As of the time of acceptance hereof and the Closing,
except as disclosed in the Official Statement, no action, suit, proceeding,
inquiry or investigation,-at law or in equity, before or by any court, government
agency, public board or body, pending or to the best knowledge of the City,
threatened (i) in any way questioning the corporate existence of the City or the
titles of the officers of the City to their respective offices; (ii) affecting,
contesting or seeking to prohibit, restrain or enjoin the execution or delivery of
any of the Certificates, or the payment or collection of any amounts pledged or
to be pledged to pay the principal and interest with respect to the Certificates,
or in any way contesting or_affecting the validity of the Certificates or the City
Documents or the consummation of the transactions contemplated thereby, or
contesting the exclusion of the interest with respect to the Certificates from _
taxation or contesting the-powers of the City; (iii) which may result in any .
material adverse change—relating to the City; or (iv) contesting the
completeness or accuracy of the Preliminary Official or the Official Statement
or any supplement or amendment thereto or asserting that the Preliminary
Official Statement or the Official Statement contained any untrue statement of
a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and there is no
basis for any action, suit, proceeding, inquiry or investigation of the nature
described in clauses (i) through(iv) of this sentence.
(g) Preliminary Official Statement. For purposes of the Rule, the City
has heretofore deemed final the Preliminary Official Statement prior to its use
and distribution by the.Underwriter, except for the information specifically
permitted to be omitted by paragraph (b)(1) of the Rule.
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7. Closing Conditions. The Underwriter has entered into this Purchase
Agreement in reliance upon the representations, warranties and covenants here
and the performance by the Authority and the City of their respective obligations
hereunder, both as of the date hereof and as of the date of the Closing. The
Underwriter's obligations under this Purchase Agreement to purchase and pay for
the Certificates shall be subject to the following additional conditions:
(a) Bring-Down Representation. The representations, warranties and
covenants of the City contained herein shall be true, complete and correct at
the date hereof and at the time of the Closing, as if made on the date of the
Closing.
(b) Executed Agreements and Performance Thereunder. At the time of
the Closing (i) the documents shall be in full force and effect, and shall not
have been amended, modified or supplemented except with the written consent
of the Underwriter and (ii) there shall be in full- force and effect such
resolutions (the "Resolutions") as, in the opinion of Jones Hall Hill & White,
("Special Counsel"), shall be necessary in connection with the.transactions
contemplated by this Purchase Agreement, the Official Statement, and the
documents.
(c) Termination Events. The Underwriter shall have the right to
terminate this Purchase Agreement, without liability therefor, by notification
to the Authority and the City if at any time at or prior to the Closing:
(i) any event shall occur which causes any statement contained in
the Official Statement to be materially misleading or results in a failure
of the Official Statement to state a material fact necessary to make the
statements in the Official Statement, in the light of the circumstances
under which they were made, not misleading; or
(ii) the marketability of the Certificates or the market price thereof,
in the opinion of the Underwriter, has been materially adversely affected
by an amendment to the Constitution of the United States or by any
legislation in or by the Congress of the United States or by the State, or
the amendment of legislation pending as of the date of this Purchase
Agreement in the Congress of the United States, or the recommendation
to Congress or endorsement for passage (by press release, other form of
notice or otherwise) of legislation by the President of the United States,
the Treasury Department of the United States, the Internal Revenue
Service or the Chairman or ranking minority member of the Committee
on Finance of the United States Senate or the Committee on Ways and
Means of the United States House of Representatives, or the proposal for
consideration of legislation by either such Committee or by any member
thereof, or the presentment of legislation for consideration as an option by
either such Committee, or by the staff of the Joint Committee on Taxation
of the congress of the United States, or the favorable reporting for
passage of legislation to either House of the Congress of the United States
by a Committee of such House to which such legislation has been referred
for consideration, or any decision of any Federal or State court or any
ruling or regulation (final, temporary or proposed) or Official Statement
on behalf of the United States Treasury Department, the Internal
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Revenue Service or other federal or State authority materially adversely
affecting the federal or State tax status of the Agency, or the interest on
the certificates or notes or obligations of the general character of the
Certificates; or -
(iii) any legislation, ordinance, rule or regulation shall be
introduced in, or be enacted by any governmental body, department or _
agency of the State, or a decision by any court of competent jurisdiction
within the State or any court of the United States shall be rendered
which, in the reasonable opinion of the Underwriter, materially adversely
affects the market price of the Certificates; or
(iv) legislation shall be enacted by the Congress of the United
States, or a decision by a court of the United States shall be rendered, or
a stop order, ruling, regulation or official statement by, or on behalf of,
the Securities and Exchange Commission or any other-governmental
agency having jurisdiction of the subject matter shall be issued or made
to the effect that the issuance, offering or sale of obligations of the general
character of the Certificates, or the issuance, offering or sale of the
Certificates, including all underlying obligations, as contemplated hereby
or by the Official Statement, is in violation or would be in violation of, or
that obligations of the general character of the Certificates, or the
Certificates, are not exempt form registration under, any provision of the
federal securities laws, including the Securities Act of 1933, as amended
and as then in effect, or that the Trust Agreement needs to be qualified
under the Trust Indenture Act of 1939, as amended and as then in effect;
or
(v) additional material restrictions not in force as of the date hereof
shall have been imposed upon trading in securities generally by any
governmental authority or by any national securities exchange which -
restrictions materially adversely affect the Underwriter's ability to trade
the Certificates; or
(vi) a general banking moratorium shall have been established by
federal or State authorities; or -
(vii) the United States has become engaged in hostilities which
have resulted in a declaration of war or a national emergency or there has
occurred any other outbreak of hostilities or a national or international
calamity or crisis, financial or otherwise, the effect of such outbreak,
calamity or crisis on the financial markets of the United States, being
such as, in the reasonable opinion of the Underwriter, would affect
materially and adversely-the ability of the Underwriter to market the
Certificates; or
(viii) any rating of the Certificates shall have been downgraded,
suspended or withdrawn by a national rating service, which, in the
Underwriter's reasonable opinion, materially adversely affects the
marketability or market price of the Certificates; or
•
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(ix) the commencement of any action, suit or proceeding described
in Paragraphs 6(f) or 7(f) hereof which, in the judgment of the
Underwriter, materially adversely affects the market price of the
Certificates; or
(x) there shall be in force a general suspension of trading on the
New York Exchange.
(d) Closing Documents. At or prior to the Closing, the Underwriter shall
receive with respect to the Certificates (unless the context otherwise indicates)
the following documents:
(i) Certificate Opinion. An approving opinion of Special Counsel
dated the date of the Closing and substantially in the form appended to
the Official Statement, together with a letter from such counsel, dated the
date of the Closing and addressed to the Underwriter, to the effect that
the foregoing opinion addressed to the City may be relied upon by the
Underwriter to the same extent as if such opinion were addressed to them.
(ii) Supplemental Opinion. A supplemental opinion or opinions of
Special Counsel addressed to the Underwriter, in form and substance
acceptable to the Underwriter, and dated the date of the closing
substantially to the following effect:
(1) The City Documents have been duly authorized, executed
and delivered by the City and constitute the valid, legal and binding
agreements of the City enforceable in accordance with their terms;
(2) This Purchase Agreement has been duly authorized,
executed and delivered by the City and constitute the valid, legal
and binding agreements of the City enforceable in accordance with
their terms;
(3) The_statements contained in the Official Statement
sections entitled "THE CERTIFICATES," "TAX MATTERS" and in
Appendix C "A SUMMARY OF LEGAL DOCUMENTS", thereto
insofar as such statements purport to summarize certain provisions
of the Certificates, the Agreements, federal tax law, fairly and
accurately summarize the information presented therein; provided
that Special Counsel need not express any opinion with respect to
any financial or statistical information contained therein.
(4) The Certificates are exempt from registration under the
Securities Act of 1933 and the Trust Agreement is exempt from
registration under the Trust Indenture Act of 1939, as amended.
(iii) City Attorney Opinion. An opinion of City Attorney, dated the
date of the Closing and addressed to the Underwriter, in form and
substance acceptable to Special Counsel substantially to the following
effect:
(1) The City is a general law city duly organized and validly
existing under the laws of the State of California.
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(2) The Resolution (No. ) of the City approving and
authorizing the execution and delivery of the City Documents and
approving the Official Statement has been duly adopted at a
meeting of the governing body of the City, which were called and
held pursuant to law and with all public notice required-by law and
at which a quorum was present and acting throughout and the City
Resolution is in full force and effect and has not been modified,
amended or rescinded.
(3) The statements contained in the Official Statement under
the captions "CERTIFICATE OWNERS' RISKS"and "ABSENCE OF
LITIGATION" fairly and accurately summarize the information
presented therein; provided that City Attorney need not express any
opinion with respect to any financial or statistical information
contained therein.
(4) Except as otherwise disclosed in the Official Statement and
to the best knowledge of such counsel after due inquiry, there is no
litigation, proceeding, action, suit, or investigation at law or in-
equity before or by any court, governmental agency or body, pending
or threatened against the City, challenging the creation,
organization or existence of the City, or the validity of the
Documents or seeking to restrain or enjoin the payment of the Lease
Sale Payments or in anyway contesting or affecting the validity of
the Documents or seeking to restrain or enjoin the payment of the
Lease Payments or in any way contesting the authority of the City
to enter into or perform its obligations under any of the Documents,
or under which a determination adverse to the City would have a -
material adverse effect upon the financial condition of the City.
- (5) Based upon the information provided to the City Attorney
in the course of their participation in the preparation of the Official
Statement and without having undertaken to determine
independently the accuracy or_completeness of_the statements
contained in the Official Statement, the City Attorney has no reason
to believe that the Official Statement (except for the financial and
statistical data included therein and assumptions with respect
thereto, as to which on opinion need be expressed) as of the date of
the Official Statement omitted, or as of the date of Closing omits, to
state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading.
(iv) City Certificate. A certificate of the City, dated the date of the
Closing, signed on behalf of the City by the City Administrator or other
duly authorized officer of the City to the effect that:
(1) the representations, warranties and covenants of the City
contained herein are true and correct in all material respects on and
as of the date of the Closing as if made on the date of the Closing
and the City has complied with all of the terms and conditions of
this Purchase Agreement required to be complied with by the City at
or prior to the date of the Closing; and
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(2) No event affecting the City has occurred since the date of
the Official Statement which has not been disclosed therein or in
any supplement or amendment thereto which event should be
disclosed in the Official Statement in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
(v) An opinion of Counsel to the Trustee, dated the date of Closing
and addressed to the City and the Underwriter, to the effect that:
(1) The Trust Agreement and the Assignment Agreement have
been duly authorized, executed and delivered by the Trustee and,
assuming due authorization, execution and delivery by the other
parties thereto, constitute legal, valid and binding obligations of the
Trustee enforceable in accordance with their terms except that the
enforceability thereof may be limited by applicable bankruptcy, -
insolvency, reorganization, moratorium and other laws in effect from .
time to time affecting the rights or creditors generally and except to
the extent that the enforceability thereof may be limited by the
application of general principles of equity.
(2) The Certificates have been duly executed and delivered by
the Trustee.
(vi) A Certificate dated the date of Closing of an authorized officer
of the Trustee to the effect that:
(1) The Trustee is a national banking association duly
organized and existing under the laws of the United States of -
America;
-(2) The Trustee has-full-corporate trust powers-and authority
to serve as Trustee under the Trust Agreement; and
(3) The Trustee's action in executing and delivering the Trust
Agreement is in full compliance with, and does not conflict with, any
applicable law or governmental regulation currently in effect, and,
to the best of such officer's knowledge, does not conflict with or
violate any contract to which the Trustee is a party or any
administrative or judicial decision by which the Trustee is bound.
(vii) Documents. An original executed copy of each of the City
Documents.
(viii) Additional Documents. Such additional certificates,
instruments and other documents as Special Counsel, the City or the
Underwriter may reasonably deem necessary.
If the City shall be unable to satisfy the conditions contained in this Purchase
Agreement, or if the obligations of the Underwriter shall be terminated for any
reason permitted by this Purchase Agreement, this Purchase Agreement shall
terminate and neither the Underwriter, the City nor the Authority shall be under
further obligation hereunder, except as further set forth in Section 9 hereof.
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8. Expenses. The Underwriter shall be under no obligation to pay and the City
shall pay or cause to be paid the expenses incident to the performance of the
obligations of the City hereunder including but not limited to (a) the costs of the
preparation and printing, or other reproduction (for distribution on or prior to the _
date hereof) of the Documents and the cost of preparing, printing, issuing and
delivering the definitive Certificates, (b) the fees and disbursements of any counsel,
financial advisors, accountants or other experts orconsultants retained by the City;(c) the fees and disbursements of Special Counsel; (d) the cost of preparation and
printing of the Preliminary Official Statement and any supplements and
amendments thereto and the cost of preparation and printing of the Official
Statement, including the requisite number of copies thereof for the insurance
company and the rating agency for the rating of the Certificates.
The Underwriter shall pay and the City shall not be under an obligation to pay
all expenses incurred by it in connection with the public offering and distribution of
the Certificates including, without limitation, the fees of the California Debt
Advisory Commission.
9. Indemnification_ To the extent permitted by law, the City shall indemnify
and hold harmless the Underwriter and its officers, directors, employees and
agents, against any and all losses, claims, damages, liabilities, costs and expenses
(including without limitation fees and disbursements of counsel and other
expenses) incurred by them or any of them in connection with investigating or
defending any loss, claim, damages, liability or any suit, action or proceeding,joint
or several, to which they or any of them may become subject under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended
(collectively, the "Securities Acts"), or any other federal or state law or regulation,
at common law or otherwise, insofar as such losses, claims, damages, liabilities,
costs and expenses (or any suit, action or proceeding in respect-thereof) arise out of
or are based upon any untrue statement or alleged untrue statement or a material
fact contained in the Official Statement or in any amendment or supplement
- thereto,or arise out of or are based upon the omission or-alleged omission to state.- - -
therein a fact required to be stated therein or necessary to make the statements _ .
therein, in light of the circumstances under which they were made, not misleading.
This indemnity agreement shall be in addition to any liability which the City may
otherwise have.
Promptly after receipt by any-party entitled to indemnification under.this
Section 9 of notice of the commencement of any suit, action or proceeding, such
indemnified party shall , if a claim in respect thereof is to be made against the
indemnifying party under this Section 9, notify the indemnifying party in writing of
the commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 9 or from any liability under this Section 9
unless the failure to provide notice prejudices the defense of such suit, action or
proceeding. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party, the indemnifying party shall be entitled to
participate in, and to the extent that it may elect by written notice delivered to the
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indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel satisfactory to such
indemnified party; provided, however, if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have the
right to select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from .the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party shall not be liable to such
indemnified party under this Section 9 for any legal or other expenses subsequently
incurred by such indemnified party in connection with defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not, in
connection with any action indemnified against under the first paragraph of this
Section 9, be liable for the fees and expenses of more than one separate firm of
attorneys at any point in time representing the indemnified parties to such action),
(ii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (ii) is applicable, such
liability shall be only in respect of the counsel referred to in such clause (i) or (iii).
11. Notice. Any notice or other communication to be given to the City under
this Purchase Agreement may be given by delivering the same in writing to such
entity at the address set forth above. Any notice or other communication to be
given to the Underwriter under this Purchase Agreement may be given by
delivering the same in writing to Stone & Youngberg, One California Street, Suite
2800, San Francisco, California 94111.
12. Entire Agreement. The Purchase Agreement, when accepted by the City,
shall constitute the entire agreement between the City and the Underwriter and is
made solely for the benefit of the City and the Underwriter (including the
successors or assigns of any Underwriter). No other person shall acquire or have
any right hereunder by virtue hereof, except as provided herein. All the City's
representations, warranties and agreements in this Purchase Agreement shall
remain operative and in full force and effect, regardless of any investigation made
by or on behalf of the Underwriter, until the earlier of(a) delivery of and payment
for the Certificates hereunder, and (b) any termination of this Purchase Agreement.
13. Counterparts. This Purchase Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but one and
the same instrument.
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14. Severability. In case any one or more of the provisions contained herein
shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision
hereof.
15. State of California Law Governs. The validity, interpretation and
performance of this Purchase Agreement shall be governed by the laws of the State.
16. No Assignment. The rights and obligations created by this Purchase
Agreement shall not be subject to assignment by the Underwriter, the Authority or
the City without the prior written consent of the other parties hereto.
STONE &YOUNGBERG
By:
Title:
Accepted as of the date first stated above:
CITY OF HUNTINGTON BEACH
By:
Title: City Administrator
(0096C)
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APPENDIX A
Principal Amount Interest Rate Price
A-1
APPENDIX B
RULE 15c2-12 CERTIFICATE
The undersigned hereby certify and represent to Stone & Youngberg (the
"Underwriter") that he or she is a duly appointed and acting officer of the City of
Huntington Beach (the "City") and as such is to execute and deliver this Certificate
and further hereby certify and reconfirm on behalf of the City to the Underwriter
as follows:
(1) This Certificate is delivered to enable the Underwriter to comply with
Securities and Exchange Commission Rule 15c2-12 under the Securities
Exchange Act of 1934 (the "Rule") in connection with the offering and sale of
the City of Huntington Beach 1991 Refunding Certificates of Participation (the
"Certificates").
(2) In connection with the offering and sale of the Certificates, there has
been prepared a Preliminary Official Statement, setting forth information
concerning the Certificates and the issuers of the Certificates (the "Preliminary
Official Statement").
(3) As used herein, "Permitted Omissions" shall mean the offering
prices(s), interest 'rate(s), selling compensation, aggregate principal amount,
principal amount per maturity, delivery dates, ratings and other terms of the
Certificates depending on such matters and the identity of the underwriter(s),
all with respect to the Certificates.
(4) The Preliminary Official Statement is, except for the Permitted
Omissions, deemed final within the meaning of the Rule and has been, and the
information therein is accurate and complete except for the Permitted
Omissions, provided that no representation is made as to the information
contained in the Preliminary Official Statement describing the City.
(5) If, at any time prior to the execution of the final contract of purchase,
any event occurs as a result of which the Preliminary Official Statement might
include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, the City shall promptly notify
the underwriter thereof; provided, however, that the City shall have such
obligations with respect to information-in-the preliminary Official Statement
concerning and supplied by the Underwriter only to the extent the City have
actual knowledge or notice of any such event.
IN WITNESS WHEREOF, we have hereunto set our hand this th day
of , 1991.
CITY OF HUNTINGTON BEACH
By:
Title:
B-1