HomeMy WebLinkAboutJONES HALL, ATTORNEYS AT LAW - 2002-05-06UjCITY OF HUNTINGTGN BEACH
V-�IJ 2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
DATE: June 17, 2002
TO: Jones ball ATTENTION- Charles F. Adams, Esq.
'game
650 California St., 18th Floor DEPARTMENT:
stint
San Francisco CA 94108 REGARDING: Legal Services
C;ty, State. Zip
Agreement re: Refunding Bonds
See Attached Action Agenda Item n/a Date of Approval 5/6/02
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item.
Remarks=
Connie Brockway
City Clerk
Attachments: Action Agenda Page Agreement
RCA
CC: L. Brunson
Econ. Dev,
Name
Department
None
Department
N'arneDepartment
Name
Department
C. Mendoza
Risk Mgmt.
Name Department
G., '1�
X
Bonds
Insurance
X
Deed
Other
x
x
x
RCA
Agreemcnt
Insurance
Other
RCA
Agreemcnt
Insurance
Other
RCA
Ageemmt
Imurance
Other
RCA
Ageemcnt
Insurance
Other
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x
RCA
Insurance
{Telephone 714-536-52271
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AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH AND
JONES HALL, ATTORNEYS AT LAW,
FOR LEGAL SERVICES REGARDING
HUNTINGTON BEACH REDEVELOPMENT AGENCY
2002 TAX ALLOCATION REFUNDING BONDS
0 MVY
THIS AGREEMENT is made and entered into this164Z,- day of ` , 2002,
by and between the REDEVELOPMENT AGENCY OF THE, CITY OF HUNTINGTON
BEACH ("Agency") and Jones Hall, Attorneys at Law ("Legal Counsel")
Wl IEREAS, Agency desires to employ bond counsel in connection with the issuance of
the Huntington Beach Redevelopment Agency 2002 Tax Allocation Refunding Bonds;
Legal Counsel represents that it is ready, willing and able to provide the legal services to
the Agency;
NOW. THEREFORE, the parties hereto mutually agree as follows:
SECTION 1. Employment. Agency hereby employs Legal Counsel and Legal
Counsel hereby accepts such employment to serve as bond counsel for the Huntington Beach
Redevelopment Agency 2002 Tax Allocation Refunding Bonds (the "Bonds"). In serving, as
bond counsel for the Agency, Legal Counsel shall perform the services described in the Scope of
Services attached hereto as Exhibit A.
SECTION 2. Fees. Legal Counsel's fee for serving as bond counsel shall be
contingent upon the issuance of the Bonds. The fee shall be determined according to the
following schedule:
02Agree J11-1029
Principal Amount
S6,000,000 or less
$6,000,001 to S20,000,000
Fee
'/z% of principal amount
S30,000 plus 1/4% of the principal amount in
excess over $6,000,000
In addition, costs shall not exceed Two "Thousand Five Hundred Dollars ($2,500.00).
SECTION 3. Reporting. In performing legal services under this Agreement, Legal
Counsel shall work under the direction and control of the Agency Attorney and shall not render
additional legal services other than those specified in this Agreement without the advance
concurrence of the Agency Attorney. Legal Counsel shall consult with the Agency Attorney on
the strategy and conduct of the case and shall not file any motions without prior approval of the
Agency Attorney -
SECTION 4. Termination. This Agreement may be terminated by the Agency at any
time by giving written notice to Legal Counsel with or without cause. In the event of
termination, all finished and unfinished documents, pleadings, exhibits, reports, and evidence
shall, at the option of the Agency, become its property and shall be delivered to it by Legal
Counsel.
SECTION 5. Hold Harmless. Legal Counsel shall protect, defend, indemnify and
hold harmless the City of Huntington Beach, the Redevelopment Agency of the City of
Huntington Beach, the Huntington Beach Public Financing Authority, and their officers,
officials, employees and agents from and against any and all liability, loss, damage, expenses,
costs (including without limitation costs and fees of litigation of every nature) arising out of or in
connection with Legal Counsel's performance of this Agreement or its failure to comply with
any of its obligations contained in this Agreement, except such loss or damage which was caused
by the sole negligence or willful misconduct of the City of Huntington Beach, the
2
02Agrcc 511• 10-79
Redevelopment Agency of the City of Huntington Beach, or the Huntington Beach Public
Financing Authority.
SECTION 6. Independent Contractor. Legal Counsel is, and shall be, acting at all
times in the performance of this Agreement as an independent contractor herein and not as an
employee of Agency. Legal Counsel shall secure at its expense and be responsible for any and
all payment of income tax, social security, state disability insurance compensation,
unemployment compensation, Workers' Compensation, and payroll deductions for Legal
Counsel and its officers, agents and employees, and all business licenses, if any, in connection
with the services to be performed hereunder.
SECTION 7. Professional Liability Insurance. Legal Counsel shall furnish a
professional liability insurance policy covering the work performed by it hereunder. Said policy
shall provide coverage for Legal Counsel's professional liability in an amount not less than
$ 1,000,000 per occurrence and in the aggregate. A claims made policy shall be acceptable if the
policy further provides that:
The policy retroactive date coincides with or precedes the professional services
contractor's start of work (including subsequent policies purchased as renewals or
replacements).
2. Legal Counsel will make every effort to maintain similar insurancc during the
required extended period of coverage following project completion, including the
requirement of adding all additional insureds.
3. If insurance is terminated for any reason, Legal Counsel agrees to purchase an
extended reporting provision of at least two (2) years to report claims arising from
work performed in connection with this Agreement.
4. The reporting of circumstances of incidents that might give rise to future claims.
3
02Agree r1r-iQ29
•
Under no circumstances shall this insurance contain a self -insured retention, or a
"deductible" or any other similar form of imitation on the required coverage in excess of
$250,000.
SECTION 8. Certificates of Insurance. Prior to commencing performance of the
work hereunder, Legal Counsel shall furnish to Agency certificates of insurance subject to
approval of the Agency Attorney evidencing the foregoing insurance coverages as required by
this Agreement; said certificates shall:
1. Provide the r.atne and policy number of each carrier and policy; and
2. Shall state that the policy is currently in force.
Legal Counsel shall maintain the foregoing insurance coverages in force until the work
under this Agreement is fully completed and accepted by Agency.
The requirement for carrying the foregoing insurance coverages shall not derogate from
the provisions for indemnification of Agency by Legal Counsel under the Agreement. Agency
or its representative shall at all times have the right to demand the original or a copy of all said
policies of insurance. Legal Counsel shall pay, in a prompt and timely manner, the premiums on
all insurance hereinabove required.
SECTION 9. Responsible Attorney. Legal Counsel hereby appoints Charles F.
Adams as the attorneys primarily responsible for the services rendered hereunder. Primary
responsibility for the work shall rest with Charles F. Adams, and no work will be assigned to
attorneys within the firm without the written consent of the Agency Attorney.
SECTION 10. Delegation. This Agreement is a personal services agreement, and the
services provided hereunder shall not be performed by or delegated to any person or entity other
than Legal Counsel without the express prior written approval of the Agency Attorney.
4
02ftTee M-1029
•
is
SECTION 11. Modification
No waiver or modification of this Agreement or of
any covenant, condition, or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith.
SECTION 12. Agency Employees and Officials. Legal Counsel shall not employ any
Agency official or any regular Agency employee in the work performed pursuant to this
Agreement. No officer or employee of Agency shall have any financial interest in this
Agreement in violation of California Government Code Section 1090, et sect.
SECTION 13. Immigration. Legal Counsel shall be responsible for full
compliance with the immigration and naturalization laws of the United States and shall, in
particular, comply with the provisions of 8 U.S.C. § 1324a regarding employment verification.
SECTON 14. Nondiscrimination. Legal Counsel agrees not to discriminate against
any person or class of persons by reason of sex, age, race, color, creed, physical handicap, or
national origin in employment practices and in the activities conducted pursuant to this
agreement, in accordance with Government Code ti 19702.
SECTION 15. Notices. Any notices or special instructions required to be given in
writing under this Agreement shall he given either by personal delivery to Legal Counsel or to
the Agency Attorney as the situation shall warrant, or by enclosing the same in a sealed
envelope, postage prepaid, and depositing the same in the United States Postal Services,
addressed as follows:
TO AGENCY:
Gail Hutton, Agency Attorney
of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Telephone: (714) 536-5555
Facsimile: (714) 374-1590
5
02Agrec I11-1021)
TO LEGAL COUNSEL:
Charles F. Adams, Esq..
Jones Hall
650 California St.. 181h Floor
San Francisco, CA 94108
(415) 391-5780
(415) 391-5784
•
•
SECTION 16. Entire .Agreement. This Agreement contains the entire agreement
between the parties respecting the subject matter of this Agreement and supersedes all prior
understandings and agreements, whether oral or in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized offices the day, month and year first above written.
!ONES HALL, law corporation REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH, a
t;y= municipal corporation of the State of
-- C kit s �` —q — California
print name
ITS: (c'ncic r nv) Charrma m�'ice President
AN
By
J �{r e.� .Q C &MCZR
print name
ITS: S: (circle u! • Secretarw hief Financial Orricer/AsM
Secretary - Treasurrr
REVIEWED AND APPROVED:
City4<clministrator of the
City of Huntington Beach
Chairperson
A"T'f EST:
Secrelrry -17-02.
,APPROVED AS TO FORM:
Ai,,Attorney
Y�-2
1NITIA"I' 'll AND APPROVED:
Directo of Economic evelopment
02Agtcc J11-I021)
EXHIBIT A
SCOPE OF SERVICES FOR
HUNTINGTON BEACH REDEVELOPMENT AGENCY
2002 TAX ALLOCATION BONDS
Scope of Services. Legal Counsel will confer and consult with Agency staff, its financial
advisor, disclosure counsel and other consultants on all matters relating to the Bonds. Legal
Counsel will attend all meetings of the Agency's staff, consultants and underwriter at which the
financing is to be discussed and analyzed for successful completion of the financing. Legal
Counsel is available to engage in these services according to the Agency's time schedule.
Legal Counsel will prepare all agreements, resolutions, notices, bond forms and all other legal
documents required by California law for :he execution, sale and delivery of the Revenue Bonds.
Legal Counsel shall assist in presenting information to bond rating organizations and municipal
bond insurance companies. Legal Counsel shall participate and assist the Agency's staff,
disclosure counsel, financial advisor and/or underwriter in the preparation and review of an
official statement and other disclosure documents to be used in connection with the offering and
sale of the Bonds, including rendering an opinion to the Agency, which address the accuracy and
completeness of the descriptions of legal documents, the Bonds, and the tax -exemption of
interest on the Bonds.
Subject to completion of the financing to Legal Counsel's satisfaction, Legal Counsel will issue
its approving legal opinion to the purchasers of the Bonds to the effect that all proceedings have
been legally undertaken for the authorization, execution, sale and delivery of the Bonds or other
transactions relating to the financing and that interest paid with respect to the Bonds is excluded
from gross income for federal income tar purposes and is exempt from State of California
personal income tax. Legal Counsel will also issue appropriate supplemental opinions and
certificates as may be necessary or appropriate. Legal Counsel shall prepare and provide a
complete transcript of the conduct of the proceedings necessary to accompany the issuance of the
Bonds.
Finally, Legal Counsel will confer and consult with Agency officials with respect to questions or
problems which may arise during the period of servicing and payment of the Bonds and provide
any and all other services commonly expected of bond counsel.
INSURANCE AND INDEMNIFICATION WAIVER
MODIFICATION REQUEST
1. Requested by: City Attomey
2. Date: April_ 26, 2002
3. Name of contractorlpermittee: Jones Hall law corporation
4. Description of work to be performed: Redevelopment Agency Tax Allocation Bonds
5. Value and length of contract: contingent upon issuance of bonds
6. Waiver/modification request: Waive deductible requirement of $*50,000.00
7. Reason for request and why it should be granted: Firm is unable to comply with our
deductible requirement.
8. Identify the risks to the City in approving this waiver/modification: Minimal risk
Department Head Signature Date:
APPROVALS
Approvals must be obtained in the order listed on this form_ Two approvals are required
for a request to be granted. Approval from the City Administrator's Office is only required if
Risk Management and the City Attorney's Office disagree_
1. Risk Management
ram -
,,❑Approved ❑ Denied ���. , Z
~~ Signature Date
2. City Attorney's Office
tivApproved ❑ Denie�+�Si�nature
r 4� %dam
Date
3. City Administrator's Office
❑ Approved ❑ Denied _
Signature Date T
If approved, the completed waiver/modification request is to be submitted to the
City Attorney's Office along with the contract for approval. Once the contract has been approved,
this form is to be filed with the Risk Management Division of Administrative Services
insurance & Indemnification Waiver 4f26102 12:57 PM
FWM :' M I CMAEL HE I DORN FAX NO. : 209-567-0323 Apr. 18 2002 05 : 25FM P 1
DECLARATIONS
Attaching to and forming part of
Lawyers Professional Liability Insurance Certificate
THIS INSURANCE is effected with certain Underwriters at Lloyd's of London
(not incorporated)
THIS 15 A CLAIMS MADE EXCESS PROFESSIONAL LIABILITY INSURANCE POLICY
PLEASE READ CAREFULLY
ADMINISTERED BY:
JAMISON SPECIAL RISK, INC.
100 Executive Drive
West Orange, NJ 07052 (The Correspondent)
LAWYERS CERTIFICATE NO.: LLPF053
1. NAMED INSURED AND ADDRESS: Jones Hall, A Professional taw Corporation
650 California Street - 18th Floor
San Francisco, CA 94108
2. POLICY TERM: 01/03/01 to 01/03/03
12:01 AM STANDARD TIME AT THE ADDRESS SHOWN IN NUMBER 3 ABOVE
First Annual Policy period: 01/03/01 to 01/03/02
Second Annual Policy Period: 01/03/02 to 01/03/03
3. ANNUAL LD=S OF LiABII.TIY UNDER THIS CERTIFICATE:
All claims arising out of the same, related or
continuing professional services $5,000,000
Annual Aggregate $5,000,000
4. PER -CLAIM DEDUCTIBLE: includes Claims Expense $ 50,000
5. PRENffLP_VT SCHEDULE.
CLASSIFICATION PRIMARY TOTAL PREMIUM $
Lawyers 11 GROSS PRIMARY PREMIUM$
First Animal Premlis $
Second Annual Premiu= $'
(subject to change per Endorsement)
TOTAL PREMIUM $
6. RETROACTIVE DATE Not Applicable
7. FORMS AND ENDORSEMENTS ATTACHING TO THIS CERTIFICATE:
End. # 1,2,3A,5,6,7,8,9,10, SLA Form D-2-9-92
APPROVID 1S TO FOR) u
OAILIUTTON, City lttoruey
By: Deputy ity Attorney
w"
Pei
C)RI GIKIA I
AUTHORIZED REPRESENTATIVE
of Iamison Special Risk, Inc.
SU6C,11 PROFESSIONAL SERVICE CONTRACTS
PURCHASING CERTIFICATION
1. Requested by: City Attorney
2. Date: May 24, 2002
3. Name of consultant: Jones Hall Attorneys
4. Description of work to be performed: issuance of Tax Allocation Refunding
Bonds
5. Amount of the contract: to be determined upon issuance of bonds.
6. Are sufficient funds available to fund this contract?' —Q4s, N/AE�e-
7. Company number and object code where funds are budgeted: 0. N/A
8. Is this contract generally described on the list of professional service contracts
approved by the City Council'? ❑ Yes, ® No
9. Is this contract within $25,000 or 25% (whichever is less) of the amount stated on
the list of professional service contracts approved by the City Council?'
❑ Yes, ® No
10. Were (at least) informal written proposals requested of three consultants?
® Yes, ❑ No
11. Attach list of consultants from whom proposals were requested (including a
contact telephone number).
12. Attach proposed scope of work.
13. Attach proposed payment schedule.
RI A D A ADRIL, Manager
Purchasing/Central Services
' if the answer to any these questions is "No," the contract will require approval from the City Council
Purchasing Cenification 5/24/02 9 20 .wt
s
Council/Agency Meeting Held: i--o6--oZ
Deferred/Continued to:
)Approved ❑ Conditionally Approved
►.n_r%90 +Y —
❑ Denied
Council Meeting Date: May 6, 2002
Department ID Number:
tore
ED 02-12
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIUREDEVELOPMENT AGENCY ACTIN ;
r
SUBMITTED TO: HONORABLE MAYORICHAIRMAN AND CITY COUNCIL r`-
MEMBERSIREDEVELOPMENT AGENCY MEMBERS/ --
PUBLIC FINANCE AUTHORITY MEMBERS
SUBMITTED BY: RAY SILVER, City Administrator/Executive DirectorRX-0
cry
PREPARED BY: DAVID C. BIGGS, Director of Economic Development, Deputy
ecuti a Director r
�))lf .yc.G
SUBJECT: ADOPT RESOLUTIONSQ REFUNDING BONDS FOR
REDEVELOPMENT AGENCY MERGED PROJECT AREA
Statement of Issue, Funding Source, Recommended Action, Altemative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: The Redevelopment Agency of the City of Huntington Beach Tax
Allocation Refunding Bonds were originally issued in 1992 to provide funds to enable the
Agency to prepay a portion of the Agency's 1992 Loans and refund the outstanding
Huntington Beach Public Financing Authority's 1992 Bonds, to establish a reserve account
under the Indenture, and to pay the expenses of the Agency in connection with the issuance
of the Bonds. A portion of the 1992 bonds was refinanced in 1999; the balance of the 1992
bonds is now eligible for refinancing at a more favorable interest rate.
Funding Source: Tax Allocation Refunding Bond proceeds.
Recommended Action: Motion to:
City Council:
Adopt Resolution Number .200a. -,36 approving proceeding with the issuance by the
Redevelopment Agency of 2002 tax allocation refunding bonds and approving related
documents and actions.
Redevelopment Agency:
Adopt Resolution Number --?-3-5- approving proceeding. Redevelopment Agency Board
with the issuance of 2002-tax allocation refunding bonds and approving related documents
and actions.
REQUEST FOR OUNCILIREDEVELOPMENT ANCY ACTION
MEETING DATE: May 6, 2002
DEPARTMENT ID NUMBER: ED 02-12
Public Financinq Authority Board:
Adopt Resolution Number approving documents related to the refinancing of its
1992 Revenue Bonds.
Alternative Action(s): Do not issue refunding bonds and let the existing bonds remain to
matu rity.
Analysis: The proposed tax allocation refunding bonds are being issued to take advantage
of the present favorable interest rates. The resulting debt service savings will provide the
Agency with additional funds for operations and projects.
In 1992, the Huntington Beach Public Financing Authority issued $33,495.000 in Revenue
Bonds and loaned the proceeds to the Redevelopment Agency pursuant to four loan
agreements. The loans were used to refinance previously issued tax allocation bonds of the
project areas and to provide new funding for projects. This transaction occurred prior to the
merger of the five project areas. The original bonds will fully mature in August 2024.
Of the original 1992 Bonds, $9,120,000 were refinanced in 1999. The remainder of the 1992
Bonds is now eligible for refinancing. The refunding bonds will maintain the same maturity
date, but the reduction in interest rates will provide an annual debt service savings of
approximately ten percent (10%), or $180,000, to the Redevelopment Agency.
Approval of the subject resolutions will enable the proposed refinancing to proceed in a
timely manner to take advantage of a forthcoming early -call opportunity. The resolutions
approve a substantially final form of the proposed Indenture of Trust, Escrow Deposit and
Trust Agreement, and Preliminary Official Statement, all of which are on file in the Office of
the City Clerk/Agency Secretary.
Environmental Status: NIA
Attachments :
1. 1City Council Resolution No. Approving Issuance of Tax
Allocation Refunding Bonds.
2. 1Redevelopment Agency Resolution No. 3&,5 Authorizing
Issuance and Sale of Tax Allocation Refunding Bonds.
3. 1Huntington Beach Public Financing Authority Resolution No. -Z/e� -
Approving Documents and Actions Relating to Refunding Tax
Allocation Revenue Bonds.
RCA Author: Brunson(x5529)
G:ILUANNIRCA12002BondRetunding.doc -2- 4/25/2002 3:14 PM
RESOLUTION NO- 2002-36
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTrNGTON BEACH APPROVING THE ISSUANCE OF
TAX ALLOCATION REFUNDrNG BONDS BY THE
REDEVELOPMENT AGENCY OF THE CITY OF
HUNITINGTON BEACH IN THE iVIAXI.NIUM PRINCIPAL
AMOUNT OF S23,000,000
WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the
"Agency") has adopted a Redevelopment Plan for the Huntington Beach Redevelopment
Project in the City of Huntington Beach (the "Redevelopment Project"), which has merged
the Talbert -Beach Redevelopment Project, the Main -Pier Redevelopment Project, the
Oakview Redevelopment Project, the Huntington Center Redevelopment Project and the
Yorktown -Lake Redevelopment Project (the "Constituent Redevelopment Projects"); and
The Huntington Beach Public Financing Authority (the "Authority") has previously
issued its 1992 Revenue Bonds (Huntington Beach Redevelopment Projects) in the
aggregate principal amount of S33,495,000 (the "1992 Bonds") for the purpose of raising
funds to provide financing and refinancing for the Constituent Redevelopment Projects
(other than the Yorktown -Lake Redevelopment Project), by making loans (collectively, the
"1992 Loans") to the Agency under individual Loan Agreements each dated as of May 1,
1992; and
In January, 1999, the Agency and the Authority refunded the maximum portion of
the 1992 Loans and the 1992 Bonds which could be advance refunded under federal tax
law, and because the 1992 Bonds may be redeemed in full on August 1, 2002, the Agency
and the Authority are permitted under federal tax to refund the remaining balance of the
1992 Loans and the 1992 Bonds at this time; and
In order to raise funds to refund the remaining balance of the 1992 Loans and the
1992 Bonds, the Agency has determined to authorize the issuance and sale of its 2002 Tax
Allocation Refunding Bonds (Huntington Beach Redevelopment Project) in the aggregate
principal amount of not to exceed $23,000,000 (the "Bonds"); and
In accordance with the requirements of Section 33640 of the Health and Safety
Code of the State of California, the City Council wishes to express its approval of the
issuance and sale of the Bonds by the Agency;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Huntington Beach that the issuance and sale of the Bonds by the Agency for the purpose of
providing funds to refund the 1992 Loans and the 1992 Bonds is hereby approved.
6 Mulvihill.02RAP CouncilRes
Res. No. 2002-36
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at
a regular meeting thereof held on the 6 h day of May, 2002.
ATTEST: 63��� APPROVED AS TO FORM:
Pam. 4- 1- W - L_
City Clerk ds-dS-t City Attorney (,M K V, bL
REVIEWED AND APPROVED
City Admi itrator
INITIATED AND APPROVED:
Director of Econom c Development
G-Mulvihill 02RFP CounciERcs 2
•
Res. No. 2002-36
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH }
I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of
the City of Huntington Beach, and ex-officio Clerk of the City Council of said
City, do hereby certify that the whole number of members of the City Council
of the City of Huntington Beach is seven; that the foregoing resolution was
passed and adopted by the affirmative vote of at least a majority of all the
members of said City Council at a regular meeting thereof held on the 6th
day of May, 2002 by the following vote:
AYES: Green, Dettloff, Bauer, Cook, Houchen, Winchell, Boardman
NOES: None
ABSENT: None
ABSTAIN: None
City Clerk and ex-officio C erk of the
City Council of the City of
Huntington Beach, California
9
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RESOLUTION NO. 335
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH AUTHORIZING THE
ISSUANCE AND SALE OF NOT TO EXCEED S23,000,000
PRINCIPAL AMOUNT OF 2002 TAX ALLOCATION
REFUNDING BONDS TO REFUND OUTSTANDING 1992
TAX ALLOCATION REVENUE BONDS AND RELATED
LOAN AGREEMENTS, AND APPROVING RELATED
DOCUMENTS AND ACTIONS
WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the
"Agency") has adopted a Redevelopment Plan for the Huntington Beach Redevelopment
Project in the City of Huntington Beach (the "Redevelopment Project"), which has
merged the Talbert -Beach Redevelopment Project, the Main -Pier Redevelopment Project,
the Oakview Redevelopment Project, the Huntington Center Redevelopment Project and
the Yorktown -Lake Redevelopment Project (the "Constituent Redevelopment Projects");
and
The Huntington Beach Public Financing Authority (the "Authority") has
previously issued its 1992 Revenue Bonds (Huntington Beach Redevelopment Projects)
in the aggregate principal amount of $33,495,000 (the "1992 Bonds") for the purpose of
raising funds to provide financing and refinancing for the Constituent Redevelopment
Projects (other than the Yorktown -Lake Redevelopment Project), by making loans
(collectively, the "1992 Loans") to the Agency under individual Loan Agreements each
dated as of May 1, 1992; and
In January, 1999, the Agency and the Authority refunded the maximum portion of
the 1992 Loans and the 1992 Bonds which could be advance refunded under federal tax
Iaw, and because the 1992 Bonds may be redeemed in full on August 1, 2002, the Agency
and the Authority are permitted under federal tax to refund the remaining balance of the
1992 Loans and the 1992 Bonds at this time; and
In order to raise funds to refund the remaining balance of the 1992 Loans and the
1992 Bonds, the Agency has determined at this time to authorize the issuance and sale of
its 2002 Tax Allocation Refunding Bonds (Huntington Beach Redevelopment Project) in
the aggregate principal amount of not to exceed $23,000,000 (the "Bonds");
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the
City of Huntington Beach as follows:
SECTION 1. Issuance of Bonds; Approval of Indenture of Trust.
The Agency hereby authorizes the issuance of the Bonds in the aggregate principal
amount of not to exceed S23,000,000 under the provisions of Articles 10 and l l of
Chapter 3 of Part I of Division 2 of Title 5 of the California Government Code,
commencing with Section 53570 of said Code, for the purpose of providing for the
current refunding and discharge of the outstanding 1992 Loans and 1992 Bonds. The
G klulvihill 02RFP RDARcs
0 • Res. No. 335
Bonds shall be issued in accordance with the terms and provisions of the Indenture of
Trust dated as of June 1, 2002, between the Agency and BNY Western Trust Company,
as trustee, which is hereby approved in substantially the form thereof on file with the
Agency Cleric together with any immaterial additions thereto or changes therein deemed
advisable by the Executive Director and approved by the Agency Attorney; provided that
the execution thereof by the Chairperson and Agency Clerk shall be conclusive evidence
of the approval of any such additions or changes. The Chairperson and Agency Clerk of
the Agency are hereby authorized and directed to execute, attest and affix the seal of the
Agency to the Indenture of Trust for and in the name and on behalf of the Agency. The
Agency hereby authorizes the delivery and performance of the Indenture of Trust.
SECTION 2. Refunding of 1992 bonds; approval of escrow deposit and trust
agreement.
The Agency hereby approves the use of the Bond proceeds to refund the
outstanding 1992 Loans and 1992 Bonds under the Escrow Deposit and Trust Agreement
dated as of June 1, 2002, among the Authority, the Agency and BNFY Western Trust
Company, as escrow bank, which is hereby approved in substantially the form thereof on
file with the Agency Clerk together with any immaterial additions thereto or changes
therein deemed advisable by the Executive Director and approved by the Agency
Attorney; provided that the execution thereof by the Chairperson and Agency Clerk shall
be conclusive evidence of the approval of any such additions or changes. The
Chairperson and Agency Clerk of the Agency are hereby authorized and directed to
execute, attest and affix the seal of the Agency to the Escrow Deposit and Trust
Agreement for and in the name and on behalf of the Agency. The Agency hereby
authorizes the delivery and performance of the Escrow Deposit and Trust Agreement.
SECTION 3. Competitive Sale of Bonds.
The Agency hereby authorizes and directs the sale of the Bonds by competitive
public bidding. Bids shall be received, and the Bonds shall be sold, subject to the terms
and conditions set forth in the Official Notice of Sale in substantially the font on file
with the Agency Clerk together with any immaterial additions thereto or changes therein
deemed advisable by the Executive Director and approved by the Agency Attorney;
provided that the execution thereof by the Executive Director shall be conclusive
evidence of the approval of any such additions or changes. The Executive Director is
hereby authorized and directed to accept the best bid determined in accordance with the
Official Notice of Sale, in the name and on behalf of the Agency.
Jones Hall, A Professional Law Corporation, as bond counsel to the Agency, is
hereby authorized and directed to cause an appropriate notice of the Agency's intention to
sell the Bonds to be published once in The Bond Buyer in accordance with 53692 of the
Government Code. Such publication shall be made at least IS days before the date set for
receipt of bids on the Bonds.
SECTION 4. Approval of Official Statement.
The Agency hereby approves, and hereby deems nearly final within the meaning
of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions,
the preliminary Official Statement describing the Bonds in the form on file with the
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C,.]tulvihill 02RIT RDAPcs
9 ! Res. No. 335
Agency Clerk. The financial consultant to the Agency, Harrell & Company Advisors,
LLC, is hereby authorized to distribute the Preliminary Official Statement to prospective
bidders for the Bonds. The Executive Director is hereby authorized to execute the final
form of the Official Statement, including as it may be modified by such permitted
additions thereto and changes therein deemed advisable by the Executive Director, and
the execution of the final Official Statement by the Executive Director shall be conclusive
evidence of the approval of any such additions and changes. The Agency hereby
authorizes the distribution of the final Official Statement by the purchaser of the Bonds.
The final Official Statement shall be executed in the name and on behalf of the Agency
by the Executive Director.
SECTION 5. Official Actions.
The Chairperson, the Executive Director, the Treasurer, the Agency Clerk and any
and all other officers of the Agency are hereby authorized and directed, for and in the
name and on behalf of the Agency, to do any and all things and take any and all actions,
including execution and delivery of any and all assignments, certificates, requisitions,
agreements, notices, consents, instruments of conveyance, warrants and other documents,
which they, or any of them, may deem necessary or advisable in order in connection with
the sale of the Bonds as described herein. Whenever in this resolution any officer of the
Agency is authorized to execute or countersign any document or take any action, such
execution, countersigning or action may be taken on behalf of such officer by any person
designated by such officer to act on his or her behalf in the case such officer is absent or
unavailable.
SECTION 6. Effective Date.
This Resolution shall take effect from and after the date of its passage and
adoption.
PASSED AND ADOPTED by the Redevelopment Agency of the City of
Huntington Beach at a regular meeting thereof held on the 61h day of May, 2002.
Chairperson
ATTEST: APPROVED AS TO FORM:
Agency Clerk W- LT'02 JF
14— Agency Attorney (, N yqf ui_
REVIEWED AND APPROVED: INITIATED AND APPROVED:
— (�� CIZ-16r., Aa e. & I
City Admi trator / Executive DirectgLrputy Executive Director
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G Mulvihill.02UP RDARes
Res. No. 335
STATE OF CALIFORNIA }
COUNTY OF ORANGE } ss
CITY OF HUNTINGTON BEACH }
I, CONNIE BROCKWAY, Clerk of the Redevelopment
Agency of the City of Huntington Beach, California, DO HEREBY
CERTIFY that the foregoing resolution was duly adopted by the
Redevelopment Agency of the City of Huntington Beach at a regular
meeting of said Redevelopment Agency held on the 6th day of May, 2002
and that it was so adopted by the following vote:
AYES:
Green, Dettloff, Bauer, Cook, Houchen, Winchell, Boardman
NOES:
None
ABSENT:
None
ABSTAIN:
None
Clerk of the Redevelopment Agency
of the City of Huntington Beach, CA
RESOLUTION NO. 16
RESOLUTION OF THE HUNTNGTON BEACH PUBLIC
FNANCING AUTHORITY APPROVING DOCUMENTS AND
ACTIONS RELATING TO REFUNDING OF 1992 TAX
ALLOCATION REVENUE BONDS
WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the
"Agency") has adopted a Redevelopment Plan for the Huntington Beach Redevelopment
Project in the City of Huntington Beach (the "Redevelopment Project"), which has
merged the Talbert -Beach Redevelopment Project, the Main -Pier Redevelopment Project,
the Oakview Redevelopment Project, the Huntington Center Redevelopment Project and
the Yorktown -Lake Redevelopment Project (the "Constituent Redevelopment Projects");
and
The Huntington Beach Public Financing Authority (the "Authority") has
previously issued its 1992 Revenue Bonds (Huntington Beach Redevelopment Projects)
in the aggregate principal amount of S33,495,000 (the "1992 Bonds") for the purpose of
raising funds to provide financing and refinancing for the Constituent Redevelopment
Projects (other than the Yorktown -Lake Redevelopment Project), by making loans
(collectively, the "1992 Loans") to the Agency under individual Loan Agreements each
dated as of May 1, 1992; and
In January, 1999, the Agency and the Authority refunded the maximum portion of
the 1992 Loans and the 1992 Bonds which could be advance refunded under federal tax
law, and because the 1992 Bonds may be redeemed in full on August 1, 2002, the Agency
and the Authority are permitted under federal tax to refund the remaining balance of the
1992 Loans and the 1992 Bonds at this time; and
In order to raise funds to refund the remaining balance of the 1992 Loans and the
1992 Bonds, the Agency has determined to authorize the issuance and sale of its 2002
Tax Allocation Refunding Bonds (Huntington Beach Redevelopment Project) in the
aggregate principal amount of not to exceed $23,000,000 (the "Bonds"); and
The Authority wishes to express its approval of the issuance of the Bonds by the
Agency and the application of the proceeds thereof to refund all of the outstanding 1992
Bonds;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the
Huntington Beach Public Financing Authority as follows:
SECTION 1. Issuance of Bonds; Approval of Indenture_
The Board hereby authorizes the issuance of the Bonds by the Agency for the
purpose of providing funds to refund and discharge all of the outstanding 1992 Bonds.
G %lulvehill 02RFP 1PARcs
9
i Res. No. 16
SECTION 2. Approval of Escrow Deposit and Trust Agreement.
The Board hereby approves the Escrow Deposit and Trust Agreement relating to
the refunding of all the outstanding 1992 Bonds, in substantially the form on file with the
Secretary, together with any immaterial changes therein or additions thereto deemed
advisable by the Executive Director and approved by the Authority Attorney; provided
that the execution thereof by the Chairperson and Secretary shall be conclusive evidence
of the approval of any such additions or changes. The Board hereby authorizes and
directs the Chairperson to execute, and the Secretary to attest and affix the seal of the
Authority to, said form of the Escrow Deposit and Trust Agreement for and in the name
of the Authority. The Board hereby authorizes the delivery and performance of the
Escrow Deposit and Trust Agreement.
SECTION 3. Official Actions.
The Chairman, the Executive Director, the Secretary and any and all other officers
of the Authority are hereby authorized and directed, for and in the name and on behalf of
the Authority, to do any and all things and take any and all actions, including execution
and delivery of any and all assignments, certificates, requisitions, agreements, notices,
consents, instruments of conveyance, warrants and other documents, which they, or any
of them, may deem necessary or advisable in order to consummate any of the transactions
contemplated by the documents approved pursuant to this Resolution. Whenever in this
resolution any officer of the Authority is authorized to execute or countersign any
document or take any action, such execution, countersigning or action may be taken on
behalf of such officer by any person designated by such officer to act on his or her behalf
in the case such officer is absent or unavailable.
SECTION 4. Effective Date.
This Resolution shall take effect from and after the date of its passage and
adoption.
PASSED AND ADOPTED by the Board of Directors of the Huntington Beach
Public Financing Authority at a special meeting therQQf held on the 6`hhay of May, 2002.
/W4&X C"k--� -
Chairman
ATTEST:
Secretary ar1?42
REVIEWS PPROVED:
Director of ministrative ervices
APPROVED AS TO FORK
Authority Attorney Ww�4101,
ENITIATED AND APPROVED:
&J C o,15�0
Director of Economic Development
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Gh-tu1v1-h1-11-02RFP:JPARes
C7
STATE OF CALIFORNIA }
COUNTY OF ORANGE }
CITY OF HUNTINGTON BEACH }
Res. No. 16
I, CONNIE BROCKWAY, the duly elected, qualified Secretary of
the Huntington Beach Public Financing Authority, do hereby certify that the
whole number of members of the Board of Directors of the Huntington Beach
Public Financing Authority is seven; that the foregoing resolution was passed and
adopted by the affirmative vote of at least a majority of all the members of said
Board at a regular meeting thereof held on the 6th day of May, 2002 and that it
was so adopted by the following vote:
AYES: Directors: Green, Dettloff, Bauer, Cook, Houchen, Winchell,
Boardman
NOES: Directors: None
ABSENT: Directors: None
ABSTAIN: Directors: None
Secretary of the Board of Directors
of the Huntington Beach Public
Financing Authority
•
File Notes
Office of the City Clerk
Huntington Beach, California
Cr
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FRAM THE DESK OF
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Luann Brunson
Economic Development
r 714 536-5529