HomeMy WebLinkAboutPublic Financing Authority (HBPFA), Jones Hall Hill & White - 1988-01-01 Z
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OERA�iRTTMENT OF EDmuNo G. BROWN JR, GOVERNOR
OAQFORttiA F 0 �' `�.` _ C LE S 1 S L STREET E SACRAMENTO CA U 9 SB 7::4-37C6 13 WWW.00F.CA.GOV-
July 17, 2014
Ms. Lori Ann Farrell, Director of Finance
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Dear Ms. Farrell:
Subject: Approval of Oversight Board Action
The City of Huntington Beach Successor Agency(Agency) notified'the California Department.of
Finance (Finance) of its June 17, 2014 Oversight Board (OB).resolution on June 17,2014.
Pursuant to Health and Safety Code (HSC) section 34179 (h), Finance has completed its review
of the OB action.
Based on our review and application of the law, OB Resolution No. 2014-03', authorizing the
Agency to execute and deliver a second amendment to the Joint-Exercise of Powers Agreement
relating to the Huntington Beach Public Financing Authority(Financing Authority) is approved.
The City of Huntington Beach and the Agency are the only members of the Financing Authority.
It is our understanding the Joint Exercise of Powers Agreement is being amended to remove the
Agency, and including the City of Huntington Beach's Housing Authority as a member. No new
obligations will be created for the.Agency.
Please direct inquiries to Nichelle.Thomas, Supervisor, or Alex Watt, Lead Analyst.at
(916) 445-1546.
Sincerely,
j
Asss�iTYN WARD
- rogram Budget Manager
cc: Ms. Kellee.Fritzal, Deputy Director of Economic Development, City of Huntington`Beach
Mr. Frank Davies, Property Tax Manager, Orange County
California State Controller's Office
Han, Sun
From: Field, Donald S. <dfie|dVDonick.com>
Sent Tuesday, July 22' 20I4II:57AM
To: Han, Sunny; Hale, Kevin
Cc: Craig Hosh'ima; Loodsmon, K4ory; Goo' Laura A.
Subject RE: Huntington Beach (}BAction
ThinkinQ about this @ little more. | think the doted date should be the date of DOF letter. Please let me
knmvV Uyou have any issues with us uornp|edog it with that date. The amendment would not be effec1ime until
that date and it will be Clearthat the 10 day filing was accomplished with that date.
From: Han, Sunny [maiKo:Sunny.Han@surhcitv-hb.org]
Sent, Tuesday, July ZZ 2814 11:32 AM
To: Field, Donald S.; Hale, Kevin
Cc: Craig Hoshijinna; Loadsman, Mary; Gad, Laura A.
Subject: RE: Huntington Beach OBAction
Great thank you! 11 you could delete the last two pages from the second amendment attachment for the work version,
that would bewonderful.
,
Thanks! xe
Sunny Han, [PA, CFE
Senior Administrative Analyst '
Finance Department
City of Huntington Beach
z000 Main Street ( � � ^ ��\ ^ \ , \ `
Huntington Beam m92648
Phone:(714)536-5907 \ �'
Fax:(r14)ar4-1sr1sunny.han@surfcity-hb.org
From: Field, CmnaldS.
Sent: Tuesday, ]uk/ ZZ, 2814 11:28AM
To: Han, Sunny; Hale, Kevin
Cc: Craig Hoshijima; Loadsman, Mary; Gad, Laura A.
Subject: RE: Huntington Beach OBAction
Thank you. We will fill in the date so it isn't hand written and send you back the work version 8o you can use
the same completed pages for your records.
From: Han, Sunny
Sent: Tuesday, July ZZ, Z81411:Z3AM
i"m: Field, Donald S.; Hale, Kevin
Cc: Craig Hoshijhna; Loadsman, Mary
Subject: FVV: Huntington Beach OBAction
Here you go!
Sunny Han, CPA, CFE
Senior Administrative Analyst
Finance Department
City cx Huntington Beach
zmm Main Street
1
Huntington Beach,CA 92648
Phone:(714)536-5907
Fax:(714)374-1571
sun ny.han Psurfcity-hb.org
From: Harper, Gloria
Sent: Tuesday, July 22, 2014 11:15 AM
To: Han, Sunny
Cc: Estanislau, Robin; Loadsman, Mary
Subject: RE: Huntington Beach OB Action
Hi Sunny,
Here's your request:
Let me know if I can be of further assistance.
Thanks,
Gloria D. Harper,CMC
Senior Deputy City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
714-536-5209
gloria.harper@surfci!y-hb.org
From: Estanislau, Robin
Sent: Tuesday, July 22, 2014 11:05 AM
To: Harper, Gloria
Cc: Han, Sunny; Loadsman, Mary
Subject: Huntington Beach OB Action
Gloria,
Can you help Sunny with the request—it is timely (see message below). Thanks!
Robin
From: Han, Sunny
Sent: Tuesday, July 22, 2014 10:06 AM
To: Estanislau, Robin
Cc: Loadsman, Mary
Subject: FW: Huntington Beach OB Action
Hi Robin,
Could you please help with the request below? Thank you!
Sunny Han,CPA,CFE
Senior Administrative Analyst
Finance Department
City of Huntington Beach
2000 Main Street
Huntington Beach,CA 92648
Phone:(714)536-5907
Fax:(714)374-1571
sunny.han@surfcity-hb.ors
2
From: Field, Donald S. [mailto:dfield(aorrick.com]
Sent: Tuesday, July 22, 2014 9:52 AM
To: Han, Sunny; Craig Hoshijima; Hale, Kevin
Cc: Farrell, Lori Ann; Loadsman, Mary; Gao, Laura A.
Subject: RE: Huntington Beach OB Action
Hi Sunny,
Can we get the signed amendment to the JPA agreement so we can complete the required filings before the
10 day deadline.
Thanks,
Don
From: Han, Sunny [mailto:Sunny.Han@surfcity-hb.org]
Sent: Thursday, July 17, 2014 5:10 PM
To: Craig Hoshijima; Field, Donald S.; Hale, Kevin
Cc: Farrell, Lori Ann; Loadsman, Mary
Subject: FW: Huntington Beach OB Action
Hello everyone,
We received notification from the DOF approving our JPA amendment as per the attached letter.
Thanks,
Sunny Han, CPA, CFE
Senior Administrative Analyst
Finance Department
City of Huntington Beach
2000 Main Street
Huntington Beach,CA 92648
Phone:(714)536-5907
Fax:(714)374-1571
sunny.han@surfcity-hb.org
From: Fritzal, Kellee
Sent: Thursday, July 17, 2014 5:08 PM
To: Han, Sunny
Subject: FW: Huntington Beach OB Action
From: Redevelopment Administration [ma i Ito:RedevelopmentAdministrationCa1dof.ca.gov]
Sent: Thursday, July 17, 2014 5:06 PM
To: Farrell, Lori Ann; Fritzal, Kellee; frank.davies@ac.ocgov.com; rda-sdsupport@sco.ca.gov
Subject: Huntington Beach OB Action
The Successor Agency notified the California Department of Finance of its Oversight Board (OB)
action. Please see the attached letter from Finance.
Department of Finance
Redevelopment Agency Administration
3
-------------------
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RECEIVED THIS E- MAIL IN ERROR, ANY REVIEW, USE,
DISSEMINATION, DISTRIBUTION, OR COPYING OF THIS
E-MAIL IS STRICTLY PROHIBITED. PLEASE NOTIFY US
IMMEDIATELY OF THE ERROR BY RETURN E-MAIL AND
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4
l �
�• Dept. ID FN 14-007 Page 1 of 2
Meeting Date:6/16/2014
--d --
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 6/16/2014
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A. Wilson, City Manager
PREPARED BY: Lori Ann Farrell, Finance Director
SUBJECT: Adopt Resolution No. 2014-29 approving execution of a Second Amendment to
the Joint Exercise of Powers Agreement to remove membership of the
Successor Agency and include the Housing Authority as a member of the
Huntington Beach Public Financing Authority
Statement of Issue:
City Council approval is requested to amend the Joint Exercise of Powers Agreement of the
Huntington Beach Public Financing Authority to remove the membership of the Successor Agency
and include the Housing Authority as a member of the Public Financing Authority.
Financial Impact:
There is no fiscal impact to the City's FY 2013/14 Adopted Budget associated with this amendment.
This action relates solely to the ability of the Public Financing Authority to exercise its powers in
financing capital improvements beyond the termination date of the Successor Agency.
Recommended Action:
A) Adopt Resolution 2014-29, "A Resolution of the City Council of the City of Huntington Beach
Approving the Execution and Delivery of a Second Amendment to Joint Exercise of Powers
Agreement and Other Matters Related Thereto Relating to the Huntington Beach Public Financing
Authority;" and,
B) Authorize the City Manager to execute any agreements and take any actions necessary in
furtherance of the amendment.
Alternative Action(s):
Do not approve the recommended action and direct staff accordingly.
Analysis:
The Huntington Beach Public Financing Authority (PFA) is a joint exercise of powers entity formed
in 1988 by the City of Huntington Beach (City) and the former Redevelopment Agency of the City of
Huntington Beach (Redevelopment Agency) for the purpose of assisting the City and the
Redevelopment Agency in financing public capital improvements and working capital requirements.
On February 1, 2012, the Redevelopment Agency was dissolved pursuant to State legislation
(ABX1 26). Under ABX1 26, the City Council elected for the City to become the Successor Agency
(Successor Agency) to the Redevelopment Agency. ABX1 26 also specified that certain
agreements between cities and their redevelopment agencies, including joint exercise of powers
xB -387- Item 19. - 1
Dept. ID FN 14-007 Page 2 of 2
Meeting Date:6/16/2014
agreements, were not invalidated by the dissolution of the redevelopment agencies. As a result of
this, the PFA remained a viable legal entity with the Successor Agency becoming a member of the
PFA in place of the Redevelopment Agency.
On June 27, 2012, subsequent State legislation affecting redevelopment agencies was signed by
the Governor (AB 1484). Under AB 1484, successor agencies are required to terminate within one
year of paying off or retiring the debts of its redevelopment agency. The Redevelopment Agency
issued bonds in 1999 and 2002 and therefore, the Successor Agency will terminate no later than
Fiscal Year 2025. It is not clear what impact the termination of the Successor Agency would have
on the PFA; however, as constituted, it may not be possible for the PFA to issue bonds which will
mature after the dissolution of the Successor Agency. This would impair the ability of the PFA to
serve one of its principal functions, namely issuing long term bonds on behalf of the City if needed.
Due to this circumstance, it is recommended that the JPA Agreement be amended in order to
substitute the Huntington Beach Housing Authority (Housing Authority) for the Successor Agency
as a member of the PFA. This will remove any question as to the PFA's legal viability after the
termination of the Successor Agency.
The Joint Exercise of Powers Act (Act) requires that a joint exercise of powers entity must be
composed of two or more public agencies. The Housing Authority is a public agency within the
meaning of the Act and it may enter into the amended JPA Agreement as a member of the PFA.
The amended JPA Agreement would allow the PFA to exercise those powers common to the City
and the Housing Authority and those additional statutory powers granted to joint exercise of powers
entities by the Act.
As the amended JPA Agreement would involve the removal of the Successor Agency and the
addition of the Housing Authority as a member, approvals must be obtained by the City Council, the
Board of the Successor Agency, the Board of the Housing Authority, and the Oversight Board of the
Successor Agency.
Environmental Status:
Not Applicable.
Strategic Plan Goal:
Improve long-term financial sustainability
Improve the City's Infrastructure
Enhance Economic Development
Attachment(s):
1. Second Amendment to Joint Exercise of Powers Agreement.
2. Resolution 2014-29, "A Resolution of the City Council of the City of Huntington Beach
Approving the Execution and Delivery of a Second Amendment to Joint Exercise of Powers
Agreement and Other Matters Related Thereto Relating to the Huntington Beach Public
Financing Authority"
Item 19. - 2 HB -388-
SECOND AMENDMENT TO
JOINT EXERCISE OF POWERS AGREEMENT
by and among
CITY OF HUNTINGTON BEACH
- and
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH
and
HUNTINGTON BEACH HOUSING AUTHORITY
Dated as of Jul v 17 92014
relating to the
HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY
14-4245/110387
SECOND AMENDMENT TO
JOINT EXERCISE OF POWERS AGREEMENT
THIS SECOND AMENDMENT TO JOINT EXERCISE OF,, POWERS
AGREEMENT (this "Second Amendment") is made and entered into as ofj 1y17 2014, by
and among the CITY OF HUNTINGTON BEACH (the "City"), the SUCCESSOR AGENCY
TO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the
"Agency"), and the HUNTINGTON BEACH HOUSING AUTHORITY (the "Housing
Authority").
WITNESSETH :
WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of
the Health and Safety Code of the State of California and referred to herein as the "Law"), the
City Council of the City created the former Redevelopment Agency of the City of Huntington
Beach (the"Former RDA"); and
WHEREAS, the Former RDA was a redevelopment agency, a public body, corporate
and politic duly created, established and authorized to transact business and exercise its powers,
all under and pursuant to the Law; and
WHEREAS, the City agreed to serve as the successor agency (referred to herein as the
Agency) to the Former RDA commencing upon the dissolution of the Former RDA on February
1; 2012 pursuant to Assembly Bill X126 ("AB 26"); and
WHEREAS, pursuant to Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the
California Government Code, commencing with Section 6500 thereof(the "Act"), two or more
public agencies may by agreement jointly exercise any power common to the contracting parties;
and
WHEREAS, pursuant to the Act and the Joint Exercise of Powers Agreement, dated as
of March 7, 1988, as amended by the First Amendment to Joint Exercise of Powers Agreement,
dated as of May 16, 1988 (collectively, the "First Amended Joint Powers Agreement"), each by
and between the City and the Former RDA (collectively, the "Original Members"), the Original
Members created and established the Huntington Beach Public Financing Authority (the
"Authority") for the purposes set forth in the First Amended Joint Powers.Agreement and to
exercise the powers described in the First Amended Joint Powers Agreement, which each of the
Original Members determined would provide significant public benefits; and
WHEREAS, the City, the Agency and the Housing Authority now desire to enter into
this Second Amendment in order to substitute the Housing Authority for the Agency as a
member of the Authority (each, a "Member" and collectively, the "Members") and to make
certain other amendments to the First Amended Joint Powers Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein,the parties hereto agree as follows:
14-4245/110387
Section 1.1. Substituted Member. The First Amended Joint Powers Agreement is
hereby amended to substitute the Housing Authority for the Agency as a Member of the Authority
such that the term"Agency" is replaced with the term"Housing Authority" every place it appears
in the First Amended Joint Powers Agreement. The Housing Authority is hereby afforded the
rights, benefits and protections of the Agency(as such term is used in the First Amended Joint
Powers Agreement) provided for under the First Amended Joint Powers Agreement as amended
by this Second Amendment and hereby undertakes the obligations of the Agency(as such term is
used in the First Amended Joint Powers Agreement) under the First Amended Joint Powers
Agreement as amended by this Second Amendment. (In no manner does the Housing Authority
assume any other obligation of the Agency under any other agreement, bond, note, resolution,
ordinance, agreement or other instrument to which the Agency is a party or is otherwise subject.)
The Agency is hereby relieved of the obligations of the Agency(as such term is used in the First
Amended Joint Powers Agreement)provided for under the First Amended Joint Powers
Agreement as amended by this Second Amendment.
Section 1.2. Amendment to Section 8.01. Section 8 of the First Amended Joint Powers
Agreement, entitled"Notices", is hereby amended to read in full as follows:
Section 8.01.Notices. Notices hereunder shall be in writing and shall be
sufficient if delivered to:
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Attention: City Manager
Huntington Beach Housing Authority
2000 Main Street
Huntington Beach, California 92648
Attention: Executive Director
Section 1.3. Effect of Second Amendment. This Second Amendment and all of the
terms and provisions herein contained shall form part of the First Amended Joint Powers
Agreement as fully and with the same effect as if all such terms and provisions are set forth in the
First Amended Joint Powers Agreement from and after the effective date of this Second
Amendment. The First Amended Joint Powers Agreement is hereby ratified and confirmed and
shall continue in full force and effect in accordance with the terms and provisions thereof, as
heretofore amended and supplemented, and as amended and supplemented hereby. If there shall
be any conflict between the terms of this Second Amendment and the terms of the First Amended
Joint Powers Agreement(as in effect on the day prior to the effective date of this Second
Amendment),the terms of this Second Amendment shall prevail.
Within 30 days after the effective date of this Second Amendment, the Authority will
cause a notice of this Second Amendment to be prepared and filed with the office of the
Secretary of State of the State of California in the manner set forth in Section 6503.5 of the Act.
14-4245/110387 3
Section 1.4. Counterparts. This Second Amendment may be executed in counterparts,
each of which shall be deemed an original.
Section 1.5. Effective Date. Upon the execution and delivery hereof by the parties
hereto, this Second Amendment shall be effective as of the day and year first hereinabove written.
Signatures on following page
14-4245/11 o3s7 4
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
of the day and year first hereinabove written.
CITY OF HUNTINGTON BEACH
By: r� ,
Mayor
ATTEST:
City Clerk
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE
CITY OF TINGTON BEACH
By:
E ecutive Director, acting for
Successor Agency to the
Redevelopment Agency of the
ATTEST: City of Huntington Beach
i Clerk, act' g for S c ssor
A ency to the Redeve o ent
Ag ncy of the City of tington
Beach
HUNTINGTON BEACH HOUSING
AUTHORITY
By: /' Icy z-a .�--
Chairperson
ATTEST:
APPROVED AS TO FORM
Secretary j'%�� JENNIFER MCGRATH,Qom'
bXW
ep uty D ity AMMY
144245/110387 5
RESOLUTION NO. 2014-29
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH APPROVING THE EXECUTION AND
DELIVERY OF A SECOND. AMENDMENT TO JOINT EXERCISE OF
POWERS AGREEMENT AND OTHER MATTERS RELATED THERETO
RELATING TO THE HUNTINGTON BEACH PUBLIC FINANCING
AUTHORITY
I
i
WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of
the Health and Safety Code of the State of California and referred to herein as the "Law"), the
City Council of the City of Huntington Beach (the "City") created the former Redevelopment
Agency of the City of Huntington Beach (the "Former RDA"); and
WHEREAS, the Former RDA was a redevelopment agency, a public body, corporate and
politic duly created, established and authorized to transact business and exercise its powers, all
under and pursuant to the Law; and
WHEREAS, the City agreed to serve as the successor agency (referred to herein as the
Agency) to the Former RDA commencing upon the dissolution of the Former RDA on February
1, 2012 pursuant to Assembly Bill X126 ("AB 26"); and
WHEREAS, pursuant to Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the
California Govermnent Code, commencing with Section 6500 thereof(the "Act"), two or more
public agencies may by agreement jointly exercise any power common to the contracting parties;
and
WHEREAS, pursuant to the Act and the Joint Exercise of Powers Agreement, dated as
of March 7,1988 as amended by the First Amendment to Joint Exercise of Powers Agreement,
dated as of May 16, 1988 (collectively, the "First Amended Joint Powers Agreement"), each by
and between the City and the Former RDA (collectively, the "Original Members"), the Original
Members created and established the Huntington Beach Public Financing,Authority (the
"Authority") for the purposes set forth in the First Amended Joint Powers Agreement and to
exercise the powers described in the First Amended Joint Powers Agreement, which each of the
Original Members determined would provide significant public benefits; and
WHEREAS, the City, the Successor Agency to the Redevelopment Agency of the City of
Huntington Beach (the "Agency") and the Huntington Beach Housing Authority (the "Housing
Authority") now desire to amend the First Amended Joint Powers Agreement pursuant to the
Second Amendment to Joint Exercise of Powers Agreement (such Second Amendment to Joint
Exercise of Powers Agreement, in the form presented to this meeting, with such changes,
insertions and omissions as are made pursuant to this Resolution, being referred to herein as the
"Second Amendment") in order to substitute the Housing Authority for the Agency as a member
of the Authority and to make certain other amendments to the First Amended Joint Powers
Agreement; and
14-4245/109864 1
Resolution No. 2014-29
WHEREAS, there has been prepared and submitted to this meeting a form of the Second
Amendment; and
WHEREAS, the City Council desires to authorize the execution and delivery of such
document and the performance of such acts by or on behalf of the City as may be necessary or
desirable to effect the execution and delivery of such document;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH,DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. The Second Amendment, in substantially the form submitted to this
meeting and made a part hereof as though set forth in full herein, be and the same is hereby
approved. The City Manager, the Assistant City Manager and the Director of Finance of the
City, and such other officers of the City as the City Manager may designate (collectively, the
"Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the
name of the City, to execute and deliver the Second Amendment in the form presented to this
meeting, with such changes, insertions and omissions as the Authorized Officer executing the
same may require or approve, such requirement or approval to be conclusively evidenced by the
execution of the Second Amendment by such Authorized Officer.
Section 2. The officers and employees of the City are, and each of them is, hereby
authorized and directed, for and in the name of the City, to do any and all things and to execute and
deliver any and all documents which they or any of them deem necessary or advisable in order to
consummate the transactions contemplated by this Resolution and otherwise to carry out, give
effect to and comply with the terms and intent of this Resolution.
Section 3. All actions heretofore taken by the officers and employees of the City in
connection with or related to any of the agreements or docw-rents referred to herein, are hereby
approved, confirmed and ratified.
14-4245/109865 2
Resolution No. 2014-29
Section 4. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
regular meeting thereof held on the 16th day of June , 2014.
Mayor
REVIEWED AND APPROVED: INITIATED AND APPROVED:
iot"-. Oz,�(`�
City M ag r Director of Finance
APPROVED AS TO FORM:
ty Atto ey
14-4245/109865 3
Res. No. 2014-29
STATE OF CALIFORNIA
.COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of
Huntington Beach is seven; that the foregoing resolution was passed and adopted
by the affirmative vote of at least a majority of all the members of said City Council
at a Regular meeting thereof held on June 16, 2014 by the following vote:
AYES: Katapodis, Hardy, Harper, Boardman, Sullivan Carchio
NOES: None
ABSENT: Shaw
ABSTAIN: None
City CUrk and ex-officio Clerk of the
City Council of the City of
Huntington Beach, California
Section I.I. Substituted Member. The First Amended Joint Powers Agreement is hereby
amended to substitute the Housing Authority for the Agency as a Member of the Authority such
that the term"Agency" is replaced with the term"Housing Authority" every place it appear�In the
First Amended Joint Powers Agreement. The Housing Authority is hereby afforded the rights,
benefits and protections of the Agency(as such term is used in the First Amended Joint Powers
Agreement)provided for under the First Amended Joint Powers Agreement as amen�ed by this
Second Amendment and hereby undertakes the obligations of the Agency(as such term is used in
the First Amended Joint Powers Agreement)under the First Amended Joint Po veers Agreement as
amended by this Second Amendment. (In no manner does the Housing Authority assume any
other obligation of the Agency under any other agreement,bond, note, resolution, ordinance,
agreement or other instrument to which the Agency is a party or is otherwise subject.) The Agency
is hereby relieved of the obligations of the Agency(as such term is used in the First Amended Joint
Powers Agreement) provided for under the First Amended Joint Pow ers Agreement as amended by
this Second Amendment.
Section 1.2. Amendment to Section 8.01. Section 8 of the First Amended Joint Powers
Agreement, entitled"Notices", is hereby amended to read infull as follows:
Section 9.01. Notices. Notices hereunder shall be in writing and shall be sufficient
if delivered to:
City of Huntington Beac
2000 Main Street
Huntington Beach, California 92648
Attention: City ager
Huntington B ch Housing Authority
2000 Main Street
Huntington Beach, California 92648
Attentio Executive Officer�
Section 1.3. Effect of Second Amendment. This Second Amendment and all of the terms
and provisions herein co t ined shall form part of the First Amended Joint Powers Agreement as
fully and with the same/effect as if all such terms and provisions are set forth in the First Amended
Joint Powers AgreemL from and after the effective date of this Second Amendment. The First
Amended Joint Powers Agreement is hereby ratified and confirmed and shall continue in full force
and effect in accordance with the terms and provisions thereof, as heretofore amended and
supplemented, adnd as amended and supplemented hereby. If there shall be any conflict between
the terms of this Second Amendment and the terms of the First Amended Joint Powers Agreement
(as in effect on the day prior to the effective date of this Second Amendment),the terms of this
Second Amendment shall prevail.
Within 30 days after the effective date of this Second Amendment,the Authority will cause
a notice of this Second Amendment to be prepared and filed with the office of the Secretary of
State of the State of California in the manner set forth in Section 6503.5 of the Act.
14-4245/110387 3
Esparza, Patty
From: Loadsman, Mary
Sent: Tuesday, June 17, 2014 4:17 PM
To: Esparza, Patty
Subject: Four Reso's for HBPFA Second Amendment
Attachments: Second Amendment Draft for Changes 3.pdf
Hi Patty:
Sunny just came out of the Over Sight Board Meeting to complete the last of the four resolutions for the Housing,
Successor, Council and Over Sight Board approval that include the same Second Amendment for each of the resolutions.
It was noted at the meeting that page 3 of the second amendment was incorrect for noticing. It should reach Attention:
Executive Director instead of Executive Officer. r
Is there any way we can replace Page 3 of the Second Amendment for all four resolutions? Three from Council last night
and the 1 from the Oversight Board Meeting today.
/�la� Loads�ra�r
Administrative Assistant/Finance
City of Huntington Beach
Tel: 714 536-5630/Fax:714 374-1571
mloadsmanCEDsurfcity-Worg
1
TiCe Notes
Office of the City CCerk
3-funtington Beach, CaCifornia
ote le :
i s k c - b ae.en I G �`t ' I .
r
�. CITY OF HUNTINGTON BEACH CA 88-1 17
COUNCIL - ADMINISTRATOR COMMUNICATION
MVHTIN.10N BEACH
To HONORABLE MAYOR AND From PAUL E. COOK
CITY COUNCIL MEMBERS City Administrator
Subject ANNUAL MEETING OF THE Date DECEMBER 13, 1988
HUNTINGTON BEACH PUBLIC
FINANCING AUTHORITY
The Huntington Beach Public Financing Authorit�(HBPFA) s the joint powers authority set
up by the City and the Redevelopment Agency` or th purpose of issuing tax allocation
bonds secured by the tax increment in the redevelo ent project areas. These bonds were
issued in June of this year.
The HBPFA is required to meet annually and conduct any business required. Attached is the
resolution which set the meeting time and date for the third Monday of December of each
year. There is no business for the Authority to conduct at this annual meeting and therefore
it would be appropriate to open the meeting, conduct a roll call and adjourn unless there are
questions or items that the Authority members wish to present for consideration.
Recommended Action: Open the annual meeting of the HBPFA, conduct a roll call and
adjourn the regular annual meeting.
PAUL E. COOK
City Administrator
PEC:RJF:skd
Attachment
Is02S-02 L 1118WCFA.-Qh April d F30D4
RESOLUTION NO. 2
RESOLUTION OF THE HUNTINGTON BEACH PUBLIC FINANCING
AUTHORITY DESIGNATING TIME AND PLACE OF REGULAR MEETINGS
WHEREAS, the City of Huntington Beach and the Redevelopment Agency of the
City of Huntington Beach have heretofore entered into a Joint Exercise of Powers
Agreement dated March 7, 1988 (the 'Agreement'), establishing the Huntington Beach
Public Financing Authority (the•'Authority"), and pursuant to Section 2.04(a) of the
Agreement, the Board of Directors of the Authority is required to provide for the date,
hour and place of holding regular meetings;
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by .
the Board of Directors of the Huntington Beach Public Financing Authority that the
Board shall hold a regular meeting on the third Monday of December in each year, at the
hour of 7:00 p.m., at 2000 Main Street, Huntington Beach, California. The Secretary is
directed to cause a certified copy of this resolution to be filed with the City Clerk of the
City of Huntington Beach and with the Secretary of the Redevelopment Agency of the
City of Huntington Beach, pursuant to Section 2.04(a) of the Agreement.
PASSED AND ADOPTED by the Board of Directors of the Huntington Beach
Public Financing Authority at a special meeting thereof held on the 16th day of May,
1988.
Chairman
ATTEST: APP D AS TO FORM:
By By
ecretary S-��-�,f Authority Attorney 61,
REVIEWED AND APPROVED: INITIzDeputy
PROVED:
By By
Executive Director cutiv Director
Res. No. 2
i
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF HUNTINGTON BEACH)
I, ALICIA M. WENTWORTH, Secretary of the Huntington Beach
Public Financing Authority of the City of Huntington Beach, California,
DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the
Huntington Beach Public Financing Authority of the City of Huntington
special
Beach at a meeting of said Huntington Beach Public Financing Authority
held on the loth day of May, 1988, and that it was so adopted by the
following vote:
AYES: Directors:
Kelly. Green. Erskine, Mays, Winchell
DOES: Directors:
None
ABSENT: Directors:
Finley, Bannister
oo
i5;; :Urts�ir!g 'restriJ��f�i:i i� Correct Secretary of the Huntington Beach
Public Financing Authority of the
coFy of the original on file in lhi:offrce. City of Huntington Beach, Ca.
L:
City CLr'r: sr::; EX-0 izi-Ni:�:';F;J.7.".!.,
Council 11�a Cli f
gy oc.r- Deputy
Mlr !l
18025-02 J111fW.CFAdit May M15
•� V
,Il
FIRST AMENDMENT TO
JOINT EXERCISE OF POWERS AGREEMENT
HUNrINGTON BEACH PUBLIC FINANCING AUTHORITY
THIS FIRST AMENDNIENT TO JOINT EXERCISE OF POWERS AGREEMENT is
dated as of May 16, 1988, by and between the City of Huntington Beach (the "City") and
the Redevelopment Agency of the City of Huntington Beach (the "Agency"), each duly
organized and existing under the laws of the State of California;
WITNESSETH.
NVHER.EAS, the City and the Agency have heretofore entered into that certain
agreement entitled "Joint Exercise of Powers Agreement," dated as of March 7, 1988, (the
"Joint Exercise of Powers Agreement") pursuant to Resolution No. 5854 adopted by the
City Council of the City and pursuant to Resolution No. 149 adopted by the Agency; and
NI'HEREAS, the City and the Agency wish to amend the Joint Exercise of Powers
Agreement at this time with respect to the designation of the officers of the Authority;
N01V, THEREFORE, in consideration of the above premises and of the mutual
promises herein contained, the City and the Agency do hereby amend the Joint Exercise
of Powers Agreement as follows:
1. Section 3.01 of the Joint Exercise of Powers Agreement is hereby amended in
its entirety to read as follows:
"Section 3.01. Chairman, Vice—Chairman and Secretary. The
Mayor of the City shall act ex officia as the Chairman of the Authority, the
Mayor pro tem of the City shall act ex officio as the Vice-Chairman of the
Authority and the City Clerk of the City shall act ex officio as the Secretary
of the Authority. The officers shall perform the duties normal to said
offices. The Chairman shall sign all contracts on behalf of the Authority,
and shall perform such other duties as may be imposed by the Board. The
Vice-Chairman shall sign contracts and perform all of the Chairman's
duties in the absence of the Chairman. The Secretary shall countersign all
contracts signed by the Chairman or Vice-Chairman on behalf of the
Authority, perform such other duties as may be imposed by the Board and
cause a copy of this Agreement to be filed with the Secretary of State
pursuant to the Act."
2. Section 3.02 of the Joint Exercise of Powers Agreement is hereby amended by
deleting the term "Finance Director" in the first sentence thereof and inserting in its place
the term "City Treasurer".
r►r�� �r
• 3. Section 3.05 of the Joint Exercise of Powers Agreement is hereby amended in
fit, entirety to read as Mows:
"Section 3.05. Legal Advisor. The City Attorney of the City shall
act as the legal advisor of the Authority."
IN UITNESS MIIEREOF, the parties hereto have caused this First Amendment
to Joint Exercise of Powers Agreement to be executed and attested by their proper
oilicers thereunto duly authorized and their official seals to be hereto affixed, on the day
and year set opposite the name of each of the parties.
CITY OF INGTON BEACH
Dated: May 1988 1-7 7
Mayor
ATTEST:
City Clerk
(SEAL)
APPROVED AS TO FORIM:
S-Ja 4-City Attorney/Agency Counsel
REDEVELOPMENT AGENCY OF THE
CITY OF NGTON BEACH
Dated: May`, 1988 Z;?L
Chairman
ATTEST:
Agency Clerk
(SEAL)
—2—
r�
f
18025-02 A11iWCF"f! Marc` "As Fun
1
JOINT EXERCISE OF POWERS AGREEMENT
HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY
THIS AGREEMENT (this "Joint Exercise of Powers Agreement") is dated as of
March 7, 1988, by and between the City of Huntington Beach (the "City") and the
Redevelopment Agency of the City of Huntington Beach (the "Agency"), each duly
organized and existing under the laws of the State of California;
WITNESSETI1•
WHEREAS, the City and the Agency from time to time undertake the financing of
public capital improvements and working capital requirements, and the City and the
Agency wish to form a joint powers authority under the Joint Exercise of Powers Law of
the State of California (constituting Chapter b of Division 7 of Title 1 of the Government
Code of the State of California) for the purpose of establishing a vehicle which may
reduce local borrowing costs and promote the greater use of existing and new financial
instruments and mechanisms;
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises herein contained, the City and the Agency do hereby agree as follows:
r�
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Unless the context otherwise requires, the words and
�' • terms defined in this Article shall, for the purpose hereof, have the meanings herein
specified.
"Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5,
Division 7, Title 1 of the Government Code of the State of California.
"Agreement" means this Joint Exercise of Powers Agreement.
"Authorit means the Huntington Beach Public Financing Authority established
pursuant to Section 2.02 of this Agreement.
"Board" means the Board of Directors of the Huntington Beach Public Financing
Authority referred to in Section 2.03, which shall be the governing body of the Authority.
"Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, being Article
4 of the Act (commencing with Section 6584), as now or hereafter amended, or any other
law hereafter legally available for use by the Authority in the authorization and issuance
of bonds to finance the acquisition of Local Obligations and to provide financing to the
City or the Agency for Public Capital Improvements and for`Forking Capital.
"Bond Purchase Agreement" means an agreement between the Authority and the
City or the Agency, pursuant to which the Authority agrees to purchase Local
Obligations from the City or the Agency, as the case may be.
"Bonds" means bonds of the Authority issued pursuant to the Act.
"Directors" means the representatives of the City and the Agency appointed to the
Board pursuant to Section 2.03.
"Fiscal Year" means the period from and including July 1 to and including the
following June 30.
"Local Obligations" means "Bonds", as such term is defined in Section 6535(c) of
the Bond Law, which are issued by the Agency or the City.
"Public Capital Improvement' has the meaning given to such term in Section
6585(g) of the Bond Law.
'Secretary' means the Secretary of the Authority appointed pursuant to Section
3.01.
"Treasurer" means the Treasurer of the Authority appointed pursuant to Section
3.02.
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'Working Ca ital" has the meaning given to the term in Section 6585(i) of the
Bond Law.
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Purpose. This Agreement is made pursuant to the Act providing
for the joint exercise of powers common to the City and the Agency. The purpose of this
Agreement is to provide for the financing of Public Capital Improvements and Working
Capital for the City and the Agency, the purchase by the Authority of Local Obligations
pursuant to Bond Purchase Agreements, or the loan of funds to the City or the Agency,
in those instances in which the City or the Agency, as the case may be, determines that
there are 'significant public benefits' for taking such action, within the meaning of
Section 6586 of the Bond Law.
Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby
created a public entity to be known as the "Huntington Beach Public Financing
Authority". The Authority shall be a public entity separate and apart from the City and
the Agency, and shall administer this Agreement.
Section 2.03. Board of Directors. The Authority shall be administered by a
Board of Directors consisting of seven (7) Directors, unless and until such number is
changed by amendment of this Agreement. The members of the City Council of the City
and the members of the governing body of the Agency ex `officio shall constitute the
Directors of the Authority. The Board shall be called the "Board of Directors of the
Huntington Beach Public Financing Authority". All voting power of the Authority shall
reside in the Board.
Section 2.04. Meetings of the Board.
(a) RegularA'feetings. The Board shall provide for its regular meetings, provided,
however, that at least one regular meeting shall be held each year. The date, hour and
place of the holding of regular meetings shall be fixed by resolution of the Board and a
copy of such resolution shall be filed with each of the City and the Agency.
(b) Special Meetings. Special meetings of the Board may be called in accordance
with the provisions of Section 54956 of the Government Code of the State of California.
(c) Call, Notice and Conduct of Meetings. All meetings of the Board, including
without limitation, regular, adjourned regular and special meetings, shall be called,
noticed, held and conducted in accordance with the provisions of the Ralph At. Brown Act
of the Government Code of the State of California.
Section 2.05. Minutes. The Secretary shall cause to be kept minutes of the
meetings of the Board and shall, as soon as possible after each meeting, cause a copy of
the minutes to be forwarded to each Director and to the City and the Agency.
Section 2.06. Voting. Each Director shall have one vote.
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Section 2.07. Quorum; Required Votes; Approvals. Directors holding a
majority of the votes shall constitute a quorum for the transaction of business, except
that less than a quorum may adjourn from time to time. The affirmative votes of at least
four (4) of the Directors shall be required to take any action by the Board.
Section 2.08. Bylaws. The Board may adopt, from time to time, such bylaws,
rules and regulations for the conduct of its meetings as are necessary for the purposes
hereof.
ARTICLE III
OFFICERS ANM EMPLOYEES
Section 3.01. Chairman, Vice—Chairman and Secretary. The Board shall
elect a Chairman and Vice-Chairman from among the Directors, and shall appoint a
Secretary who may, but need not, be a Director. The officers shall perform the duties
normal to said offices. The Chairman shall sign all contracts on behalf of the Authority,
and shall perform such other duties as may be imposed by the Board. The Vice-
Chairman shall sign contracts and perform all of the Chairman's duties in the absence of
the Chairman. The Secretary shall countersign all contracts signed by the Chairman or
Vice-Chairman on behalf of the Authority, perform such other duties as may be imposed
by the Board and cause a copy of this Agreement to be filed azth the Secretary of State
pursuant to the Act.
Section 3.02. Treasurer. Pursuant to Section 6505.6 of the Act, the person
performing the function of Finance Director of the City of Huntington Beach is hereby
designated as the Treasurer of the Authority. The Treasurer shall be the depositary,
shall have custody of all of the accounts, funds and money of the Authority from
whatever source, shall have the duties and obligations set forth in Sections 6505 and
6505.5 of the Act and shall assure that there shall be strict accountability of all funds
and reporting of all receipts and disbursements of the Authority. As provided in Section
6505 and Section 6505.6 of the Act, the Treasurer shall make arrangements with a
certified public accountant or firm of certified public accountants for the annual audit of
accounts and records of the Authority.
Section 3.03. Officers in Charge of Records, Funds and Accounts. Pursuant
to Section 6505.1 of the Act, the Treasurer shall have charge of, handle and have access
to all accounts, funds and money of the Authority and all records of the Authority
relating thereto; and the Secretary shall have charge of, handle and have access to all
other records of the Authority.
Section 3.04. Bonding Persons Having Access to Public Capital
Improvements. From time to time, the Board may designate persons, in addition to the
Secretary and the Treasurer, having charge of, handling or having access to any records,
funds or accounts or any Public Capital Improvement of the Authority, and the respective
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• � fir'
amounts of the official bonds of the Secretary and the Treasurer and such other persons
pursuant to Section 6505.1 of the Act.
Section 3.05. Legal Advisor. The Board shall have the power to appoint the
legal advisor of the Authority who shall perform such duties as may be prescribed by the
Board. Such legal advisor may be the City Attorney of the City.
Section 3.06. Other Employees. The Board shall have the power by resolution
to appoint and employ such other consultants and independent contractors as may be
necessary for the purposes of this Agreement.
All of the privileges and immunities from liability, exemption from laws,
ordinances and rules, all pension, relief, disability, workers' compensation and other
benefits which apply to the activities of officers, agents, or employees of a public agency
when performing their respective functions shall apply to the officers, agents or
employees of the Authority to the same degree and extent while engaged in the
performance of any of the functions and other duties of such officers, agents or employees
under this Agreement.
None of the officers, agents, or employees directly employed by the Board shall be
deemed, by reason of their employment by the Board to be employed by the City or the
Agency or, by reason of their employment by the Board, to be subject to any of the
requirements of the City or the Agency.
Section 3.07. Assistant Officers. The Board may by resolution appoint such
assistants to act in the place of the Secretary or other officers of the Authority (other
than any Director), and may by resolution provide for the appointment of additional
officers of the Authority who may or may not be Directors, as the Board shall from time
to time deem appropriate.
ARTICLE W
POMMRS
Section 4.01. General Powers. The Authority shall exercise in the manner
herein provided the powers which are common to each of the City and the Agency and
necessary to the accomplishment of the purposes of this Agreement, subject to the
restrictions set forth in Section 4.04.
As provided in the Act, the Authority shall be a public entity separate from the
City and the Agency. The Authority shall have the power to acquire and to finance the
acquisition of Public Capital Improvements necessary or convenient for the operation of
the City or the Agency.
Section 4.02. Power to Issue Revenue Bonds. The Authority shall have all of
the powers provided in the Act, including the power to issue Bonds thereunder.
—5—
Section 4.03. Specific Powers. The Authority is hereby authorized, in its own
name, to do all acts necessary for the exercise of the foregoing powers, including but not
limited to, any or all of the following:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to acquire, construct, manage, maintain or operate any Public
Capital Improvement, including the common power of the City and the
Agency to acquire any Public Capital Improvement by the power of eminent
domain;
(d) to sue and be sued in its own name;
(e) to issue Bonds and otherwise to incur debts, liabilities or
obligations, provided that no such Bond, debt, liability or obligation shall
constitute a debt, liability or obligation of any of the City and the Agency;
M to apply for, accept, receive and disburse grants, loans and
other aids from any agency of the United States of America or of the State
of California;
(g) to invest any money in the treasury pursuant to Section
6505.5 of the Act which is not required for the immediate necessities of the
Authority, as the Authority determines is advisable, in the same manner
and upon the same conditions as local agencies, pursuant to Section 53601
of the Government Code of the State of California;
(h) to carry out and enforce all the provisions of this Agreement;
(i) to make and enter into Bond Purchase Agreements;
0) to make loans to the City or the Agency, to the extent the City
or the Agency (as the case may be) is authorized by law to borrow moneys,
to be used to pay for Public Capital Improvements or Working Capital, or to
refinance indebtedness incurred by the City or the Agency in connection
with Public Capital Improvements undertaken and completed; and
(k) to exercise any and all other powers as may be provided in the
Act or in the Bond Law.
Section 4.04. Restrictions on Exercise of Pokers. The powers of the Authority
shall be exercised in the manner provided in the Act and in the Bond Law, and, except
for those powers set forth in the Bond Law, shall be subject (in accordance with Section
6509 of the Act) to the restrictions upon the manner of exercising such powers that are
imposed upon the City of Huntington Beach in the exercise of similar powers.
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Section 4.05. Obligations of Authority. The debts, liabilities and obligations of
the Authority shall not be the debts, liabilities and obligations of the City and the
Agency.
ARTICLE V
METHODS OF PROCEDURE; CREDIT TO MEMBERS
Section 5.01. Assumption of Responsibilities By the Authority. As soon as
practicable after the date of execution of this Agreement, the Directors shall give notice
(in the manner required by Section 2.04) of the organizational meeting of the Board. At
said meeting the Board shall provide for its regular meetings as required by Section 2.04
and elect a Chairman and Vice-Chairman, and appoint the Secretary.
Section 6.02. Delegation of Powers. The City and the Agency hereby delegate
to the Authority the power and duty to acquire, by lease, lease-purchase, installment
sale agreements, or otherwise, such Public Capital Improvements as may be necessary or
convenient for the operation of the City or the Agency.
Section 5.03. Credit to City and the Agency. All accounts or funds created
and established pursuant to any instrument or agreement to which the Authority is a
party, and any interest earned or accrued thereon, shall inure to the benefit of the City
and the Agency in the respective proportions for which such funds or accounts were
created.
ARTICLE VI
CONTRIBUTION: ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions. The City and the Agency may in the appropriate
circumstance when required hereunder: (a) make contributions from their treasuries for
the purposes set forth herein, (b) make payments of public funds to defray the cost of
such purposes, (c) make advances of public funds for such purposes, such advances to be
repaid as provided herein, or (d) use its personnel, equipment or property in lieu of other
contributions or advances. The provisions of Government Code Section 6513 are hereby
incorporated into this Agreement by reference.
Section 6.02. Accounts and Reports. To the extent not covered by the duties
assigned to a trustee chosen by the Authority, the Treasurer shall establish and maintain
such funds and accounts as may be required by good accounting practice or by any
provision of any trust agreement entered into with respect to the proceeds of any Bonds
issued by the Authority. The books and records of the Authority in the hands of a
trustee or the Treasurer shall be open to inspection at all reasonable times by
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•
representatives of the City and the Agency. The Treasurer, within 180 days after the
close of each Fiscal Year, shall give a complete written report of all financial activities for
such Fiscal Year to the City and the Agency to the extent such activities are not covered
by the report of such trustee. The trustee appointed under any indenture or trust
agreement shall establish suitable funds, furnish financial reports and provide suitable
accounting procedures to carry out the provisions of said trust agreement. Said trustee
may be given such duties in said indenture or trust agreement as may be desirable to
carry out this Agreement.
Section 6.03. Funds. Subject to the applicable provisions of any instrument or
agreement which the Authority may enter into, which may provide for a trustee to
receive, have custody of and disburse Authority funds, the Treasurer of the Authority
shall receive, have custody of and disburse Authority funds as nearly as possible in
accordance with generally accepted accounting practices, and shall make the
disbursements required by this Agreement or to carry out any of the provisions or
purposes of this Agreement.
ARTICLE VII
TERM
Section 7.01. Term. This Agreement shall become effective, and the Authority
shall come into existence, on the date of execution hereof by the City and the Agency, and
this Agreement and the Authority shall thereafter continue in full force and effect so long
as either (a) any Bonds remaining outstanding or (b) the Authority shall own any interest
in any Public Capital Improvements.
Section 7.02. Disposition of Assets. Upon termination of this Agreement, all
property of the Authority, both real and personal, shall be divided among the parties
hereto in such manner as shall be agreed upon by the parties.
ARTICLE VIII
1%HSCELLANEOUS PROVISIONS
Section 8.01. Notices. Notices hereunder shall be in writing and shall be
sufficient if delivered to:
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Attention: City Administrator
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Redevelopment Agency of the
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Attention: Executive Director
Section 8.02. Section Headings. All section headings in this Agreement are for
convenience of reference only and are not to be construed as modifying or governing the
language in the section referred to or to define or limit the scope of any provision of this
Agreement.
Section 8.03. Consent. Whenever in this Agreement any consent or approval is
required, the same shall not be unreasonably Kithheld.
Section 8.04. Law Governing. This Agreement is made in the State of
California under the constitution and laws of the State of California, and is to be so
construed.
Section 8.05. Amendments. This Agreement may be amended at any time, or
from time to time, except as limited by contract with the owners of Bonds issued by the
Authority or by applicable regulations or laws of any jurisdiction having authority, by one
or more supplemental agreements executed by both of the parties to this Agreement
either as required in order to carry out any of the provisions of this Agreement or for any
other purpose, including without limitation addition of new parties (including any legal
entities or taxing areas heretofore or hereafter created) in pursuance of the purposes of
this Agreement.
Section 8.06. Enforcement by Authority. The Authority is hereby authorized
to take any or all legal or equitable actions, including but not limited to injunction and
specific performance, necessary or permitted by law to enforce this Agreement.
Section 8.07. Severability. Should any part, term or provision of this
Agreement be decided by any court of competent jurisdiction to be illegal or in conflict
with any law of the State of California, or othem-ise be rendered unenforceable or
ineffectual, the validity of the remaining portions or provisions shall not be affected
thereby.
Section 8.08. Successors. This Agreement shall be binding upon and shall inure
to the benefit of the successors of the City or the Agency, respectively. Neither the City
nor the Agency may assign any right or obligation hereunder without the written consent
of the other.
j s '
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and attested by their proper officers thereunto duly authorized and their official
seals to be hereto affixed, on the day and year set opposite the name of each of the
parties.
CITY OF HUNT GTO BEACH
�6�
Dated: A _, 1988 -�
Mayor
ATTEST:
21,60"nl�
City Clerk
(SEAL)
APPROVED AS TO FORM:
City Att rney/Age oun 1 143-►1988
REDEVELOPMENT AGENCY OF THE
Q CITY OF HUNTINGTO BEACH
Xj Dated: afclf , 1988
Chairman
ATTEST:
Agency Clerk
(SEAL)
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ENDORSED — FILED
el SM-In
Irht^H FOND Ell.S.-=tr7 Cf S Ac
MANUAL SIGNATURE CERTIFICATION JUN 08 LOBS
In accordance with the Uniform Facsimile Signature
Public Officials Act, more particularly Section 5501 of the
Government Code of the State of California, I hereby certify
under oath my manual signature.
MANUAL SIGNATURE
Oicil -K Wnwrth
'•'(T•ype or Print Nacre Here)
TITLE OF OFFICE Secretary
NAME OF AGENCY Huntington Beach Public Financin
Authority
Subscribed
/I and sworn to before me
this FLU d ay o f
(Name)
(Tytle)
7 i� s,c'`r`•+ tJOTtGY FUSLIC-CAUFOR-411A
�•%vc'i OV:4f tiC"STY ti
,,� Vy tmir.n. W;rs OCT 10. 1989
I'm 01"rice Of Fie scumn-1 of SIG!!:
rILEP
"by 0 SAC
MANUAL SIGNATURE CERTIFICATION in 08 'TSB
In accordance with the Uniform Facsimile Signature
Public Officials Act, more particularly Section 5501 of the
Government Code of the State of California, I hereby certify
under oath my manual signature.
MANUAL SIGNATURE '
Jo Ersk/' e
Qypdor Print Name Here)
TITLE OF OFFICE �hirm3n_
NAYZ OF AGENCY Hun*incton Beach Public Financinc
Authority
Subscribed and sworn to before me
r�
this 3 day of It I
!�2
(Name)
Witle)
OFFICIAL SEAL
CONNIE A ERCCKWAY
m NOTARY PUBLIC•CALIFORNIA
ORAINGE COUNTY
My comm. exp;res OCT 10, 1989
I
I
19025-02 41111W.-CFAAft May 6,1088 r7m
AGREEMENT
BY AND AMONG
THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORIVi
AND JONES HALL HILL & WHITE, A PROFESSIONAL
1 AW CORPORATION, FOR BOND COUNSEL SERVICES IN
CONNECTION WITH TAX ALLOCATION BOND PIIOCEEDINGS
THIS AGREEMENT is entered into this 16th day of Itlay, 1988, by and among the
HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY (the 'Authority') a,-d JONES
HALL TIILT. & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, Q_,ifornia
("Attorneys ,.
IVITNESSETII.
WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency")
wishes at this time to initiate proceedings to provide financing for various redevelopment purposes
relating to the Iiuntington Center Commercial District Redevelopment Project Area, the plain—Pier
Redevelopment Project Area, the Oakview Redevelopment Project Area and the Talbert-Beach
Redevelopment Project Area, through the issuance of revenue bonds (the 'Bonds") of the Authority
to be secured by tax increment revenues of the Agency relating to such redevelopment project
areas; and
WHEREAS, in connection with such financing the Authority requires the advice and
assistance of bond counsel; and
WHEREAS, the Authority has determined that Attorneys are qualified by training and
experience to perform the services of bond counsel in connection with such financing proceedings,
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 issuance of the Bonds:
(a) Consultation and cooperation with the Agency and Authority counsel, Executive
Director, Treasurer, Secretary and all other officers and employees of the Agency, with the
financial consultant and other professional firms engaged by the Agency or the Authority with
respect to the issuance of the Bonds and aAsisting such persons in the formulation of a coordinated
financial and legal financing from the proceeds of the Bonds.
(b) Preparation of all legal proceeAings deemed necessary or advisable by Attorneys for the
authorization, issuance and delivery of the Bonds; including preparation of W any documentation
required for the issuance of the Bonds by the Authority, including an indenture of trust or
resolution authorizing the issuance of the Bonds, loan ag►-ements with the Agency, resolution
authorizing and directing the sale of the Ponds, resolution awarding the sale of the Bonds to the
purchaser thereof, all documentation required to be executed by the Agency and the Authority in
connection with the delivery cf the Bonds to the successful bidder, and all agreements providing
collateral security for the Bonds except as may be within the scope of responsibility of any
attorneys representing other parties to the transaction, GO all necessary California Debt Advisory
Commission flings and other reports and documents required to be filed by the Authority in
connection with the issuance of the Bonds, (iii) all certificates, deeds, requisitions, receipts and
other documents required in connection with the delivery of the Bonds to the original purchaser
thereof, and (iv) all other proceedings of the Authority and the Agency incidental to or in
connection with the issuance, sale and delivery of the Bonds.
(c) Application for any Internal Revenue Service or other rulings deemed necessary by
Attorneys (but only following consultation with and approval, by the Authority) to ensure the
exemption of interest on the Bonds from federal or, if applicable, State of California personal
income taxation.
(d) Advising the Authority and the Agency as to the need to register the Bonds under
applicable federal securities laws or to obtain a permit to issue the Bonds 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 M unqualifiedly approving in all respects the legality of all proceedings of the
Authority and the Agency for the authorization, issuance and delivery of the Bonds and any
related agreements to which the Authority or the Agency are a party, and (ii) stating that interest
on the Bonds is exempt from federal and State of California personal income taxation. Such
opinion shall be addressed to the Authority and the Agency; provided, however, that such opinion
shall inure to the benefit of the owners of the Bonds 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 Authority and the Agency, the original purchaser of the Bonds
and other interested parties as shall be requested of and deemed appropriate by Attorneys.
(f) Any and all legal consultation requested by the Authority or the Agency concerning the
Bonds and any resolutions, certificates, agreements and other documents relating to the
authorization, issuance and delivery of the Bonds at any time following issuance of the Bonds.
(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 Bonds 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 Authority and the Agency
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 Bonds.
Without limiting the generality of the foregoing, Attorneys shall not be responsible to preparing
any calculations or documentation to establish compliance with such rebate requirements or
otherwise for computing the amounts required to be rebated, without separate agreement between
the Authority 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 Bonds up to $1 million plus
(b) one-half of one percent (1/2 of 1%) of the principal amount of Bonds in excess of$1 million but
less than or equal to $5 million plus (c) one-quarter of one percent (1i4 of Irk) of said principal
amount in excess of $5 million but less than or equal to $15 million, plus (d) one-eighth of one
-2-
percent (1/8 of 1%) of said principal amount in excess of $15 million. In addition, the Authority
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
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 issuance of the Bonds; and shall be payable solely from the proceeds of the Bonds and
from no other funds of the Authority, the Agency or the City of Huntington Beach.
Section 3. Responsibilities of Authority. The Authority shall cooperate with
Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the
Authority or the Agency and deemed necessary by Attorneys to render an opinion on the validity of
the Bonds. All costs and expenses incurred incidental to the actual issuance and delivery of the
Bonds, including the cost and expense of preparing certified copies of proceedings required by
Attorneys in connection with the issuance of the Bonds, 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 issuance of the Bonds, shall be
paid by the Authority from the proceeds of the Bonds and shall not be the responsibility of
Attorneys.
Section 4. Termination of Agreement. This Agreement may be terminated at any
time by the Authority 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 Authority
become its property and shall be delivered to the Authority by Attorneys.
Section 5. Direction of Authority Attorney. In performing legal services under this
Agreement, Attorneys shall work under the direction and control of the City Attorney, acting as
legal counsel to the Authority, and shall not render additional legal services other than those
specified in this Agreement without the advance concurrence of the City Attorney.
Section G. 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 &. 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
Authority 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 Authority, 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.
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 Agency. Attorneys shall secure at their expense, and be responsible for any and
all payment of income tax, social security, state disability insurance compensation, unemployment
-3-
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.
—4—
' J
IN WITNESS WHEREOF, the Authority and Attorneys have executed this Agreement as
of the date first above written.
HUNTINGTON BEACH PUBLIC FINANCING
AUTHORITY
By
Chairman
Attest:
By
Secretary
Approved as to legal form only.' as_
By
t d City Attorney
��" S — JOKES HALL HILL & WHITE, A
PROFESSIONAL LAW CORPORATION
By
Charles F. Adams, Vice President
REQ17ST EOR.-C�� --COU' '"AL/
REDE `R ` +" �E Y ��, ION
October 14, 1988
CITY CLkUX
Submitted to: Honorable icy iernber
Submitted by: Paul E. Cook, City Administrator
Prepared by: Robert J. Franz, Deputy City Administrator
Subject. Proposed Use of Funds - Bond Proceeds
Consistent with Council policy? [ Yes [X] New Policy or Exception
Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments:
Statement of Issue: In May, 1988 the Redevelopment Agency received $14,869,125 of loan
proceeds rom t e untington Beach Public Financing Authority. Staff is proposing that the
Agency allocate the proceeds as described in this report.
Recommended Action: Approve the proposed use of funds as shown in Exhibit I and amend the
operating agreements accordingly.
Analysis: The issuance of $26,775,000 of revenue bonds by the Huntington Beach Public
Financing Authority in May, 1988 has given the Agency the opportunity to finance
redevelopment projects, low income housing projects and to repay a portion of the prior loans
and advances from the City. $14,869,125 of proceeds have-been received and an additional
$9,650,000 will be received over the next three years. To pay the annual debt to the bond
holders, the Agency has pledged its tax increment over a 30 year repayment period. This annual
debt service is $1,245,000 increasing to $2,l 17,000 upon release of the additional $9,650,000
over the next three years. Therefore, the proceeds provide the City/Agency with the ability to
fund projects in the next few years with repayment over a fairly long period of time.
As indicated in Exhibit I, staff is proposing that a portion of the $14,869,125 of loan proceeds be
allocated for budgeted 1988/89 redevelopment projects, repayment of a portion prior City
advances and that approximately $5.3 million be held by the Agency for future redevelopment
and low income housing projects. The 1988/99 projects were previously approved by the
Council/Agency as part of the normal budget process. The repayment of prior City advances is
separated into two categories. The first is repayment of general fund advances for 1987/88
direct salaries, benefits and operating costs for three project areas (Huntington Center,
Main-Pier, and Oakview) and those same costs plus partial payment for land transferred to the
Agency in the Talbert-Beach Project Area. This category of repayment totals about $1,650,000
and is recommended to be reserved for unfunded City capital improvement projects. The
second category is repayment of a variety of other city advances totalling about $4,450,000. It
is recommended that this category of repayment be held in reserve by the City for future
decisions as to proper use. This second category of funds could be held by the Redevelopment
Agency instead of the City, but it would be to our overall economic advantage to have these
funds held by the City.
The advantages of the City holding these funds are as follows:
1. The City will have greater flexibility in the use of the money. If desired, the City
could re-loan any portion of the money to the Agency for specific projects. The
money could also be used by the City in the future. The City/Agency will not lose
any funding or flexibility for any project.
PIO 4184
(REQUEST FOR COUNCIL ACT1O:� )
Ivroposed Use of Funds - Bond Proceed
2. The total debt of the Agency will be reduced but will still be sufficient to collect
all tax increment revenue.
3. Federal arbitrage restrictions will be substantially lifted on investments of the
proceeds of the bonds. The City Treasurer has indicated that the current yield on
investments is exceeding the arbitrage limit for this bond issue of 8.26%. The
Agency has six months from the receipt of the bond proceeds to spend the money
and avoid any arbitrage restriction. Repaying the City loans constitutes spending
the proceeds. Approval of this request could allow an increase in interest income
of $50,000 to $100,000 per year.
In addition, staff is proposing that certain funds be repaid from the Low-Income Housing Fund
to the Emerald Cove Housing Fund. These represent the amounts that VAR be used to subsidize
rents for this senior housing project in the Talbert-Beach Project Area for fiscal year 1988/99.
For future years, staff intends to propose using these proceeds to have the Agency pay all its
own direct operating costs plus the cost of projects in redevelopment project areas that are not
financed from other, more appropriate funding sources. Some of the future anticipated projects
are listed in Exhibit II by project area.
As indicated in Exhibit I, a portion of the bond proceeds are being held by the bond trustee in an
escrow ($9,650,000). When the assessed valuation of the project areas grows to a sufficient
level, more of the proceeds will be released. When this occurs, the Council/Agency will be
requested to allocate the additional proceeds.
Alternative Action:
1. ❑o not approve the amendments to the operative agreements.
2. Approve a different repayment formula.
Attachments:
Exhibit I - Proposed Use of Funds
Exhibit 11 - Redevelopment Project Summary
40331
EXHarr z
TAX ALLOCATION BOND PROCEEDS
PROPOSED USE OF FUNDS
1988/89
Total Bond Proceeds 26,775,000
Cost of Issuance -613,869
Required Reserves -1,642,006
Escrowed Funds 79.650,000
Funds Held by Agency 14,869,125
PROPOSED USE OF FUNDS:
Repayment to City for Advances
1988/89 (-----------------------------) Redevipmt
Project Redevlpmnt General Reserve Em. Cove fund
Area Proyects Fund Fund Fund Balance TOTAL
Huntington Center 1,565,000 207,814 2,321.252 1.641 .756 5,735.822
Main-Pier 1 ,150.000 429,313 1 ,127,703 2.707,016
Oakview 1,400.000 83,256 995,623 2,478,879
Talbert-Beach 40,000 933,583 973,583
0
Housing Funds 50,000 2,923,825 2,973,825
TOTAL 4, 155,000 1 .653,966 4,444,578 50,000 4,565,581 14,869,125
EXHIBIT II
UNFUNDED REDEVELOPMENT PROJECTS
1988/89 - 1991/92
FISCAL YEARS
MAIN-PIER PROJECT AREA 1988189 89/90-91/92
Walnut Avenue Extension 2.500,000
Lifeguard Headquarters 250.000 500,000
PCH Storm Drain 400,000
Maxwell' s Renovation $001000
Lake St. Storm Drain 550,000
Atlanta Ave Widening 1.250.000
Main St. Improvements 540,000
Mobile Home Park Imprvmts 81000,000
Sub-Total 1 ,150.000 13,340.000
OAKVIEW PROJECT AREA
----------------------
Repayment of Debt: Mole 1400,000
Barton Dr. Extension Z00,000 1 .400,000
Elm/Keelson Ln. Extension 120,000
Maadtill/tristen 600,000
Sub-Total 1 ,400,000 2,120.000
HUNTINGTON CENTER
PROJECT AREA
----------------------
Edinger Ave. Undergrounding 200,000 11000,000
Hoover/Gothard Connection 700,000 5,000,000
Edinger Ave. Improvements , 900,000
Land Acquisition $65,000
Sub-Total 1 ,565,QDD 7,700,000
TALBERT-BEACH PROJECT AREA
----------------------
Sidewalk Improvements 40,000
TOTAL 4, 155.000 23, 160,000
R�� 3�8�
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NOTICE OF SPECIAL MEETING
HUNTINGTO` BEACH PUBLIC FINANCING AUTHORITY
NOTICE. IS ITEREBY Gri'Eti that the Board of Directors of the Huntington Beach
Public Financing authority (the "Authority") will hold a special meeting on Monday, May
16, 1968. at the hour of 7:00 p.m., or shortly thereafter, at the Huntington Beach City
Council Chambers, 2000 Main Street, Huntington Beach, California. The business to be
transacted at said meeting consists of: (1) the election of officers and other organizational
matters; (2) designation of Lhe time and place of regular meetings of the Board of
Directors; (3) consideration of the issuance and sale by the Authority of its bonds under
the Marks-Roos Local Bond Pooling Act of 1985. being Article 4 (commencing Ncith .
Section 6584) of the California Government Code, in the aggregate principal amount of
not to exceed $30,000,000 to finance four loans to the Redevelopment Agency of the City
of Huntington Beach (the "Agency"), in the amount of not to exceed $10,7 i 5,000 relating
to the Main-Pie: Redevelopment Project. the amount of not to exceed $3,500,000 relating
to the Oak-view Redevelopment Project, the amount of not to exceed $2,265,000 relating
to the Talbert-Beach Redevelopment Project. and in the amount of not to exceed
S.13,460,000 relating to the Huntington Center Commercial District Redevelopment
Project. (4) consideration of the approval of the execution and delivery by the authority of
certain Loan Agreements among the Authority, the Agency and a trustee named therein
with respect to the loans described above, (5) consideration of the sale of the bonds
referred to above pursuant to a Purchase Contract by and among the Authority, the
Agency and Stone & Youngberg. as underwriter, and (6) consideration of an 0fcial
Statement and other documentation and actions in connection with the issuance of said
bonds and the making of said loans.
Bated- May 1986
HUNU GTO\ BF CH PUBLIC
FINANCLtiIG AUT Ri
By
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By
Board Member
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Board Member
Board Member
Office of the Ctly CI&rk
City of Huntington Beath
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Mr, Roy Erwin
JEFFRIES BANICNOTE CO.
1330 Woot Pico Blvd.
Los Angeles, CA 90015
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JEFTRIES NAf1KNOTE CO.
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JOKES HALL HILL & WHITE,
A Professional Lau, Corporation
ATTORNEYS AT LAIS'
Four Embarcadero Center, Suite 1950
San Francisco, California 94111
TELECOPY TRANSMITTAL SHEET
TO: ��wa.&2AL2 r .� TELEPHONE #: (-7-1 V
AT: TELECOPY
FRMr. TELEPHONE #: (415) 391-5780
AT: Jones Hall Hill d White TELECOPY #: (415) 956-6308 or
(415) 391-5784185
DATE: /t TIME:
NUMBER OF PAGES (including transmittal sheet);
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$26,775,000
HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY
i986 REVENUE BONDS, SERIES A
(Huntington Beach Redevelopment Projects)
SCHEDULE OF TRANSCRIPT DOCUMENTS
A. AUTHORIZATION AND ISSUANCE DOCUMENTS
1. List of Financing Participants.
02.'
Resolution No. 5854, entitled "Resolution of the City Council of the City of
Huntington Beach Authorizing Formation of the Huntington Beach Public
Financing Authority with the Redevelopment Agency", adopted by the City
Council of the City of Huntington Beach (the "City") on March 7, 1988.
3. Resolution No. 149, entitled "Resolution of the Redevelopment Agency of the City
of Huntington Beach Authorizing Formation of the Huntington Beach Public
Financing Authority with the City of Huntington Beach', adopted by the
Redevelopment Agency of the City of Huntington Beach (the "Agency") on March
7, 1988.
C4) Resolution No. 6875, entitled "Resolution of the City Council of the City of a
Hungtinion Beach Amending Joint Exercise of Powers Agreement with Respect
to the Huntington Beach Public Financing Authority", adopted by the City Council
of the City on May 16, 1986.
5. Resolution No. 151, entitled "Resolution of the Redevelopment Agency of the City
of Huntington Beach Amending Joint Powers Agreement with Respect to the
Huntington Beach Public Financing Authority", adopted by the Agency on May
16, 1988.
G.1 Resolution No. 1, entitled "Resolution of the Huntington Beach Public Financing
Authority Authorizing the Issuance of Not to Exceed $30,000,000 Principal
Amount of Revenue Bonds Relating to Main-Pier Redevelopment Project,
Oakview Redevelopment Project, Talbert-Beach Redevelopment Project and
Huntington Center Commercial District Redevelopment Project, Authorizing and
Directing Execution of Related Indenture of Trust and Loan Agreements,
Authorizing Sale of Bonds, Approving Official Statement, Engaging Bond
Counsel, Appointing Executive Director and Deputy Executive Director, and `
Authorizing Official Action", adopted by the Huntington Beach Public Financing
Authority (the "Authority") on May 16, 1988.
7. Resolution No. 152, entitled "Resolution of the Redevelopment Agency of the City
of Huntington Beach Authorizing the borrowing of Funds from the Huntington
Beach Public Financing Authority in the Amount of Not to Exceed $10,775,000
Relating to Main-Pier Project. Not to Exceed $3,500,000 Relating to Oakview
Project, Not to Exceed S2,265,000 Relating to Talbert-Beach Project and Not to
• S
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Exceed $13,460,000 Relating to Huntington Center Commercial District Project,
Authorizing and Directing Execution of Related Loan Agreements, Approving Sate
of Bonds and Official Statement, and Authorizing Official Actions", adopted by
the Agency on May 16, 1988.
08- Resolution No. 5876, entitled "Resolution of the City Council of the City of
Huntington Beach Approving the Issuance of Not to Exceed $30.000,000 Principal
Amount of Huntington Beach Public Financing Authority 1988 Revenue Bonds,
(Huntington Beach Redevelopment Projects), Borrowing of Bond Proceeds by the
Redevelopment Agency of the City of Huntington Beach", adopted by the City
Council of the City on May 16, 1988,
9. Preliminary Official Statement.
10. Indenture of Trust, dated as of May 1, 1988, by and between the Authority and
First Interstate Bank of California (the "Trustee").
11. Loan Agreement, dated as of May 1, 1938, by and among the Agency, the
Trustee and the Authority, relating to the Huntington Center Commercial District
Redevelopment Project.
12. Loan Agreement, dated as of May 1, 1988, by and among the Agency, the
Trustee and the Authority, relating to the Main-Pier Redevelopment Project.
13. Loan Agreement, dated as of May 1, 1988, by and among the Agency, the
Trustee and the Authority, relating to the Oakview Redevelopment Project.
14. Loan Agreement, dated as of May 1, 1988, by and among the Agency, the
Trustee and the Authority, relating to the Talbert-Beach Redevelopment Project.
15. Purchase Contract, dated May 24, 1988, among Stone & Youngberg (the
"Underwriter"), the Agency and the Authority.
16. Certificate of Mailing Report of Proposed Debt Issuance and Report of Final Sale
to California Debt Advisory Commission, together with Reports.
17. Final Official Statement, dated May 24, 19'W8.
B. AUTHORITY DOCUMENTS
1. Initial Notice as to Joint Powers Agreement and Notice as to Amendment of a
Joint Powers Agreement, each stamped to reflect filing with the California
Secretary of State.
2. Certificate Regarding Effectiveness of Joint Powers Agreement, together with
.Joint Powers Agreement and any and all amendments thereto.
3. Incumbency and Signature Certificate of the Authority.
J `
REQUEST FOR CITY COUNC12 ACTION
Date May 4. 1988
Submitted to: Honorable Mayor and City Council Members
Submitted by: Paul E. Cook, City Administrator
Prepared by: Robert J. Franz, Deputy City Administrato
Subject: Approva Or 19XPTtTbfr0Pi'n'an"c Authority Bo ds
Res A
Consistent with Council Poli 7 T o cy or Exception
Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments:
Statement of Issue: On Alarch 7, 1988, the Council/Agency approved the formation of a
Public finance Auihority for the purpose of selling revenue bonds based on the
Redevelopment Agency's tax increment revenue. 111nor amendments to the original documents
are needed to incorporate City Charter requirements. This financing has now been rated and
documents are submitted for the consideration of the City Council, Redevelopment Agency and
Public Finance Authority.
Recom mendations:
City Council and Redevelopment Agency Actions:
A. Approve City Council Resolution amending the Joint Powers Agreement
dated as of March 7, 1988.
B. Approve Redevelopment Agency Resolution Z:5-/— amending the Joint Powers
Agreement dated as of March 7, 1988.
City Council Action:
C. Approve Resolution j2E2 approving the Issuance of bonds.
Redevelopment Agency Actions'.
D. Approve Resolution 16 approving. 1) the four Loan Agreements (one each
project area); 2) the Official Statement; 3) sale of the bonds to Stone and
Youngberg; and 0.the Purchase Contract.
Finance Authority Actions-
E. Approve Resolution approving: 1) the four Loan Agreements; 2) the
Official Statement; 3) the sale of the bonds to Stone and Youngberg, 4} the
Purchase Contract; 5) the Indenture; 6) retention of Jones Hall Hill and White as
bond counsel; 7) authorizing the issuance of the bonds and 8) appointing City
Administrator and Deputy Administrator as officers of the Authority.
F. Approve Resolution_eL establishing the time and place of the Public Finance
Authority's annual meeting (in conjunction with the City Council's meeting the
third Monday in December each year).
Pl D 5185
�ZEQUEST FOR COUNCIL ACTION,
Approval oTDocuments for Public Finance Auth city Bonds
Anal is: The Marks-Roos Bond Pooling Act of 1985, permits the sale of one bond issue
predicated on the increment from more than one project area through a joint powers authority.
The Huntington Beach Public Finance Authority was formed for this purpose on Alareh 7, 1988.
By pooling the Agency's project area tax increment revenues, the Redevelopment Agency can
reduce the costs of issuance and obtain bond proceeds to use for a variety of projects. This will
reduce, and in some areas eliminate, the need for further City loans or advances for
redevelopment projects. Bond proceeds can also be used to repay prior advances from the City.
This bond issue is secured by the existing tax increment from the Main/Pier, Huntington Center,
Oakview, and Talbert/Beach project areas and proceeds will be Ioaned by the Finance Authority
to the Redevelopment Agency in exchange for the Agency's pledge of tax increment revenues.
The proceeds will be allocated according to the tax increment available in Each project area:
Main/Pier: $ 3,437,205 (at closing)
5,475,000 (in escrow)
$ 8,9129205
1untington Center: $ 7,190,412 (at closing)
_3,655,000 (in escrow)
$ 10,845,412
Oakview: $ 3,099,409 (at closing)
-0- (in escrow)
$ 3,099,409
Talbert/Beach $ 1,239,351 (at closing)
580,000 (in escrow)
$ 1,819,351
Issuance Expenses: $ 146,323
Discount 470,000
Reserves 1,567,300
Grand Total $ 26,860,000*
*All figures are est[mates and subject to change prior to closing
The amounts to be received by the Agency at closing are based on the current annual tax
Increment revenue actually received by the Agency. The amounts in escrow are based on tax
Increment revenue from projects which are either: complete but not yet recorded by the
County Assessor, under construction, or (in one case) for which approval is expected. These
estimates of future tax increment revenue are very conservative since many projects that are
expected to proceed are not included in the estimates. For instance, no assumptions are made
regarding Phase I or II o7 the Alain/Pier project area, Waterfront, further Huntington Center
improvements, residential build out in the Talbert/Beach project area or normal property
sales/turnover in any project area. Therefore, actual future tax increment revenue is expected
to exceed the estimates on which this financing is based. The estimates for the financing were
prepared by an outside source as required by rating agencies.
Reserve funds are established in sufficient amounts to call bonds representing the amounts in
escrow so that if the Agency never received the increment from these projects there would be
no financial liability on the part of the Agency or the Finance Authority.
-2-
3771i
• EQUEST FOR COUNCIL ACTION
Approval of Documents for Public Finance Authority Bonds
Each Loan Agreement is independent of the others and a default in one project area (for
example, if a natural disaster reduced or eliminated tax increment payments) this would have
no impact on the other project area loans.
As a requirement of the rating agency, there is a debt service coverage factor for each loan to
the Redevelopment Agency ranging from 115 - 125 percent.
This issue has been reviewed by Moody's Investor Service and has been rated Baa.
The term of the bonds is thirty years.
The Official Statement, Indenture, Loan Agreements, Purchase Agreement and other documents
are on file with the City Clerk.
Alternatives: Do not approve the resolutions authorizing the issuance.
Funding Source: All issuance expenses (bond counsel, printing, rating agency fees, etc.) will be
paid from proceeds. The source of repayment is tax increment.
Attachments:
Resolutions:
1. City Council
2. Redevelopment Agency
3. Finance Authority
-3-
3771 j
CEF ICATE OF INSURAPSE `
This Certificate of Insurance neither affirmatively or negatively amends, extends or alters the coverage afforded by policy numbers listed below.
❑OULF INSURANCE COMPANY
#2 - MILS BWM & COUAI3Fi' OWAM ❑ATLANTIC INSURANCE COMPANY
13 - sTom" nomm E mrmr ❑SELECT INSURANCE COMPANY
#1 XE INS. CO. OF THE PACIFIC COAST
EXECUTIVE OFFICES, OALLAS, TEXAS
CERTIFICATE ISSUED TO: r
NAME
W am PROM" � - INSURED 2M-)AMS�
and 400 CMIC MW and 8W= s
ADDRESS A MA* 9M1 I ADDRESS
The'Insufance afforded Is only with respect to•such of the following Parts designated by an"X" in QX
POLICY POLICY KIND OF POLICY LIMITS OF LIABILITY
NUMBER PERIOD
Eff. Provided by Workmen's Compensation Law
Exp. WORKMEN'S COMPENSATION• • States of
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e 1-1_76 Bodily Injury Liability S S
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Eff. COMPREHENSIVE AUTOMOBILE LIABILITY INSURANCE . . . . ❑
Exp. Bodily Injury Liability S $
Property Damage Liability $
Combined Bodily Injury and Property Damage Liability , a
Eff. BASIC AUTOMOBILE LIABILITY INSURANCE. .... . . . . . . ❑
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Hired Automobiles Bodily Injury Liability S $
Non-owned Automobiles Property Damage Liability $
Eff, MULTI-PERIL LIABILITY . . . . . . . . . . . . . . . . . . . . . . . EACH OCCURRENCE AGGREGATE
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Property Damage Liability $ $
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Eff. AUTOMOBILE PHYSICAL DAMAGE . . . . . . . . . . . . . . . . . COVERAGE AFFORDED DESIGNATED BY AN "X"
Exp. COMPREHENSIVE COLLISION Fire. H Comb. ;
Less Less Lighting E Add-I.
DESCRIPTION OF VEHICLE ACV Deductible ACV Deductible & F Cov. ,
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In the event of any material change in, or cancellation of, said policies,the Company will endeavor to give written notice to the party to whom this
certificate is issued,but failure to give such notice shall impose no obligation upon the Company (except to Mortgagee for Automobile Physical Damage).
(Date) - -� �` � 1975
AGENT'S 5—ane rhea.! & (�"ert, L1C•
NAME pe 0. BOX 2n
and
ADDRESS ,$l111tti08t= B*&Cbg, C&H102` IS; 92W� By p-e
AU ORIZED REPRESENTATIVE
AGENT—COPY MUST BE MAILED TO COMPANY ON DATE OF ISSUE '
449(12-74)
"IT IS AMMM THAT THIS POLICY SHALL NOT BE C INUIL1ZO NOR 'IEE COV=XIE IUDUCED
UNTIL 30 DAYS APTSE MWARMW OF REAL PROPk13TY SERVICES, COUNTY OF ORANGEt
SHALL HAVE RECFrM WRITTM NOTICE OF SUCH CANCELLATION OR REDUCTION. TIE
NOTICE SHALL BE SENT BY CERI'Ir D OR REGISTERED, NAIL AN" JHALL BE DMOM
EE'FECTIVE THE DATE DELIVERED, AS EVIDENCED BY PROPERLY VALIDATED RETURN
RECEIPT."
"THE INCLUSION IN OF ANY PERSON OR ENTITY AS AN INMM SHALL NOT AFFECT
ANY RIGHT SUCH PERM OR ENTITY WOULD RAVE AS A CLADUNT HEREUNDER IF NOT SO
INCLUDED."
IT IS MMM AMMD THAT THE COUNTY OF ORANGE (LESSOR) IS AN ADDITIONAL
INSURED BUT ONLY AS RESPECTS OC URANCES WHICH MAY ARISE FROM THE PREMISES
DESCRIBER AS "PARCEL D tad.-1139114 — HUNGTINGTON BEAM CHANNEL, LEASFD By THE
COUNTY TO THE CITY OF HUNTINGTON BEACH.
REQ' ST FOR CITY COU CILI j- .
REDEVELOPMENT '
OPMENT AGENCY X%TION
0,V 3170 t�olpl-Vev Re5Q)v+,0,aS RH 89-11
March 1, 1999
dr CV,,re.¢•,,Atit- ate-t�. (7 �nsr..b-�.s,
Submitted to: Honorable %layor/Chairman and City Council/Redevelopment Agency Members
Submitted by: Paul E. Cook, City Administrator/Chief Executive Officer �
Prepered by: Douglas N. La Belle, Deputy City Administrator/Community Develop nt
Subject: RESOLUTIONS TO CREATE JOINT POWERS AUTHORITY FOR THE SALE OF
TAX ALLOCATION BONDS &N5 .0 )q9
Consistent with Council Policy? ] Yes New Policy or Exception
.5m
Statement of Issue, RecomrnwWation,AnaWs, Funding Source,Alternative Actions,Attachments:
STATEMENT OF ISSUE:
To help meet the capital needs of the Redevelopment Agency, it is recommended that a
tax allocation bond issue be sold based on the tax increment from four of the five
protect areas. To structure a bond issue based on tax increment from more than one
project area it is necessary to create a joint powers authority. The appropriate
resolutions are attached.
RECOMMENDATION:
Approve and authorize the City/Agency Clerk to execute the attached resolutions of
the City and Agency, authorizing the execution of the joint exercise of powers agreement.
ANALYSIS:
A recent amendment to state law allows redevelopment agencies to sell tax allocation
bands based on the tax increment of more than one project area. Previously, it was
necessary to structure and sell a separate bond issue for each project area and this
incurred repetitious costs for bond counsel, underwriter and others necessary to prepare
the issue. It also made infeasible the sale of bonds in project areas with relatively
modest tax increment because the costs incurred outweighed the small proceeds.
To take advantage of this approach, state law requires that a joint powers authority be
formed. This authority is the entity that sells the bonds and the proceeds are then
loaned to the Redevelopment Agency. The attached resolutions (one for the City and
one for the Redevelopment Agency) authorize the appropriate officials to execute a
Joint Exercise of Powers Agreement (attached) that creates the Huntington Beach
Public Financing Authority.
It is important to note that the creation of the Financing Authority is not authorization
for the sale of bonds. Several additional steps must occur before the Board of Directors
(the city council) of the Authority are asked to consider -this action. Creation of the
Authority, however, will give the staff sufficient direction to proceed with the
preparation of the necessary documents, receive a rating on a proposed bond issue, and `
direct the services of bond counsel and the underwriter. Should the Authority be
created, these steps would require approximately 60 days before the Authority could
consider the sale of bonds.
PEA JAU
RH 88-11
March 7, 1988
Page Two
Tax allocation bonds are a long standing form of redevelopment finance. In this case,
the Agency pledges tax increment to the repayment of the loan from the Financing
Authority instead of to the bond holders. Proceeds of the issue are allocated to each
project area on a pro-rata basis. A previously transmitted Council-Administrator
Communication outlining the advantages of a "pooled" tax allocation bond issue is
attached as is a memo from the City's Bond Counsel (Jones Hall Hill and White)
discussing the legal authority for and structure of such a bond issue.
FIJNDINO.S_OURCE:
Creation of the Authority incurs no costs. The staff costs to prepare the bond issue
would be an Agency administrative expense. The fees for bond counsel and underwriter
are contingent upon the successful sale of a bond Issue and are paid from the proceeds
of the issue.
ALTERNATBM ACTION:
Do not create the Huntington Beach Public Financing Authority.
AITACUMENTS:
Resolutions.
Joint Exercise of Powers Agreement.
PECIDLB/SVK:sar
2579r
•
�. CITY OF HUNTINGTON BEACH
CA 88-22
COUNCIL - ADMINISTRATOR COMMUNICATIONW"NOCK"SUCH
To Honorable Mayor and From Paul E. Cook
City Council Members City Administrator
Subject PROPOSED TAX ALLOCATION Date February 19, 1988
BOND ISSUE
In our continuing effort to fund the necessary public improvements within our
redevelopment project areas, I have requested staff to explore funding mechanisms that
might be available. To procure a share of the total capital needed for these
undertakings, it is our recommendation that the City and Agency cooperate in the
formation of a joint powers authority to sell tax allocation bonds based on the tax
increment currently available from four of the City's five project areas.
To further explain this recommendation, three documents are attached for the Council's
review.
1. "A Discussion Paper on the Proposed Sale of Tax Allocation Bonds;" February 1988;
by staff.
2. Memo; "Proposed Tax Allocation Financing;" January 29, 1988; Mr. Charles F.
Adams, Partner; Jones Hall Hill and white.
3. A list of public works projects within each of the affected project areas that could
be funded with the proceeds of a tax allocation bond issue.
As mentioned above, to sell a tax allocation bond issue based upon the tax increment
from more than one project area, requires the formation of a joint powers authority.
This authority may be created by the adoption of resolutions of the City and Agency
authorizing the execution of a Joint Powers Agreement. I anticipate that such a
resolution will be complete in sufficient time for presentation to the City Council at its
regular adjourned meeting of March 7, 1988.
In the meantime, if you should have any questions, we will be happy to respond.
PEC/SVK:sar
xc: Bob Franz, Deputy City Administrator/Administrative Services
Douglas N. La Belle, Deputy City Administrator/Community Development
Pat Spencer, Director of Housing do Redevelopment Division
Stephen V. Kohler, Principal Redevelopment Specialist
2387r
CITY OF HUNTINGTON BEACH
REDEVELOPMENT AGENCY
DISCUSSION OF PROPOSED SALE OF
TAX ALLOCATION BONDS
The California Health and Safety Code (Sections 33000 et seq.) authorizes redevelopment
agencies to collect the incremental tax increases recorded by the county tax assessor for
properties within an approved redevelopment project area. This is commonly referred to
as "Tax Increment." These funds, collected by the county tax collector and distributed to
the redevelopment agency on an annual basis, may be used by the agency for any bonofide
redevelopment purpose, including but not limited to: construction of any improvements
within the project area from which they are generated, the purchase of land, the payment
of relocation benefits, or the repayment of debt.
A long standing principal of tax increment financing has been the ability of agencies to
capitalize the anticipated cash flow of tax increment through the sale of bonds. These
bonds are known as "Tax Allocation Bonds." The bonds constitute a debt solely of the
redevelopment agency, not the city. Very simply, the redevelopment agency pledges the
anticipated tax increment to the repayment of the bonds, much as an individual pledges a
share of his or her income to the repayment of a home mortgage. The amount of the
borrowing is predicated on the amount of current tax increment collected by the agency
(very roughly: the amount of bonds sold should not exceed ten times the annual
increment). It is important to note however, that unlike a home mortgage, there is no
recourse to other assets or revenue of the agency in the case of default. The pledge to
repay is limited solely to the amount of available tax increment.
Also of importance is the fact that tax increment increases each year -- even if new
development does not occur. The annual two percent increase In valuation authorized by
Article XIIIA of the California Constitution (Proposition 13), and changes in ownership,
and the resultant re-valuation, assures that the tax increment revenue will increase
annually, even if only modestly. In this regard the agency can be assured that the funds
needed to meet debt service on the bonds will be available.
Because the amount of tax Increment generated by the relatively new. project areas In
.Huntington Beach is modest, the sale of tax allocation bonds has been Infeasible. The cost
incurred to issue the bonds would represent a disproportionate amount of the total
proceeds. However, recent state legislation authorizes redevelopment agencies to "Pool"
the tax increment revenue from several project areas and sell one bond issue sized against
the combined tax increment of all the project areas. For the first time, this makes it
feasible to consider a tax allocation bond issue in Huntington Beach, since the economies
of scale apply and could result in a very efficient borrowing.
The sale of tax allocation bonds under a "Pool" structure, requires the formation of a joint
powers authority between the City and the Redevelopment Agency (the legal authority for
and structure of this approach Is more fully described in the attached memo from the
City's bond counsel: Jones Hall Hill and White).
fig
-1-
This approach has several benefits for Huntington Beach:
* It offers a method through which redevelopment programs are paid for
through redevelopment funds. This would help eliminate the need of the Agency to rely
on loans from the City's General Fund.
* It would provide now the capital needed by the Agency to undertake the
wide scale public improvements required in each of the Project Areas. Completion of
public improvements will permit and encourage private development and increased tax
increment revenue.
* It would quantify the amount of the Agency debt and the interest to be
paid. It would establish a firm amortization schedule for this debt.
* The twenty percent of tax increment required for housing can be
capitalized now, providing a pool of funds sufficient to undertake a project or program to
meet the Agency's housing obligation. This will eliminate the need to wait a number of
years for funds to accumulate.
* As discussed above, by pooling the resources of four of the project areas
(Yorktown-Lake tax increment is insufficient for inclusion in this financing) the costs of
issuance constitute a relatively small amount of the total proceeds. Also, the
administrative expenses and time devoted to the formulation and sale of the issue are held
to a minimum.
* Any future increases in tax increment, beyond that amount pledged to
the repayment of the bonds, will be available to the Agency to fund other activities on a
pay-as-you-go basis.
The approximate size of the bond issue (based on current tax increment revenue and with
no assumptions regarding future developments) would be as follows:
* Huntington Center U-13 Million*
* plain-Pier 4.5 Million
* Oakview 3.3 Million
* Talbert-Beach 1.3 Million
TOTAL: $23.3 Million
* U Million based on current Increment. $13 Million based on estimate of the County
Tax Assessor's determination of new valve of the recently sold Huntington Center and
recently completed project in One Pacific Plaza.
It is important to remember that the Health and Safety Code requires that tax increment
be spent only within the project area from which it is generated (with the exception of
housing set-a-side funds). Sale of a tax allocation bond issue that pools the tax increment
from several project areas does not change this requirement. The amount of proceeds
from the bonds would be allocated to each project area based on the pro-rata share of tax
increment generated by that project area (as shown in the above table).
E 19
-z-
Lastly, the principal members of the team necessary to structure and sell a tax allocation
bond issue are in place. The City/Agency have long established relationships with the
underwriter: Stone and Youngberg; and with bond counsel: Jones Hall Hill and White. In
addition, the services of a fiscal analyst will be necessary to independently confirm the
tax increment revenues currently collected. Since this team is in place and familiar with
Huntington Beach through previous transactions, a tax allocation bond issue could be
structured and sold within approximately 60 days after formation of the Joint powers
Authority. The proceeds of the issue would be available to the Agency immediately upon
closing of the issue.
5VK:sar
2103188
2485r
E7
-3-
.TONES HALL HILL &.WHITE,
A PROFESSIONAL LAM CORPORATION
ATTORNEYS AT LAW
CUARLXS r_ADANS FOUR EMSARCADERO CENTER
STEPHE.*1 R.CASALL0010 SUIT$ 1950
ANDREW C. I1ALl.OR. SAN FRANCISCO 94111
1[ENNET" 1.JONES 1415)091-:5780
PHILIP NELSON LLE WILI.I" i1. X"ISOx MELE
AT 3d AUTOMATIC TLLCCOPIEN
0
DRIAN D.QUINT (40) 659-6306
PAUL J.THINNIO
SHARON STANTOId WHITE January 29. 1988
Gail Hutton
City Attorney
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Stephen V. Kohler
Principal Redevelopment Specialist
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Re: Proposed Tax Allocation Financing
Dear Gail and Stephen:
You have told me .that the Huntington Beach Redevelopment Agency (the
"Agency") wishes to Investigate various legal issues surrounding a proposed tax
allocation financing. Specifically, the Agency wishes to issue debt for four separate
redevelopment project areas. to be secured by a pledge of the tax increment revenues
derived from s-ich project areas. After Ciscussing the matter with your. umderwr ,er,
Stone & Youngberg, the recommended financing method involves the issuance of a
single Issue of joint powers authority bonds, then proceeds of which will be used to make
four separate loans to the Agency, one for each project area. At your request. this letter
will describe briefly the details of the proposed financing and Its legal basis.
1. Formation of Joint Powers Authority. The City of Huntington
Beach (the "City") and the Agency will form a joint powers authority (the
"Authority"). the members of which will be the City Council members. The
Authority will be formed pursuant to the Joint Exercise of Powers Act
(Govt. Code Sections 6500 et seq.), which has been on the books since
1949. The Authority will be a separate public body under state law, and
will be considered a "political subdivision" under federal law for purposes
of issuing tax—exempt debt. In order to qualify as a political subdivision
E -- 6
' � �
Gail Hutton and Steph-n V. Kohler
January 29, 1988
Page 2
under federal tax law, it will be necessary for the City and the Agency to
confer upon the Authority their common power of eminent domain. The
Joint Exercise of Powers Agreement will specify that the Bonds are not
obligations of the City or the Agency.
2. Issuance of Authority Bonds. The Authority will Issue its bonds
(the 'Bonds') pursuant to recent amendments to the Joint Exercise of
Powers Act, known as the Marks-Roos Local Bond Pooling Act of 1985
(Govt. Code Sections 6584 et seq.). Section 6590 of the Bond Pooling
expressly authorizes joint powers authorities to issue their revenue bonds
'for the purpose of making loans to local agencies, to the extent those
local agencies are authorized by law to borrow moneys. and the loan
proceeds shall be used by the local agencies to pay for public capital
iniptovements jor] working capital% It is important to note that, as Section
6591 of the Pooling Act makes clear. Bond proceeds may be used for a
single local agency. In this case the Agency. There is no requirement that
Bond proceeds be used for facilities which are jointly used by the City and
the Agency.
The Bonds shall be authorized by resolution of the Agency and may
be secured by a trust agreement (such as an indenture of trust. which we
would plan to use). The Bonds would be issued as limited obligations of
the Authority, payable solely from a defined source of "Revenues'. which
would be limited generally to (a) amounts paid by the Agency under the
loan agreements as described below, and (b) earnings received by the
Trustee on amounts held In the funds established under the Indenture.
Section 6593 of the Pooling Act expressly provides that the members of the
governing body of the Authority will not be personally liable on the Bonds.
Pursuant to Section 6591(f) of the Pooling Act. the Bonds may be sold at
public or private sale. '
3. Loan of Proceeds to Agency. The Agency will enter into four
separate loan agreements with the Authority. one for each project area,
under wNch the Agency agrees to expend the loan proceeds for "public
capnai fliprovements' as defined in Section 6585(g) of the Pooling Act. As
defined In Section'6546(s) of the Joint Exercise of Powers Act. 'public
capital improvements' include public Improvements authorized in a
redevelopment project area. All costs relating or Incidental to public
capital Improvements are authorized under the definition of "Cost" in
Section 6585(d) of the Pooling Act.
The Agency is authorized to enter into soar: transactions pursuant to Section 33601
of the Health and Safety Code. which states that "an agency may borrow money (by the
Issuance of bonds or otherwise)-for any purposes of tthe Community Redevelopment
Law]'. As mentioned above. the Pooling Act expressly authorizes joint powers
authorities to lend moneys to local agencies. The Agency would agree under each loan
agreement to repay the individual loans in Installments of principal and interest which are
� ~` l0
Gail Hutton and Step ► V. Kohler
January 29. 1988
Page 3
sufficient to pay debt service on the Bonds as it comes due. Please note that under
Sections 33670 and 33671 of the Health and Safety Code, tax increment revenues from a
project area may only be pledged to repay indebtedness of the related redevelopment
project. In other words. tax increment revenues from one project area may not be
pledged to repay indebtedness of any other redevelopment project. For this reason, the
loan documents will make It clear that the individual loans are separate and distinct from
one another; and that if tax increment revenues from one project area are Insufficient to
pay the related loan. there can be no recourse to tax increment revenues from any other
project area.
I hope this has been helpful. and look forward to working with you to formulate a
financing plan which best serves the Agency's objectives.
Mruly;Adams'
Charles F.
CFA.dfs:F7800
. a3
MAIN-PIER
PUBLIC IMPROVEMENTS
Mobile Home Relocation $6,500,000
Downtown Water Loop $2,000 000
6th Street Realignment $300,000
Lake Atlanta Orange Realignment $200,000
Lake Street Storm Drains $236,000
Main Street $540,000
Downtown Alley Renovation $320,000
Underground Utility District $8001000
Walnut Avenue Extension $500-$600,000*
Cultural Center $3,000,000
Total: S 14,396,000-E 14,496.000
* Not including acquisition of 90 f t. right-of-way.
Additional Parking
Land Acquisitions
Historic Square Projects
No precise costs are known for the three above projects. Cost estimates are in
preparation.
HUNTINGTON CENSER
PUBLIC IMPROVEMENTS
Gothard-Hoover Extension $8-10 .Nihon
Center Drive Improvements $600,000
McFadden Bridge $4 Million
Undergrounding Utilities $2 Million
Bus Turnouts on Edinger $8^0 000
Total: 114 680 000- 16 680 000
Land Acquisitions
No precise costs are known for the above project. Cost estimates are in preparation.
02/24188
2526r/1 ��
OAKVIEW
PUBLIC IMPROVEMENTS
Queens Lane Rehabilitation
and Land Enhancement $113,656
Jacquelyn Lane Rehabilitation
and Land Enhancement $113,656
Barton Street Extension $1,873,400
A4landrell/Kristin Connection $462,800
Street Lighting do Storm Drains $36,000
South Elm Cul-De-Sac $120,000
Total: $2,719,512
There are no current plans for public improvements in the Talbert-Beach Project Area.
02/24/88
2.526c(2
a5
fl CITY OF HUNTINGTON BEACH CA 88-24
COUNCIL - ADMINISTRATOR COMMUNICATION
"VN10400.MACH
To Honorable Mayor and From Paul E. Cook `�
City Council Members City Administrator
Subject CORRECTION - Date March 4, 1988
JOINT POWERS AGREEMENT;
PUBLIC FINANCING AUTHORITY
Item E-6 of the Council/Agency Agenda for March 7, 1988, presents resolutions of the
City Council and Redevelopment Agency creating the Huntington Beach Public Financing
Authority. Attached to the RCA/RAA is the proposed Joint Exercise of Powers'
Agreement, the execution of which is authorized by adoption of the resolutions.
Section 2.03 of this Agreement references a Boa-d of the Authority consisting of live (5)
members. This is in error. The Board would be ccnstituted of the full seven (7) rnembcrs
of the Council/Agency.
We regret this error, and hope that the above clarifies the intent of the Agreement.
PF-C/SVV,:sar
xc: Robert F. Franz, Deputy City Administrator/Administrative Services
�✓ Douglas N. La Belle, Deputy City Administrator/Community Development
Stephen V. Kohler, Principal Redevelopment Specialist
2660r
M}
3"B-88
1�