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HomeMy WebLinkAboutAdopt Civic Improvement Corporation Resolution No. 2015-0111 �t -'Dept. ID Administration Page 1 of 2 Meeting Date: 2/2/2015 CITY OF HUNTINGTON BEACH REQUEST FOR. CIVIC IMPROVEMENT CORP. ACTION MEETING DATE: 2/2/2015 SUBMITTED TO: Board of Directors of the Civic Improvement Corporation SUBMITTED BY: Fred A. Wilson, City Manager/Executive Director PREPARED BY: Ken Domer, Assistant City Manager/Deputy Executive Director SUBJECT: Adopt Civic Improvement Corporation Resolution No. 2015-01 authorizing the dissolution of the Huntington Beach Civic Improvement Corporation Statement of Issue: The City of Huntington Beach created the Civic Improvement Corporation in 1986 in part to defease previously issued bonds used to construct the Civic Center complex. The bonds were defeased in Fiscal Year 2001/2002 due to no activity and no further purpose of the Corporation. This action will dissolve the Corporation. Financial Impact: None. Civic Improvement Corporation Recommended Action: Adopt Resolution No. 2015-01, "A Resolution of the Board of Directors of the City of Huntington Beach Civic Center Improvement Corporation Dissolving the Civic Improvement Corporation." Alternative Action(s): Do not adopt resolution to dissolve the Civic Improvement Corporation and provide alternative direction to Staff. Analysis: The Civic Improvement Corporation (Corporation) was formed in part to refinance improvements to the Huntington Beach Civic Center in 1986 and make improvements within the downtown pier side area to include a parking structure. In Fiscal Year 2001 /02 the original bonds were defeased for the Corporation and there has been no financial activity since that time. Review of pertinent documents by City Staff infers the intent to dissolve the Corporation due to it serving its purpose after the 2001/02 Fiscal Year; however, no resolution by the Board of Directors officially dissolving the Corporation was found. The City was informed by the State of California, Department of Justice in 2011 that due to non -reporting for the Corporation that the registration was to be revoked. This action was not appealed as the Corporation was deemed at the time to be nonexistent. Most recently, the Orange County Grand Jury inquired about the Corporation as part of county -wide review of pubic financing entities. The City provided the required information and in doing so, determined that one final action, the passage of a resolution officially dissolving the corporation, is required to formally terminate the entity. The dissolution of the Corporation does not harm the City financially nor does it limit the City's public financing options for the future. Item 5. - I xB -90- Dept. ID Administration Page 2 of 2 Meeting Date: 2/2/2015 Environmental Status: Not applicable Strategic Plan Goal: Improve the City's infrastructure Attachment(s): 1. Resolution No. 2015-01, "A Resolution of the Board of Directors of the City of Huntington Beach Civic Center Improvement Corporation Dissolving the Civic Improvement Corporation." HB -91 - Item 5. - 2 Civic Improvement Corporation Resolution RESOLUTION NO. 2015-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF HUNTINGTON BEACH CIVIC CENTER IMPROVEMENT CORPORATION DISSOLVING THE CIVIC IMPROVEMENT CORPORATION WHEREAS, on July 29, 1986, the City of Huntington Beach filed articles of incorporation and created the City of Huntington Beach Civic Center Improvement Corporation ("Corporation"); and The Corporation was created and organized in part to render financial assistance to the City of Huntington Beach ("City") by financing, acquiring, constructing, improving, leasing and selling buildings, building improvements, equipment, utilities, landscaping and other public improvements, lands, and any other real or personal property for the benefit of residents of the City and surrounding areas. In addition, to borrow the necessary funds to pay the cost of financing, acquiring, constructing, replacing, establishing, improving, maintaining, equipping and operating such properties and facilities the indebtedness for which borrowed money may, but need not, be evidenced by securities of the Corporation; and The Corporation is organized and operated exclusively for social welfare purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code; and On August 4, 1986, the Corporation Bylaws were adopted and provide for the termination of the Corporation upon a vote of the Directors; and Upon the dissolution or winding up of the Corporation, its assets remaining after payment of, or provision made for the payment of, all debts and liabilities of the Corporation, shall be distributed to the City of Huntington Beach, California. If for any reason the City of Huntington Beach is unable or unwilling to accept the assets of the Corporation, said assets will be distributed to the United States of America, the State of California, or any political subdivision thereof, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or social welfare purposes and which has established its tax-exempt status under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1954, NOW, THEREFORE, the Board of Directors of the Corporation does hereby resolve as follows: 1. The Corporation no longer owns assets or indebtedness including any revenue bonds issued to further the construction of the Huntington Beach Civic Center complex. 2. The Executive Director has determined that all revenue bonds issued for the purposes of constructing the Civic Center complex or otherwise issued have been defeased/retired and/or paid in full, including all principal amounts thereof and all interest thereon. 12-3592/116451 Resolution No. 2015-01 - Civic Improvement Corp. 3. The Board of Directors of the Corporation hereby determines that the Corporation should now be terminated by adoption of this Resolution, and does hereby confirm the winding up and termination of the Corporation effective February 2, 2015. 4. The Executive Director hereby is authorized and directed to report the termination of the Authority to any Federal or State agency charged with regulating the Corporation. 5. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Board of Directors declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. 6. This Resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED by the Board of Directors of the Huntington Beach Civic Center Improvement Corporation at a regular meeting thereof held on the 2nd day of February , 2015. Chair REVIE D APPROVED: APPRO Exe iv rector 9rpora Wel"M Counsel k� INITIA AND APPROVED: Exe t Director 12-3592/116451 2 Iles. No. 2015-01 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH ) I, JOAN FLYNN, Secretary of the Huntington Beach Civic Improvement Corporation of the City of Huntington Beach; California DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Huntington Beach Civic Improvement Corporation of the City of Huntington Beach at a meeting of said Huntington Beach Civic Improvement Corporation held on February 2, 2015 and that it was so adopted by the following vote: AYES: Directors: Posey, O'Connell, Katapodis, Hardy, Sullivan, Delgleize, Peterson NOES: Directors: None ABSENT: Directors: None ABSTAIN: Directors: None