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HomeMy WebLinkAboutAdopt Public Financing Authority Resolution No. 24 Authorizi 7 21 City of Huntington Beach * . X File #: 19-1019 MEETING DATE: 10/21/2019 REQUEST FOR PUBLIC FINANCING AUTHORITY ACTION SUBMITTED TO: Honorable Chair and Board Members SUBMITTED BY: Oliver Chi, Executive Director PREPARED BY: Chuck Adams, Interim Chief Financial Officer Subiect: Adopt Public Financing Authority Resolution No. 24 authorizing the execution and delivery of a Second Supplemental Indenture in connection with a change in the authorized use of proceeds of the Huntington Beach Public Financing Authority Lease Revenue Bonds 2014 Series A, and authorizing the execution of necessary documents and certificates and related actions in connection therewith Statement of Issue: Public Financing Authority authorization is requested to amend the authorized use of proceeds related to the 2014 Series A Lease Revenue Bonds to include soft costs related to the Police Building Modernization project. Financial Impact: There is sufficient fund balance in the Bond Project Fund (319) to support this request. Recommended Action: A) Adopt Resolution No. 24, "Resolution of the Board of Directors of the Huntington Beach Public Financing Authority Authorizing the Execution and Delivery of a Second Supplemental Indenture in Connection with a Change in the Authorized Use of Proceeds of the Huntington Beach Public Financing Authority Lease Revenue Bonds 2014 Series A, and Authorizing the Execution of Necessary Documents and Certificates and Related Actions in Connection Therewith;" and. B) Approve authorization to execute any necessary actions to comply with Resolution 24. Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: In November 2014, the City issued Lease Revenue Bonds totaling $15.295M to finance the construction of the Senior Center in Central Park. Due to project cost savings, approximately City of Huntington Beach Page 1 of 2 Printed on 10/16/2019 e 66 _&�s:a--'' File #: 19-1019 MEETING DATE: 10/21/2019 $835,000 in bond proceeds are remaining and available to spend on other capital projects. In order to expend bond proceeds on capital projects other than the Senior Center, the Public Financing Authority is required to adopt Resolution 24. Staff is recommending to amend the project scope listed in the bond indenture documents to include soft costs associated with the design of the Police Building Modernization project. Environmental Status: Not applicable. Strategic Plan Goal: Enhance and maintain high quality City services Enhance and maintain the infrastructure Strengthen long-term financial and economic sustainability Enhance and modernize public safety service delivery Attachment(s): 1. Resolution No. 24, "Resolution of the Board of Directors of the Huntington Beach Public Financing Authority Authorizing the Execution and Delivery of a Second Supplemental Indenture in Connection with a Change in the Authorized Use of Proceeds of the Huntington Beach Public Financing Authority Lease Revenue Bonds 2014 Series A, and Authorizing the Execution of Necessary Documents and Certificates and Related Actions in Connection Therewith" 2. Second Amendment Supplemental Indenture City of Huntington Beach Page 2 of 2 Printed on 10/16/2019 powered,Legistar- RESOLUTION NO. 24 RESOLUTION OF THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL INDENTURE IN CONNECTION WITH A CHANGE IN THE AUTHORIZED USE OF PROCEEDS OF THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS 2014 SERIES A, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, in order to finance and refinance various capital improvement projects (collectively,the "Projects"), the City of Huntington Beach(the "City") leased certain real property owned by the City, including the improvements thereto, known as the Civic Center (collectively,the "Property"), to the Huntington Beach Public Financing Authority(the "Authority") pursuant to a Site Lease, dated as of September 1, 2011, by and between the City and the Authority, as amended and supplemented by the First Amendment to Site Lease, dated as of November 1, 2014, by and between the City and the Authority, and subleased the Property back from the Authority pursuant to a Lease Agreement, dated as of September 1, 2011, by and between the City and the Authority, as amended and supplemented by the First Amendment to Lease Agreement, dated as of November 1, 2014, by and between the City and the Authority (collectively,the "Lease Agreement"); and The City and the Authority determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance and refinance the Projects through the issuance by the Authority of(i)the Huntington Beach Public Financing Authority(Orange County, California) Lease Revenue Refunding Bonds, 2011 Series A (Capital Improvement Refinancing Project) (the "Series 2011A Bonds"), and (ii)the Huntington Beach Public Financing Authority(Orange County, California) Lease Revenue Bonds, 2014 Series A(Senior Center Project) (the "Series 2014A Bonds" and together with the Series 2011A Bonds, the "Bonds"), pursuant to an Indenture, dated as of September 1, 2011, by and among the Authority, the City and The Bank of New York Mellon Trust Company,N.A., as trustee (the "Trustee"), as amended and supplemented by the First Supplemental Indenture, dated as of November 1, 2014, by and among the Authority, the City and the Trustee (collectively, the "Indenture"), payable from the base rental payments (the "Base Rental Payments") to be made by the City under the Lease Agreement and the other assets pledged therefor under the Indenture; and All rights to receive such Base Rental Payments were assigned without recourse by the Authority to the Trustee pursuant to the Indenture; and In consideration of such assignment and the execution of the Indenture,the Authority issued the Bonds (capitalized undefined terms used in these recitals shall have the meanings ascribed thereto in the Indenture); and The Indenture provides that, subject to the conditions set forth therein, the Indenture and the rights and obligations of the Authority, the City,the Trustee and the Owners under the 4123-8668-3167.1 Resolution No. 24 Indenture may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into without the consent of any Owners for any reason not otherwise provided for in the Indenture, provided such amendment or supplement does not adversely affect the rights or interests of the Owners; and A portion of the proceeds of the Series 2014A Bonds remains unspent and the City and the Authority have determined that it would be in the best interests of the City and the Authority to amend the Indenture to expand the Projects funded with the Series 2014A Bonds to include the Police Building Modernization Project to be completed for the Police Department building at the Civic Center and any other capital improvement project the City deems a priority(collectively, the "Expanded Projects"); and The City and the Authority have determined that such an amendment to the Indenture would not adversely affect the rights or interests of the Owners under the Indenture; and The Authority and the City desire that the Trustee, the Authority and the City enter into a Second Supplemental Indenture (the "Second Supplemental Indenture") in order to provide for the amendment of the Indenture to expand the Projects funded with the Series 2014A Bonds to include the Expanded Projects; and The Board of Directors of the Authority (the "Board of Directors") has been presented with the form of the Second Supplemental Indenture, and the Board of Directors has examined and approved the Second Supplemental Indenture and desires to authorize and direct the execution of such document and the consummation of the amendment of the Indenture to expand the Projects funded with the Series 2014A Bonds to include the Expanded Projects; and All acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the actions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered,pursuant to each and every requirement of law, to consummate such actions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY, as follows: Section 1. All of the recitals herein contained are true and correct and the Board of Directors so finds. Section 2. The form of the Second Supplemental Indenture, submitted to and on file with the Secretary of the Authority, is hereby approved, and the Chair of the Board of Directors of the Authority, and such other member of the Board of Directors as the Chair may designate, the Executive Director of the Authority and the Treasurer of the Authority, and such other officers of the Authority as the Executive Director of the Authority may designate (collectively, the "Authorized Officers"), are each hereby authorized and directed, for and in the name and on behalf of the Authority,to execute and deliver the Second Supplemental Indenture in 19-8037/215351 2 4123-8668-3167.1 Resolution No. 24 substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The Authorized Officers are hereby authorized and directed,jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transaction herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 4. All actions heretofore taken by the officers, employees and agents of the Authority with respect to the transaction set forth above are hereby approved, confirmed and ratified. Section 5. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED by the Board of Directors of the Huntington Beach Public Financing Authority at a regular meeting thereof held on the 21st day of October , 2019. Chair IE D AND APPRO INITIATED AND APPROVED: Executive Director heputy Executive Di ctor APPROVED AS TO ORM: Ci Attorney Q) J 19-8037/215351 3 4123-8668-3167.1 Res. No. 24 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH ) I, ROBIN ESTANISLAU, the duly appointed, qualified Secretary of the Huntington Beach Public Financing Authority, do hereby certify that the whole number of members of the Board of Directors of the Huntington Beach Public Financing Authority is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said Board at a Regular meeting thereof held on October 21, 2019 and that it was so adopted by the following vote: AYES: Directors: Brenden, Carr, Semeta, Peterson, Posey, Delgleize, Hardy, NOES: Directors: None ABSENT: Directors: None ABSTAIN: Directors: None FEW Secr tary of the Board of Directors of the Huntington Beach Public Financing Authority SECOND SUPPLEMENTAL INDENTURE by and among HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY and CITY OF HUNTINGTON BEACH and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE Dated as of October 1, 2019 19-8037/215352 4164-9723-2159.1 TABLE OF CONTENTS Page PART 1 PARTICULAR AMENDMENTS Part 1.1. Amendments to Section 1.01.......................................................................................... 3 PART 2 MISCELLANEOUS Part 2.1. Effect of Second Supplemental Indenture...................................................................... 4 Part 2.2. Execution in Counterparts.............................................................................................. 4 Part2.3. Effective Date................................................................................................................. 4 Part 2.4. Effective Date................................................................................................................. 4 i - 19-8037/215352 4164-9723-2159.1 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), is made and entered into as of October 1, 2019, by and among the HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California(the "Authority"), the CITY OF HUNTINGTON BEACH, a municipal corporation. and charter city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its Charter (the "City"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America(the"Trustee"). WITNESSETH: WHEREAS, in order to finance and refinance various capital improvement projects (collectively, the "Projects"), the City leased certain real property owned by the City, including the improvements thereto, known as the Civic Center (collectively, the "Property"), to the Authority pursuant to a Site Lease, dated as of September 1, 2011, by and between the City and the Authority, as amended and supplemented by the First Amendment to Site Lease, dated as of November 1, 2014, by and between the City and the Authority, and subleased the Property back from the Authority pursuant to a Lease Agreement, dated as of September 1, 2011, by and between the City and the Authority, as amended and supplemented by the First Amendment to Lease Agreement, dated as of November 1, 2014, by and between the City and the Authority (collectively, the "Lease Agreement"); and WHEREAS, the City and the Authori�, determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance and refinance the Projects through the issuance by the Authority of (i) the Huntington Beach Public Financing Authority (Orange County, California) Lease Revenue Refunding Bonds, 2011 Series A (Capital Improvement Refinancing Project) (the "Series 2011A Bonds"), and (ii) the Huntington Beach Public Financing Authority (Orange County, California) Lease Revenue Bonds, 2014 Series A (Senior Center Project) (the "Series 2014A Bonds" and together with the Series 2011A Bonds, the "Bonds"), pursuant to an Indenture, dated as of September 1, 2011, by and among the Authority, the City and the Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of November 1, 2014, by and among the Authority, the City and the Trustee (collectively, the "Indenture"), payable from the base rental payments (the "Base Rental Payments") to be made by the City under the Lease Agreement and the other assets pledged therefor under the Indenture; and WHEREAS, all rights to receive such Base Rental Payments were assigned without recourse by the Authority to the Trustee pursuant to the Indenture; and WHEREAS, in consideration of such assignment and the execution of the Indenture, the Authority issued the Bonds (capitalized undefined terms used in these recitals shall have the meanings ascribed thereto in the Indenture); and WHEREAS, the Indenture provides that, subject to the conditions set forth therein, the Indenture and the rights and obligations of the Authority, the City, the Trustee and the Owners 19-8037/215352 4164-9723-2159.1 under. the Indenture may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into without the consent of any Owners for any.reason not otherwise provided for in the Indenture, provided such amendment or supplement does not adversely affect the rights or interests of the Owners; and WHEREAS, a portion of the proceeds of the .Series 2014A Bonds remains unspent and the City and the Authority have determined that it would be in the best interests of the City and the Authority to amend the Indenture to expand the Projects funded with the Series 2014A Bonds to include the Police Building Modernization Project to be completed for the Police Department building at the Civic Center and any other capital improvement projects the City deems a priority (collectively, the "Expanded Projects"); and WHEREAS, the City and the Authority have determined that such an amendment to the Indenture would not adversely affect the rights or interests of the Owners under the Indenture; and WHEREAS, in order to accomplish the amendment of the Indenture to expand the Projects to include the Expanded Projects, the Trustee, the Authority and the City are entering into this Second Supplemental Indenture; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Second. Supplemental Indenture do exist, have happened and have been performed. in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Second Supplemental Indenture; NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree as follows: PART 1 PARTICULAR AMENDMENTS Part 1.1. Amendments to Section 1.01. Section 1.01 of the Indenture is hereby amended by modifying the following term: "Series 2014A Project" means (i) the capital. improvement project described in recital clauses to the First Supplemental Indenture, (ii) the capital improvement project constituting the City's Police Building Modernization Project to be completed for the Police Department building at the Civic Center, and (iii) any other capital improvement project the City,deems a priority- PART 2 MISCELLANEOUS 19-803 7/2153 52 2 4164-9723-2159.1 Part 2.1. Effect of Second Supplemental Indenture. This Second Supplemental Indenture and all of the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture 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 Supplemental Indenture and the terms of the Indenture (as in effect on the day prior to the effective date of this Second Supplemental Indenture), the terms of this Second Supplemental Indenture shall prevail. Part 2.2. Execution in Counterparts. This Second Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. Part 2.3. Governing Law. This Second Supplemental Indenture shall be construed and governed in accordance with the laws of the State of California. Part 2.4. Effective Date. This Second Supplemental Indenture shall become effective immediately upon the execution hereof. 19-8037/215352 3 4164-9723-2159.1 IN WITNESS WHEREOF, the parties hereto have executed this Second Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above. THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Trustee By: Authorized Officer HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY Erik Peterson, Chair of the Board of Directors CITY OF HUNTINGTON BEACH By: Chuck Adams, Interim Chief Financial Officer APPROVED AS T RM By:-. AEA E TES CITY A NEY CITY Of HU- .. TON BEACH COUNTERPART 19-8037/215352 4 4164-9723-2159.1 IN WITNESS WHEREOF, the parties hereto have executed this Second Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as Trustee By: �1 Authorized Officer HUNTINGTON BEACH PUBLIC FINANCING AUTHORITY By: CITY OF HUNTINGTON BEACH By: COUNTERPART 4164-9723-2159 t 4