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Home My WebLink About2017-21 - Approving the Issuance of Revenue Obligations by the California Enterprise Development Authority of an Aggregate Principal Amount not to exceed $6,000,000 for the Purpose of Refinancing Facilities for the Benefit of the Discovery Science CenterRESOLUTION NO. 2017-21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, APPROVING THE ISSUANCE OF REVENUE OBLIGATIONS BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY OF AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,000,000 FOR THE PURPOSE OF REFINANCING FACILITIES FOR THE BENEFIT OF THE DISCOVERY SCIENCE CENTER OF ORANGE COUNTY WHEREAS, Discovery Science Center of Orange County, a California nonprofit public benefit corporation, and/or a related or successor entity (`Borrower") has requested that the California Enterprise Development Authority ("Authority') issue tax-exempt and/or taxable revenue obligations in an amount not to exceed $6,000,000 ("Obligations"), for and on behalf of the Borrower, pursuant to the provisions of Chapter 5 of Division 7 of Title 1 of the California Government Code (commencing with Section 6500) ("Act"), to: (a) finance and refinance the cost of acquiring, constructing, developing, installing, improving, equipping and furnishing a portion of the Borrower's Ocean Quest facility located at 600 East Bay Avenue, Newport Beach, California 92661, consisting of approximately 16,666 square feet on a 0.79 -acre site, including education and meeting space, administrative offices, a dock, several retail and entertainment venues which are leased by the Borrower to various third parties, and other ancillary facilities (collectively, "Facilities"); and (b) pay certain financing costs and cost of issuance in connection with such financing; WHEREAS, the Borrower owns and operates the Facilities as cultural, recreational and educational facilities, for the purpose of furthering the Borrower's mission of inspiring and educating young minds through science based programs and exhibits and creating a meaningful impact on the communities served by the Borrower; WHEREAS, the City of Newport Beach ("City') is an Associate Member of the Authority and is eligible to participate in the Authority's financing programs; WHEREAS, the issuance of the Obligations is subject to the approval of, and execution by, the Authority of all financing documents relating thereto to which the Authority is a party; WHEREAS, the Facilities are located within the territorial limits of City; WHEREAS, the interest on the Obligations may qualify for tax exemption under Section 103 of the Internal Revenue Code of 1986, as amended ("Code") only if the Obligations are approved in accordance with Section 147(f) of the Code; WHEREAS, the City Council of the City ("City Council") is the elected legislative body of the City and is the applicable elected representative required to approve the issue within the meaning of Section 147(f) of the Code; WHEREAS, the Borrower and the Authority have requested the City Council to approve the issuance of the Obligations to satisfy the public approval requirements of Section 147(f) of the Code; Resolution No. 2017-21 Page 2 of 3 WHEREAS, it is intended that this resolution shall comply with the public approval requirements of Section 147(f) of the Code; provided, however, that this resolution is neither intended to nor shall it constitute an approval by the City Council for any other purpose. The City is not issuing any debt, pledging any revenue, or agreeing to take on any obligation associated with Borrower's or Authority's issuance of Obligations; and WHEREAS, a public hearing was held by the City Council on this 28th day of March, 2017, which commenced at the hour of 7:00 p.m., in the City Council Chambers of the City of Newport Beach, located at 100 Civic Center Drive, Newport Beach, California 92660, following a duly published notice thereof in a newspaper of general circulation in the City of Newport Beach, on March 14, 2017, and all persons desiring to be heard have been heard. NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows: Section 1: The City Council hereby finds and determines that all of the above recitals are true and correct. Section 2: The City Council, as the "applicable elected representative" of the governmental unit on behalf of which the Obligations will be issued and having jurisdiction over the area in which the Facilities are located, hereby approves the issuance of the Obligations by the Authority, which Obligations may be tax-exempt and/or taxable as approved by the Authority in its resolution, in an amount not to exceed $6,000,000 to finance and refinance the costs of the Facilities. This resolution shall constitute "issuer" approval and "host" approval of the issuance of the Obligations within the meaning of Section 147(f) of the Code and shall constitute the approval of the issuance of the Obligations within the meaning of the Act; provided, however, that this resolution shall not constitute an approval by the City Council for any other purposes, including compliance thereof with California Environmental Quality Act ("CEQA"), nor does it constitute an approval of the underlying credit or financial structure of the Obligations. The City shall not bear any responsibility or liability for the issuance of the Obligations, the tax-exempt status of the Obligations, the repayment of the Obligations or any other matter related to the Obligations. Section 3: All actions heretofore taken by the officers, employees and agents of the City with respect to the approval of the Obligations are hereby approved, confirmed and ratified, and the officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to execute and deliver any and all certificates and documents which they or bond counsel may deem necessary or advisable to consummate the Obligations and otherwise to effectuate the purposes of this resolution. Section 4: The adoption of this resolution shall not obligate the City or any department thereof to: (a) provide any financing forthe Facilities; (b) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation or operation of the Facilities; or (c) make any contribution or advance any funds whatsoever to the Authority. Resolution No. 2017-21 Page 3 of 3 Section 5: The City Council finds the approval of this resolution is not subject to CEQA pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Alternatively, the City Council finds the approval of this resolution is not a project under CEQA Regulation Section 15061(b)(3) because it has no potential for causing a significant effect on the environment. Section 6: If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The City Council hereby declares that it would have passed this resolution, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional. Section 7: This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution. ADOPTED this 28th day of March, 2017. ATTEST: C�6J—" Leilani I. Brown City Clerk APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE )- ( � T Aaron C. Harp City Attorney Kevin Mayor STATE OF CALIFORNIA } COUNTY OF ORANGE } ss. CITY OF NEWPORT BEACH } I, Leilani I. Brown, City Clerk of the City of Newport Beach, California, do hereby certify that the whole number of members of the City Council is seven; that the foregoing resolution, being Resolution No. 2017-21 was duly introduced before and adopted by the City Council of said City at a regular meeting of said Council held on the 28th day of March, 2017, and that the same was so passed and adopted by the following vote, to wit: AYES: Council Member Jeff Herdman, Council Member Brad Avery, Council Member Diane Dixon, Council Member Scott Peotter, Council Member Will O'Neill, Mayor Pro Tem Duffy Duffield NAYS: Mayor Kevin Muldoon IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 291h day of March, 2017. O r�C_ N*"-- I Leilani I. Brown, MMC City Clerk Newport Beach, California (Seal)