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HomeMy WebLinkAbout2020-39 - Approving the Making of One or More Loans in a Principal Amount Not to Exceed $55,000,000 for the Purpose of Financing the Costs of Certain Improvements to a School Commonly Known as Harbor Day School and Certain Other Matters Relating TheretoRESOLUTION NO. 2020-39 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, APPROVING THE MAKING OF ONE OR MORE LOANS IN A PRINCIPAL AMOUNT NOT TO EXCEED $55,000,000 FOR THE PURPOSE OF FINANCING THE COSTS OF CERTAIN IMPROVEMENTS TO A SCHOOL COMMONLY KNOWN AS HARBOR DAY SCHOOL AND CERTAIN OTHER MATTERS RELATING THERETO WHEREAS, Harbor Day School, a California nonprofit public benefit corporation (the "School"), will request that the California Municipal Finance Authority or a to be determined financing agency (the "Authority") enter into a loan agreement with Farmers & Merchants Bank or a to be determined lender (the "Lender") and the School pursuant to which the Lender will make one or more loans to the Authority in a principal amount not to exceed $55,000,000.00 (the "Loans") for the purposes of financing the costs of the demolition of the School's existing facilities and the construction of approximately 100,000 square feet of new buildings, and all associated design, engineering and planning costs related thereto, for the School, which is located at 3443 Pacific View Drive, Corona del Mar, California, as well as related capital project costs (the "Facilities") and paying related expenses incurred in connection with the making of the Loans; WHEREAS, the Facilities are to be owned and operated by the School and are located within the City of Newport Beach ("City"); WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the "Code"), the making of the Loans by the Lender must be approved by a public entity where the Facilities are located and the Facilities are within the territorial limits of the City; WHEREAS, the City Council of the City (the "Council") is the elected legislative body of the City and is one of the applicable elected representatives required to approve the making of the Loans under Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the "Agreement"), among certain local agencies, including the City; WHEREAS, the School has requested that the Council approve the making of the Loans by the Lender to satisfy the public approval requirement of Section 147(f) of the Code; and Resolution No. 2020-39 Page 2 of 3 WHEREAS, pursuant to Section 147(f) of the Code, the Council has, following notice duly given, held a public hearing regarding the making of the Loans, and now desires to approve the making of the Loans by the Lender. NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows: Section 1: The Council does hereby approve the making of the Loans by the Lender. It is the purpose and intent of the Council that this resolution constitutes the approval of the making of the Loans by the Lender, for the purposes of Section 147(f) of the Internal Revenue Code of 1986 by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Facilities are located, in accordance with said Section 147(f) and Section 4 of the Agreement. The City shall have no responsibility or liability whatsoever with respect to the Loans. Section 2: The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby. Section 3: The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution. Section 4: 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 5: The City Council finds the adoption of this resolution is exempt from environmental review under the California Environmental Quality Act ("CEQA") pursuant to Section 15302 of the CEQA Guidelines, California Code of Regulations, Title 14, Division 6, Chapter 3, because it has no potential to have a significant effect on the environment. The project includes the demolition and reconstruction of an existing private school facility where the new structures will be located on the same site as the structures replaced and will have substantially the same purpose and capacity as the structures replaced. Resolution No. 2020-39 Page 3 of 3 Section 6: 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 April, 2020. Will O'Neill Mayor ATTEST: Leilani I. Brown City Clerk APPROVED AS TO FORM: C-&---_ Aaron C. Harp City Attorney 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; the foregoing resolution, being Resolution No. 2020-39, 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 April, 2020; and the same was so passed and adopted by the following vote, to wit: AYES: Mayor Will O'Neill, Mayor Pro Tem Brad Avery, Council Member Joy Brenner, Council Member Diane Dixon, Council Member Duffy Duffield, Council Member Jeff Herdman NAYS: Council Member Kevin Muldoon IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 291h day of April, 2020. dA jown,,-, Leilani I. Brown City Clerk Newport Beach, California