HomeMy WebLinkAbout2017-21 - 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)