HomeMy WebLinkAboutPFC2020-2 - Approving the Execution and Delivery of Documents in Connection with the Sale and Delivery of Not to Exceed $10,000,000 Principal Amount of Certificates Of Participation and Authorizing Certain Actions in Connection TherewithRESOLUTION NO. PFC2020-2
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
NEWPORT BEACH PUBLIC FACILITIES CORPORATION
APPROVING THE EXECUTION AND DELIVERY OF
DOCUMENTS IN CONNECTION WITH THE SALE AND
DELIVERY OF NOT TO EXCEED $10,000,000 PRINCIPAL
AMOUNT OF CERTIFICATES OF PARTICIPATION AND
AUTHORIZING CERTAIN ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the City of Newport Beach ("City") and the Newport Beach Public
Facilities Corporation ("Corporation"), desire to enter into a Site Lease dated as of
December 1, 2020 ("Site Lease") and a Lease/Purchase Agreement, dated as of
December 1, 2020 ("Lease"), whereby the City, as agent of the Corporation, shall cause
the acquisition, improvement and equipping of a new Fire Station No. 2, as described
therein ("Project"), and the City has agreed to lease the leased property identified in
Exhibit A to the Lease from the Corporation
WHEREAS, in order to finance the Project, the City and the Corporation desire to
authorize the sale of the City of Newport Beach Certificates of Participation 2020A (Fire
Station No. 2) (the "Certificates") evidencing fractional interests in the Lease Payments
made by the City under the Lease;
WHEREAS, Section 5450 et seq. of the California Government Code (the
"Government Code") provides statutory authority for pledging collateral for the payment
of principal or prepayment price of, and interest on, any agreement, including certificates
of participation, and the Government Code creates a continuing perfected security
interest which shall attach immediately to such collateral irrespective of whether the
parties to the pledge document have notice of the pledge and without the need for any
physical delivery, recordation, filing or further act, and, therefore, the City and the
Corporation hereby warrant and represent that pursuant to the Lease, the Trust
Agreement, to be dated as of December 1, 2020, by and among The Bank of New York
Mellon Trust Company, N.A., as trustee ("Trustee"), the City and the Corporation ("Trust
Agreement"), and the Government Code, the Trustee will have a first priority perfected
security interest in the Lease Payments described in the Lease represented by the
Certificates pursuant to the Government Code;
Resolution No. PFC2020-2
Page 2 of 4
WHEREAS, the Board of Directors of the Newport Beach Public Facilities
Corporation ("Board of Directors") desire to consent to the assignment of certain of the
Corporation's rights, title and interest in and to the Site Lease and the Lease Agreement,
including the right to receive such lease payments from the City, to the Trustee pursuant
to an Assignment Agreement, between the Corporation and the Trustee, to be dated as
of December 1, 2020 ("Assignment Agreement"), the form of which together with the form
of the Trust Agreement are attached hereto and incorporated herein;
WHEREAS, the Board of Directors desire to approve the form of an Agency
Agreement between the City and the Corporation, the form of which is attached hereto
and incorporated herein; and
WHEREAS, the Board of Directors desires to approve the form of the Purchase
Agreement ("Purchase Agreement"), by and among, the Corporation, the City and Stifel,
Nicolaus & Company, Incorporated ("Purchaser"), pursuant to which the Purchaser will
agree to buy the Certificates on the terms and conditions set forth therein, the form of
which is attached hereto and incorporated herein.
NOW, THEREFORE, the Board of Directors of the Newport Beach Public Facilities
Corporation resolves as follows:
Section 1: This Board of Directors hereby consents to the preparation, sale and
delivery of the Certificates in an aggregate amount of not to exceed $10,000,000 in
accordance with the terms and provisions of the Trust Agreement, with the exact principal
amount of the Certificates to be that determined necessary by the City Manager to pay
the costs of the Project and to pay all associated costs. The proceeds of the Certificates
shall be expended to finance the costs of the Project, to provide for a reserve fund, if any,
and the costs of the preparation, sale and delivery of the Certificates.
Resolution No. PFC2020-2
Page 3 of 4
Section 2: The forms of the Site Lease, the Lease Agreement, the Trust
Agreement, the Agency Agreement, the Purchase Agreement and the Assignment
Agreement attached hereto as Exhibit A, B, C, D, E and F, and incorporated herein by
this reference, are hereby approved. The Chairman of the Board of Directors and the
President(each an "Authorized Officer") is hereby authorized for and in the name of the
Corporation to execute the Site Lease, the Lease Agreement, the Assignment
Agreement, the Agency Agreement, the Purchase Agreement and the Trust Agreement
in substantially the forms hereby approved, with such additions thereto and changes
therein as are recommended or approved by the City Attorney. Approval of such changes
shall be conclusively evidenced by the execution and delivery of the foregoing documents
by one or more of the authorized officers. Each Authorized Officer is hereby authorized
to execute, acknowledge and deliver any and all documents required to consummate the
transactions contemplated by the Site Lease, the Lease . Agreement, Purchase
Agreement, the Trust Agreement, the Agency Agreement and the Assignment
Agreement.
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 Board of Directors finds the adoption of this resolution is not
subject to the California Environmental Quality Act ("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, Division 6, Chapter 3, because it has no potential for resulting in physical change to
the environment, directly or indirectly.
Resolution No. PFC2020-2
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Section 6: Each of the Authorized Officers is hereby authorized, jointly and
severally, to do any and all things and to execute and deliver any and all documents which
they may deem necessary and advisable in order to consummate the sale and delivery
of the Certificates and otherwise effectuate the purposes of this Resolution (including but
not limited to the execution and delivery of any consents or agreements to remove
encumbrances to title with respect to the real property identified in Exhibit A to the Lease
and to substitute, remove or add property to Exhibit A to the Lease, the Site Lease and
the Assignment Agreement that is determined by the President to be in the best interests
of the Corporation) and such actions previously taken by such officers are hereby ratified
and confirmed. In the event the Chairman of the Board of Directors is unavailable or
unable to execute and deliver any of the above -referenced documents, any other Director
of the Board of Directors may validly execute and deliver such document.
Section 7: This resolution shall take effect immediately upon its adoption by the
Board of Directors, and the Secretary shall certify the vote adopting the resolution.
ADOPTED this 10th day of November, 2020.
C
Chairman of the Board of Directors
Newport Beach Public Facilities Corporation
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
,,, C ff Gw--
Aaron C. Harp
City Attorney
Attachments: Exhibit A - Site Lease
Exhibit B - Lease Agreement
Exhibit C - Trust Agreement
Exhibit D - Agency Agreement
Exhibit E - Purchase Agreement
Exhibit F - Assignment Agreement