HomeMy WebLinkAbout92-48 - Financing Central Library Facility and EquipmentRESOLUTION NO. 92 -48
A RESOLUTION OF THE CITY OF NEWPORT BEACH,
CALIFORNIA AUTHORIZING AND DIRECTING
APPROPRIATE OFFICIALS OF THE CITY TO CAUSE THE
EXECUTION OF A SITE LEASE, PROJECT LEASE,
• TRUST AGREEMENT, AND OTHER NECESSARY DOCUMENTS
IN CONNECTION WITH THE DELIVERY AND SALE OF A
MAXIMUM OF $7,500,000.00 OF CERTIFICATES OF
PARTICIPATION; AUTHORIZING THE SALE AND AWARD
OF THE CERTIFICATES AND THE DISTRIBUTION OF
THE OFFICIAL STATEMENT; RATIFYING PRIOR ACTS;
AND APPROVAL OF COUNSEL AGREEMENT; ALL IN
CONNECTION WITH FINANCING A CENTRAL LIBRARY
FACILITY AND EQUIPMENT FOR THE BENEFIT OF CITY
OF NEWPORT BEACH.
RESOLVED, by the City Council of the City of Newport Beach,
California (the "City "):
WHEREAS, the City has authorized and directed the creation of
the Newport Beach Public Facilities Corporation, a not for profit
corporation (the "Corporation ") organized under the Laws of the
State of California and authorized pursuant to said law and the
charter creating the Corporation to assist the financing of public
capital improvements of the City through, among other things, the
leasing transactions described in this resolution;
WHEREAS, the City desires to provide financing for the
construction of a new central library for the City through the
issuance of certain certificates of participation all as described
in the various documents identified and approved by this resolution
and on file with the Clerk of the City, including the Preliminary
Official Statement, said construction financing generally referred
to herein and in the other documents as the "Project ";
WHEREAS, the City and the Corporation wish to finance the
Project Costs and Delivery Costs (as such terms are defined in the
transaction documents) by entering into a Site Lease whereby the
City will lease the Project site to the Corporation and by entering
into a Project Lease whereby the Corporation will leaseback the
site improved by the Project to the City, which leases contain
terms and condition as this City Council deems to be in the best
interest of the City;
WHEREAS, the City will pay Lease Payments under the Project
Lease representing the fair market rental value of the property
leased thereunder in amounts sufficient to pay components of
principal, premium, if any, and interest with respect to the
Certificates hereinafter defined;
WHEREAS, Bank of America National Trust and Savings
Association (the "Trustee ") agrees to execute and deliver to the
purchaser thereof Certificates of Participation in the maximum
principal amount of $7,500,000.00 (the "Certificates "), each
representing proportionate interests in the Lease Payments made by
the City under the Project Lease, pursuant to a Trust Agreement
• entered into by the City, the Corporation and the Trustee;
WHEREAS, as security for the Certificate owners, the
Corporation will assign pursuant to an Assignment Agreement the
rights to receive the Lease Payments to the Trustee for the benefit
of the owners of the Certificates;
WHEREAS, the Trustee has agreed to disburse proceeds received
from the sale of the Certificates (to be deposited in a project
fund) to pay the Project Costs and Delivery Costs of the Project;
WHEREAS, the Financial Advisor to the City has caused to be
prepared a Preliminary Official Statement and Official Notice of
Sale describing the Certificates and providing for the sale of the
Certificates, which documents this City Council has had an
opportunity to review;
WHEREAS, a special counsel agreement has been submitted by
Brown, Diven & Hentschke;
WHEREAS, a public sale of the Certificates pursuant to the
•Official Notice of Sale is scheduled and a highest and best bid
(determined as prescribed in the Official Notice of Sale) is
anticipated to be received;
WHEREAS, the City desires to authorize the award, sale and
issuance of the Certificates, the distribution of the Preliminary
Official Statement and the lease transactions necessary for the
financing of the Project;
WHEREAS, this City Council approves all of said transactions
as being in the public interest;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as
follows:
SECTION 1. Recitals. The above recitals are true and
correct, confirmed and ratified.
SECTION 2. Commitment to Issue and Sell Certificates. The
City hereby authorizes the award, sale and issuance of the
Certificates for such purposes and in such maximum principal amount
as are described above. The Certificates shall be issued under and
pursuant to the Trust Agreement, in substantially the form on file
with the City Clerk together with any changes therein, additions
thereto, or both deemed advisable by the City Manager or his
designee whose execution thereof shall be conclusive evidence of
his consent to such changes, additions or both.
SECTION 3. Auoroval of Lease Transactions: Approval of
Documents. The City hereby approves the leasing transactions
contemplated by the Site Lease, Project Lease, Assignment Agreement
and Trust Agreement on file with the City Clerk and authorizes the
execution and delivery of the Site Lease, Project Lease, Assignment
Agreement and Trust Agreement in form substantially similar to the
form on file with the City, together with any changes therein or
additions thereto deemed advisable by the City Manager or his
designee, whose execution thereof shall be conclusive evidence of
his consent to such changes, additions or both.
SECTION 4. Approval of Preliminary Official Statement and
Notice of Sale. The City hereby ratifies and approves the form of
Preliminary Official Statement and Official Notice of Sale
submitted to and on file with the City Clerk subject to such
changes as are deemed necessary by the City Manager or his
designee. The City further ratifies and approves the distribution
of the Preliminary Official Statement, which the City Manager is
authorized to deem and certify to be in near final form, and
Official Notice of Sale in connection with the sale of the
Certificates, which sale is hereby authorized pursuant to the terms
of the Official Notice of Sale.
• SECTION 5. Certificate Sale. The award of the sale of the
Certificates is hereby delegated to the Finance Director or his
designee (provided, however, that the net interest cost on the
Certificates shall not be in excess of 8.0% per annum and the
underwriter's discount shall not exceed 2.0% of the principal
amount of the Certificates issued). Final acceptance of the
successful bid shall be evidenced by the signature of the Finance
Director or his designee on behalf of the City.
SECTION 6. Official Statement. The City Manager or his
designee is authorized and directed to cause the Preliminary
Official Statement to be brought into the form of a final official
statement (the "Final Official Statement ") and to execute, dated as
of the date of the delivery of the Certificates, a statement that
the facts contained in the Final Official Statement, and any
supplement or amendment thereto (which shall be deemed an original
part thereof for the purpose of such statement) were, at the time
of sale of the Certificates, true and correct in all material
respects and that the Final Official Statement did not, on the date
• of sale of the Certificates, and does not, as of the date of
delivery of the Certificates, contain any untrue statement of a
material fact with respect to the City or omit to state material
facts with respect to the City required be stated where necessary
to make any statement made therein not misleading in the light of
the circumstances under which it was made. The City Manager or his
designeee shall take such further actions as are deemed necessary
or appropriate to verify the accuracy thereof.
SECTION 7. Certificate Counsel. The Special Counsel
Agreement is hereby approved and the City Manager is authorized and
directed to execute and deliver the same.
SECTION 8. Official Action. The City Manager, Finance
Director and any other officers of the City are hereby authorized
and directed to take all actions and do all things necessary or
desirable hereunder with respect to the sale of the Certificates,
the issuance thereof, the lease transactions, and the financing of
the Project.
SECTION 9. Effective Date. This Resolution shall take effect
immediately upon its passage and adoption.
ADOPTED THIS 11th day of May, 1992.
Mayor
ATTEST:
City Clerk
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