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HomeMy WebLinkAbout2022-75 - Approving the Making of One or More Loans in a Principle Amount Not-to-Exceed $5,000,000 for the Purpose of Financing the Additional Costs of Certain Improvements to Harbor Day School and Certain Other Matters Relating TheretoRESOLUTION NO. 2022-75 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 $5,000,000 FOR THE PURPOSE OF FINANCING THE ADDITIONAL COSTS OF CERTAIN IMPROVEMENTS TO HARBOR DAY SCHOOL AND CERTAIN OTHER MATTERS RELATING THERETO WHEREAS, on April 28, 2020, after a public hearing under the requirements of the Tax and Equity Fiscal Responsibility Act (TEFRA) and the Internal Revenue Code of 1986, as amended ("Code"), the City of Newport Beach ("City") adopted Resolution No. 2020-39, which approved the making of one or more loans in the aggregate principal amount of not to exceed $55,000,000 ("Loans") by Farmers and Merchants Bank ("Lender") to the California Municipal Finance Authority ("Authority") for the purposes of the Harbor Day School, a California nonprofit public benefit corporation ("School"), located at 3443 Pacific View Drive, Corona del Mar, California, financing the costs of the demolition of its existing facilities and the construction of a new, approximately 100,000 square foot campus, which will include several buildings, and all associated design, engineering and planning costs related thereto, and related capital project costs ("Facilities"), and paying related expenses incurred in connection with the making of the Loans; WHEREAS, City's approval of the Loans was required by Section 147(f) of the Code, since the School desired to finance the Facilities with tax-exempt bond issuances and the Facilities are located within the City's territorial jurisdiction; WHEREAS, on June 2, 2020, Loans in an amount of $50,000,000 were made available to the School; WHEREAS, as a result of increased construction costs for the Facilities, the School needs to borrow an additional $5,000,000 ("Additional Loan") and the School desires for all or a portion of the Additional Loan to be underwritten by tax-exempt bonds; WHEREAS, the Additional Loan also requires a TEFRA hearing and the City's approval in accordance with Section 147(f) of the Code; Resolution No. 2022-75 Page 2 of 3 WHEREAS, the City Council ("City Council") is the elected legislative body of the City and is one of the applicable elected representatives required to approve the making of the Additional Loan 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 ("Agreement"); and WHEREAS, a public hearing regarding the making of the Additional Loan was held by the City Council on October 25, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with California Government Code Section 54950 et seq. ("Ralph M. Brown Act"), and Section 147(f) of the Code. NOW, THEREFORE, the City Council of the City of Newport Beach does hereby resolve as follows: Section 1: The City Council hereby approves the making of the Additional Loan by the Lender. It is the purpose and intent of the City Council that this resolution constitute approval of the making of the Additional Loan by the Lender, for the purposes of Section 147(f) of the Code 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 Additional Loan. 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 in order 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. Resolution No. 2022-75 Page 3 of 3 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. 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 25th day of October, 2022. Kevin Mu Mayor ' ATTEST: SEW LEILANI I. BROWN City Clerk U �` c�4t/poRNi APPROVED AS TO FORM: C. A ron 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. 2022-75 was duly introduced before and adopted by the City Council of said City at a regular meeting of said Council held on the 25th day of October, 2022; and the same was so passed and adopted by the following vote, to wit: AYES: Mayor Pro Tern Noah Blom, Council Member Brad Avery, Council Member Joy Brenner, Council Member Diane Dixon, Council Member Duffy Duffield, Council Member Will O'Neill NAYS: Mayor Kevin Muldoon IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 261h day of October, 2022. :V �V1,-�r) I1 I J I i Leilani I. Brown I City Clerk Newport Beach, California