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Home My WebLink AboutRES 15-6982 (BONDS PUBLIC FINANCING AUTHORITY)1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 ?R RESOLUTION NO. 15-6982 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HERMOSA BEACH, CALIFORNIA, APPROVING THE ISSUANCE AND SALE OF LEASE REVENUE BONDS BY THE HERMOSA BEACH PUBLIC FINANCING AUTHORITY TO FINANCE PAYMENTS DUE UNDER A SETTLEMENT AGREEMENT, AND APPROVING RELATED DOCUMENTS AND ACTIONS SECTION 1. Recitals. In order to raise the funds required to make payments due under a Settlement Agreement and Release dated as of March 2, 2012 (the "Settlement Agreement"), between MacPherson Oil Company, Windward Associates, E & B Natural Resources Management Corporation and the City of Hermosa Beach (the "City"), the City has proposed to lease the land and improvements which constitute the existing civic center of the City (the "Leased Property"), to the Hermosa Beach Public Financing Authority (the "Authority") in consideration of the agreement by the Authority to provide funds for such purpose. In order to provide such funds the Authority has proposed to authorize the issuance and sale of its Hermosa Beach Public Financing Authority 2015 Lease Revenue Bonds in the aggregate principal amount of not to exceed $12,500,000 (the "Bonds"), and the City Council wishes to authorize the issuance and sale of the Bonds by the Authority and to approve all related documents and proceedings to which it is a party. SECTION 2. Authorization of Bonds. The City Council hereby authorizes the issuance of the Bonds by the Authority in the maximum principal amount of $12,500,000, for the purposes set forth in this Resolution. SECTION 3. Approval of Related Financing Agreements. Page 1 of 4 15-6982 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 7R The City Council hereby approves each of the following agreements relating to the issuance and sale of the Bonds, in substantially the respective forms on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. The City Manager is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of each such agreement: • Site Lease, between the City as lessor and the Authority as lessee, under which the City leases the Leased Property to the Authority in consideration of the payment of upfront rental payment which will be applied by the City to finance the payments due under the Settlement Agreement; and • Lease Agreement, between the Authority as lessor and the City as lessee, under the Authority leases the Leased Property back to the City and the City agrees to pay semi lease payments which are sufficient to provide revenues with which to pay principal of and i on the Bonds when due. SECTION 4. Sale of Bonds; Approval of Bond Purchase Agreement. The City Council hereby approves the sale of the Bonds by the Authority on a negotiated basis to an underwriting firm, investment banking firm or other financial institution (the "Underwriter") to be designated by the Finance Director based on consultation with NHA Advisors, as municipal advisor to the City and the Authority in connection with the issuance and sale of the Bonds. The Bonds shall be sold to the Underwriter pursuant to a Bond Purchase Agreement among the Authority, the City and the Underwriter in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager or the Finance Director (each, an "Authorized Officer"), and execution of the final form of the Bond Purchase Agreement by an Authorized Officer shall be conclusive evidence of the approval of any such changes or additions. The Finance Director is hereby authorized to approve an offer from the Page 2 of 4 15-6982 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 �u Underwriter to purchase the Bonds, provided that the amount of Underwriter's discount for th Bonds shall be not more than 1.50% of the par amount thereof and the true interest cost of th Bonds shall not exceed 4.50% per annum. An Authorized Officer is hereby authorized ani directed to execute the final form of the Bond Purchase Agreement in the name and on behalf o the City. SECTION 5. Official Statement. The City Council hereby approves and deems final within the meaning of Rule 15c2-12 of th Securities Exchange Act of 1934, the Preliminary Official Statement describing the Bonds in th form on file with the City Clerk. An Authorized Officer is individually authorized, at the reque: of the Underwriter, to execute an appropriate certificate affirming the City Council's determinatioi that the Preliminary Official Statement has been deemed final within the meaning of such Rulc Distribution of the Preliminary Official Statement by the Underwriter is hereby approved. Ai Authorized Officer is hereby authorized and directed to approve any changes in or additions to final form of said Official Statement, and the execution thereof by an Authorized Officer shall b conclusive evidence of approval of any such changes and additions. The City Council hereb; authorizes the distribution of the Final Official Statement by the purchaser of the Bonds. Th Final Official Statement shall be executed in the name and on behalf of the City by an Authorizes Officer. SECTION 6. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all leases, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. Whenever in this Resolution any officer of the City is Page 3 of 4 15-6982 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 is 19 20 21 22 23 24 25 26 27 1)R authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. SECTION 7. This Resolution shall take effect immediately upon its passage and adoption. The City Clerk shall certify to the passage and adoption of this Resolution; shall enter the same in the book of original Resolutions; and shall make a minute of the passage and adoption thereof in the records of the proceedings of the City Council meeting at which the same is passed and adopted. PASSED, APPROVED AND ADOPTED this 14th day of July, 2015. PRESIDENT of the City Council and MAYffR of the City of Hermosa Beach, California ATTEST: oCit'y"=1erk APPROVED AwS TO FORM: City Attorney Page 4 of 4 15-6982 STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF HERMOSA BEACH I, Elaine Doerfling, City Clerk of the City of Hermosa Beach, California, do hereby certify that the foregoing Resolution No. 15-6982 was duly and regularly passed, approved and adopted by the City Council of the City of Hermosa Beach at a Regular Meeting of said Council at the regular place thereof on July 14, 2015. The vote was as follows: AYES: DiVirgilio, Fangary, Petty, Tucker, Mayor Barragan NOES: None ABSTAIN: None ABSENT: None Dated July 14, 2015 Elaine Doerfling, City C41 ",