HomeMy WebLinkAboutRES 20-0001 Hermosa Beach Public Finance Authority Lease Revenue Bondsii
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HERMOSA BEACH PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 20-0001
RESOLUTION OF THE BOARD OF DIRECTORS OF THE HERMOSA
BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING THE
ISSUANCE AND SALE OF REFUNDING LEASE REVENUE BONDS TO
REFUND OUTSTANDING 2015 LEASE REVENUE BONDS, 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, between MacPherson Oil Company,
Windward Associates, E & B Natural Resources Management Corporation and the City of
Hermosa Beach (the "City"), the Hermosa Beach Public Financing Authority (the "Authority")
has previously issued its Hermosa Beach Public Financing Authority 2015 Lease Revenue Bonds
in the aggregate principal amount of $11,600,000 (the "2015 Bonds").
The 2015 Bonds are secured by a pledge of lease payments which are made by the City as
rental for certain property consisting generally of the land and improvements which constitute the
existing civic center of the City (the "Leased Property"), under a Lease Agreement dated as of
August 1, 2015.
The 2015 Bonds are subject to redemption at the option of the Authority on November 1,
2020, at a redemption price equal to 100% of the principal amount thereof together with accrued
interest thereon to the redemption date, without premium.
The City and the Authority have determined that it is in their best interests to refund the
2015 Bonds, and in order to provide funds for that purpose the City has requested the City to
authorize the issuance and sale of its 2020 Refunding Lease Revenue Bonds in the aggregate
principal amount of not to exceed $10,000,000 (the "Refunding Bonds") under the provisions of
Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government
Code, commencing with Section 53570 of said Code (the "Refunding Bond Law").
The Authority has been organized as a joint exercise of powers authority for the purpose of
providing financial assistance to the City and is authorized to issue the Refunding Bonds for the
purposes set forth in this Resolution, and the Board of Directors of the Authority wishes to
authorize the issuance and sale of the Refunding Bonds and to approve all related documents and
proceedings to which it is a party.
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The City Council of the City has previously approved a Debt Management Policy which complies
with Government Code Section 8855 and which by its terms is also applicable to the
Authority, and the Board of Directors hereby determines that the Authority is subject to such Debt
Management Policy and that the issuance of the Refunding Bonds will be in compliance
therewith.
Pursuant to Government Code Section 5852.1 which became effective on January 1, 2018 by
the enactment of Senate Bill 450, certain information relating to the Refunding Bonds is set forth
in Appendix A attached to this Resolution, and such information is hereby disclosed and made
public.
SECTION 2. Authorization of Refunding Bonds. The Board of Directors hereby
authorizes the issuance of the Refunding Bonds under the Refunding Bond Law, for the purpose
of providing funds to refund the 2015 Bonds and thereby realize debt service savings to the City.
SECTION 3. Approval of Related Financing Agreements. The Board of Directors
hereby approves each of the following agreements relating to the issuance and sale of the
Refunding Bonds, in substantially the respective forms on file with the Secretary together with
any changes therein or additions thereto deemed advisable by the Executive Director, whose
execution thereof shall be conclusive evidence of the approval of any such changes or additions.
The Executive Director is hereby authorized and directed for and in the name and on behalf of the
Authority to execute, and the Secretary of the Authority is hereby authorized and directed to attest
to, the final form of each such agreement:
• Indenture of Trust, between the Authority and U.S. Bank National Association,
as trustee (the "Trustee"), setting forth the terms and provisions relating to the
Refunding Bonds.
• Amended and Restated Site Lease, between the City as lessor and the Authority
as lessee of the Leased Property, under which the City and the Authority amend
and restate the site lease relating to the 2015 Bonds for the purpose of
incorporating the terms and provisions relating to the Refunding Bonds;
• Amended and Restated Lease Agreement, between the Authority as lessor and
the City as lessee of the Leased Property, under which the City and the Authority
amend and restate the lease agreement relating to the 2015 Bonds for the purpose
of incorporating the terms and provisions relating to the Refunding Bonds,
including for the purpose of reducing the schedule of lease payments for the
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Leased Property to reflect the debt service savings which are realized as a result
of the issuance of the Refunding Bonds and the refunding of the 2015 Bonds;
Assignment Agreement, between the Authority and the Trustee, whereby the
Authority assigns certain of its rights under the Amended and Restated Lease
Agreement to the Trustee for the benefit of the owners of the Refunding Bonds,
and which terminates the assignment previously made for the security of the 2015
Bonds; and
• Escrow Agreement, among the Authority, the City and U.S. Bank National
Association, as escrow agent, providing the terms and provisions relating to the
refunding and redemption of the 2015 Bonds.
SECTION 4. Authorization to Obtain Municipal Bond Insurance. The Board of Direcl
hereby directs the Finance Director to determine whether it is feasible and in the best interests of
Authority to obtain municipal bond insurance for the Refunding Bonds. If the Finance Dire(
determines that it is in the best interests of the Authority to obtain such insurance, the Finani
Director is authorized to accept a commitment from a municipal bond insurer to issue such insurar
in the name and on behalf of the Authority.
SECTION 5. Sale of Refunding Bonds. The Board of Directors hereby approves the
sale of the Refunding Bonds by the Authority on a negotiated basis to Stifel, Nicolaus &
Company, Incorporated (the "Underwriter"). The Refunding Bonds shall be sold to the
Underwriter pursuant to the Bond Purchase Agreement among the Authority, the City and the
Underwriter in substantially the form on file with the Secretary together with any changes therein
or additions thereto deemed advisable by the Executive Director 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 Underwriter to purchase
the Refunding Bonds, provided that the amount of Underwriter's discount for the Refunding
Bonds shall be not more than 0.8% of the par amount thereof, and the true interest cost of the
Refunding Bonds shall not exceed 2.25% per annum. An Authorized Officer is hereby authorized
and directed to execute the final form of the Bond Purchase Agreement in the name and on behalf
of the Authority.
SECTION 6. Official Statement. The Board of Directors hereby approves and deems
final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary
Official Statement describing the Refunding Bonds in the form on file with the Secretary of the
Authority. An Authorized Officer is individually authorized, at the request of the Underwriter, to
execute an appropriate certificate affirming the Board of Directors' determination that the
Preliminary Official Statement has been deemed final within the meaning of such Rule.
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Distribution of the Preliminary Official Statement by the Underwriter is hereby approved. An
Authorized Officer is hereby authorized and directed to approve any changes in or additions to a
final form of said Official Statement, and the execution thereof by an Authorized Officer shall be
conclusive evidence of approval of any such changes and additions. The Board of Directors
hereby authorizes the distribution of the Final Official Statement by the purchaser of the
Refunding Bonds. The Final Official Statement shall be executed in the name and on behalf of
the Authority by an Authorized Officer.
SECTION 7. Official Actions. The President, the Executive Director, the Assistant
Treasurer, the Secretary, the Authority Attorney and all other officers of the Authority are each
authorized and directed in the name and on behalf of the Authority 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 Authority is 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 if such officer is absent or unavailable.
SECTION 8. Effective Date. This Resolution shall take effect immediately upon its
passage and adoption.
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PASSED, APPROVED and ADOPTED this 22nd day of, 2020 by the Board of Directors of the
Hermosa Beach Public Financing Authority at a regular meeting held on September 22, 2020, by
the following vote:
AYES: Board Members Armato, Fangary, Massey, and Chair Campbell
NOES: None
ABSENT: Board Member Detoy
DocuSigned by:
CHAIR of the Hermosa Beach Public Financing Authority, and MAYOR of the City of Hermosa
Beach, California
ATTEST:
❑—usignrd by:
e xo
iento, City Clerk
APPROVED AS TO FORM:
OoeuSlgnad by:
M. t cu,l, V's
°PCkins, City Attorney
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APPENDIX A
REQUIRED DISCLOSURES PURSUANT TO
GOVERNMENT CODE SECTION 5852.1
1. True Interest Cost of the Refunding Bonds (Estimated): 1.75%
2, Finance charge of the Refunding Bonds in the estimated amount of
$228,000, being the sum of all fees and charges paid to third parties
(consisting of costs of issuance in the estimated amount of $170,000
and underwriter's compensation in the estimated amount of $58,000).
3. Proceeds of the Refunding Bonds expected to be received by the
Authority, net of proceeds for Costs of Issuance in (2) above to paid,
capitalized interest and reserves (if any) from the principal amount of
the Refunding Bonds (Estimated): $7,928,000.
4. Total Payment Amount for the Refunding Bonds, being the sum of all
debt service to be paid on the Refunding Bonds to final maturity
(Estimated): $11,025,000.
*All amounts and percentages are estimates, and are made in good faith by the Authority and the
District based on information available as of the date of adoption of this Resolution. Estimates
include certain assumptions regarding tax-exempt rates available in the bond market at the time of
pricing the Refunding Bonds
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20-0001
State of California )
County of Los Angeles ) ss
City of Hermosa Beach )
October 7, 2020
Certification of Council Action
RESOLUTION NO. 20-0001
RESOLUTION OF THE BOARD OF DIRECTORS OF THE HERMOSA BEACH
PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND
SALE OF REFUNDING LEASE REVENUE BONDS TO REFUND
OUTSTANDING 2015 LEASE REVENUE BONDS, AND APPROVING
RELATED DOCUMENTS AND ACTIONS
I, Eduardo Sarmiento, City Clerk of the City of Hermosa Beach do hereby certify that the
above and foregoing Resolution 20-0001 was duly approved and adopted by the City
Council of said City at its regular meeting thereof held via teleconference on the
22nd day of September, 2020 and passed by the following vote.
AYES: BOARDMEMBERS ARMATO, FANGARY, MAYOR PROTEMPORE
MASSEY, MAYOR CAMPBELL
NOES: NONE
ABSTAIN: NONE
ABSENT: BOARDMEMBER DETOY
uardo Sarmiento,
City Clerk