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HomeMy WebLinkAbout2024-65 - Approving the Issuance of Revenue Obligations by the California Enterprise Development Authority in an Aggregate Principal Amount Not to Exceed $55,000,000 for the Benefit of Sage Hill School to Finance and/or Reimburse the Cost of Acquisition,RESOLUTION NO. 2024-65 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, APPROVING THE ISSUANCE OF REVENUE OBLIGATIONS BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $55,000,000 FOR THE BENEFIT OF SAGE HILL SCHOOL TO FINANCE AND/OR REIMBURSE THE COST OF ACQUISITION, CONSTRUCTION, INSTALLATION, EQUIPPING AND FURNISHING OF EDUCATIONAL FACILITIES AND OTHER IMPROVEMENTS RELATING THERETO WHEREAS, the California Enterprise Development Authority ("Authority") is authorized pursuant to the provisions of California Government Section 6500 et seq. ("Act") and the terms of the Joint Powers Agreement, dated as of June 1, 2006 ("Agreement"), among certain public agencies throughout the State of California, including the City of Newport Beach ("City"), to issue revenue bonds and other forms of financing to assist nonprofit corporations to obtain tax-exempt financing for projects and purposes serving the public interest; WHEREAS, Sage Hill School, a California nonprofit public benefit corporation, and/or a related or successor entity ("Borrower") has requested that the Authority issue tax-exempt and/or taxable revenue obligations in an amount not to exceed $55,000,000 ("Obligations"), for the benefit of the Borrower, pursuant to the provisions of the Act, to (a) finance and/or reimburse the cost of the acquisition, construction, installation, equipping and furnishing of a new approximately 38,658 square foot educational facility that will include classrooms, a gymnasium, faculty and administrative offices, a cafe, and other related and appurtenant facilities and improvements to be located at 20402 Newport Coast Drive, Newport Coast, California 92657 (collectively, "Facilities"), and (b) pay capitalized interest and costs of issuance in connection with such financing; WHEREAS, the Borrower will own and operate the Facilities in connection with its mission of providing a premier independent school education in Orange County, California and inspiring in students a love of knowledge and the ability to use that knowledge creatively, compassionately and courageously throughout their lives; Resolution No. 2024-65 Page 2of4 WHEREAS, the Facilities are located within Newport Beach and the City is an Associate Member of the Authority and is eligible to participate in the Authority's financing programs; WHEREAS, the issuance of the Obligations shall be subject to the approval of and execution by the Authority of all financing documents relating thereto to which the Authority is a party; WHEREAS, the interest on the Obligations may qualify for tax exemption under Section 103 of the Internal Revenue Code of 1986, as amended ("Code") only if the Obligations are approved by an elected representative of the governmental unit having jurisdiction over the area in which the Facilities are located, in accordance with Section 147(f) of the Code; WHEREAS, the Borrower and the Authority have requested City Council approve the issuance of the Obligations to satisfy the public approval requirements of Section 147(f) of the Code; WHEREAS, it is intended that this resolution shall comply with the public approval requirements of Section 147(f) of the Code; provided, however, that this resolution is neither intended to nor shall it constitute an approval by the City Council of the Facilities for any other purpose; WHEREAS, pursuant to Section 147(f) of the Code, a notice of public hearing was published on August 17, 2024, in the Daily Pilot, a newspaper of general circulation, providing the date, time, location and notice that a public hearing would be held on August 27, 2024, regarding issuance of the Obligations; and WHEREAS, a public hearing was held by the City Council on August 27, 2024, 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 Government Code Section 54950 et seq. ("Ralph M. Brown Act"). Evidence, both written and oral, was presented to, and considered by, the City Council at this hearing. Resolution No. 2024-65 Page 3 of 4 NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows.. Section 1: The City Council hereby approves the issuance of the Obligations by the Authority, from time to time, pursuant to a plan of finance, which Obligations may be tax-exempt and/or taxable as approved by the Authority in its resolution, in an amount not to exceed $55,000,000 to finance and/or reimburse the costs of the Facilities. This resolution shall constitute approval of the issuance of the Obligations by the applicable elected representatives of the City for purposes of Section 147(f) of the Code; provided, however, that this resolution shall not constitute an approval by the City Council of the Facilities for any other purpose. The City shall not bear any responsibility for the tax- exempt status of the interest on the Obligations, the payment of the principal of or interest on the Obligations or any other matter related to the Obligations. The City does not have any responsibility for the debt and is not pledging any assets as security for the debt. Section 2: All actions taken by the officers, employees and agents of the City with respect to the approval of the Obligations are hereby approved, confirmed and ratified, and the officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to execute and deliver any and all certificates and documents which they or bond counsel may deem necessary or advisable in order to consummate the Obligations and otherwise to effectuate the purposes of this resolution. Section 3: The adoption of this resolution shall not obligate the City or any department thereof to (i) provide any financing for the Facilities; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation or operation of the Facilities; or (iii) make any contribution or advance any funds whatsoever to the Authority. Section 4: The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution. Resolution No. 2024-65 Page 4 of 4 Section 5: 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 6: The City Council 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. Section 7: 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 27th day of August, 2024. ATTEST: Leilani I. Brown �_ City Clerk V %O�LlFoRN/ APPROVED AS TO FORM: CITY TTORNEY'S OFFI Aaron C. Harp City Attorney Will O'Neill Mayor 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. 2024-65 was duly introduced before and adopted by the City Council of said City at a regular meeting of said Council held on the 27th day of August, 2024; and the same was so passed and adopted by the following vote, to wit: AYES: Mayor Will O'Neill, Mayor Pro Tern Joe Stapleton, Councilmember Brad Avery, Councilmember Noah Blom, Councilmember Robyn Grant, Councilmember Lauren Kleiman, Councilmember Erik Weigand NAYS: None IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 28th day of August, 2024. Leilani I. Brown City Clerk QPC T P �CIFORN�