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HomeMy WebLinkAboutCC Res 4801 2000-05-22 I I I . RESOLUTION NO. ~ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN . INSTALLMENT SALE FINANCING DOCUMENTS,APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A PREUMINARY OmClAL STATEMENT, IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RElATING THERETO AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council (the "Council") of the City of Seal Beach, California (the "City"), as follows: WHEREAS, the City, working together with the Seal Beach Public Financing Authority (the "Authority"), proposes to finance improvements to the City's municipal sewer system (the "Project"), as more particularly described in the hereinafter defined Installment Sale Agreement, and it is in the public interest and for the public benefit that the City authorize and direct execution of the Installment Sale Agreement and certain other financing documents in connection therewith; WHEREAS, in connection therewith, it is in the public interest and for the public benefit that the City authorize and direct the preparation of certain financing documents in connection therewith; WHEREAS, disclosure counsel to the City has been directed to prepare a preliminary official statement containing information material to the offering and sale of the Certificates described below (the "Preliminary Official Statement") and special legal counsel to the City has been directed to prepare a notice of sale (the "Official Notice of Sale") and a bid form (the "Official Bid Form") relating to the sale of the Certificates; and WHEREAS, the documents below specified have been filed with the City and the members of the City Council, with the aid of its staff, have reviewed said documents; and NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Certificates of Participation (2000 Sewer System Financing Project) (the "Certificates") are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined, in an amount not-to-exceed $4,750,000. Section 2. The below-i!numerated documents be and are hereby approved, and the Mayor, the City Manager or the Director of Administrative Services is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature: (a) an installment sale agreement, relating to the Project, by and between the Authority, as seller, and the City, as purchaser (the "Installment Sale Agreement"), so long as the principal amount thereof does not exceed $4,750,000, the term thereof shall not exceed 30 years and the maximum annual installment payments to be paid under the Installment Sale Agreement do not exceed $450,000; (b) a trust agreement, by and among the Authority, the City and BNY Western Trust Company, as trustee (the "Trust Agreement"), relating to the financing, and the execution and delivery of the Certificates; and (c) the Official Notice of Sale and the Bid Form in connection with the sale, of the Certificates. Section 3. PMG Financial Consulting and Kelling, Northcross & Nobriga, the financial advisors to the City (the "Financial Advisors"), on behalf of the City, and the City Clerk, are authorized and directed to cause the Preliminary Official Statement, the Official Notice of Sale and the Official Bid Form to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Certificates therein offered for sale. . , Section 4. The City Clerk is authorized and directed to execute the Official Notice of Sale on behalf of the City and' to call for bids for the sale of the Certificates. The Mayor, City Manager or the Director of Administrative Services, on behalf of the City, is hereby delegated .' Resolution Number~t?/ the au thority to accept the best responsible bid for the purchase of the Certificates, determined in accordance with the Official Notice of Sale. The Mayor, City Manager or the Director of Administrative Services, is hereby authorized and directed to accept such bid, for and in the name of the City, by notice to the successful bidder. In the event two or more bids setting forth identical interest rates and premium, if any, are received, the Mayor, City Manager or the Director of Administrative Services, on behalf of the City, may exercise his or her own discretion and judgment in making the award and may award the Certificates on a pro rata basis in such denominations as he shall determine. The Mayor, City Manager or the Director of Administrative Services, on behalf of the City, may, in his or her discretion, reject any and all bids and waive any irregularity or informality in any bid. The Mayor, City Manager or the Director of Administrative Services, on behalf of the City, shall award the Certificates or reject 1 all bids not later than 26 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by the successful bidder. Section 5. The City Council hereby approves the Preliminary Official Statement describing the financing, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Mayor, City Manager or the Director of Administrative Services. The City Council authorizes and directs the Mayor, City Manager or the Director of Administrative Services, on behalf of the City, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the Pinancial Advisors. Section 6. The Mayor, City Manager or the Director of Administrative Services, 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 said Final Official Statement, dated as of the date of the sale of the Certificates, and 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 Pinal 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 to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Mayor, City Manager or the Director of Administrative Services, shall take such further actions prior to the signing of the Final Official Statement as are deemed I necessary or appropriate to verify the accuracy thereof. The execution of the Pinal Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor, City Manager or the Director of Administrative Services, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the City. Section 7. The Pinal Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates. Section 8. The Mayor, City Manager, the Director of Administrative Services, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the financing herein authorized. Section 9. lbis Resolution shall take effect upon its adoption by this Council. "'........... PASS, APPROVED AND ADOPTED by the City Council of the City of Seal Beach on the 22nd day of May, 2000, by the following vote: AYES: bell and Councilmembers Boyd, Doane, Larson and Yost_ NOES: v y?~~~ I ABSENT: ATTEST: r; " L U l I. I I Resolution Number~~'-'~ STATE OF CALIFORNIA ) COUNTY OF ORANGE ) 55 CITY OF SEAL BEACH ) I, Joanne M. Yeo, City Clerk of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number 4801 on file in the office of the City Clerk, passed, approved, and adopted by the City Council of the City of Seal Beach, at a regular meeting thereof held on the 22nd day of May, 2000. ~.)Ji ~ c;I.erk I'