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Home My WebLink AboutCC Res 5743 2008-06-09 RESOLUTION NUMBER 5743 I RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF PENSION OBLIGATION BONDS, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT AND A BOND PURCHASE AGREEMENT, AND OTHER MATTERS RELATED THERETO WHEREAS, the City of Seal Beach (the "City") has previously elected to become a contracting member of the California Public Employees' Retirement System ("PERS"); and WHEREAS, the Public Employees' Retirement Law (commencing with Section 20000 of the California Government Code) (the "Retirement Law") and the contract (the "PERS Contract") between the Board of Administration of PERS and the City Council of the City (the "City Council") obligate the City to (i) make contributions to PERS to fund pension benefits for certain City employees, (ii) amortize the unfunded accrued actuarial liability (the "Unfunded Liability") with respect to such pension benefits, and (iii) appropriate funds for the foregoing purposes; and I WHEREAS, the City desires to issue pension obligation bonds (the "Bonds") in an aggregate principal amount not to exceed the Unfunded Liability, plus an additional amount to pay costs of issuance of the Bonds for the purpose of refunding the City's current obligation to PERS (as evidenced by the PERS Contract) to pay the Unfunded Liability of the City (the "Pension Obligation"); and WHEREAS, on April 8, 2008, the Superior Court of the State of California for the County of Orange entered a default judgment to the effect that, among other things, such Bonds, together with additional bonds which might be issued in the future are valid, legal and binding obligations of the City and that such Bonds are in conformity with all applicable provisions of the law; and WHEREAS, there is on file with the City Council the proposed form of the Trust Agreement relating to the Bonds (the "Trust Agreement"), to be entered into between the City and Wells Fargo Bank, National Association, as trustee (the "Trustee") relating to the Bonds; and WHEREAS, there is on file with the City Council the proposed form of the Bond Purchase Agreement (the "Purchase Agreement"), to be entered into between the City and Bank of America, N.A., as purchaser (the "Purchaser"), pursuant to which the City will sell the Bonds to the Purchaser; and NOW, THEREFORE, THE CiTY COUNCIL OF THE CITY OF SEAL BEACH HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: I Section 1. Recitals True and Correct. The above recitals, and each of them, are true and correct. Section 2. Savings. This City Council hereby finds and declares that the issuance of the Bonds to refund the Pension Obligation, and the other actions contemplated by this Resolution are in the best interests of the City and are anticipated to result in savings based on current actuarial assumptions. Section 3. Bonds. This City Council hereby authorizes and approves the issuance of the Bonds and hereby authorizes and directs the City Manager to execute the Bonds, and to cause the Bonds to be authenticated and delivered in accordance with the Trust Agreement. The Bonds shall be in substantially the S7296-1119\1058824v2.doc Resolution Number 5743 forms attached to the Trust Agreement, with such changes therein, deletions therefrom and additions thereto as the City Manager shall approve, such approval to be conclusively evidenced by the execution and delivery of the Bonds; the Bonds may be issued in a single series or in two or more series, at one time or from time to time, provided, however, that the aggregate initial principal amount of the Bonds shall not exceed the amount of the Pension Obligation (as confirmed by PERS or the City's actuary) remaining unpaid on the date of issuance of the Bonds, plus an additional amount to pay costs of issuance of the Bonds; the Bonds shall mature not later than eleven (11) years I following their date of issuance; and the City must achieve a minimum net present value savings of $500,000 as a result of the issuance of the Bonds. The Bonds are an obligation of the City not limited as to payment from any special source of funds. The Bonds shall not, however, constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Section 4. Trust Aareement. The proposed form of Trust Agreement, between the City and the Trustee, on file with the City Clerk, is hereby approved. The City Manager, the Mayor and the Director of Administrative Services (the "Authorized Representatives") are each hereby authorized and directed, severally, or any such officer's designee, for and on behalf of the City, to execute and deliver the Trust Agreement, substantially in the form on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto (including, but not limited to designating the type of bond to be issued and changes, deletions and additions as may be required by the Purchaser) as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Trust Agreement. Section 5. Purchase Aareement. The proposed form of Purchase Agreement, between the City and the Purchaser, on file with the City Clerk, is hereby approved. The Authorized Representatives are each hereby authorized and directed, severally, or any such officer's designee, for and on behalf of the City, to execute and deliver the Purchase Agreement, substantially in the form on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Purchase Agreement. I Section 6. Bond Counsel. This City Council hereby designates Richards, Watson & Gershon, A Professional Corporation ("Bond Counsel"), as bond counsel for the Bonds, with bond counsel services to consist of, and be limited to rendering an opinion on the validity of the Bonds and the preparation of documents providing for the issuance of the Bonds. Section 7. Additional Authority. The Authorized Representatives of the City are, and each of them hereby is, authorized and directed to do any and all things, and to take any and all actions (including any required publications of summons or other notice) and execute and deliver any and all documents which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution, the Trust Agreement and the Purchase Agreement and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Trust Agreement and the Purchase I Agreement. Section 8. Effective Date. This Resolution shall take effect immediately from and after its date of adoption. Resolution Number 5743 PASSED, APPROVED AND ADOPTED by the City Council of Seal Beach, at a meeting hereof held on the 9th day of June , 2008 by the following vote: I ABSENT: ABSTAIN: COUNCILMEMBERS COUNCILMEMBERS {h""kt. r!j;u;, ~, ~ ~ COUNCILMEMBERS ~ ?t: AYES: NOES: COUNCILMEMBERS ~~ Mayor ATTEST: ,,*,- '/. ~~/ '6;'ifc~ I STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number 5743 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 9th day of June ,2008. ~1~< ~ i Clerk I S7296-1119\1058824v2.doc