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Home My WebLink AboutCC Res 5824 2008-12-08RESOLUTION NUMBER 5824 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH MAKING A FINDING OF PUBLIC BENEFIT AND APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE AND SALE OF SEAL BEACH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2009, AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO WHEREAS, the City of Seal Beach (the "City") and the Redevelopment Agency of the City of Seal Beach (the "Agency") have heretofore executed and delivered a joint exercise of powers agreement, dated May 8, 2000 (the "Joint Powers Agreement"), by and between the City and the Agency, which Joint Powers Agreement created and established the Seal Beach Public Financing Authority (the "Authority"); and WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and the Joint Powers Agreement, the Authority is authorized to issue bonds for financing costs of certain public capital improvements; and WHEREAS, the Authority desires to issue a new series of bonds (the "Series 2009 Bonds") to finance the costs with respect to certain public capital projects, including the construction of a fire station; and WHEREAS, in connection with the issuance of the Series 2009 Bonds, the Authority and the City desire to enter into the Lease and the Sublease (each as hereinafter defined), with respect to certain assets of the City including City Hall, as more particularly identified therein; and WHEREAS, the Series 2009 Bonds will be secured by certain base rental payments payable by the City under the Sublease; and WHEREAS, there has been presented to the City a Bond Purchase Agreement (as hereinafter defined), by and among the Authority, the City and Bank of America, N.A. ("Bank of America") pursuant to which Bank of America will purchase the Series 2009 Bonds from the Authority; and WHEREAS, pursuant to Section 6586.5 of the California Government Code after notice duly published in accordance with law, this City Council held a public hearing on this date with respect to the issuance of the proposed Bonds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Finding of Public Benefit. The City Council hereby finds that the financing of public capital projects described above through the issuance by the Authority of the Series 2009 Bonds will result in significant public benefits to the constituents of the City, including demonstrable savings in effective interest rate and bond issuance costs and more efficient delivery of City services to residential and commercial development. The City Council hereby approves the issuance of the Series 2009 Bonds by the Authority. Section 3. Lease. The Lease Agreement (the "Lease"), proposed to be entered into by and between the City, as lessor, and the Authority, as lessee, in the form presented to the City Council and on file with the City Clerk is hereby 57296-1123\ 1096801.1 Resolution Number 5824 approved. The Mayor, the City Manager or the Director of Administrative Services (each, an "Authorized Officer"), acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Lease in substantially said form, with such changes therein as such Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 4. Sublease. The Sublease Agreement (the "Sublease"), proposed to be entered into by and between the Authority, as the sublessor, and the City, as sublessee, in the form presented to the City Council and on file with the City Clerk is hereby approved. Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Sublease in substantially said form, with such changes therein as such Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 5. Bond Purchase Agreement. The Bond Purchase Agreement (the "Bond Purchase Agreement"), proposed to be entered into by and among the Authority, the City and Bank of America, as purchaser of the Series 2009 Bonds, in the form presented to the City Council and on file with the City Clerk is hereby approved. Subject to the parameters set forth in the resolution of the Authority approving the issuance of the Series 2009 Bonds, each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as such Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 6. Bond Counsel. The appointment of Richards, Watson & Gershon, A Professional Corporation, to act as bond counsel for the issuance of the Series 2009 Bonds is hereby approved. Section 7. Qualified Tax-Exempt Obligations. The Series 2009 Bonds are hereby designated by the City as "Qualified Tax-Exempt Obligations" for purposes of Section 265(b)(3) of the Internal Revenues Code of 1986, as amended. In that connection, the City represents and covenants that it, together with all its subordinate entities or entities that issue obligations on its behalf, or on behalf of which it issues obligations, during the current calendar year, (i) has not issued and will not issue tax-exempt obligations designated as Qualified Tax- Exempt Obligations in an aggregate amount, including the Series 2009 Bonds, exceeding $10,000,000, and (ii) has not issued, does not reasonably anticipate issuing, and will not issue, tax-exempt obligations in an aggregate amount exceeding $10,000,000 (including the Series 2009 Bonds, but excluding (a) private activity bonds that are not qualified 501(c)(3) Bonds and (b) current refunding issues to the extent that the amount of the current refunding issue does not exceed the outstanding amount of the prior issue), unless the City first obtains a written opinion of the bond counsel approving the Series 2009 Bonds that such designation or issuance, as applicable, will not adversely affect the status of the Series 2009 Bonds as Qualified Tax-Exempt Obligations. The City represents and covenants that, during any time or in any manner as might affect the status of the Series 2009 Bonds as Qualified Tax-Exempt Obligations, no entity has been or will be formed or availed of in order to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Internal Revenues Code of 1986, as amended. The City further represents that the Series 2009 Bonds are not being issued as part of a direct or indirect composite issue that combines issues or lots of tax-exempt obligations of different issuers. Section 8. Other Acts. The Authorized Officers and all other officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all instruments which they may deem necessary or proper in order to effectuate the purposes of this Resolution and the documents approved hereby and to assist the Authority with respect to 2 Resolution Number 5824 the issuance and sale of the Series 2009 Bonds (including the obtaining of title insurance or other insurance pursuant to the Sublease), and any such actions previously taken by such officers are hereby ratified and confirmed. Section 9. Effective Date. This resolution shall take effect from and after its passage and adoption by the City. PASSED, APPROVED AND ADOPTED by the City Council of Seal Beach, at a meeting hereof held on the 8th day of December , 2008 by the following vote: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS `~' rf,~~~ ABSENT: COUNCILMEMBERS ~~-r~o ABSTAIN: COUNCILMEMBERS ~,G~ Mayor L ATTEST: ity Jerk 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 5824 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 8th day of December , 2008 ity Jerk S7296-1123\1096801.1