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HomeMy WebLinkAboutPFA Res 08-01 2008-12-08RESOLUTION NUMBER FA 08-01 A RESOLUTION OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING THE SALE, ISSUANCE AND DELIVERY OF LEASE REVENUE BONDS AND APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING THERETO 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 (the "Base Rental Payments") payable by the City under the Sublease; and WHEREAS, for the benefit of the holders of the Series 2009 Bonds, the Authority will enter into the Assignment Agreement (as hereinafter defined) pursuant to which the Authority will assign its right to receive the Base Rental Payments and certain other rights of the Authority under the Sublease to the trustee for the Series 2009 Bonds; and WHEREAS, there has been presented to the Authority 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, the City Council of the City has made a finding, after a duly noticed public hearing pursuant to Section 6586.5 of the California Government Code, that the issuance of the Series 2009 Bonds will result in significant public benefit; NOW, THEREFORE, THE GOVERNING BOARD OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Acknowledgment of City Council Finding. The Authority hereby acknowledges and concurs with the City Council's finding of significant public benefit in connection with the issuance and sale of the Series 2009 Bonds S7296-1123/1096802 Resolution Number FA 08-01 Section 3. Issuance of Series 2009 Bonds; Indenture. Subject to the parameters set forth below, the issuance of the Series 2009 Bonds is hereby approved and authorized. The Indenture (the "Indenture"), proposed to be entered into by and between the Authority and Wells Fargo Bank, National Association, as trustee for the Series 2009 Bonds (the "Trustee"), in the form presented to the Authority and on file with the Secretary of the Authority, is hereby approved. The Chair or the Executive Director (each, an "Authorized Officer") is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes therein as such Authorized Officer executing the same may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 4. 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 Authority and on file with the Secretary of the Authority, is hereby approved. Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease in substantially said form, with such changes therein as such Authorized Officer executing the same may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 5. Sublease. The Sublease Agreement (the "Sublease"), proposed to be entered into by and between the Authority, as sublessor, and the City, as sublessee, in the form presented to the Authority and on file with the Secretary of the Authority, is hereby approved. Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Sublease in substantially said form, with such changes therein as such Authorized Officer executing the same may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 6. Assignment Agreement. The Assignment Agreement (the "Assignment Agreement"), proposed to be entered into by and between the Authority and the Trustee, in the form presented to the Authority and on file with the Secretary of the Authority, is hereby approved. Each Authorized Officer, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes therein as such Authorized Officer executing the same may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 7. 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 Authority and on file with the Secretary of the Authority, is hereby approved. Subject to the parameters set forth below, each Authorized Officer, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as such Authorized Officer executing the same may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 8. Parameters for Issuance and Sale. Each Authorized Officer, as the officer executing the aforementioned documents, is hereby authorized and directed to act on behalf of the Authority to establish and determine (i) the aggregate principal amount of the Series 2009 Bonds, which shall not exceed $9,000,000; (ii) the purchase price of the Series 2009 Bonds and the interest rates thereon, provided that the interest rates of the Series 2009 Bonds shall not exceed 5.75 percent per annum. 1096802 Resolution Number FA 08-01 Section 9. 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 10. Qualified Tax-Exempt Obligations. The Series 2009 Bonds are hereby designated by the Authority 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 Authority 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 Authority 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 Authority 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 Authority 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 11. Other Acts. The Authorized Officers and all other officers of the Authority 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, the documents approved hereby, and the issuance, sale and delivery 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 12. Effective Date. This resolution shall take effect from and after its passage and adoption by the Authority. PASSED, APPROVED AND ADOPTED by the Seal Beach Public Financing Authority of the City of Seal Beach this 8th day of December , 2008 by the following vote: AYES: Authority Members r NOES: Authority Members ~ ~ ABSENT: Authority Members ''/ ~ I ,~v,i ABSTAIN: Authority Members // (1~/ra.~ ~~~~~" Chairman ATTEST: Se retary/City Clerk 1096802 Resolution Number FA 08-01 STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, California, do hereby certify that the foregoing Resolution is the original copy of Resolution Number FA 08-01 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach Public Financing Authority of the City of Seal Beach at a meeting held thereof on the 8th day of December , 2008. Secr tary/City Clerk 1096802