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HomeMy WebLinkAboutPFA Res 10-02 2010-12-13 RESOLUTION NUMBER PFA 1 0-02 A RESOLUTION OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING THE SALE, ISSUANCE AND DELIVERY OF WASTEWATER REVENUE REFUNDING 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, for the purpose of raising funds necessary to refinance certain obligations relating to the City's wastewater system, the Authority proposes to authorize the issuance of its revenue bonds under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act "), to be designated as the Seal Beach Public Financing Authority 2011 Wastewater Revenue Refunding Bonds, Series A (the "Bonds "); and WHEREAS, the proceeds of the Bonds will be used to refund $4,230,000 Certificates of Participation (2000 Sewer System Project), outstanding in the amount of $3,460,000, evidencing the direct, undivided fractional interests of the owners thereof in certain installment payments to be made by the City as the purchase price for certain property pursuant to an installment sale agreement with the Authority (the "2000 COPs "); and WHEREAS, pursuant to an Installment Sale Agreement by and between the City and the Authority (the "Installment Sale Agreement "), the City will purchase certain improvements to the City's wastewater system from the Authority, and the Authority will use the installment payments made by the City to the Authority pursuant to the Installment Sale Agreement to pay debt service on the Bonds; and WHEREAS, the Authority desires to prepare and make available to potential investors an official statement relating to the Bonds containing information to be used in connection with the sale of Bonds; and WHEREAS, the Board of Directors (the "Board ") of the Authority has duly considered these transactions and wishes at this time to approve these transactions; NOW, THEREFORE, BE IT RESOLVED, BY THE BOARD OF DIRECTORS OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY, as follows: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds in a maximum aggregate principal amount not to exceed $4,000,000. The Bonds shall be issued pursuant to an Indenture of Trust (the "Indenture ") by and between the Authority and the Trustee (hereinafter defined). The Board hereby approves the Indenture in the form on file with the Secretary of the Authority (the "Secretary "), together with such additions thereto and changes therein as the Executive Director or the Chair of the Authority, or the written designee of any of them (each, an "Authorized Resolution Number PFA 10 -02 Officer "), deems necessary, desirable or appropriate upon consultation with bond counsel to the Authority, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Authorized Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Indenture for and in the name and on behalf of the Authority. The Board hereby authorizes the performance by the Authority of its obligations under the Indenture. Section 3. Installment Sale Agreement. The Board hereby approves the form of the Installment Sale Agreement, by and between the Authority and the City on file with the Secretary, together with such additions thereto and changes therein as the Authorized Officers deem necessary, desirable or appropriate upon consultation with bond counsel to the Authority, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Authorized Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Installment Sale Agreement for and in the name of and on behalf of the Authority. The Authority hereby authorizes the performance by the Authority of its obligations under the Installment Sale Agreement. Section 4. Bond Purchase Agreement. The Authority hereby authorizes and directs the Executive Director of the Authority to sell the Bonds pursuant to a negotiated sale to Southwest Securities, Inc., as underwriter of the Bonds (the "Underwriter "). The Authority hereby approves the form of the Bond Purchase Agreement on file with the Secretary, with such additions thereto and changes therein as Authorized Officers deem necessary, desirable or appropriate upon consultation with bond counsel to the Authority, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions or changes; provided that no such addition or change may increase the aggregate principal amount of Bonds to be in excess of $4,000,000, or may provide for a net interest cost in excess of 4.60% or an underwriter's discount (exclusive of any original issue discount) of greater than 0.80 %; provided further, that the 2000 COPs shall be refunded only if such refunding results in present value savings, as determined by the Authorized Officers, of at least $220,000. The Authorized Officers, each acting alone, are hereby authorized and directed to execute the Bond Purchase Agreement and to take all actions necessary to fulfill the Authority's obligations thereunder. The Authority hereby authorizes the performance by the Authority of its obligations under the Bond Purchase Agreement. Section 5. Official Statement. The Board hereby approves the form of Official Statement relating to the Bonds (the "Official Statement ") on file with the Secretary, together with such changes or additions thereto as the Authorized Officers deem necessary, desirable or appropriate upon consultation with bond, counsel to the Authority, and authorizes the Authorized Officers, each acting alone, to deem a preliminary form of the Official Statement final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, as amended, except for omissions permitted therein. Distribution of the preliminary form of Official Statement by the Underwriters is hereby approved. The Authorized Officers, each acting alone, are hereby authorized to execute the final form of the Official Statement with such changes or additions as the Authorized Officers deem necessary, desirable or appropriate upon consultation with bond counsel to the Authority, and the execution of the final Official Statement by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Board hereby authorizes the distribution of the final Official Statement. Section 6. Selection of Trustee. The Board hereby approves of the appointment of Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee ") for the Bonds, and authorizes the Authorized Officers to negotiate the fees for trustee services in the name of and on behalf of the Authority. _r.,. r 1141 3,,y,.'. p,O- yr•.. ' { Resolution Number PFA 10 -02 j. Section 7. Irrevocable Refunding Instructions':-, ; The Board hereby approves the form of the Irrevocable Refunding Instructions (the "Refunding Instructions ") from the Authority and the City to Bank of New York Mellon Trust Company, N.A. (successor in interest to BNY Western Trust Company, as trustee for the 2000 COPs), on file with the City Clerk. Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Refunding Instructions 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 8. Bond Counsel. The appointment of Richards, Watson & Gershon, A Professional Corporation, to act as bond counsel and disclosure counsel for the issuance of the Series 2011 Bonds is hereby approved. Section 9. 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 2011 Bonds and any such actions previously taken by such officers are hereby ratified and confirmed. Section 10. 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 this 13th day of December , 2010 by the following vote: AYES: Authority Members __'iiAt f'�'JA Lit // NOES: Authority Members vi ABSENT: Authority Members 0(44}kte � ABSTAIN: Authority Members `/ Oil 1 Chair ATTEST: Secretary /City Clerk 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 PFA 10- 02 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 regular meeting thereof held on the 13th day of December , 2010. / C Se retary /City Clerk 1306016