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HomeMy WebLinkAboutCC Res 6087 2010-12-13 RESOLUTION NUMBER 6087 RESOLUTION OF THE CITY OF SEAL BEACH APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN FINANCING DOCUMENTS AND DIRECTING CERTAIN RELATED ACTIONS IN CONNECTION WITH REFINANCING CERTAIN IMPROVEMENTS TO THE CITY'S WASTEWATER SYSTEM WHEREAS, the City of Seal Beach (the "City ") and the Redevelopment Agency of the City of Seal Beach (the "Agency ") have entered into a Joint Exercise of Powers Agreement, dated May 8, 2000, establishing the Seal Beach Public Financing Authority (the "Authority ") for the purpose, among others, of having the Authority issue bonds to be used to finance and refinance the acquisition, construction and improvement of certain public capital improvements; 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 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 paid by the City pursuant to the Installment Sale Agreement to pay debt service on the Bonds; and WHEREAS, in order to assist Southwest Securities, Inc. (the "Underwriter "), as the underwriters of the Bonds, in complying with Rule 15c2 -12 of the Securities and Exchange Commission, the City will undertake certain continuing disclosure obligations pursuant to a continuing disclosure agreement to be executed by the City (the "Continuing Disclosure Agreement "); and WHEREAS, there has been prepared a Preliminary Official Statement containing information to be used in connection with the sale of the Bonds; and WHEREAS, the City has duly considered such transactions and wishes at this time to approve certain matters relating to these transactions in the public interest of the City; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEAL BEACH, Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Installment Sale Agreement. The City Council hereby approves the form of the Installment Sale Agreement on file with the City Clerk, with such additions thereto and changes therein as the Mayor or the City Manager, or the written designee of any of them (each, an "Authorized Officer ") deems necessary, desirable or appropriate upon consultation with bond counsel, the execution by the City of which shall be conclusive evidence of the approval of • Resolution Number 6087 any such additions and changes. The Authorized Officers and all other appropriate officials of the City are hereby authorized and directed to execute, and the City Clerk is hereby authorized to attest, as appropriate, the Installment Sale Agreement and such other agreements, documents and certificates as may be necessary or desirable to effectuate the purposes of this resolution and the financing herein authorized, including, without limitation, such other agreements, documents and certificates as may be required by the Installment Sale Agreement. The City Council hereby authorizes the performance by the City of its obligations under the Installment Sale Agreement. The maximum stated term of the Installment Sale Agreement shall not exceed 35 years. Section 3. Bond Purchase Agreement. The City Council hereby approves the form of the Bond Purchase Agreement on file with the City Clerk. 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); provided that the principal amount of Bonds shall not exceed $4,000,000, the net interest cost shall not exceed 4.60 %, and the underwriter's discount (exclusive of any original issue discount) shall not be 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. Section 4. Official Statement. The City Council hereby approves the preparation of, and hereby authorizes the City Manager and the Director of Administrative Services of the City, each acting alone, to deem final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, as amended (except for permitted omissions), the preliminary form of the Official Statement describing the Bonds (the "Preliminary Official Statement ") on file with the City Clerk, together with such changes or additions as the Authorized Officer may deem necessary, desirable or appropriate upon consultation with bond counsel. Distribution of the Preliminary Official Statement by the Underwriter 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, and the execution of the final Official Statement by the City shall be conclusive evidence of the approval of any such additions and changes. The City Council hereby authorizes the distribution of the final Official Statement. Section 5. Continuing Disclosure Agreement. The City Council hereby approves the Continuing Disclosure Agreement in the form on file with the City Clerk. Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure 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. Irrevocable Refunding Instructions The City Council hereby approves the form of the Irrevocable Refunding Instructions from the Authority and the City to BNY Western Trust Company, as trustee for the 2000 COPs (the "Refunding Instructions "), on file with the City Clerk. Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, 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 7. 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 Resolution Number 6087 necessary or proper in order to effectuate the purposes of this Resolution, the documents approved hereby, and the issuance, sale and delivery of the Bonds and any such actions previously taken by such officers are hereby ratified and confirmed. Section 8. Effective Date. This resolution shall take effect from and after its passage and adoption by the City. PASSED, APPROVED and ADOPTED . by the Seal Beach City Council at a regular meeting held on the 13th day of December , 2010 by the following vote: AYES: Council Members �,;,L A%A L./ mA ...i 4 A 4 �- NOES: Council Members r ' r / ABSENT: Council Members ABSTAIN: Council Members 7 OA, &Y; / Mayor ATTEST: City Clerk STATE OF CALIFORNIA } • COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6087 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 13th day of December , 2010. 1 - Ci Clerk 3