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HomeMy WebLinkAboutPFA Res 11-01 2011-02-28RESOLUTION NUMBER PFA 11 -01 A RESOLUTION OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE REFINANCING OF CERTAIN IMPROVEMENTS TO THE CITY'S WASTEWATER SYSTEM 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 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 of, among others, financing and refinancing the acquisition, construction and improvement of certain public capital improvements; WHEREAS, the Authority and the City desire to refinance the $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 "); 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 wastewater system (the "2000 Wastewater Project ") from the Authority; WHEREAS, in consideration of payment by Bank of America, N.A. ( "BofA ") of the purchase price of the 2000 Wastewater Project, the Authority will assign all its right title and interest in the Installment Sale Agreement (including the right to receive all installment payments from the City) to BofA, pursuant to an Assignment Agreement between the Authority and BofA (the "Assignment Agreement "); 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. 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 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 Officer "), deem necessary, desirable or appropriate upon consultation with special 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; provided however, that the Installment Sale Agreement shall only be entered into by the Authority and the City, and the 2000 COPs shall be refunded, only if such Resolution Number PFA 11 -01 refunding results in present value savings, as determined by the Authorized Officers, of at least $220,000. Section 3. Assignment Agreement The Board hereby approves the form of the Assignment Agreement, between the Authority and BofA, on file with the Secretary. 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 approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 4. Selection of Escrow Agent The Board hereby approves of the appointment of Bank of New York Mellon Trust Company, N.A., as escrow agent (the "Escrow Agent ") for the 2000 COPs, and authorizes the Authorized Officers to negotiate the fees for escrow agent services in the name of and on behalf of the Authority. Section 5. 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), as escrow agent, on file with the Secretary. 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 6. Special counsel The appointment of Richards, Watson & Gershon, A Professional Corporation, to act as special counsel is hereby approved. Section 7. 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 and the documents approved hereby, 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 Authority. PASSED, APPROVED AND ADOPTED by the Seal Beach Public Financing Authority this 28th day of February , 2011 by the following vote: AYES: Authority Members /_ A/9& qW,4,14 NOES: Authority Members ABSENT: Authority Members ABSTAIN: Authority Members 2 Resolution Number PFA 11 -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 PFA 11 -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 regular meeting thereof held on the 28th day of February , 2011. .'I- �r f, 01, ec tary/City Clerk 1306016 3