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HomeMy WebLinkAboutCC Res 6112 2011-02-28RESOLUTION NUMBER 6112 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL 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 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 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 special counsel, the execution by the City of which shall be conclusive evidence of the approval of 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. Resolution Number 6112 Section 3. Irrevocable Refunding Instructions The City Council 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 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 4. Qualified Tax - Exempt Obligations The Installment Payments 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 Installment Payments, 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 Installment Payments, 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 special counsel approving the Installment Payments that such designation or issuance, as applicable, will not adversely affect the status of the Installment Payments 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 Installment Payments 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 Installment Payments 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 5. 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 any such actions previously taken by such officers are hereby ratified and confirmed. Section 6. Effective Date This resolution shall take effect from and after its passage and adoption by the City. D (Intentionally Left Blank) Resolution Number 6112 1 PASSED, APPROVED and ADOPTED by the City Council at a regular meeting held on the 28th day of February , 2011 by the following vote: AYES: Council Members N OES: - . - ABSENT: Council Mem ABSTAIN: Council Mem , 4j" 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 6112 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 28th day of February , 2011. ity Clerk 1 3