HomeMy WebLinkAboutResolutions - No. LPFA2017-02RESOLUTION NO. LPFA2017-02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
LODI PUBLIC FINANCING AUTHORITY APPROVING AND DIRECTING
EXECUTION OF AN INSTALLMENT PURCHASE AGREEMENT AND
AN ASSIGNMENT AGREEMENT FOR THE PURPOSE OF
REFINANCING AN INSTALLMENT PAYMENT OBLIGATION OF THE
CITY OF LODI, AND APPROVING RELATED ACTIONS
WHEREAS, the City of Lodi owns and operates facilities and property for the collection,
treatment, and disposal of wastewater within the service area of the City (the "System"); and
WHEREAS, the City previously entered into an Installment Purchase Agreement, dated
as of December 1, 2007 (the "2007 Installment Purchase Agreement") with the Lodi Public
Improvement Corporation (the "Corporation"), pursuant to which the City agreed to make certain
installment payments in the aggregate principal amount of $30,320,000 (the "2007 Installment
Payments"), and caused execution and delivery of Wastewater System Revenue Certificates of
Participation, 2007 Series A (the "2007 Certificates"), pursuant to a Trust Agreement, dated as
of December 1, 2007 (the "2007 Trust Agreement"), between the Corporation and The Bank of
New York Mellon Trust Company, N.A., as trustee (the "2007 Trustee"), all for the purpose of (i)
financing the costs of certain improvements to the System (the "2007 Project") and (ii)
refinancing, on a current basis, all outstanding installment payments under an Installment Sale
Agreement, dated as of December 1, 1991, with the Corporation, and certain outstanding
Certificates of Participation (1991 Wastewater Treatment Plant Expansion Refunding Project)
(the "1991 Certificates"); and
WHEREAS, the 1991 Certificates were executed and delivered to (i) finance certain
capital improvements to the System (the "1991 Improvements") and (ii) prepay, on an advance
basis, certain certificates of participation that were executed and delivered to finance the
expansion of the City's White Slough Water Pollution Control Facility; and
WHEREAS, under current economic conditions, it is possible for the City to refinance on
a tax-exempt basis the portion of the 2007 Installment Payments attributable to the refinancing
of the White Slough Certificates (the "Refinanced 2007 Installment Payments") for the purpose
of achieving savings for the benefit of the customers of the System, and to cause a prepayment,
on a current basis for purposes of federal tax law, of the related 2007 Certificates (the
"Refunded 2007 Certificates"); and
WHEREAS, the Authority has been formed for the purpose of assisting the City in the
financing and refinancing of public capital improvements; and
WHEREAS, there has been presented to the Board of Directors for approval an
Installment Purchase Agreement and an Assignment Agreement; and
WHEREAS, the Board of Directors wishes at this time to approve and direct execution of
the Installment Purchase Agreement and the Assignment Agreement and to authorize and
approve other related actions.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Lodi Public
Financing Authority as follows:
Section 1. Financing Documents. The forms of the documents listed below are hereby
approved, and the Chair, Executive Director, Treasurer or General Counsel, or an authorized
representative of such persons (each an "Authority Representative") is hereby authorized and
directed to execute such documents in substantially the form of documents on file with the
Secretary of the Authority, together with any additions thereto or changes therein deemed
necessary or advisable by any Authority Representative and whose execution thereof shall be
conclusive evidence of approval of any such additions or changes:
(a) the Installment Purchase Agreement, by and between the Authority and
the City; and
(b) the Assignment Agreement, by and between the Authority and River City
Bank, or such other capital provider identified by the City.
Section 2. Official Actions. Each Authority Representative, and any other duly -
authorized officers or agents of the Authority, is hereby authorized and directed, for and in the
name and on behalf of the Authority, to do any and all things and take any and all actions,
including execution and delivery of any and all assignments, certificates, requisitions,
agreements, notices, consents, instruments of conveyance, warrants and other documents,
which they, or any of them, may deem necessary or advisable in order to effect the purposes of
this resolution and the refinancing.
Section 3. Effective Date. This resolution shall take effect immediately upon its passage
and adoption.
Dated: December 6, 2017
I hereby certify that Resolution No. LPFA2017-02 was passed and adopted by the Board
of Directors of the Lodi Public Financing Authority in a regular/joint meeting held
December 6, 2017, by the following vote:
AYES: BOARD MEMBERS — Chandler, Johnson, Mounce, Nakanishi, and
Mayor Kuehne
NOES: BOARD MEMBERS — None
ABSENT: BOARD MEMBERS — None
ABSTAIN: BOARD MEMBERS — None
NNIFER M. FERRAIOLO
Secretary
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