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[Project Vote: Anaheim, Burbank, <br />Colton, Glendale and Pasadena <br />RESOLUTION NO. 2011-101 <br />RESOLUTION RELATING TO THE MAGNOLIA POWER PROJECT: <br />(I) AUTHORIZING THE NEGOTIATION AND EXECUTION AND <br />DELIVERY OF ONE OR MORE REIMBURSEMENT AGREEMENTS <br />RELATING TO THE MAGNOLIA POWER PROJECT A, REFUNDING <br />REVENUE BONDS, 2009-1 AND THE MAGNOLIA POWER PROJECT A, <br />REFUNDING REVENUE BONDS, 2009-2; (II) AUTHORIZING THE <br />EXECUTION AND DELIVERY OF A REMARKETING MEMORANDUM <br />RELATING TO SUCH BONDS; (III) AUTHORIZING CERTAIN RELATED <br />DOCUMENTS AND ACTIONS; AND (IV) AUTHORIZING THE OFFICERS <br />AND THE EXECUTIVE DIRECTOR OF THE AUTHORITY TO DO ALL <br />OTHER THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, on April 21, 2009 the Southern California Public Power Authority (the <br />"Authority") issued $146,535,000 of Magnolia Power Project A, Refunding Revenue Bonds, <br />2009-1 (the "2009-1 Bonds") and $111,535,000 of Magnolia Power Project A, Refunding <br />Revenue Bonds, 2009-2 (the "2009-2 Bonds" and together with the 2009-1 Bonds, the "Bonds"); <br />WHEREAS, the Bonds were issued in a weekly interest rate mode, with the 2009-1 <br />Bonds initially supported by a letter of credit provided by KBC Bank N.V., acting through its <br />New York Branch (the "2009-1 Letter of Credit"), and the 2009-2 Bonds initially supported by a <br />letter of credit provided by Bank of America, N.A. (the "2009-2 Letter of Credit"); <br />WHEREAS, each of the 2009-1 Letter of Credit and 2009-2 Letter of Credit has a <br />scheduled termination date of April 20, 2012; <br />WHEREAS, the Authority has determined to replace the 2009-1 Letter of Credit and the <br />2009-2 Letter of Credit prior to the scheduled termination; <br />WHEREAS, in connection with the replacement letters of credit, the Authority will enter <br />into one or more Letter of Credit Reimbursement Agreements (with such changes as hereafter <br />approved by the President, Vice President or Executive Director of the Authority, with such <br />approval to be conclusively evidenced by the execution and delivery thereof) (the <br />"Reimbursement Agreements") and certain other agreements related thereto with U.S. Bank <br />National Association and Wells Fargo Bank, National Association and/or such other financial <br />institution(s) as may be selected by the President, Vice President or Executive Director of the <br />Authority (the `Banks"); <br />WHEREAS, on the basis of the draft Reimbursement Agreements, on December 5, 2011, <br />the Finance Committee of the Authority recommended that the Authority, after approval by the <br />Board of Directors, proceed with the execution and delivery of the Reimbursement Agreements <br />pursuant to which such replacement letters of credit will be delivered; and <br />WHEREAS, in connection with the remarketing of the Bonds upon the tender thereof and <br />the delivery of the replacement letters of credit therefor, the Authority wishes to prepare and <br />distribute a Remarketing Memorandum (as defined herein) describing, among other things, the <br />