RESOLUTION NO. _________
RESOLUTION OF THE BOARD OF DIRECTORS OF THE FORT BRAGG PUBLIC FINANCING AUTHORITY APPROVING THE EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE AGREEMENT WITH THE CITY OF FORT BRAGG, AND RELATED DOCUMENTS AND ADDITIONAL ACTIONS WHEREAS, the Fort Bragg Public Financing Authority (the “Authority”) is a joint exercise of powers agency duly organized and operating pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Act”) and a joint exercise of powers agreement dated as of April 19, 1993 (the “Joint Powers Agreement”), between the City of Fort Bragg (the “City”) and the former Fort Bragg Redevelopment Agency; WHEREAS, the Authority was formed for the purpose of assisting the City in the financing of public capital improvements; and WHEREAS, the City has or will receive certain government grants fund a portion of the costs to acquire, construct and improve the Service (collectively, the “Project”); and WHEREAS, the City desires to fund the remaining portion of the costs necessary to complete the Project by entering into an Installment Purchase Agreement (the “2025 IPA”) with the Authority; and WHEREAS, pursuant to the 2025 IPA, the Authority has agreed to purchase the Project from the City with funds provided by EverBank, N.A. (the “Lender”) pursuant to an Assignment Agreement (the “Assignment Agreement”) by and between the Authority, as assignor, and the Lender, as assignee; WHEREAS, pursuant to the 2025 IPA, the City will acquire the Project from the Authority and obligate itself to make installment payments in the amounts and on the dates set forth in Exhibit B attached to the 2025 IPA (the “Installment Payments”); WHEREAS, pursuant to the Assignment Agreement, the Authority will assign to the Lender substantially all of the Authority’s rights, title and interest under the 2025 IPA; and
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Fort Bragg Public Financing Authority, as follows:
Recitals
. The foregoing recitals are true and correct and the [Board] so finds and determines.
Authorization of Officers to Execute and Deliver the 2025 IPA . The Board hereby authorizes and directs the President, the Vice President, the Secretary, and the Treasurer of the Authority and their designees (the “Designated Officers”), for and in the name of the Authority, to approve, execute, and deliver the 2025 IPA, in substantially the form presented to the [Board] at this meeting, which such 2025 IPA is hereby approved, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer or officers executing the document for the Authority. The execution of the foregoing by a Designated Officer or Officers shall constitute conclusive evidence of such officer’s or officers’ and the [Board]’s approval of any such changes, insertions, revisions, corrections, or amendments to the respective forms of documents presented to the Board at this meeting.
Authorization of Officers to Execute and Deliver Assignment Agreement . The form of the Assignment Agreement between the Authority and the Lender is hereby approved and each Authorized Officer acting alone, is hereby authorized and directed to execute and deliver the Assignment Agreement in the name of and on behalf of the Authority, in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the Authorized Officer or Authorized Officers executing the same, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of the Authorized Officers.
Section 4. General Authorization
and Ratification. The Board hereby authorizes and directs the Designated Officers and other officers and agents of the Authority, and each of them individually, for and in the name of and on behalf of the Authority, to do any and all things and to execute and deliver any and all documents that they may deem necessary to assist the City in financing the Project including, but not limited to, any certificates, instructions, notices or other documents required by the 2025 IPA, the Assignment Agreement and otherwise to carry out, give effect to, and comply with the terms and intent of this resolution. All actions heretofore taken by such officers and agents that are in conformity with the purposes and intent of this resolution are hereby ratified, confirmed and approved in all respects.
Effective Date
. This resolution shall take effect immediately upon its passage.
PASSED AND ADOPTED this 12th day of May, 2025, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
APPROVED:
Jason Godeke, President
ATTEST:
Diana Paoli, Secretary
APPROVED AS TO LEGAL FORM:
Baron J. Bettenhausen, General Counsel
NP DRAFT 4/22