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HomeMy WebLinkAboutReso 2015-088 - Electric System Revenue Bonds• RESOLUTION NO. 2015-088 E RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE ISSUANCE BY THE REDDING JOINT POWERS FINANCING AUTHORITY OF ELECTRIC SYSTEM REVENUE BONDS; AUTHORIZING EXECUTION AND DELIVERY OF AN INSTALLMENT SALE AGREEMENT, AN ESCROW AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING FORM OF OFFICIAL STATEMENT; AND AUTHORIZING EXECUTION OF DOCUMENTS AND THE TAKING OF ALL NECESSARY ACTIONS RELATING TO THE FINANCING WITH THE REDDING JOINT POWERS FINANCING AUTHORITY WHEREAS, the City of Redding (the "City") and the Housing Authority of the City of Redding (the "Housing Authority") have heretofore executed a joint exercise of powers agreement, dated December 6, 1988, and thereafter amended (the "Joint Powers Agreement"), by and between the City and the Housing Authority, which Joint Powers Agreement creates and establishes the Redding Joint Powers Financing Authority (the "Authority"); and WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, the Authority is authorized to issue bonds for financing or refinancing public capital improvements whenever there are significant public benefits to be realized; and WHEREAS, pursuant to the 2005 Installment Sale Agreement, dated as of November 1, 2005 (the "2005 Installment Sale Agreement"), by and between the City and the Redding Capital Services Corporation (the "Corporation"), the City heretofore determined to make installment sale payments to the Corporation for purchase of the 2005 Electric System Project (the "2005 Electric System Project"); and WHEREAS, the City has determined that it is in the best interests of the City and its residents to refund all or a portion of the City's obligation to make installment sale payments under the 2005 Installment Sale Agreement and the Authority is willing to assist the City in effecting such refunding; and WHEREAS, the City has determined that it is desirable and furthers the public purpose to assist in the financing of the design, acquisition, construction and improvement to the headquarters building and related site improvements for the electric utility system of the City (the "2015 Electric System Project"); and WHEREAS, the City desires to enter into a 2015 Installment Sale Agreement (the "2015 Installment Sale Agreement"), pursuant to which the City will sell the 2005 Electric System Project to the Authority and the City will purchase the 2005 Electric System Project and the 2015 Electric System Project from the Authority, all as more fully set forth in the 2015 Installment Sale Agreement; and WHEREAS, in order to refund a portion of the City's obligation to make the 2005 Installment Sale Payments, the City desires to enter into an Escrow Agreement (the OHSUSA:762986897.5 0� k 4 "Escrow Agreement") with the trustee for the Electric System Revenue Certificates of Participation, 2005 Series A (the "2005 Certificates"); and WHEREAS, the City desires to approve the Authority's issuance of not to exceed $45,000,000 aggregate principal amount of Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2015 Series A (the "Bonds"), for the purpose of financing the 2015 Electric Systems Project and for the purpose of refinancing the 2005 Electric System Project; and WHEREAS, the Authority and City will enter into a Purchase Contract (the "Purchase Contract") with J.P. Morgan Securities LLC (the "Underwriter"); and WHEREAS, in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12, the City will execute and deliver a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"); and WHEREAS, there have been submitted and are on file with the City Clerk proposed forms of the 2015 Installment Sale Agreement, Escrow Agreement, Purchase Contract, Continuing Disclosure Agreement and an Official Statement with respect to the Bonds proposed to be issued by the Authority, and a Trust Agreement by and between the Authority and U.S. Bank National Association, as Trustee (the "Trust Agreement"); and WHEREAS, pursuant to Section 6586.5 of the California Government Code, this City Council hereby determines that there are significant public benefits, including through demonstrable savings in the effective interest rates and bond issuance costs expected to be paid for the Bonds issued to finance the 2015 Electric System Project and to refinance the 2005 Electric System Project, and that it furthers the public purpose to assist in such financing and refinancing; NOW THEREFORE, the City Council of the City of Redding hereby finds, determines, declares and resolves as follows: Section 1. All of the recitals set forth above are true and correct, and the City Council so finds and determines. Section 2. The City Council hereby approves the issuance of the Bonds by the Authority, in an aggregate principal amount not to exceed $45,000,000, to finance the 2015 Electric System Project and to refinance the 2005 Electric System Project. The officers of the City are hereby directed to perform the duties, if any, imposed upon the City by the provisions of the financing documents approved herein, including the Trust Agreement and the 2015 Installment Sale Agreement, and the Director of Finance of the City is hereby authorized and directed to hold the funds and accounts created in said financing documents and directed or permitted to be held by the City. Section 3. The proposed form of 2015 Installment Sale Agreement by and between the City and the Authority, on file with the City Clerk, is hereby approved. The Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an installment sale agreement in substantially said form, with such changes therein as such officer OHSUSA:762986897.5 -2- may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the term of said installment sale agreement shall end no later than June 1, 2035 and the interest rates result in a true interest cost for the Bonds of not to exceed of five percent (5.0%) per annum. Section 4. The proposed form of 2005 Escrow Agreement, by and between the City and the trustee for the 2005 Certificates, on file with the City Clerk, is hereby approved. The Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the escrow agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The proposed form of Purchase Contract, by and among the Underwriter, the Authority and the City, on file with the City Clerk, is hereby approved. The Mayor or City Manager of the City (or other officer designated by the City Manager) is each hereby authorized and directed, on behalf of the City, to execute and deliver a purchase contract in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, the underwriting discount (not including original issue discount) shall not exceed six tenths of one percent (0.6%) of the aggregate principal amount of the Bonds. Section 6. The proposed form of Continuing Disclosure Agreement, by and between the City and U.S. Bank National Association, as trustee and dissemination agent, on file with the City Clerk, is hereby approved. The Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized and directed to and in the name and on the behalf of the City, to execute and deliver a continuing disclosure agreement in substantially said form with said changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The proposed form of Official Statement relating to the Bonds (the "Official Statement"), on file with the City Clerk, is hereby approved. The Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an Official Statement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby directed to distribute copies of the Official Statement to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary Official Statement relating to the Bonds is hereby approved and the Mayor or City Manager of the City (or other officer designated by the City Manager) hereby authorized and directed, to execute a certificate confirming that the preliminary Official Statement has been "deemed final" by the City for purposes of Securities and Exchange Commission Rule 15c2-12. Section 8. The Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized, upon a determination by such officer that the procurement of such policy is in the best interests of the City, to procure and maintain a policy of municipal bond insurance for the benefit of the registered owners of one or more maturities of OHSUSA:762986897.5 -3- the Bonds in such form and on such terms as such officer shall require or approve, such approval to be conclusively evidenced by the execution and delivery of the commitment for and on behalf of the City to the issuer of such municipal bond insurance policy or surety bond. Section 9. The City Clerk is hereby authorized and directed to attest the signature of the Mayor, City Manager or other officers of the City as may be required in connection with the execution and delivery of the Bonds and the 2015 Installment Sale Agreement, Escrow Agreement, Purchase Contract and Continuing Disclosure Agreement in accordance with this Resolution. Section 10.The officers and City Council members 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 documents and certificates which they deem necessary or advisable in order to consummate the execution and delivery of the documents mentioned herein and otherwise to effectuate the purposes of this Resolution and the transactions contemplated hereby. Section 11. All actions heretofore taken by the officers and agents of the City with respect to the financing of the 2015 Electric System Project and the refinancing of the 2005 Electric System Project are hereby ratified, confirmed and approved. Section 12. This Resolution shall take effect from and after its adoption and approval. I hereby certify that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the City Council of the City of Redding at a regular meeting thereof held on the 3rd day of November, 2015, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Cadd, McArthur, Schreder, Weaver, & Sullivan NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None y PAMELA MIZE, C y Clerk r r F E SULL AN, kayor FORM APPROVAL: BARRY E. DeWALT, City Attorney OHSUSA:762986897.5 -4- CERTIFICATE OF THE CLERK I, Pamela Mize, City Clerk of the City of Redding (the "City"), hereby certify that the foregoing Resolution No. 088, is a full, true, and correct copy of a resolution duly adopted at a regular meeting of the City Council of the City duly held in Redding, California, on November 3, 2015, of which meeting all of the members of said City Council had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true, and correct copy of the original resolution adopted at said meeting and entered into said minutes, and that said resolution has not been amended, modified, rescinded, or revoked in any manner since the date of its adoption, and the same is now in full force and effect. An agenda of said meeting was posted at least 72 hours before the meeting at 777 Cypress Street, Redding, California 96001, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. Dated: l/ — , 2015. City Cle of the City Redding .,[.YII.Y�UI.Y�%If i1l�.7