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HomeMy WebLinkAboutReso 2016-119 - Electric System Revenue BondsRESOLUTION NO. 2016-119 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING AUTHORIZING THE ISSUANCE OF ELECTRIC SYSTEM REFUNDING REVENUE BONDS, THE EXECUTION AND DELIVERY OF AN INDENTURE, AN ESCROW AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT, A PURCHASE CONTRACT AND AN OFFICIAL STATEMENT AND APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT; AND AUTHORIZING EXECUTION OF DOCUMENTS AND THE TAKING OF ALL NECESSARY ACTIONS RELATING THERETO WHEREAS, pursuant to the 2008 Installment Sale Agreement, dated as of April 1, 2008 (the "2008 Installment Sale Agreement"), by and between the City of Redding (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 Prior Electric System Projects and the 2008 Electric System Project (as defined in the 2008 Installment Sale Agreement); and WHEREAS, the City has determined that it is in the best interests of the City and its residents to refund a portion of the City's obligation to make installment sale payments under the 2008 Installment Sale Agreement through the issuance and sale of electric system revenue bonds to be designated "City of Redding Electric System Refunding Revenue Bonds, Series 2016" (the "Bonds"); and WHEREAS, to provide for the issuance and payment of the Bonds, the City desires to enter into an Indenture (the "Indenture") with U.S. Bank National Association, as Trustee (the "Trustee"); and WHEREAS, in order to refund a portion of the City's obligation to make the 2008 Installment Sale Payments, the City desires to enter into an Escrow Agreement (the "Escrow Agreement") with the trustee for the Electric System Revenue Certificates of Participation, 2008 Series A (the "2008 Certificates"); and WHEREAS, the City will enter into a Purchase Contract (the "Purchase Contract") with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (collectively, the "Underwriters"); and WHEREAS, in order to assist the Underwriters 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 Indenture, Escrow Agreement, Purchase Contract, Continuing Disclosure Agreement and an Official Statement with respect to the Bonds; OHSUSA:765731431.2 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, in an aggregate principal amount not to exceed $65,000,000, to refinance Prior Electric System Projects and the 2008 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 Indenture, 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 Indenture by and between the City and the Trustee, 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, for and in the name and on behalf of the City, to execute and deliver an indenture 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, that the Bonds shall mature no later than June 1, 2030, and the interest rates result in a true interest cost for the Bonds of not to exceed four percent (4.0%) per annum. Section 4. The proposed form of Escrow Agreement, by and between the City and the trustee for the 2008 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 each 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 between the Underwriters 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 four tenths of one percent (0.4%) 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 each 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. -2- OHSUSA:765731431.2 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 each 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 Underwriters are hereby directed to distribute copies of the Official Statement to all actual purchasers of the Bonds. Distribution by the Underwriters 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) is each 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 each 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 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 issuance, sale and delivery of the Bonds and the execution and delivery of the Indenture, 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 refinancing of the Prior Electric System Projects and the 2008 Electric System Project are hereby ratified, confirmed and approved. Section 12. This Resolution shall take effect from and after its adoption and approval. -3- OHSUSA:765731431.2 I hereby certify that the foregoing resolution was introduced, read and adopted by the City Council of the City of Redding at a regular meeting held on the 1" day of November, 2016, by the following vote: AYES: COUNCIL MEMBERS: Cadd, Schreder, Sullivan, Weaver, & McArthur NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None ATTEST: PAMELA ZE City Clerk OHSUSA:765731431.2 a IME =MW i .+ Blom lika W.-VJ D) ice Mayor FORM APPROVAL: BARRY E. beWALT, City Attorney ie CERTIFICATE OF THE CLERK I, Pamela Mize, City Clerk of the City of Redding (the "City"), hereby certify that the foregoing Resolution No. 2016-119, 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 1, 2016, 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: ',-� o r i , 2016. i City Clerk of the City o f Redding OHSUSA:765731431.2