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HomeMy WebLinkAboutReso 2002-054 - Electric System Projects • RESOLUTION NO. 02- ,..5.-/71 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A 2002 INSTALLMENT SALE AGREEMENT, A TRUST AGREEMENT, AN ESCROW AGREEMENT (SERIES 1992A), AN ESCROW AGREEMENT (SERIES 1993A), CERTIFICATE PURCHASE CONTRACTS, AN INTEREST RATE EXCHANGE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT AND AN OFFICIAL STATEMENT AND APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT,APPROVING THE AMENDMENT AND RESTATEMENT OF THE BYLAWS OF THE REDDING CAPITAL SERVICES CORPORATION, AUTHORIZING THE PROCUREMENT OF A MUNICIPAL BOND INSURANCE POLICY AND CERTAIN OTHER ACTIONS IN CONNECTION WITH ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION,2002 SERIES A,B,C-1 AND C-2. WHEREAS, the City of Redding, a general law city and municipal corporation duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "City"),is authorized under provisions of the Constitution and laws of the State of California to operate an electric system and acquire such property therefor as the City may determine is necessary or proper; and WHEREAS, the City and Redding Capital Services Corporation (the "Corporation") propose to enter into a 2002 Installment Sale Agreement, dated as of April 1,2002 (the "Installment Sale Agreement"), pursuant to which the City will refund its obligation to make installment sale payments for the 1992 electric system project (the "1992 Electric System Project") and the 1993 electric system project (the "1993 Electric System Project" and, together with the 1992 Electric System Project, the "Prior Electric System Projects") and the City will purchase the 2002 electric system project (the "2002 Electric System Project") from the Corporation, all as more fully set forth in the Installment Sale Agreement; and WHEREAS, the City has determined that it is desirable and furthers the public purpose and that there are significant public benefits to be derived from securing the assistance of the Corporation in refinancing the Prior Electric System Projects and financing the 2002 Electric �► 0\ DOCSSF 1:595873.3 40109-18 KR1 System Project in that the City will benefit from demonstrable savings in the cost of refinancing the Prior Electric System Projects and financing the 2002 Electric System Project; and WHEREAS, there has been presented to this meeting a proposed form of the Installment Sale Agreement, pursuant to which the Corporation will refinance the Prior Electric System Projects and will sell the 2002 Electric System Project to the City and the City will agree to make installment sale payments to the Corporation; and WHEREAS, there has been presented to this meeting a proposed form of Trust Agreement, dated as of April 1, 2002 (the "Trust Agreement"), by and among the City, the Corporation and U.S. Bank, N.A. (the "Trustee"), providing for the execution and delivery of City of Redding Electric System Revenue Certificates of Participation, 2002 Series A,B, C-1 and C-2 (the "Certificates"), the proceeds of the sale of which will be used to refinance the Prior Electric System Projects and finance the 2002 Electric System Project; and WHEREAS, there has been presented to this meeting a proposed form of Escrow Agreement (Series 1992A), dated as of April 1, 2002 (the "1992A Escrow Agreement"), by and between the City and U.S. Bank, N.A., as Escrow Agent, providing for the payment of a portion of the outstanding City of Redding Electric System Revenue Certificates of Participation, Series 1992A (the "1992A Certificates"); and WHEREAS, there has been presented to this meeting a proposed form of Escrow Agreement (Series 1993A), dated as of April 1, 2002 (the "1993A Escrow Agreement" and,together with the 1992A Escrow Agreement, the "Escrow Agreements"), by and between the City and U.S. Bank, N.A., as Escrow Agent, providing for the payment of a portion of the outstanding City of Redding Electric System Revenue Certificates of Participation, Series 1993A (the "1993A Certificates"); and WHEREAS, there has been presented to this meeting a proposed form of Preliminary Official Statement (the "Preliminary Official Statement") relating to the Certificates; and DOCSSF 1:595873.3 40109-18 KR1 2 WHEREAS,there has been presented to this meeting proposed forms of Certificate Purchase Contracts (the "Purchase Contracts"), by and between the City and Salomon Smith Barney Inc., as underwriter (the "Underwriter"),providing for the purchase of the Certificates; and WHEREAS, there has been presented to this meeting a proposed form of Master Agreement and a proposed form of Confirmation (collectively, the "Interest Rate Exchange Agreement) by and between the City and Salomon Brothers Holding Company Inc (the "Interest Exchange Agreement Provider"); and WHEREAS, there has been presented to this meeting a proposed form of Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"), by and between the City and U.S. Bank,N.A., as Trustee and Dissemination Agent; and WHEREAS, there has been presented to this meeting amended and restated Bylaws of the Corporation (the "Bylaws") pursuant to which the Corporation's current Board of Directors is replaced by the City Council of the City of Redding, sitting ex ouzo; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redding as follows: Section 1. The City hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the City and that the statements, findings and determinations of the City set forth in the preambles of the documents approved herein are true and correct. Section 2. The proposed form of Installment Sale Agreement presented to this meeting,in substantially the form on file with the City Clerk and incorporated by reference as if fully set forth herein, is hereby approved. The Mayor or City Manager of the City or such officer's designee is hereby authorized to execute, and the City Clerk is hereby authorized to attest, seal and deliver,the Installment Sale Agreement in substantially said form,with such changes therein as shall be approved by the City Attorney and the Mayor or City Manager (or designee) executing the same, with such execution to constitute conclusive evidence of such officers' approval and the City's DOCSSF1:595873.3 40109-18 KR1 3 approval of any changes or revisions therein from the form of the Installment Sale Agreement on file with the City Clerk. Section 3. The proposed form of Trust Agreement presented to this meeting,in substantially the form on file with the City Clerk and incorporated by reference as if fully set forth herein, is hereby approved. The Mayor or City Manager of the City or such officer's designee is hereby authorized and directed, for and in the name and on behalf of the City,to execute and deliver the Trust Agreement in substantially said form, with such changes therein as shall be approved by the City Attorney and the Mayor or City Manager (or designee) executing the same, with such execution to constitute conclusive evidence of such officers' approval and the City's approval of any changes or revisions therein from the form of the Trust Agreement on file with the City Clerk. The dates, certificate payment dates, interest rate or rates, interest payment dates, denominations, forms, registration privileges, manner of execution, place or places of payment, terms of prepayments and other terms of the Certificates shall be as provided in said Trust Agreement,as finally executed. Section 4. The proposed forms of Escrow Agreements presented to this meeting,in substantially the form on file with the City Clerk and incorporated by reference as if fully set forth herein, are hereby approved. The Mayor or City Manager of the City or such officer's designee is hereby authorized to execute, and the City Clerk is hereby authorized to attest, seal and deliver, the Escrow Agreements in substantially said form, with such changes as shall be approved by the City Attorney and the Mayor or City Manager (or designee) executing the same, with such execution to constitute conclusive evidence of such officers' approval and the City's approval of any changes or revisions therein from the form of the Escrow Agreement on file with the City Clerk. Section 5. The proposed form of Preliminary Official Statement relating to the Certificates, presented to this meeting and on file with the City Clerk and incorporated by reference as if fully set forth herein, is hereby approved. The Mayor or City Manager of the City or such officer's designee is hereby authorized for and in the name and on behalf of the City,to approve the distribution by the Underwriter of a Preliminary Official Statement relating to the Certificates in substantially said form, and to certify that such Preliminary Official Statement is, as of its date, DOCSSF1:595873.3 40109-18 KR1 4 "deemed final" by the City for purposes of Rule 15c2-12 of the Securities and Exchange Commission. The Mayor or City Manager of the City or such officer's designee is hereby further authorized to cause to be prepared and to execute and deliver to the Underwriter an Official Statement relating to the Certificates in substantially the form of said Preliminary Official Statement, with such changes therein as shall be approved by the City Attorney and the Mayor or City Manager (or designee),with such execution to constitute conclusive evidence of such approval and the City's approval of any changes or revisions therein from the Preliminary Official Statement, to authorize the distribution of said Official Statement and to certify that said Official Statement is, as of its date, "final and complete" for purposes of Rule 15c2-12 of the Securities and Exchange Commission. Section 6. The proposed forms of Purchase Contracts presented to this meeting, in substantially the forms on file with the City Clerk and incorporated by reference as if fully set forth herein, are hereby approved. The Mayor or City Manager of the City or such officer's designee is hereby authorized to execute and deliver the Purchase Contracts in substantially said form with such changes therein as shall be approved by the City Attorney and the Mayor or City Manager (or designee) executing the same,with such execution to constitute conclusive evidence of such officers' approval and the City's approval of any changes or revisions therein from the form of the Purchase Contracts on file with the City Clerk. Section 7. The proposed form of Interest Rate Exchange Agreement presented to this meeting,in substantially the form on file with the City Clerk and incorporated by reference as if fully set forth herein,is hereby approved. The Mayor or City Manager of the City or such officer's designee is hereby authorized to execute and deliver the Interest Rate Exchange Agreement in substantially said form with such changes therein as shall be approved by the City Attorney and the Mayor or City Manager (or designee) executing the same, with such execution to constitute conclusive evidence of such officers' approval and the City's approval of any changes or revisions therein from the form of the Interest Rate Exchange Agreement on file with the City Clerk. The City Council hereby determines, in accordance with Section 5922 of the Government Code of the DOCSSF1:595873.3 40109-18 KR1 5 State of California, that the Interest Rate Exchange Agreement will result in a lower overall cost of borrowing when used in combination with the execution and delivery of the Certificates. Section 8. The proposed form of Continuing Disclosure Agreement presented to this meeting,in substantially the form on file with the City Clerk and incorporated by reference as if fully set forth herein,is hereby approved. The Mayor or City Manager of the City or such officer's designee is hereby authorized to execute and deliver the Continuing Disclosure Agreement in substantially said form with such changes therein as shall be approved by the City Attorney and the Mayor or City Manager (or designee) executing the same, with such execution to constitute conclusive evidence of such officer's approval and the City's approval of any changes or revisions therein from the form of the Continuing Disclosure Agreement on file with the City Clerk. Section 9. The Bylaws presented to this meeting, in substantially the form on file with the City Clerk and incorporated by reference as if fully set forth herein, are hereby approved and the City Council hereby accepts its appointment, sitting ex ofuio, as Directors of the Corporation. Section 10. The Mayor or City Manager of the City or such officer's designee 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 one or more municipal bond insurance policies for the benefit of the registered owners of one or more maturities of the Certificates and for the benefit of the Interest Rate Exchange Provider in such form and on such terms and conditions as such officer shall require or approve, such approval to be conclusively evidenced by the execution and delivery of a commitment letter for and on behalf of the City to the issuer of such municipal bond insurance policy. Section 11. The authorization of the execution and delivery of the Installment Sale Agreement, the Trust Agreement, the Escrow Agreements, the Purchase Contracts, the Continuing Disclosure Agreement and the Interest Rate Exchange Agreement set forth in Sections 2, 3,4, 6, 7 and 8 of this resolution is subject to the following conditions precedent: DOCSSF1:595873.3 40109-18 KR1 6 • 1. The Certificates shall have a final Certificate Payment Date not later than June 1, 2023; 2. The Certificates shall be executed and delivered in an aggregate principal amount not to exceed $113,000,000; 3. The expected interest cost of the Certificates (taking into account the Interest Rate Exchange Agreement and including any bond insurance premiums) shall not exceed 5.25% per annum; and 4. The Underwriter's discount in the Purchase Contracts shall not exceed 0.75% of the aggregate principal amount evidenced and represented by the Certificates purchased thereunder. Section 12. The officers 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 which they may deem necessary or advisable in order to consummate the refinancing of the Prior Electric System Projects or the financing of the 2002 Electric System Project, to pledge Net Revenues to secure the Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Certificates, the Installment Sale Agreement, the Trust Agreement, the Escrow Agreements, the Purchase Contracts, the Preliminary Official Statement, the Official Statement, and the Interest Rate Exchange Agreement. This resolution shall take effect immediately upon its adoption. DOCSSF1:595873.3 40109-18 KR1 7 I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 2nd day of April, 2002, and was duly adopted at said meeting by the following vote: AYES: Cibula, McGeorge, Pohlmeyer and Stegall NOES: None ABSENT: Kight ABSTAIN: None / Mark i'. Cirr,frce Mayor ATTEST: F071 Al? VE City Clerk City Attorney DOCSSF1:595873.3 40109-18 KR1 8