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HomeMy WebLinkAboutReso 93-208 - Operate an electric system & acquire such property, propose to enter into a 1993 Installment sale agreement dated 05/15/93 RESOLUTION NO. MP3 4s RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A 1993 INSTALLMENT SALE AGREEMENT, A TRUST AGREEMENT, AN ESCROW AGREEMENT, A CERTIFICATE PURCHASE CONTRACT AND AN OFFICIAL STATEMENT AND APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING THE PROCUREMENT OF A MUNICIPAL BOND INSURANCE POLICY AND DEBT SERVICE RESERVE FUND SURETY BOND AND CERTAIN OTHER ACTIONS IN CONNECTION WITH ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, SERIES 1993A. 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 1993 Installment Sale Agreement, dated as of May 15, 1993 (the "Installment Sale Agreement") , supplemental to that certain 1989 Installment Sale Agreement, dated as of September 1, 1989, pursuant to which the City will refund a portion of its obligation to make installment sale payments for the 1985 electric system project (the 111985 Electric System Project") and the City will purchase the 1993 electric system project (the 111993 Electric System Project") from the Corporation, all as more fully set forth in the Installment Sale Agreement; and 1 SF2-16287.2 Q 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 1985 Electric System Project and financing the 1993 Electric System Project in that the City will benefit from demonstrable savings in the cost of refinancing the 1985 Electric System Project and financing the 1993 Electric System Project; and WHEREAS, there has been presented to this meeting a proposed form of the Installment Sale Agreement, dated as of May 15, 1993 (the "Installment Sale Agreement") , by and between the City and the Corporation and supplemental to that certain 1989 Installment Sale Agreement, dated as of September 1, 1989, by and between the City and the Corporation, pursuant to which the Corporation will refinance the 1985 Electric System Project and will sell the 1983 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 May 15, 1993 (the "Trust Agreement") , by and among the City, the Corporation and a trustee to be selected by the City (the "Trustee") , providing for the execution and delivery of City of Redding Electric System Revenue Certificates of Participation, Series 1993A (the "Certificates") , the proceeds of the sale of which will be used to refinance the 1985 Election System Project and finance the 1993 Electric System Project; and SF2-16287.2 2 WHEREAS, there has been presented to this meeting a proposed form of Escrow Agreement, dated as of May 15, 1993 (the "Escrow Agreement") , by and between the City and Bank of America National Trust and Savings Association, as Escrow Agent, providing for the payment of certain City of Redding Electric System Revenue Certificates of Participation, Series 1989A (the 111989 Certificates") ; and WHEREAS, there has been presented to this meeting a i proposed form of Preliminary Official Statement (the "Preliminary Official Statement") relating to the Certificates; and WHEREAS there has beenP resented to this meeting a proposed form of Certificate Purchase Contract (the "Purchase Agreement") , by and between the City and Shearson Lehman Brothers Inc. , as underwriter (the "Underwriter") ; 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 is hereby authorized to execute, and the City SF2-16287.2 3 I 1 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 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 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 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 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 form of Escrow Agreement presented to this meeting, in substantially the form on file with the City Clerk and incorporated by reference as if fully set sF2-16287.2 4 ' � • forth herein, is hereby approved. The Mayor or City Manager of the City is hereby authorized to execute, and the City Clerk is hereby authorized to attest, seal and deliver, the Escrow Agreement in substantially said form, with such changes as shall be approved by the City Attorney and the Mayor or City Manager 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 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, "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 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, with such execution to constitute conclusive evidence of such approval and the City's approval of any changes or revisions therein from SF2-16287.2 5 I ' 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 form of Purchase 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 is hereby authorized to execute and deliver the Purchase Agreement in substantially said form with such changes therein as shall be approved by the City Attorney and the Mayor or City Manager 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 Agreement on file with the City Clerk. Section 7. The Mayor or City Manager of the City 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 municipal bond insurance policy for the benefit of the registered owners of one or more maturities of the Certificates and/or procure and maintain a guaranty, insurance policy or surety bond in place of the Debt Service Reserve Fund held under the Trust Agreement 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 SF2-16287.2 6 the issuer of such municipal bond insurance policy or guaranty, I insurance policy or surety bond. Section 8. The authorization of the execution and delivery of the Installment Sale Agreement, the Trust Agreement and the Purchase Agreement set forth in Sections 2 , 3 , 4 and 6 of this resolution is subject to the following conditions precedent: 1. The Certificates shall have a final Certificate Payment Date not later than the first interest payment date on or next succeeding June 1, 2019; 2. The Certificates shall be executed and delivered in an aggregate principal amount not to exceed $79, 000, 000; 3 . The true interest cost of the Certificates (including any bond insurance premiums) shall not exceed 6.25%; 4 . The Underwriter's discount in the Purchase Agreement shall not exceed 1. 0% of the aggregate principal amount evidenced and represented by the Certificates; 5. 1989 Certificates shall be refunded only if the present value debt service savings to be realized by the City from the refunding shall be at least $1, 500, 000; and 6. Term Certificates shall be executed and delivered as RIBS and SAVRS only if the semiannual bond equivalent yield for RIBS and SAVRS is at least . 05% less than the expected interest cost of Current Interest Certificates of such maturity. Section 9. The particular 1989 Certificates to be refunded shall be as determined to be in the best interest of the City by the officer or officers of the City executing and delivering the Installment Sale Agreement, the Trust Agreement SF2-16287.2 7 I " and the Escrow Agreement, such determination to be conclusively evidenced by the execution and delivery of the Installment Sale Agreement, the Trust Agreement and the Escrow Agreement. Section 10. 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 purchase of the Projects, to pledge Net Electric System 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 Preliminary Official Statement, the Official Statement and the Purchase Agreement. Section 11. This resolution shall take effect immediately upon its adoption. SF2-16287.2 8 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 18th day of May, 1993 , and was duly adopted at said meeting by the following vote: AYES: Anderson, Dahl, Kehoe, Moss and Arness NOES: None ABSENT: None ABSTAIN: None CARL ARNESS, Mayor City of Redding ATTEST: FORM APPROVED: r 0 CONNIE ST OHMAYER, it Clerk RAIJDALL A. A79, City Attorney SF2-16287.2 9