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HomeMy WebLinkAboutReso 92-118 - Approve form & authorize the execution & delivery of a 1992 installment sale agreement, a trust agreement, a cert purchase agreement & official stmt, & approve dist of in connection with Electric System Rev Certs of Participation, Ser 1992A RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A 1992 INSTALLMENT SALE AGREEMENT, A TRUST AGREEMENT, A CERTIFICATE PURCHASE AGREEMENT AND AN OFFICIAL STATEMENT AND APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STAB' AND CERTAIN OTHER ACTIONS IN CONNECTION WITH ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, SERIES 1992A. WHEREAS, the City of Redding, a general law city and municipal corporation duly organized and existing under and pursuant to the i 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 I i 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 1992 Installment Sale Agreement, dated as of March 1, 1992 (the "Installment Sale Agreement" ) , relating to the City' s 1992 electric system project (the "Project" ) , whereby the City will purchase improvements to its electric system, 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 financing the Project in that the City will benefit from demonstrable savings in the cost of financing the Project; and WHEREAS, there has been presented to this meeting a proposed form of the Installment Sale Agreement, by and between the City and the Corporation, pursuant to which the Corporation will sell the Project to the City and the City will agree to make payments to the i i Corporation for the purchase of the Project; and WHEREAS, there has been presented to this meeting a proposed x form of Trust Agreement, dated as of March 1, 1992 (the "Trust N r c.G Agreement" ) , by and among the City, the Corporation and Security Pacific National Bank, as trustee (the "Trustee" ) , a banking institution legally authorized to accept the trust described in the Trust Agreement, providing for the issuance of City of Redding Electric System Revenue Certificates of Participation, Series 1992A (the "Certificates" ) , the proceeds of the sale of which will be used to finance the Project; and WHEREAS, there has been presented to this meeting a Preliminary Official . Statement (the "Preliminary Official Statement" ) relating to the Certificates, the distribution of which was heretofore approved by a resolution of this City Council adopted on March 3 , 1992; and WHEREAS, there has been presented 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 Clerk is hereby authorized to attest, seal and deliver, the Installment Sale Agreement in substantially said form, with such changes therein as 'i 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 II Installment Sale Agreement on file with the City Clerk. 2 i 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 i hereby authorized and directed, for and in the name and on behalf of the City, to . execute and deliver the Trust Agreement in ,j 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, i 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 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, and the distribution of said Preliminary Official Statement by the Underwriter are hereby ratified and approved. The Mayor or City Manager of the City is hereby authorized for and in the name and on behalf of the City, to cause to be prepared and to execute and deliver to the Underwriter an Official Statement relating to ,i 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 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. I 3 1 ' Section 5. 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 6. 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 and 5 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 July 1, 2022; 2. The Certificates shall be executed and delivered in an aggregate principal amount not to exceed $77 ,000,000; 3 . The true interest cost of the Certificates ( including any bond insurance premiums) shall not exceed 6. 85%; 4. The Underwriter' s discount in the Purchase Agreement shall not exceed 1. 1% of the aggregate principal amount evidenced and represented by the Certificates; and I 5 . 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 7. 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 I Project, to pledge Net Electric System Revenues to secure the Certificates and the City of Redding Electric System Revenue 4 Certificates of Participation, Series 1989A 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. 'i Section 8. This resolution shall take effect immediately upon its adoption. 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 17th day of March, 1992, and was duly adopted at said meeting by the following vote: AYES: BOARD MEMERS: Arness, Carter, Fulton, Moss & Dahl NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None ABSTAIN: BOARD MEMBERS: None 7/ MIRE DAHL, Mayor City of Redding A ST: FORM APPROVED: CONNIE STROHMAYER, C' y Clerk ' ALL A. HAY , C' y Attorney i I i �I i 5 CERTIFICATE OF THE CITY CLERK I , CONNIE STROHMAYER, City Clerk of the City of Redding (the "City" ) , hereby certify that the foregoing Resolution No. 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 March 17, 1992, of which meeting all of the members of said City Council had due notice. I further certify that I have carefully compared the y 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 in 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 f orce and effect.. An agenda of said meeting was posted at least 72 hours before the meeting at 760 Parkview Avenue, Redding, California 96001-3396, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. Dated: March 1992 . CONNIE STROHMAYER City Clerk of the City of Redding II it i a d 6