HomeMy WebLinkAboutReso. 1989-310 - Approving the form and authorizing the execution and delivery of an amendment 14,
RESOLUTION NO. ?-(1 - /o
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RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY
OF AN AMENDMENT NO. 1 TO THE 1985 INSTALLMENT PURCHASE
CONTRACT (SERIES A) , AN AMENDMENT NO. 1 TO THE 1985
INSTALLMENT PURCHASE CONTRACT (SERIES B) , AN AMENDMENT NO. 1
TO THE 1985 TRUST AGREEMENT, A 1989 INSTALLMENT SALE
AGREEMENT, A TRUST AGREEMENT, AN OFFICIAL STATEMENT, A
CERTIFICATE PURCHASE AGREEMENT, AND A LETTER OF INSTRUCTIONS
AND CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH
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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 has previously entered into an
Installment Purchase Contract (Series A) and an Installment
Purchase Contract (Series B) , both dated as of November 1,
1985 (together, the "Installment Purchase Contracts") , between
the City and Redding 1985 Capital Services, Inc. (the "1985
Corporation" ) , whereby the City agreed to purchase various
improvements to the electric system of the City; and
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WHEREAS, the City has previously entered into a
Trust Agreement, dated as of November 1, 1985 (the "1985 Trust
Agreement" ) , by and among the City, the 1985 Corporation, Bank
li of America National Trust and Savings Association, as Trustee
and Bankers Trust Company, as Paying Agent; and : eQ
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WHEREAS, the City desires to make certain amendments � I
to the Installment Purchase Contracts and the 1985 Trust
Agreement; and
WHEREAS, the City and (the
"Corporation" ) propose to enter into an Installment Sale
Agreement, dated as of September 1, 1989 (the "Agreement" ) ,
ii relating to the City' s 1989 electric system project (the
"Project" ) , whereby the City will purchase additional
improvements to its electric system and discharge its
obligations or otherwise provide for the payment of its
obligations under the Installment Purchase Contracts, all as
more fully set forth in the 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 (and,
to better secure such financing, to provide for the prepayment
and retirement of the City of Redding Floating Rate Weekly
Demand Certificates of Participation (1985 Electric System
li Project) , Series A and Series B (the "Prior Certificates" ) , in
accordance with the terms and conditions of the documents
providing for such financing) 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 Amendment No . 1 to Installment Purchase
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Contract (Series A) dated as of September 1, 1989 (the
"Series A Amendment No. 1" ) , by and between the City and the
1985 Corporation, which Series A Amendment No. 1 will
facilitate the prepayment of the 1985 Installment Payments (as
that term is defined in the Agreement) as set forth in such
Series A Amendment No . 1; and
WHEREAS, there has been presented to this meeting a
proposed form of Amendment No. 1 to Installment Purchase
Contract (Series B) dated as of September 1, 1989 (the I '
"Series B Amendment No . 1" ) , by and between the City and the
1985 Corporation, which Series B Amendment No . 1 will
facilitate the prepayment of the 1985 Installment Payments (as
that term is defined in the Agreement) as set forth in such
II Series B Amendment No. 1; and
WHEREAS, there has been presented to this meeting a
proposed form of Amendment No. 1 to Trust Agreement dated as
of September 1, 1989 ( "Amendment No . 1" ) , by and among the
City, the 1985 Corporation, Bank of America National Trust and
Savings Association, as trustee and Bankers Trust Company, as
paying agent, which Amendment No . 1 will facilitate the
prepayment of the Prior Certificates as set forth in such
II Amendment No . 1; and
WHEREAS, there has been presented to this meeting a
proposed form of the Agreement, by and between the City and
the Corporation, pursuant to which the Corporation will
provide the Project to the City and provide for the prepayment
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and retirement of the Prior Certificates and the City will
agree to make payments to the Corporation for the purchase of
the Project; and
WHEREAS, there has been presented to this meeting a
proposed form of Trust Agreement dated as of September 1, 1989
(the "Trust Agreement") , by and between 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 for the
purpose of securing the Certificates; and
WHEREAS, there has been presented to this meeting a
proposed form of the Official Statement, dated during
September, 1989 (the "Official Statement" ) relating to the
Certificates; and
WHEREAS, there has been presented to this meeting a
proposed form of Certificate Purchase Agreement, dated during
September, 1989 (the "Purchase Agreement" ) , by and between the
City and Shearson Lehman Hutton, Inc. , as underwriter (the
"Underwriter" ) ; and
WHEREAS, there has been presented to this meeting a
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proposed form of Letter of Instructions (the "Letter of
Instructions" ) , from the City to Bank of America National
Trust and Savings Association, as fiscal agent for the Prior
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Certificates, pursuant to which the City will provide for the
prepayment and retirement of the Prior Certificates and
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thereby enhance the security for and otherwise satisfy the
requirements of the terms and conditions of the Agreement;
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 .
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Section 2 . The proposed form of Series A Amendment
No . 1 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 the City Clerk is
hereby authorized to attest, seal and deliver, the Series A
Amendment No. 1, in substantially said form with such changes I.
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 Series A Amendment No. 1 on file with the
City Clerk.
Section 3 . The proposed form of Series B Amendment
No. 1 presented to this meeting, in substantially the form on
11 file with the City Clerk and incorporated by reference as if
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fully set forth herein, is hereby approved. The Mayor or City
Manager is hereby authorized to execute, and the City Clerk is
hereby authorized to attest, seal and deliver, the Series B
Amendment No. 1, 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 Series B Amendment No . 1 on file with the
City Clerk.
Section 4 . The proposed form of Amendment No . 1
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 the City Clerk is + I
hereby authorized to attest, seal and deliver, the Amendment
No. 1, in substantially said form with such changes therein as , 1
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 I
approval of any changes or revisions therein from the form of 'i .
the Amendment No . 1 on file with the City Clerk.
Section 5 . The proposed form of Agreement presented
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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
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hereby authorized to execute, and the City Clerk is hereby
authorized to attest, seal and deliver, the Agreement, in
substantially said form with such changes therein as shall be. � I
approved by the City Attorney and the Mayor or City Manager
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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 Agreement on file with the City Clerk.
Section 6 . The proposed form of Trust Agreement
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presented to this meeting, in substantially the form on file
with the City Clerk and incorporated by reference as if fully 'jl
set forth herein, is hereby approved. The Mayor or City
Manager of the City is hereby authorized and directed, for and
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jl 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
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therein from the form of the Trust Agreement on file with the
City Clerk. The date, maturity dates, interest rate or rates,
interest payment dates, denominations, forms, registration
privileges, manner of execution, place or places of payment,
terms of redemption and other terms of the Certificates shall
be as provided in said Trust Agreement, as finally executed.
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Section 7 . The proposed form of Official Statement
relating to the Certificates, presented to this meeting, is
hereby approved. The Mayor of the City and the Director of
the Electric Department of the City are hereby authorized for ' • I
and in the name and on behalf of the City, to execute and
deliver the Official Statement, in substantially said form,
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with such changes therein as such officers may require or
approve, such approval to be conclusively evidenced by the
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execution and delivery thereof. The Underwriter is hereby
authorized to distribute copies of the Official Statement, as
II finally executed, to persons who may be interested in the
purchase of the Certificates and is directed to deliver such
copies to all actual purchasers of the Certificates . The
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previous distribution by the Underwriter of the Preliminary �.
Official Statement, dated during September, 1989, relating to
the Certificates, is hereby ratified, confirmed and approved.
Section 8 . 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
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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 .
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execution to constitute conclusive evidence of such officers '
approval and the City' s approval of any changes or revisions
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therein from the form of the Purchase Agreement on file with
the City Clerk; provided, that the net interest rate on the
installment payments to be made by the City pursuant to the
Agreement, and represented by the Certificates, shall not
exceed seven and one-half percent (7-1/2%) per annum.
Section 9 . The proposed form of Letter of
4 Instructions 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 Letter of Instructions 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 Letter of Instructions on file
with the City Clerk.
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 Project, to prepay and retire
the Prior Certificates from the proceeds of sale of the
I Certificates and other lawfully available funds, and otherwise
to carry out, give effect to and comply with the terms and
intent of this resolution, the Certificates, the Series A
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Amendment No. 1, the Series B Amendment No. 1, the Amendment
No. 1, the Agreement, the Trust Agreement, the Official I ,
Statement, the Purchase Agreement and the Letter of
Instructions .
Section 11 . This resolution shall take effect
immediately upon its adoption.
PASSED AND ADOPTED on September 12 , 1989 , by the
following vote:
AYES: Buffum, Dahl , Fulton, Johannessen, & Carter
NOES: None
ABSENT: None
Scott Carter
Mayor of the City of Redding
[Seal]
Attest :
Ethel A. Nichols
City Clerk of
the City of Redding
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CITY CLERK' S CERTIFICATE
I , ETHEL A. NICHOLS, City Clerk of the City of
Redding, do hereby certify as follows : '
The foregoing resolution is a full, true and
correct copy of a resolution duly adopted by a vote of a
majority of the members of the City Council of the City of 1
Redding at a special meeting of said Council duly and
regularly and legally held at the City of Redding,
California, on September 12 , 1989, of which all of such
members had due notice, as follows :
AYES:
NOES:
ABSENT:
An agenda of said meeting was posted at least
72 hours before said meeting at , Redding,
California , a location freely accessible to members of
the public, and a brief description of said resolution
appeared on said agenda .
I have carefully compared the foregoing with the
original minutes of said meeting on file and of record in my
office, and the foregoing is a full, true and correct copy of
the original resolution adopted at said meeting and entered
in said minutes .
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Said resolution has not been amended, modified or
rescinded since the date of its adoption and the same is now
in full force and effect . I '
Dated: , 1989 . .
Ethel A. Nichols,
City Clerk of the
City of Redding
[Seal]
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