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HomeMy WebLinkAboutReso. 1989-310 - Approving the form and authorizing the execution and delivery of an amendment 14, RESOLUTION NO. ?-(1 - /o '3/® 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 ' I 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 � I 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 N0 IG I ' 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 2 0612H �; I r • • 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 3 0612H • • 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 I 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 I Certificates, pursuant to which the City will provide for the prepayment and retirement of the Prior Certificates and li 4 0612H II li II • • 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 . II 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 5 0612H • • 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 1 ' I 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 I ' 6 0612H .I i 410 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 '.I 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 I f � 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 II I 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 I ' 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. 7 0612H II • • 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, j{ I with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the I 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 it 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 li 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 . ii execution to constitute conclusive evidence of such officers ' approval and the City' s approval of any changes or revisions 8 0612H 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 II 9 0612H �I! II • • 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 II i I � I I � 10 0612H I i I. I f ' 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 . ii 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] I �1 I 1 I1 11 0612H