HomeMy WebLinkAboutReso. 1985 - 254 - Redding authorizing the execution and delivery of installment purchase contracts a trust agreement.i .
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CITY OF REDDING
RESOLUTION NO. 85-254
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
REDDING AUTHORIZING THE EXECUTION AND DELIVERY OF
INSTALLMENT PURCHASE CONTRACTS, A TRUST AGREEMENT, A
STANDBY CERTIFICATE PURCHASE AGREEMENT, A .
CERTIFICATE PURCHASE AGREEMENT, A REMARKETING
AGREEMENT, A VARIABLE RATE INDEXING AGENT AGREEMENT,
A FIXED RATE INDEXING AGENT AGREEMENT AND AN
OFFICIAL STATEMENT AND CERTAIN OTHER ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the City of Redding, a general law city
and municipal corporation duly organized and existing under
and pursuant to the laws of the State of California (the
"City"), is authorized under provisions of the 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 adopted Ordinance
No. 1743 of the City of Redding (the "Ordinance"), approving
and authorizing execution and delivery of an Installment
Purchase Contract, a Trust Agreement, a Certificate Purchase
Agreement, a Remarketing Agreement, a Standby Certificate
Purchase Agreement, a Variable Rate Indexing Agent Agreement,
a Fixed Rate indexing Agent Agreement and an Official
Statement and certain actions in connection with the City of
Redding 1935 Electric System Project (as defined therein); and
WHEREAS, the City has obtained a judgment approving
the agreements to be executed and delivered by the City
pursuant to the Ordinance in connection with such installment
purchase financing has been entered in the validation action
referred to in Section 13 of the Ordinance; and
WHEREAS, the Ordinance requires as a condition to
consummation of the installment purchase financing that the
City Council of the City by resolution approve acceptable
final terms and conditions for the Installment Purchase
Contract and all other documents to be executed by the City
in connection with such installment purchase financing; and
WHEREAS, all acts, conditions and things required
by the laws of the State of California to exist, to have
happened and to have been performed precedent to and in
connection with the consummation of the financing authorized
hereby do exist, have happened and have been performed in
regular and due time, form and manner as required by law, and
the City is now duly authorized and empowered, pursuant to
each and every requirement of law, to consummate such
financing for the purpose, in the manner and upon the terms
herein provided;
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 form of Installment Purchase
Contract (Series A), dated as of November 1, 1985, between
the City and Redding 1985 Capital Services, Inc. (the
"Corporation"), presented to this meeting and on file with
the City Clerk of the City, is hereby approved. The Mayor of
the City is hereby authorized and directed, for and in the
name and on behalf of the City, to execute, acknowledge and
deliver to the Corporation said Installment Purchase Contract
(Series A) in substantially said form, with such changes
therein as such officer may require or approve, such approval
to be conclusively evidenced by the execution and delivery
thereof.
Section 3. The form of Installment Purchase
Contract (Series B), dated as of November 1, 1985, between
the City and the Corporation, presented to this meeting and
on file with the City Clerk of the City, is hereby approved.
The Mayor of the City is hereby authorized and directed, for
and in the name and on behalf of the City, to execute,
acknowledge and deliver to the Corporation said Installment
Purchase Contract (Series B) in substantially said form, with
such changes therein.as such officer may require or approve,
such approval to be conclusively evidenced by the execution
and delivery thereof.
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Section 4. The form of Trust Agreement, dated as
of November 1, 1985, among the City, the Corporation, Bank of
America National Trust and Savings Association, as trustee
(the "Trustee"), and Bankers Trust Company, as paying agent
(the "Paying Agent"), presented to this meeting and on file
with the City Clerk of the City, is hereby approved. The
Mayor of the City is hereby authorized and directed, for and
in the name and on behalf of the City, to execute and deliver
to the Corporation, the Trustee and the Paying Agent said
Trust Agreement in substantially said form, with such changes
therein as such officer may require or approve, such approval
to be conclusively evidenced by the execution and delivery
thereof.
Section 5. The form of Standby Certificate
Purchase Agreement, dated as of November 1, 1985, among the
City, the Trustee and Redding 1985 Liquidity, Inc. (the
"Standby Purchaser"), presented to this meeting and on file
with the City Clerk of the City, is hereby approved. The
Mayor of the City is hereby authorized and directed, for and
in the name and on behalf of the City, to execute,
acknowledge and deliver to the Trustee and the Standby
Purchaser said Standby Purchase Certificate Agreement in
substantially said form, with such changes therein as such
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officer may requii-, or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 6. The form of Certificate Purchase
Agreement among the City, the Trustee and E. F. Hutton &
Company Inc. (the "Underwriter"), presented to this meeting
and on file with the City Clerk of the City, is hereby
approved. The Mayor of the City is hereby authorized and
directed, for and in the name and on behalf of the City, to
execute and deliver to the Trustee and to the Underwriter
said Certificate Purchase Agreement in substantially said
form, with such changes therein as such officer may require
or approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 7. the form of Remarketing iigreement,
dated as of November 1, 1985, between the City and E. F.
Hutton & Company Inc. (the "Remarketing Agent"), presented to
this meeting and on file with the City Clerk of the City, is
hereby approved. The Mayor of the City is hereby authorized
and directed, for and in the name and on behalf of the City,
to execute, acknowledge and deliver to the Remarketing Agent
said Remarketing Agreement in substantially said form, with
such changes therein as such officer may require or approve,
such approval to be conclusively evidenced by the execution
and delivery thereof.
Section 8. The form of Variable Rate Indexing
Agent Agreement between the City and E.F. Hutton & Company
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Inc. (the "Variable Rate Indexing Agent"), presented to this
meeting and on file with the City Clerk of the City, is
hereby approved. The Mayor of the City is hereby authorized
and directed, for and in the name and on behalf of the City,
to execute, acknowledge and deliver to the Variable Rate
Indexing Agent said Variable Rate Indexing Agent Agreement in
substantially said form, with such changes therein as such
officer may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 9. The form of Fixed Rate Indexing Agent
Agreement between the City and Kenny Information Systems (the
"Fixed Rate Indexing Agent"), presented to this meeting and
on file with the City Clerk of the City, is hereby approved.
Tne Mayor oi'the City is hereby authorized and directed, for
and in the name and on behalf of the City, to execute,
acknowledge and deliver to the Fixed Rate Indexing Agent said
Fixed Rate Indexing Agent Agreement in substantially said
form, with such changes therein as such officer may require
or approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 10. The form of Official Statement
relating to certificates of participation (the
"Certificates") in the installment payments to be made by the
City pursuant to the Installment Purchase Contracts,
presented to this meeting and on file with the City Clerk of
the City, is hereby approved. The Mayor of the City and the
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Director, Electric Department of the City, are hereby
authorized and directed, for and in the name and on behalf of
the City, to execute and deliver to the Underwriter said
Official Statement in substantially said form, with such
changes as such officers may require or approve, such
approval to be conclusively evidenced by the execution and
delivery thereof. The Underwriter are hereby authorized to
distribute copies of said Official Statement to persons who
may be interested in the purchase of the Certificates and are
directed to deliver such copies to all actual purchasers of
the Certificates. Distribution heretofore by the Underwriter
of the Preliminary Official Statement, dated November 20,
1985, relating to the Certificates, is hereby ratified,
confirmed and approved.
Section 11. The City Clerk of the City is hereby
authorized and directed to attest the signature of the Mayor
of the City and/or the Director, Electric Department of the
City, and to affix and attest the seal of the City, as may be
required or appropriate in connection with the execution and
delivery of said Installment Purchase Contracts, Trust
Agreement, Standby Certificate Purchase Agreement,
Certificate Purchase Agreement, Remarketing Agreement,
Variable Rate Indexing Agent Agreement, Fixed Rate Indexing
Agent Agreement, Official Statement or any document
authorized pursuant to Section 12 of this resolution.
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Section 12.
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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 1985 Electric System Project,
to provide for the discharge of, or otherwise for the payment
and prepayment of, amounts payable by the City under or in
connection with the Installment Payment Contract, dated as of
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.-October 1, 1984, between the City and Security Pacific
iNational Bank (including but not limited to an escrow
agreement arid an investment agreement, repurchase agreement
or similar instrument), and to consummate the sale, execution
and delivery of the Certificates by the Trustee and otherwise
.LO carz-y oui:, give effect to and comply with the terms and
,intent of this resolution, the Certificates, said Installment
Purchase Contracts, Trust Agreement, Standby Certificate
Purchase Agreement, Certificate Purchase Agreement,
Remarketing Agreement, Variable Rate Indexing Agent
Agreement, Fixed Rate Indexing Agent Agreement and Official
Statement. Such actions heretofore taken by such officers
are hereby ratified, confirmed and approved. The officers of
the City are hereby authorized for and in the name and on
behalf of the City to obtain bond insurance or a surety bond
or a guaranty bond or agreement insuring or guaranteeing
,payment of principal and interest evidenced and represented
by the Certificates, on such terms as such officers may
approve.
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Section 13. This resolution shall take effect
immediately upon its passage.
PASSED AND ADOPTED this 25th day of November, 1985,
by the following vote:
AYES: Council Members - Demsher, Fulton, Gard
and Kirkpatrick
NOES: Council Members - None
ABSENT: Council Members - Pugh
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Mayor of the CAty of Redding
Howard D. Kirkpatrick
(SEAL)
Attest:
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City Clerk of the City of Redding
Ethel A. Nichols
Form Approved:
Cit Attorney
Ran Hays
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