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HomeMy WebLinkAboutReso 2005-144 - Installment Sale Agreement ., . . . ~ RESOLUTION NO. 2005-144 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A 2005 INSTALLMENT SALE AGREEMENT, A TRUST AGREEMENT, A CERTIFICATE PURCHASE CONTRACT, A CONTINUING DISCLOSURE AGREEMENT AND AN OFFICIAL STATEMENT AND APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING THE PROCUREMENT OF A MUNICIPAL BOND INSURANCE POLICY AND CERTAIN OTHER ACTIONS IN CONNECTION WITH ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, 2005 SERIES A. 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 the Redding Capital Services Corporation (the "Corporation") propose to enter into a 2005 Installment Sale Agreement, dated as of November 1, 2005 (the "Installment Sale Agreement"), pursuant to which the City will purchase the 2005 electric system project (the "2005 Electric System Project") from the Corporation, 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 pwpose and that there are significant public benefits to be derived from securing the assistance of the Corporation in financing the 2005 Electric System Project in that the City will benefit from demonstrable savings in the cost of financing the 2005 Electric System Project; and WHEREAS, there has been presented to this meeting a proposed form of the Installment Sale Agreement, pursuant to which the Corporation will sell the 2005 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 November 1, 2005 (the ''Trust Agreement"), by and among the City, the Corporation and U.S. Bank National Association, as Trustee (the "Trustee"), providing for the execution and delivery of City of Redding Electric System Revenue Certificates of Participation, 2005 Series A (the "Certificates"), the proceeds of the sale of which will be used to finance the 2005 Electric System Project; and WHEREAS, there has been presented to this meeting a proposed form of Preliminary Official Statement (the "Preliminary Official Statement'') relating to the Certificates; and DOCSSFl :836445.3 ~ ~ \1;, \ " ~ WHEREAS, there has been presented to this meeting a proposed form of Certificate Purchase Contract (the "Purchase Contract"), by and between the City and Citigroup Global Markets Inc., as underwriter (the "Underwriter''), providing for the purchase of the Certificates; and ." . . . t WHEREAS, there has been presented to this meeting a proposed form of Continuing Disclosure Agreement (the "Continuing Disclosure Agreement''), by and between the City and U.S. Bank National Association, as Trustee and Dissemination Agent; 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 or such officer's designee is hereby authorized and directed, for and in the name and on behalf of the City, to execute 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 (or designee) 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 or such officer's designee 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 (or designee) 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 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 or such officer's designee is hereby authorized and directed, for and in the name and on behalf of the City, to approve the distribution by th.e 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 or such officer's designee is hereby further authorized and directed to cause to be prepared and to execute and deliver, for and in the name and on behalf of the City, 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 (or designee), 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 DOCSSFl :836445.3 2 .. . . . ~ 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 5. The proposed form of Purchase Contract 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 or such officer's designee is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase Contract in substantially said form with such changes therein as shall be approved by the City Attorney and the Mayor or City Manager (or designee) 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 Contract on file with the City Clerk. Section 6. The proposed form of Continuing Disclosure 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 or such officer's designee is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Agreement in substantially said form with such changes therein as shall be approved by the City Attorney and the Mayor or City Manager (or designee) executing the same, with such execution to constitute conclusive evidence of such officer's approval and the City's approval of any changes or revisions therein from the form of the Continuing Disclosure Agreement on file with the City Clerk. Section 7. The Mayor or City Manager of the City or such officer's designee is hereby authorized, upon a determination by such officer that the procurement of such policy or surety bond is in the best interests of the City, to procure and maintain a municipal bond insurance policy and/ or a debt service reserve fund surety bond for the benefit of the registered owners of one or more maturities of the Certificates 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 the issuer of such municipal bond insurance policy or debt selvice reserve fund surety bond. Section 8. The authorization of the execution and delivery of the Installment Sale Agreement, the Trust Agreement, the Purchase Contract, and the Continuing Disclosure Agreement set forth in Sections 2, 3, 5 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 June 1,2036; 2. The Certificates shall be executed and delivered in an aggregate principal amount not to exceed $37,500,000; 3. The expected true interest cost of the Certificates (including any bond insurance premium) shall not exceed 5.00% per annum; and 4. The Underwriter's discount in the Purchase Contract shall not exceed $262,500. Section 9. The officers of the City are hereby authorized and directed, joindy 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 financing of the 2005 Electric System DOCSSFl :836445.3 3 ..:' . . . :. Project, to pledge Net 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 Purchase Contract, the Preliminary Official Statement and the Official Statement. 1bis resolution shall take effect immediately upon its adoption. I HEREBY CERTI:r-y 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 October, 2005, and was duly adopted at said meeting by the following vote: AYES: NOES: ABSENT: ABSTAIN: COUNCILMEMBERS: Dickerson, Murray, Pohlmeyer, Stegall, & Mathena COUNCILMEMBERS: None COUNCILMEMBERS: None COUNCILMEMBERS: None A~T, #4 .~..,. Connie Stroh.rrfuyer '1 City ~l.erk FORM APPROVED: ~#~-;? Richard A. Duvernay ? City Attorney DOCSSFl :836445.3 4