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HomeMy WebLinkAboutReso 2003-016 - Disclosure Statement RESOLUTION NO. 03-/~ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDD1NG APPROVING THE FORM OF AN AMENDED AND RESTATED INSTALLMENT SALE AGREEMENT, AN OFFICIAL STATEMENT AND A CONTINUING DISCLOSURE AGREEMENT CONCERNING THE ACQUISITION OF CERTAIN MUNICIPAL WATER SYSTEM IMPROVEMENTS AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF', AND APPROVING THE ISSUANCE BY THE REDDING JOINT PO,WERS FINANCING AUTHORITY OF NOT TO EXCEED $17,000,000 AGGREGATE PRINCIPAL AMOUNT OF WATER REFUNDING REVENUE BONDS, 2003 SERIES A AND RELATED ACTIONS AND MATTERS. WHEREAS, Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes and empowers local agencies to form a joint powers authority, and Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes and empowers such an authority to issue bonds for the purpose of financing and refinancing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the local agency; and WHEREAS, the City of Redding (the "City") and the Housing Authority of the City Of Redding have created and established, pursuant to the laws of the State of California, the Redding Joint Powers Financing Authority (the "Authority") for the purpose of, among other tfaings, issuing bonds to finance and ref'mance public capital improvements, including but not limited to the municipal water system of the City (the "Water System") which were refinanced with the proceeds of the Prior Bonds defined below (the "Water Project';); 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 Authority in refinancing the Water Project and providing for the defeasance and retirement DOCSSF1:637854.4 of the Authority's Water Revenue Bonds, 1993 Series A and a portion of the Authority's Solid Waste and Corporation Yard Revenue Bonds, 1993 Series A (the "Prior Bonds"), in that the City and the Authority will benefit from demonstrable savings in the cost of financing the Water Project as a result of the.issuance of bonds by the Authority pursuant to the Marks~Roos Local Bond Pooling Act of 1985; and WHEREAS, in order to achieve such public purpose, the City desires to approve the Authority's issuance of not to exceed $17,000,000 aggregate principal amount of the Redding Joint Powers Financing Authority Water Refunding Revenue Bonds, 2003 Series A (the "Bonds") to refund and defease the Prior Bonds; and WHEREAS, there has been presented to this meeting a proposed form of 2003 Amended and Restated Installment Sale Agreement, dated as of February l, 2003 (the "Agreement"), by and between the City and the Authority, pursuant to which the City will amend and restate the terms of the transfer of the Water Project to the Authority, and the Authority will amend and restate the terms of the sale 0fthe Water Project to the City and provide for the refunding and defeasance of the Prior Bonds, and the City will agree to make payments to the Authority for the purchase of the Water Project, as the terms of such payments are amended and restated in the Agreement; WHEREAS, there has been presented to this meeting a proposed form of preliminary official statement relating to the Bonds (a "Preliminary Official Statement") and a proposed form of Continuing Disclosure Agreement, dated as of February l, 2003 (the "Continuing Disclosure Agreement"), by and between the City and U.S. Bank, N.A., as trustee and dissemination agent, whereby the City will provide certain information concerning the Water DOCSSF 1:637854.4 -2- System of the City to the holders of the Bonds in accordance with Rule 15c-2-12 of the United States Securities and Exchange Commission ("SEC Rule 15c2-12"); NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redding as follows: Section 1. are true and con'ect. Section 2. The City hereby approves the issuance of the Bonds by the Authority in an aggregate principal amount not to exceed $17,000,000, subject to the requirements set forth in Section 5 of this Resolution. Section 3. The Agreement, 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 or an Assistant City Manager or a Deputy City Manager is 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 approved by the City Attorney and the Mayor or City Manager or Assistant City Manager or Deputy 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 Agreement on file with the City Clerk. Section 4. The Preliminary Official Statement relating to the Bonds, in substantially the form on file with the City Clerk and incorporated by reference as if fully set forth herein, is hereby approved, and A.G. Edwards & Sons Inc., as underwriter of the Bonds (the "Underwriter") is hereby authorized and directed to distribute the Preliminary Officia/I Statement in connection with the offering and sale of the Bonds in substantially said form with The City hereby finds and determines that the foregoing preambles DOCSSFI:637854.4 -3- such changes therein as the Mayor or City Manager or an Assistant City Manager or a Deputy City Manager may require or approve. The Mayor or City Manager or an Assistant City Manager or a Deputy City Manager is hereby authorized to certify that such Preliminary Official Statement is "deemed final" by the City for purposes of SEC Rule 15c2-12. The Mayor or City Manager or an Assistant City Manager or a Deputy City Manager is hereby authorized and directed for and in the name and on behalf of the City, to execute and deliver an Official Statement (the "Official Statement"), in substantially the form of the Preliminary Official. Statement, with such changes therein as such Authorized City Representative may require or approve, such approval to be conclusively evidenced by the execution and delivery'thereof. The Underwriter is hereby authorized and directed to distribute copies of the Official Statement, as finally executed, to all actual purchasers of the Bonds. Section 5. The Continuing Disclosure Agreement, in substantially the form on frle with the City Clerk and incorporated by reference as if fully set forth herein is hereby approved. The Mayor or City Manager or a Deputy City Manager or an Assistant City Manager is hereby authorized to execute, and the City Clerk is hereby authorized to attest, seal, 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 Deputy City Manager or Assistant City Manager executing the same, with such execution to constitute conclusive evidence of such officers' approval and the City's approval of and changes or revisions therein from the form of the Continuing Disclosure Agreement on file with the City Clerk. Section 6. The approval of the Bonds and the authorization of the execution and delivery of the Agreement is subject to the following conditions precedent: DOCSSF 1:637854.4 -4- the Bonds shall be issued in an aggregate principal mount not to exceed $17,000,000; and 2. the tree interest cost for the Bonds, as determined by the Finance Officer of the City, shall not exceed four and one-half percent (4.5%). Section 7. The officers, employees and agents 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, certificates and other instruments which they may deem necessary or advisable in order to consummate the transaction contemplated in this resolution, all as authorized herein and described in the Official Statement relating to the Bonds, and otherwise to carry out, give effect to and comply with the terms and intent of this resolution and the documents herein approved and authorized to be executed. DOC$$F1:63 ?854,4 -5- 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 ongebruary 4 2003, and was duly adopted at said meeting by the following vote: AYES: Kight¢ Mathena, Pohlmeyer, Stegall and Cibula NOES: None ABSENT: None ABSTAIN: None ATTEST: City Clerk~ &n~i,e Str~maYer / FORM APPROVAL: City Attomey, Brad L. Fuller DOCSSF 1:637854.4 -6- CERTIFICATE OF THE CITY CLERK I, cONNIE STROHMAYER, City Clerk of the City of Redding (the "City"), hereby certify that the foregoing Resolution No. 03-16 is a full, tree 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 ~.ebru.ary~2003, of which meeting all of the members of said Ci[ty Council had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is 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 force and eff'ect An agenda of said meeting was posted at least 72 hours before the meeting at 777 Cypress 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: ,~-5'- ,2003. City Clerk oftli9 Ct~ °f'Redding DOCSSF 1:637854.4