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HomeMy WebLinkAboutReso 2008-027 - Electric System Revenue Certificates . . RESOLUTION NO. 2008 - 27 RESOLUTION OF 1HE on COUNOL OF 1HE on OF REDDING APPROVING TIlE FORM AND AUTHORIZING TIlE EXEaJTION AND DEllVERY OF A 2008 INSTALLMENT SALE AGREEMENT, A TRUST AGREEMENT, A CERTIFICATE PURGIASE CONTRACT, A CONTINUING DISCLOSURE AGREEMENT, AN OFFIOAL STATEMENT AND AN ESCROW AGREEMENT AND APPROVING TIlE DISTRIBUTION OF A PREUMlNARY OFFIOAL STATEMENT, AUTHORIZING TIlE PROCUREMENT OF A MUNlOPAL BOND INSURANCE POllCY AND CERTAIN 01HER ACTIONS IN CONNECTION WIlli ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTIOPATION, 2008 SERIES A WHEREAS, the Gty 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 "Gty"), is authorized under provisions of the Constitution and laws of the State of California to operate an electric system and acquire such property therefore as the Gty may determine is necessary or proper, and WHEREAS, pursuant to the 2002 Installment Sale Agreement, dated as of April 1, 2002, by and between the Gty and the Corporation, the Gty heretofore determined to make installment sale payments to the Corporation for the purchase of the 2002 Electric System Project, the 1993 Electric System Project and the 1985 Electric System Project (all terms as defined in the 2002 Installment Sale Agreement and collectively the "Prior Electric System Projects"); and WHEREAS, the Gty has determined that it is in the best interests of the Gty and its residents to refund a portion of the Gty's obligation to make installment sale payments under the 2002 Installment Sale Agreement (the "2002 Installment Sale Payments") and the Corporation is willing to assist the Gty in effecting such refunding; and WHEREAS, the Gty and the Redding Capital Services Corporation (the "Corporation") propose to enter into a 2008 Installment Sale Agreement, dated as of April 1, 2008 (the "2008 Installment Sale Agreement"), pursuant to which the Gty will sell the Prior Electric System Projects to the Corporation and the Gty will purchase the 2008 electric system project (the ~ S 1 ~ .J . . "2008 Electric System Project") and the Prior Electric System Projects from the COlporation, all as more fully set forth in the 2008 Installment Sale 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 2008 Electric System Project and the refinancing of the Prior Electric System Projects; and WHEREAS, there has been presented to this meeting a proposed form of the 2008 Installment Sale Agreement, pursuant to which City will sell the Prior Electric System Projects to the Corporation, the Corporation will sell the 2008 Electric System Project and the Prior Electric System Projects 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 April 1, 2008 (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 delivety of City of Redding Electric System Revenue Certificates of Participation, 2008 Series A (the "Certificates"), the proceeds of the sale of which will be used to finance the 2008 Electric System Project and to refinance the Prior Electric System Projects; 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 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 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; and 2 . . WHEREAS, there has been presented to this meeting a proposed form of Escrow Agreement (the "Escrow Agreement"), by and between the Gty and u.s. Bank National Association, as Escrow Agent; NOW, 1HEREFORE, BE IT RESOLVED by the Gty Council of the Gty of Redding as follows: Section 1. The Gty hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the Gty and that the statements, findings and determinations of the Gty set forth in the preambles of the documents approved herein are true and correct. Section 2. The proposed form of 2008 Installment Sale Agreement presented to this meeting, in substantia1ly the form on file with the Gty Oerk and incorporated by reference as if fully set forth herein, is hereby approved. The Mayor or Gty Manager of the City, or such officer's designee (each an "Authorized Officer"), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the 2008 Installment Sale Agreement in substantially said form, with such changes therein as shall be approved by the City Anomey and the Authorized Officer 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 2008 Installment Sale Agreement on file with the City Oerk. Section 3. The proposed form of Trust Agreement presented to this meeting, in substantia1ly the form on file with the City Oerk and incorporated by reference as if fully set forth herein, is hereby approved. Each Authorized Officer 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 Anomey and the Authorized Officer 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 Oerk. 'Jhe dates, certificate payment dates, interest rate or rates, interest payment dates, denominations, forms, registration privileges, manner of execution, place or 3 . . places of payment, tenns of prepayments and other tenns 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 Oem and incorporated by reference as if fully set forth herein, is hereby approved. Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, to approve the distribution by the Undetwriter 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 Olrnmission. Each Authorized Officer 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 Undetwriter 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 an Authorized Officer, 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 distnbution of said Official 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 Olrnmission. Section 5. The proposed form of Purchase Olntract presented to this meeting, in substantially the form on file with the City Oem and incorporated by reference as if fully set forth herein, is hereby approved Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase Olntract in substantially said form with such changes therein as shall be approved by the City Attorney and the Authorized Officer 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 Olntract on file with the City Oerk. Section 6. The proposed form of Olntinuing Disclosure Agreement presented to this meeting, in substantially the form on file with the City Oerk and incorporated by reference as 4 . . if fully set forth herein, is hereby approved. Each Authorized Officer 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 Authorized Officer 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 Oerk. Section 7. The proposed form of Escrow Agreement presented to this meeting, in substantially the form on file with the City Oerk and incorporated by reference as if fully set forth herein, is hereby approved Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Escrow Agreement in substantially said form with such changes therein as shall be approved by the City Attorney and the Authorized Officer 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 Escrow Agreement on file with the City Oerk. Section 8. Each Authorized Officer 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 Cettificates 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 service reserve fund surety bond. Section 9. The particular 2002 Sale Installment Payments to be refunded shall be as determined to be in the best interest of the City by the Authorized Officers executing and delivering the 2008 Installment Sale Agreement and the Trust Agreement, such determination to be conclusively evidenced by the execution delivery of the 2008 Installment Sale Agreement and the Trust Agreement. 5 J . . Section 10. The authorization of the execution and delivery of the 2008 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 Cenificates shall have a final Cenificate Payment Date not later than June 1, 2030, unless an alternative date is determined by the Authorized Officers to be in the best interest of the City; 2. The Cenificates shall be executed and delivered in an aggregate principal amount not to exceed $185,000,000; 3. The expected true interest cost of the Cenificates (including any bond insurance premium) shall not exceed 6% per annum; and 4. The Underwriter's discount in the Purchase Contract shall not exceed 0.6% of the aggregate principal amount of the Cenificates. Section 11. 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 financing of the 2008 Electric System Project and the refinancing of the Prior Electric System Projects, including the termination of outstanding Payment Agreements (as defined in the 2002 Installrnent Sale Agreement) and the . making of any payment required to be made by the City in connection therewith, to pledge Net Revenues (as defined in the 2008 Installment Sale Agreement) to secure the Cenificates and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Cenificates, the 2008 Installment Sale Agreement, the Trust Agreement, the Purchase Contract, the Preliminary Official Statement, the Official Statement and the Escrow Agreement. This resolution shall take effect immediately upon its adoption. 6 . . . I HEREBY CERTIFY that the foregoing resolution was introduced and readat a regular meeting of the Gty Council of the Gty of Redding on the 18th day of March, 2008, and was duly adopted at said meeting by the following vote: AYES: COUNaLMEMBERS: NOES: COUNm MEMBERS: ABSENT: COUNaL MEMBERS: ABSTAIN: COUNaL MEMBERS: -"!J. , ATTEST: .}" I .' , ;l-" ",' " / 1 '>:'., }jI;"," ~~i~ ......, ,"'\. -", ,.,: '''',..,'''' t.: ". .~ ,- ...~ , ~t"'"'2 ~\ Dickerson, Jones, Murray, and Stegall None Bosetti None ~~~ FORM APPROVED: ~74"/9~ RIGIARD A DUVE , Gty Attorney 7