HomeMy WebLinkAbout7217_CCv0001.pdf RESOLUTION NO. 7217
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS
APPROVING A WASTEWATER INSTALLMENT SALE AGREEMENT, AN
ESCROW AGREEMENT AND A BOND PURCHASE AGREEMENT,
AUTHORIZING CHANGES THERETO AND EXECUTION THEREOF;
APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT AND
CONTINUING DISCLOSURE CERTIFICATE; AND AUTHORIZING
RELATED ACTIONS AND EXECUTION OF RELATED DOCUMENTS IN
CONNECTION THEREWITH
WHEREAS, the City of Redlands (the "City') has requested assistance from the
Redlands Financing Authority (the "Authority") in the refinancing of certain additions,
betterments, extensions and improvements to the City's wastewater system (the"Prior Project");
and
WHEREAS,the Prior Project was refinanced by the Authority for the City with proceeds
of the Authority's Wastewater Revenue Refunding Bonds, Series 1999A issued in the aggregate
principal amount of$17,770,000(the"Prior Bonds"); and
WHEREAS, the Authority intends to issue its Wastewater Revenue Refimding Bonds,
Series 2012A (the "Series 2012A Bonds") pursuant to a Trust Agreement (the "Trust
Agreement'),by and between the Authority and U.S. Bank National Association(the"Trustee"),
to provide funds for the refunding of the Prior Bonds and the refinancing of the Prior Project, and
to pay costs of issuance; and
WHEREAS, the City finds and determines that the Authority's issuance and sale of the
Series 2012A Bonds will result in significant public benefits, including demonstrable savings in
effective interest rate, bond preparation, bond underwriting discount, original issue discount or
bond issuance costs and more efficient delivery of local agency services to residential and
commercial development; and
WHEREAS, in furtherance of implementing the proposed financing,there has been filed
with the City Clerk for consideration and approval by this City Council the following documents
(collectively,the"Financing Documents"):
(a) a 2012 Wastewater Installment Sale Aggpment under the terms of which the
City will refinance the or Project;
(b) an Escrow Doosit and Trust Ag Lqgmen under the terms of which a portion of
the proceeds of the Series 2012A Bonds will be deposited to defease and redeem the Prior
Bonds;
(c) a Bond Purchase Ament, under the to of which, among other things, the
Authority agrees to sell and the underwriter agrees to purchase the Series 2012A Bonds;
(d) a RpLlimin Official SjgMent describing the Series 2012A Bonds and the
M
refinancing of the Prior Project;and
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(e) a Continuing Disclosure Certificate, for the purpose of making undertakings to
provide certain annual financial information and notice of material events as required by
Securities Exchange Commission Rule 15c2-12;
WHEREAS, being fully advised in the matter of the proposed refunding of the Prior
Bonds and refinancing of the Prior Project, this City Council wishes to approve the form and
substance of the Financing Documents and to authorize execution thereof on behalf of the City;
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Redlands,
as follows:
Section 1. Recitals. The foregoing recitals are true and correct,and this City Council
so finds and determines.
Section 2. Installment Sale Agreement. The form and substance of the 2012
Wastewater Installment Sale Agreement is hereby approved. The Mayor, the City Manager or
the Finance Director(each an"Authorized Officer")are each hereby authorized,acting singly, to
execute the 2012 Wastewater Installment Sale Agreement, and to approve modifications and
changes to the 2012 Wastewater Installment Sale Agreement not inconsistent with its essential
terms, such approval to be conclusively established by execution thereof.
Section 3. Bond Purchase Agreement. The form and substance of the Bond Purchase
Agreement, which shall be entered into with the Authority and Citigroup Global Markets Inc., as
underwriter, is hereby approved. Each Authorized Officer is, acting singly, authorized and
directed, for and in the name and on behalf of the City,to execute and deliver the Bond 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 4. Escrow Deposit and Trust Agreement. The form and substance of the
Escrow Deposit and Trust Agreement, is hereby approved. Each Authorized Officer is, acting
singly, authorized and directed, for and in the name and on behalf of the City, to execute and
deliver the Escrow Deposit and Trust Agreement in substantially said form, with such changes
therein as such officer may require or approve, such approval to be inclusively evidenced by the
execution and delivery thereof.
Section 5. Official Statement. The form and substance of the Preliminary Official
Statement is hereby approved. Each Authorized Officer is, acting singly, authorized to approve
corrections and additions to the Preliminary Official Statement by supplement or amendment
thereto, by appropriate insertions, or otherwise as appropriate, provided that such corrections or
additions shall be regarded by such officer as necessary to cause the information contained
therein to conform to facts material to the Series 2012A Bonds or to the proceedings of this City
Council or that such corrections or additions are in form rather than in substance. Further, each
Authorized Officer is, acting singly, authorized to find and determine that said Preliminary
Official Statement in preliminary form is, and as of its date shall be deemed "final" for purpose
of Rule 15c(2)-12 of the Securities and Exchange Commission, and is authorized to execute a
certificate to such effect in the customary form. Each Authorized Officer is, acting singly,
authorized to execute the final Official Statement to be derived therefrom.
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Section 6. Continuing Disclosure Certificate. The form and substance of the
Continuing Disclosure Certificate is hereby approved. Each Authorized Officer,acting singly, is
hereby authorized to execute the Continuing Disclosure Certificate, and to approve modifications
and changes to the Continuing Disclosure Agreement not inconsistent with its essential terms,
such approval to be conclusively established by execution thereof.
Section 7. Other Acts. The officers and employees 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
agreements, documents and certificates which they may deem necessary or advisable in order to
consummate the refunding of the Prior Bonds and the refinancing of the Prior Project, and
otherwise to carry out, give effect to and comply with the terms and intent of this resolution,
including the amendment of any document relating to the Prior Project necessary or desirable to
further the purposes of this resolution and the documents mentioned herein. Such actions
heretofore taken by such officers are hereby ratified,confirmed and approved.
Section 8. Effective Date. This resolution shall take effect immediately upon its
passage.
PASSED AND ADOPTED this 18'day of September,2012.
Pete Aguilar;Mayor of the City of Redlands
(SEAL)
ATTEST:
Sam Irwin,hityberk of the City of Redlands
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CLERK'S CERTIFICATE
1, Sam Irwin,City Clerk of the City of Redlands,do hereby certify as follows:
The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the City Council of said City duly and regularly held at the regular meeting
place thereof on September 18, 2012, of which meeting all of the members of said City Council
had due notice and at which a majority thereof were present; and that at said meeting said
resolution was adopted by the following vote:
AYES: Councilmembers Harrison,Bean, Gardrler; Mayor Aguilar
NOES: 'None
ABSENT: Councilmember Foster
ABSTAIN: None
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.
Said resolution has not been amended, mo(lified or rescinded since the date of its
adoption and the same is now in full force and effect.
Dated: September 18,2012.
Sam Irwin,City Clerk ofi�-�—City` Redlands
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