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HomeMy WebLinkAbout4808_CCv0001.pdf RESOLUTION NO. 4808 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AWARDING THE SALE OF ITS CERTIFICA'T'ES OF PARTICIPATION (1991 SOLID WASTE CAPITAL IMPROVEMENTS PROJECT) , AUTHORIZING EXECUTION AND DELIVERY BY THE CITY OF AN INSTALLMENT SALE AGREEMENT, A TRUST AGREEMENT AND PURCHASE CONTRACT, APPROVING AND AUTHORIZING DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT WITH RESPECT TO THE ISSU- ANCE AND SALE OF CERTIFICATES OF PARTICIPATION (1991 SOLID WASTE CAPITAL IMPROVEMENTS PROJECT) , APPOINTING A TRUSTEE, AUTHORIZING THE ISSUANCE OF SUCH CERTIFICATES AND MAKING OTHER FINDINGS RELATING THERETO WHEREAS, the City Council (the "City Council" ) of the City of Redlands (the "City" ) has previously expressed its intent to issue certificates of participation in an aggregate principal amount not to exceed $8, 000, 000 (the "Certificates") and to authorize the necessary legal documents relating to such Certificates in order to finance the acquisition, construction, installation and equipping of the City' s solid waste capital improvements project (the "Project" ) ; and WHEREAS, in order to accomplish the financing of the acquisition, construction and installation of said Project and the issuance and sale of the Certificates, it is necessary that the City enter into the Installment Sale Agreement, the Trust Agreement and the Purchase Contract, hereinafter more particularly described, and that certain other action be taken and authorized; and WHEREAS, this City Council desires to authorize the sale of the Certificates upon the terms and conditions hereinafter set forth; and WHEREAS, there has also been presented to this City Council a Preliminary Official Statement relating to the Certificates and this City Council hereby determines that the discussion and information contained therein is correct, and that said Preliminary Official Statement should be approved and that the preparation and delivery of a Final Official Statement should also be approved and authorized; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS : -1- KAB73581 Section 1 . A -royal of Issuance of Certificates of Particir)ation. The issuance of the City' s 1991 Certificates of Participation ion (Solid Waste Capital Improvements Project) is hereby approved. The City Manager, based on such advice of staff as he may deem necessary, is hereby authorized and directed to act on behalf of the City to establish and determine (i) the final principal amount of the Certificates in an amount not to exceed $8, 000 , 000; (ii) the final interest rates on various maturities of the Certificates, provided that the rates shall not exceed 12°x; (iii) the underwriter' s discount for the purchase of the Certificates , which amount shall not exceed 1 . 5%-; and (iv) an original issue discount which shall not exceed 1 . 0W of the principal amount of the Certificates . Section 2 . Ingtallment Sale Are men . The form of agreement entitled "Installment Sale Agreement" presented to this meeting and to be entered into by and between the City and the Redlands Public Improvement Corporation (the "Corporation" ) and dated as of October 1, 1991, which provides generally for (i) the appointing of the City by the Corporation as its agent to carry out the acquisition, construction and installation of the Project, (ii) the financing of the acquisition, construction and installation of the Project by the City with the proceeds of the Certificates, (iii) the purchase by the City from the Corporation of the Project, and (iv) the payment by the City to the Corporation of Installment Payments in amounts which will be sufficient to pay the principal and interest owing on the Certificates are hereby approved, and the Mayor or his designee is hereby authorized and directed for and in the name and on behalf of the City to execute and the City is hereby authorized to acknowledge and deliver said agreements in the name and on behalf of the City to execute and the City Clerk is hereby authorized to acknowledge and deliver said agreements in substantially the forms hereby approved, with such insubstantial changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 3 . Trust Agreement. The form of agreement entitled "Trust Agreement" presented to this meeting, to be entered into by and among the City, the Agency and Security Pacific National Trust and Savings Association, as trustee (the "Trustee" ) , dated as of October 1, 1991, which provides generally for (i) the execution and delivery by the Trustee of the Certificates, (ii) the establishment and maintenance by the Trustee of certain funds for the benefit of the City and the owners of the Certificates, and (iii) the performance of other duties by the Trustee, is hereby approved and the Mayor or his designee is hereby authorized and directed for and in the name and on behalf of the City to execute and the City Clerk is hereby authorized to acknowledge and deliver said agreement in substantially the form hereby approved, with such insubstantial changes therein as the officer executing the same may -2- KA873581 approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 4 . Approval of Purchase Contract . The form of Purchase Contract by and among the City and M. L. Stern & Co. , Inc . (the "Purchase Contract" ) providing for the purchase of the Certificates by M. L. Stern & Co. , Inc . , underwriter for the Certificates, from the City, presented at this meeting and the purchase and sale of the Certificates pursuant thereto upon the terms and conditions set forth therein is hereby approved and the Finance Director is hereby authorized and directed to evidence the City' s offer and acceptance made by the Purchase Contract by executing and delivering said Purchase Contract in said form with such insubstantial changes therein as the Finance Director may approve, such approval to be conclusively evidenced by the execution and delivery thereof . The City hereby delegates to the Finance Director the authority to establish the final principal amount of the Certificates, the interest rates of the Certificates and the underwriter' s discount on such terms and conditions as the City may determine. Section 5 . Official Statement . The City Council hereby approves the Preliminary Official Statement (the "Preliminary Official Statement" ) and authorizes its distribution in connection with the sale of the Certificates . The City Manager is authorized to approve the amendment of the Preliminary Official Statement from time to time, pending distribution thereof, as shall be required, and in the opinion of the City Manager and Special Counsel, to cause the Preliminary Official Statement to contain any further information necessary to accurately describe the Certificates and to certify that the Preliminary Official Statement as distributed is deemed to be "near final" within the meaning of Rule 15c-2-12 of the Securities Exchange Commission. The Final Official Statement to consist of the Preliminary Official Statement and such changes thereto as may be approved by the City Manager, upon advice of Special Counsel , is hereby approved and the Mayor and the City Manager or their designee is hereby authorized to execute said Final Official Statement on behalf of the City. The City Manager or his designee is hereby authorized to approve and authorize such changes in the Preliminary Official Statement in the preparation of the Final Official Statement as are approved by Special Counsel to the City. The distribution of the Preliminary Official Statement in connection with the sale of the Certificates is hereby approved. Section 6 . Trustee. Security Pacific National Bank is hereby appointed as Trustee pursuant to the Trust Agreement, to take any and all action provided therein to be taken by the Trustee, and is further designated and appointed as paying agent for the Certificates . -3 - KA873581 Section 7 . Bond Counsel . The law firm of Best, Best & Krieger is hereby retained as bond counsel on the terms set forth in the proposed letter of said firm on file with the City and either the City Manager or Finance Director is hereby authorized and directed to execute said proposal letter for and in the name of the City. Section 8 . Form of Certificates . The form of the Certificates as set forth in the Trust Agreement is hereby approved, and the Trustee is hereby authorized to execute and deliver the Certificates in an aggregate principal amount as set forth in the Trust Agreement and to apply and expend the proceeds thereof as specified in the Trust Agreement. Section 9 . Requisitions . The Mayor and the City Manager, or any one of them, are hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay the cost of issuing the Certificates from the proceeds of the Certificates pursuant to the Trust Agreement . Section 10 . Other Acts . The Mayor, the City Clerk, the City Manager and the Finance Director are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the staff and special counsel they may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, or otherwise to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 11 . Effective Date. This Resolution shall take effect upon adoption. ADOPTED this 22nd day of October,f ,1991. yor " t of dlands ATTEST: Deputy City Clerk City of Redlands 4 KA873581 I, Beatrice Sanchez, Deputy City Clerk of the City of Redlands, California, do hereby certify that the foregoing Resolution was adopted by the City Council of the City of Redlands, California, at an adjourned regular meeting thereof held on the 22nd day of October, 1991 , by the following vote of the City Council: AYES: Councilmembers Beswick, Larson, Milson; Mayor DeMirjyn NOES: Councilmember Cunningham ABSENT: None ABSTAIN: None Deputy City Clerk -5- STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) SS. CITY OF REDLANDS ) I, Lorrie Poyzer, City Clerk of the City of Redlands, California, hereby certify under penalty of perjury that the attached is a full, true and correct copy of Resolution No. 4808 as regularly passed and adopted at a regular meeting of the City Council of the City of Redlands on the 22nd day of October, 1991, as appears of record in my office; that since that adoption date Resolution No. 4808 has not been amended, modified or repealed, and that it is presently valid and an existing law of the City of Redlands. WITNESS my hand and official seal of the City of Redlands this 5th day of March, 1992 . City Clerk City of Redlands, California LAW ©FFiCES OF BEST, BEST & KRIEGER October 22, 1991 MEMORANDUM TO: PRESIDENT AND BOARD OF TRUS'T'EES OF THE CORPORATION FROM: SPECIAL COUNSEL RE: CERTIFICATES OF PARTICIPATION (1991 SOLID WASTE CAPITAL IMPROVEMENTS PROJECT) At its meeting of October 22 , 1991, the Board of Trustees of the Redlands Public Improvement Corporation (the "Corporation") will consider approving all necessary legal documents relating to the City' s Certificates of Participation, proceeds of which will be used to finance the acquisition and construction of capital improvements to the City' s solid waste disposal system (the "Project") . The Corporation can ratify all proceedings relating to this financing by adopting the attached resolution. The resolution approves the execution of an Installment Sale Agreement, a Trust Agreement and a Purchase Contract . The Corporation' s approval of these documents is necessary to complete this financing, and each document will be placed on file for your review with the City Manager no later than Friday, October 18, 1991 . Under the Installment Sale Agreement, the Corporation will sell capital equipment and improvements to the solid waste disposal system to the City. The Installment Sale Agreement also sets forth the schedule of Installment Payments which the City will be required to make as payment for the Project. The Corporation assigns its right to receive Installment Payments to the Trustee. Under the Trust Agreement, the Trustee will execute and deliver the Certificates of Participation to the purchasers . The Certificates of Participation will evidence proportionate interest in the Installment Payments to be made by the City under the Installment Sale Agreement . The Certificates will be repaid from revenues generated by the operation of the City' s solid waste disposal project and is not a general obligation of the City. A member of our firm will be in attendance at the meeting of the City Council and the Corporation to discuss the sale of the Certificates and answer any questions which the Board of Trusteees might have regarding this financing. Should the Board of Trustees decide to approve the financing of the Project through the issuance of Certificates of Participation, we would recommend adoption of the attached resolution. It is currently anticipated that the financing will close and moneys will be available to pay project costs before the end of November. Glen E. Stephens Kim A. Byrens KAB74641 LAw OFFICES of BEST, BEST & KRIEGER October 10, 1991 MEMORANDUM TO: CITY COUNCIL, CITY MANAGER AND CITY ATTORNEY FROM: SPECIAL COUNSEL RE: CERTIFICATES OF PARTICIPATION (1991 SOLID WASTE CAPITAL IMPROVEMENTS PROJECT) At its meeting of October 15, 1991, the City Council will consider approving all necessary legal documents relating to the City' s Certificates of Participation, proceeds of which will be used to finance the acquisition and construction of capital improvements to the City' s solid watse disposal system (the "Project") . The City can ratify all proceedings relating to this financing by adopting the attached resolution. The resolution approves the execution of an Installment Sale Agreement, a Trust Agreement, a Purchase Contract, a Preliminary Official Statement and a Final Official Statement. All these documents are necessary to complete this financing and will be placed on file for your review with the City Manager no later than Tuesday, October 15, 1991 . Under the Installment Sale Agreement, the Redlands Public Improvement Corporation (the "Corporation") will sell capital equipment and improvements to the solid waste disposal system to the City. The Installment Sale Agreement also sets forth the schedule of Installment Payments which the City will be required to make as payment for the Project. Under the Trust Agreement, the Trustee will execute and deliver the Certificates of Participation to the purchasers. The Certificates of Participation will evidence proportionate interest in the Installment Payments to be made by the City under the Installment Sale Agreement. The Certificates will be repaid from revenues generated by the operation of the City' s solid waste disposal project and is not a general obligation of the City. Someone from our firm will be in attendance at the meeting of the City Council to discuss the sale of the Certificates and answer any questions which the Council might have regarding this financing. Should the City Council decide to approve the financing of the Project through the issuance of Certificates of Participation, we would recommend adoption of the attached resolution. It is currently anticipated that the financing will close and moneys will be available to pay project costs before the end of November. Glen E. Stephens Kim A. Byrens KAB73694