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HomeMy WebLinkAbout4870_CCv0001.pdf RESOLUTION NO. 4870 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AUTHORIZING THE SALE OF ITS CERTIFICATES OF PARTICIPATION (1992 REFUNDING OF 1986 AND 1987 ISSUE:) AUTHORIZING EXECUTION AND DELIVERY BY THE CITY OF A LEASE AGREEMENT, A SITE AND FACILITIES LEASE, A REMARKETING AGREEMENT, ESCROW DEPOSIT AND TRUST AGREEMENTS, A TRUST AGREEMENT, A REMARKETING AGREEMENT, AN ASSIGNMENT AGREEMENT AND PURCHASE CONTRACT, APPROVING AND AUTHORIZING PREPARATION AND DELIVERY OF A PRELIMINARY OFFICIAL S'T'ATEMENT AND FINAL OFFICIAL STATE- MENT WITH RESPECT TO THE ISSUANCE AND SALE OF CERTIFICATES OF PARTICIPATION (1992 REFUNDING OF 1986 AND 1987 ISSUES) 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") believes it is in the best interests of the City to issue certificates of participation in an aggregate principal amount not to exceed $21,500,000 (the "Certificates") and to authorize the necessary legal documents relating to such Certificates in order to refund the City's outstanding obligations relating to its $15, 090, 000 1986 Certificates of Participation (Refunding of 1985 Projects and Parking Structure Issue) and the $7 , 265, 000 1987 Certificates of Participation (Cultural Facilities Projects) (collectively, the "Prior Certificates") ; and WHEREAS, in order to accomplish the Lease of said Projects and the issuance and sale of the Certificates, it is necessary that the City enter into the Site and Facilities Lease, the Lease Agreement, the Trust Agreement, the Reimbursement Agreement, the Remarketing Agreement, the Assignment Agreement, two separate Escrow deposit and Trust Agreements 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, this City Council desires to authorize preparation and distribution of a Preliminary Official Statement and Final Official Statement relating to the Certificates; -1- KA881660 NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS: Section 1. Approval of Issuance of „Certificates of Participation. The issuance of the City's 1992 Certificates of Participation (Refunding of 1986 and 1987 Issues) 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 $21,500,000 (ii) the final interest rates on various maturities of the Certificates, provided that the rates shall not exceed 120; (iii) the underwriter's discount for the purchase of the Certificates, which amount shall not exceed 1.. 50 ; and (iv) an original issue discount which shall not exceed 1. 0e of the principal amount of the Certificates. Section 2 . Site and Facilities Lease. The form of agreement entitled "Site and Facilities Lease" presented to this meeting between the City and the Corporation which provides generally for the leasing of sites and projects which were the subject matter of the 1986 and 1987 Leases from the City to the Corporation, 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 deliver said agreement in the name and on behalf of the City and the City Clerk is hereby authorized to acknowledge and deliver said agreement in the form hereby approved with such changes as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3 . Lease Agreement. The form of agreement entitled "Lease Agreement" presented to this meeting and to be entered into by and between the City and the Redlands Public Improvement Corporation (the "Corporation") which provides generally for (i) the lease of the Projects by the City with the proceeds of the Certificates, and (ii) the payment by the City to the Corporation of lease payments in amounts which will be sufficient to pay the principal and interest owing on the Certificates 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 deliver said agreement 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 forms hereby approved, with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 4 . Reimbursement Agreement and Letter of Credit. The forms of agreement entitled "Reimbursement Agreement" presented to this meeting between the City and the Bank, and the Letter of -2_ KA881660 Credit issued by the Bank, 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 deliver said agreement and letter of credit in the name and on behalf of the City and the City Clerk is hereby authorized to acknowledge and deliver said agreement and letter of credit in the forms hereby approved with such changes as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5 . Trust Agreement. The form of agreement entitled "Trust Agreement" presented to this meeting, to be entered into by and among the City, the Corporation and Security Pacific National Bank, as trustee (the "Trustee") 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 changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. Defeasance of Prior Certificates • Approval of Escrow Agreement. This City Council hereby approves the defeasance of the Prior Certificates with the proceeds of the Certificates, in accordance with the provisions of the documents pursuant to which the Prior Certificates were issued, and two Escrow Deposit and Trust Agreements between the City and the trustee for the Prior Certificates (the "Escrow Agreements") . This City Council hereby approves the Escrow Agreements in substantially the form as presented at this meeting, together with any changes therein or additions thereto deemed advisable by the City Manager upon consultation with special counsel. This City Council hereby authorizes and directs the City Manager to execute and deliver the final form of the Escrow Agreements for and in the name and on behalf of the City. This City Council hereby authorizes the delivery and performance by the City of the Escrow Agreements. Section 7 . Remarketing Agreement. The form of the Remarketing Agreement (the "Remarketing Agreement") , as presented to this meeting to be executed by the City, the Credit Bank, and Bank of America NT&SA and M.L. Stern & Co. , Inc. , as Remarketing Agent (the "Remarketing Agent") , pursuant to which the Remarketing Agent agrees to act as the sales and placement agent in connection with the offering and subsequent placement of the Certificates pursuant to the Trust Agreement, is hereby approved and the Mayor or the Mayor's designee and the City Clerk are hereby authorized -3- KAB81660 and directed, for and in the name and on behalf of the City, to execute the Remarketing Agreement in substantially the form hereby approved, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8 . Approval of Purchase Contract. The form of Purchase Contract by and among the City, M. L. Stern & Co. , Inc. and Bank of America NT&SA (the "Purchase Contract") providing for the purchase of the Certificates by M. L. Stern & Co. , Inc. and Bank of America National Trust and Savings Association, underwriters 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 City Manager or the Finance Director are 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 changes therein as the City Manager or the Finance Director may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The City hereby delegates to the City Manager or 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 9 . Official Statement. The City Council hereby authorizes and approves the preparation and distribution of a Preliminary Official Statement (the "Preliminary Official Statement") and authorizes its distribution in connection with the sale of the Certificates. The City Manager is authorized and directed for and on behalf of the City to review and approve the Preliminary Official Statement and any amendments thereto, provided that he shall have determined, after consultation with Special Counsel and such other persons as he may deem appropriate, that such Preliminary official Statement fairly and accurately presents the information required to be set forth therein and to certify that the Preliminary Official Statement as distributed i5 deemed to be "near final" within the meaning of Rule 15c-2-12 of the Securities Exchange Commission. The City Manager is further authorized and directed to review, sign and approve distribution of 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. Section 10. Trustee, Tender Agent and Paying Agent. Bank of America National Trust and Savings Association is hereby appointed as Trustee and Tender Agent pursuant to the Trust Agreement, to take any and all action provided therein to be taken by the Trustee and Tender Agent, and is further designated and appointed as paying agent for the Certificates. -4- KAB81660 Section 11. 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 12 . 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 13 . Requisitions. The City Manager and the Finance Director, 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 14 . 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 15 . Effective Date. This Resolution shall take effect upon adoption. ADOPTED this 2nd day of June, 19;9 ayor,'-of--th�`�C ty of R hands ATTEST: City Clej-k of the City of/Redland -5- KAB815b0 I, Lorrie Poyzer, City Clerk of the City of Redlands, California, do hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of Redlands, California, at a regular meeting thereof held on the 2nd day of June, 1992 , by the following vote of the City Council: AYES: Councilmembers Larson, Milson, Foster; Mayor DeMirjvn NOES: Councilmember Cunningham ABSENT: None ABSTAINED: None IN WITNESS WHEREOF, I have hereunto set arty hand and affixed the official seal of the City of Redlands, California this 2nd day of June 1992 . City Clerk of- thdi 0-.ty of Redlands, California `- KA881660 BEST, BEST & KRIEGER A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS LAWYERS PALM SPRINGS 400 MISSION SQUARE ONTARIO (619) 32 5-7264 3756 UNIVERSITY AVENUE (714) 989-8584 - POST OFFICE BOX 1028 RANCHO MIRAGE RIVERSIDE, CALIPORNIA 52502 (Si9) 568.7617 TELEPHONE (714) 6H6-1450 TELECOPIER (714) 686-3083 April 16, 1992 Honorable Mayor and ORIGINAL FILED WITH AGREEMENTS Members of the City Council IN FILE DRAWERS City of Redlands 30 Cajon Street Redlands, California 92373 Re: Proposal for Special Counsel Services for Proposed Certificates of Participation (1992 Refunding of 1986 and 1987 Projects) Ladies and Gentlemen: The firm of Best, Best & Krieger will be pleased to serve as special counsel in connection with the above-referenced certificates of participation and proposes to perform the following services on the basis set forth in this letter. Certificates of Participation: We will confer and consult with City staff on all matters relating to the financing including participation in the review and selection of appropriate financing methods . We will assist the City in identifying the most advantageous method of financing based upon our experience and we will attend all meetings of the City' s staff, consultants and underwriter at which financing methods are to be discussed and analyzed for successful completion of the financing. Our services will include the preparation of all agreements, resolutions, notices, certificate forms and all other legal documents required by California law for the execution, sale and delivery of the Certificates. We also will review any official statement prepared on behalf of the City, and attend all meetings in which any action in connection with the proceedings is to be taken. We will also review any purchase contract pursuant to which the underwriter proposes to purchase the Certificates. Subject to completion of the financing to our satis- faction, Best, Best & Krieger will issue its approving legal opinion to the purchasers of the Certificates to the effect that all proceedings have been legally undertaken for the authorization, execution, sale and delivery of the Certificates, or other transactions relating to the financing and that interest paid with respect to the Certificates is excluded from gross income for federal income tax purposes and is exempt from State of California GES106208 BEST, BEST & KRIEGER Honorable Mayor and Members of the City Council April 16 , 1992 Page 2 personal income tax. We will also issue appropriate supplemental opinions and certificates as may be necessary or appropriate . Finally, we will confer and consult with City officials with respect to problems which may arise during the period of servicing and payment of the Certificates and provide any and all other services commonly expected of special counsel . Our fee for the foregoing legal services will be $67, 500 . The fee will be payable only upon completion and sale of the Certificates from the proceeds of the financing, and not otherwise. If other services are requested by the City which are not within the scope of those outlined above, they will be performed on a time basis at the hourly rate of the attorneys involved. In the event this financing is not completed for any reason, the City will have no liability for any fees incurred by our firm with respect to the financing. In addition to the above fee, we will be reimbursed by the City for any out-of-pocket expenses incurred by us in the course of our employment, such as long distance telephone calls, telegrams, facsimile telephone transmission, messenger and courier services, travel at the request of the appropriate City officials, duplicating, computer time and the like. It is understood that we are to order the printing of the certificates and bonds for the account of the City. The bills for this service will come directly to the City and will be paid from certificate or bond proceeds . Respectfully submitted, `Glen E. Stephens of Best, Best & Krieger GES/dfs TERMS OF EMPLOYMENT APPROVED THIS 2nd DAY_ .OE June ATTEST: 1992 . r Au th o iz 011�lf " o he jty C1 rk o finds I GES106208 !C E S t F BEST, BEST & KRIEGER April 15 , 1992 MEMORANDUM TO: CITY COUNCIL, CITY MANAGER AND CITY ATTORNEY FROM: SPECIAL COUNSEL RE: CERTIFICATES OF PARTICIPATION (1992 REFUNDING CERTIFICATES) At its meeting of December 3 , 1991, the City Council gave approval to the staff to explore the savings available to the City if two series of the City' s outstanding Certificates of Participation originally issued in 1986 and 1987 were refunded. The purpose of this refunding is to achieve a lower rate of interest and to defer the payment of principal due on the certificates in 1992 and thereby reduced the expenses of the City in 1992 . Attached is a resolution approving the execution of a Lease Agreement, a Trust Agreement, a Site and Facilities Lease, an Assignment Agreement, an Escrow Deposit and Trust Agreement relating to the 1986 Certificates, an Escrow Deposit and Trust Agreement relating to the 1987 Certificates, a Reimbursement Agreement, a Remarketing Agreement, a Purchase Contract, a Preliminary Official Statement and a Final Official Statement. The Site and Facilities Lease provides for the City' s leasing to the Redlands Public Improvement Corporation (the "Corporation" ) certain projects and sites which were the subjects of the 1986 and 1987 financings . The Lease Agreement provides for the Lease of those projects and sites from the Corporation to the City. The Lease Agreement also sets forth the schedule of Lease Payments which the City will be required to make as payment for the projects and sites . Under the Assignment Agreement, the Corporation assigns to the Trustee its rights to receive Lease Payments pursuant to the Lease Agreement . 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 Lease Payments to be made by the City under the Lease Agreement . The two Escrow Deposit and Trust Agreements provide for the .investment of the proceeds of KAB81659 the Certificates of Participation and the defeasance of the 1986 and 1987 Certificates of Participation. The Certificates will be repaid from Lease Payments which are a general obligation of the City. Pursuant to the terms of the Reimbursement Agreement between the City and The Sumitomo Trust & Banking Co. , Ltd. (the "Bank" ) , an irrevocable direct draw letter of credit will be provided by the Bank and will be used by the City to pay principal of and interest due on the Certificates . The City will reimburse the Bank for amounts drawn on the letter of credit . The Remarketing Agreement provides for the sale of the Certificates by the remarketing agent after the initial interest period of the Certificates. Someone from our firm will be in attendance at the meet- ing 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 wish to proceed with this project at this time it should consider adopting 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 May, 1992 . Glen E. Stephens Kim A. Byrens KABB1659