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HomeMy WebLinkAbout4116_CCv0001.pdf RESOLUTION NO. 4116 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AUTHORIZING EXECUTION AND DELIVERY BY THE CITY OF INSTALLMENT SALE AGREEMENT, TRUST AGREEMENT, AGENCY AGREEMENT AND ESCROW AGREEMENT WITH RESPECT TO THE ISSUANCE AND SALE OF CERTIFICATES OF PARTICIPATION (DOMESTIC WATER TREATMENT FACILITIES PROJECT) IN AN AMOUNT NOT TO EXCEED $14,000 ,000, APPOINTING TRUSTEE, AND AUTHORIZING EXECUTION AND DELIVERY OF SAID CERTIFICATES OF PARTICIPATION WHEREAS, the City Council ( this "City Council" ) of the City of Redlands ( the "City" ) has determined that it is in the best interests of the City and its citizens that the City participate in the financing of the acquisition, con- struction and installation of a domestic water treatment plant and related facilities having a treatment capacity of 12 million gallons per day ( the "Project" ) , for the treat- ment of water from various sources available to the City to be supplied by the City ' s Water Department to such citizens, through the execution and delivery by the Trustee herein- after named of Certificates of Participation in a principal amount which shall not exceed $14,000,000 and which will be designated "Certificates of Participation (Domestic Water Treatment Facilities Project ) " ( the "Certificates" ) ; and WHEREAS, in order to accomplish the acquisition, construction and installation of the Project and the execu- tion and delivery of the Certificates, it is necessary that the City enter into the Installment Sale Agreement , the -1- Trust Agreement, the Agency Agreement, and the Escrow Agree- ment, hereinafter more particularly described, and that certain other action be taken and authorized; and WHEREAS, the aforementioned Installment Sale Agree- ment provides that the City' s obligation to make the Installment Payments for the purchase from the Seller therein named of the Project shall be secured by a pledge, charge and lien upon the Net Revenues (as defined therein) of the City' s Water System (as also defined therein) , and that in order to provide for and secure such a pledge of said Net Revenues, the City shall enter into the Escrow Agreement with the Trustee hereinafter named, acting as Escrow Bank thereunder, and pursuant thereto shall deposit with said bank the sum of $1,914,578 from the available reserves of the City which are allocated or allocable to the City' s Water Department and which shall be utilized by said Bank to provide for the defeasance of the principal and interest payments on and to redeem prior to maturity the City' s outstanding 1957 Water Revenue Bonds, Series A, and 1971 Water Revenue Bonds, as provided in said Escrow Agreement; and WHEREAS, there are currently outstanding 1967 Water Revenue Bonds, Series A, in the aggregate principal amount of $835,000 and 1971 Water Revenue Bonds in the aggregate principal amount of $1,080, 000; and 1 -2- WHEREAS, the outstanding 1967 Water Revenue Bonds, Series A, all of which mature on April 1, 1997 , may be called and redeemed on any interest payment date (February 1 or August 1) , and may therefore be called and redeemed on February 1, 1986; and WHEREAS, the outstanding 1971 Water Revenue Bonds which mature on August 1, 1986, cannot be called and redeemed prior to such maturity date, but the remainder of such outstanding bonds, all of which mature on August 1, 1997, may be called and redeemed on February 1, 1986; and WHEREAS, this City Council has determined that it is in the best interest of the City that all of the remaining outstanding 1957 Water Revenue Bonds, Series A, and 1971 Water Revenue Bonds shall be defeased, called and redeemed prior to maturity as provided in the Escrow Agreement; NOW, THEREFORE, BE IT RESOLVED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS: 1 . The agreements entitled "Installment Sale Agreement" and "Agency Agreement" to be entered into by and between the City and Redlands Public Improvement Corporation (the "Corporation" ) , dated as of November 1, 1985, which provide generally for ( i ) the acquisition, construction and installation of the Project by the City, as agent of the Corporation, with the proceeds of the Certificates and the initial advance Installment Payment to be paid by the City -3- pursuant to said Installment Sale Agreement, ( ii ) the pur- chase by the City from the Corporation of the Project, and ( iii ) the payment by the City to the Corporation of Install- ment Payments in amounts which will be sufficient to pay the principal and interest owing on the Certificates in each year following the completion of the acquisition, construc- tion and installation of the Project until the Certificates are fully paid and redeemed, are hereby approved, and the Mayor and the City Clerk are hereby authorized to execute, acknowledge and deliver said agreements on behalf of the City, 2 . The agreement entitled "Trust Agreement" to be entered into by and among the City, the Corporation and Bank of America National Trust and Savings Association, as trustee ( the "Trustee" ) , dated as of November 1, 1985, 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 and the City Clerk are hereby authorized to execute, acknowledge and deliver said agree- ment on behalf of the City. 3. The agreement entitled "Escrow Agreement" to be entered into by and between the City and the Trustee, as Escrow Bank, dated as of November 1, 1985, which provides E -4- for the defeasance, call and redemption, prior to maturity, of all of the outstanding 1967 Water Revenue Bonds, Series A, and 1971 Water Revenue Bonds and for the deposit by the City with the Trustee as Escrow Flank of the amount necessary to so defease, call and redeem said bonds is hereby approved, and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver said agreement on behalf of the City. 4 . The approval of said agreements given hereby shall apply to any modification or amendment of any said agreements which is agreed upon and approved by Special Counsel to the City, the Underwriter ' s Counsel and the City Manager as being necessary to carry out the provisions thereof and the authorizations and directions contained in this resolution. 5 . Bank of America National Trust and Savings Association is hereby appointed as Trustee pursuant to the Trust Agreement, to take any and all action provided therein to be taken by the Trustee. 6 . 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 which shall not exceed $14 , 000 , 000 , subject to an award of the sale thereof by this City Council, and to apply and expend the proceeds thereof as specified in the Trust Agreement ; provided that the City -5- Manager and the City Treasurer are hereby authorized to determine the final aggregate principal amount of the Certificates to be issued based on their determination of the amount needed to finance the cost of the acquisition, construction and installation of the Project. 7. The City Treasurer is further hereby autho- rized and directed to determine the amount of and pay from available reserves of the City which are allocated or allocable to its Water Department the initial advance Installment Payment provided for in the Installment Sale Agreement on the Closing Date (as defined in said agreement) . 8. The Mayor, City Clerk, City Manager and City Treasurer are hereby authorized to take any and all action which is directed by Special Counsel to the City with respect to the execution, acknowledgement and delivery of the aforementioned agreements and the execution and delivery of the Certificates, including but not limited to purchasing municipal bond insurance, which in the opinion of said Special Counsel is necessary in order for the authorizations and direction provided in this resolution to be carried out . ADOPTED this 15th day of October, 1985 . Mayor of the City of Redlands ATTEST: City Clerk of City of Redlands -5- RTA0113 I , LORRIE POYZER, City Clerk of the City of Redlands, California, do hereby certify that the foregoing Resolution No. 4116 was regularly introduced and adopted by the City Council of the City of Redlands, California, at a regular meeting thereof held on the 15th day of October , 1985, by the following vote of the City Council: AYES: Councilmembers DeMirjyn, Martinez, Larsen; Mayor Beswick NOES: Councilman Johnson ABSENT: None ABSTAINED: None and that said resolution has not been amended, superseded or repealed, and is in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Redlands, California, this 15th day of October 1985. City Jerk of M City of Redlands -7- RTA0113