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HomeMy WebLinkAbout4820_CCv0001.pdf RESOLUTION NO. 4820 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AUTHORIZING THE SALE OF ITS CERTIFICATES OF PARTICIPATION (1992 REFUNDING OF 1986 CERTIFICATES OF PARTICIPATION AND 1987 CERTIFICATES OF PARTICIPATION) , AUTHORIZING EXECUTION AND DELIVERY BY THE CITY OF A LEASE AGREEMENT, A GROUND LEASE, AN ACQUISI'T`ION AGREEMENT, A REMARKETING AGREEMENT, AN ESCROW DEPOSIT AND TRUST AGREEMENT, A TRUST AGREEMENT AND PURCHASE CONTRACT, APPROVING AND AUTHORIZING PREPARATION AND DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFI- CIAL STATEMENT WITH RESPECT TO THE ISSUANCE AND SALE OF CERTIFICATES OF PARTICIPATION (1992 REFUNDING OF 1986 CERTIFICATES OF PARTICIPATION AND 1987 CERTIFICATES OF PARTICIPATION) , 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 $27, 000, 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 1987 $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 Acquisition Agreement, the Lease Agreement, the Ground Lease, the Trust Agreement, the Reimbursement Agreement, the Remarketing 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, this City Council desires to authorize preparation and distribution of a Preliminary Official Statement and Final Official Statement relating to the Certificates; -1- KAB81660 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 Certificates of Participation and 1987 Certificates of Participation) 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 $23 , 000 , 000 ; (ii) the final interest rates on various maturities of the Certificates, provided that the rates shall not exceed 12%; (iii) the underwriter' s discount for the purchase of the Certificates, which amount shall not exceed 1 . 59k; and (iv) an original issue discount which shall not exceed 1 . 0% of the principal amount of the Certificates . Section 2 . Acquisition Agreement. The form of agreement entitled "Acquisition Agreement" presented to this meeting between the City and the Corporation which provides generally for the acquisition of the Projects by the Corporation, is hereby approved and the Mayor or his designee is hereby authorized and directed for and in the naive 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 insubstantial 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 . Ground Lease. The form of agreement entitled "Ground. Lease" presented to this meeting between the City and the Corporation which provides generally for lease of the Projects by the corporation is hereby approved and the Mayor or his designee is -2- KAE81b60 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 insubstantial 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 "'Frust 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 insubstantial 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 an Escrow Deposit and Trust Agreement between the City and the trustee for the Prior Certificates (the "Escrow Agreement" ) . This City Council hereby approves the Escrow Agreement in the form on file with the City Clerk, 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 Agreement 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 Agreement. 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, 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 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 _3_ KAB81660 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 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 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 is 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. 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 . 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 -4- KA881660 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 3rd day of December,- 1.199,1 . Mayor of_ � ,C` of :°' dlands ATTEST: Deputy City Clerk of t City of Redlands -5- KABB1Qb0 I, Beatrice Sanchez , Deputy 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 an adjourned regular meeting thereof held on the 3rd day of December, 1991 , by the following vote of the City Council: AYES: Councilmembers Beswick, Cunningham, Larson, Milson; Mayor DeMirjyn NOES: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Redlands, California this 3rd day of December, 1991 . Deputy City Clerk of the ty of Redlands, California LAW OFFICES OF BEST, BEST & KRIEGER December 2, 1991 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 will consider approving all necessary legal documents relating to the proposed refunding of two series of the City' s outstanding Certificates of Participation originally issued in 1986 and 1987. 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 . The City can ratify all proceedings relating to this financing by adopting the attached resolution. The resolution approves the execution of a Lease Agree- ment, an Acquisition Agreement, a Ground Lease, a Trust Agreement, a Reimbursement Agreement, a Remarketing Agreement, a Purchase Contract, a Preliminary Official Statement and a Final Official Statement . These documents will be available for your review at the study session scheduled December 3 , 1991 . The Acquisition Agreement provides for the purchase of certain projects by the Redlands Public Improvement Corporation (the "Corporation" ) . The Lease Agreement provides for the Lease of those projects 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 or as reimbursement for the payment of the Certificates of Participation by a direct draw letter of credit . The Ground Lease provides for the lease of specified parcels of property by the Corporation to the City. 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 Escrow Deposit and Trust Agreement provides for the investment of the proceeds of 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. 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 February, 1992 . Glen E. Stephens Kim A. Byrens KAB81659