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HomeMy WebLinkAbout4212_CCv0001.pdf RESOLUTION NO. 4212 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AUTHORIZING EXECUTION AND DELIVERY BY THE CITY OF INSTALLMENT SALE AGREEMENT AND TRUST AGREEMENT, APPROVING PURCHASE AGREEMENT, AND APPROVING AND AUTHORIZING DELIVERY OF PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT WITH RESPECT TO THE ISSUANCE AND SALE OF CERTIFICATES OF PARTICIPATION (CITY OF REDLANDS SEWER FACILITIES IMPROVEMENT PROJECT) , APPOINTING TRUSTEE AND AUTHORIZING ISSUANCE OF SUCH CERTIFICATES IN AN AMOUNT NOT TO EXCEED $18, 000 , 000 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 certain additional capital improvements including improvements to the City 's sewer treatment facilities and sewer collection and transmission lines ( the "Project" ) through the issuance and sale by the Trustee hereinafter named of Certificates of Participation in a principal amount which shall not exceed $18 , 000, 000 which will be designated Certificates of Participation (Sewer Facilities Improvement Project ) ( the "Certificates" ) ; and WHEREAS, in order to accomplish the financing of the acquisition, construction and installation of said improvements and equipment and the issuance and sale of the Certificates, it is necessary that the City enter into the Installment Sale Agreement and the Trust Agreement, hereinafter more particularly described, and that certain other action be taken and authorized; and WHEREAS, this City Council has determined, pursuant to Section 37350 of the Government Code, that it is for the common benefit that the City sell the Projects to Redlands Public Improvement Corporation, upon the terms and condi- tions set forth in said Installment Sale Agreement , so that the aforementioned capital improvements including improvements to the City' s sewer treatment facilities and sewer collection and transmission lines may be constructed and/or sold to the City as provided in the Installment Sale Agreement; WHEREAS, there has been presented to this City Council a form of Purchase Agreement ( the "Purchase Agreement" ) whereby Seidler-Fitzgerald Public Finance, as Underwriter ( the "Underwriter" ) , has offered to purchase the Certificates from the Trustee on the terms therein set forth; and WHEREAS, certain terms to be included in the Purchase Agreement, including the purchase price for the Certificates and the interest rates for the several maturi- ties of the Certificates , have not been determined and are not set forth therein; and WHEREAS, this City Council has determined that the terms which are set forth in the Purchase Agreement are -2- acceptable and that it is in the best interest of the City that the Certificates be awarded to the Underwriter on the terms set forth in the Purchase Agreement and to be set forth therein upon approval by the City Manager and Finance Director , pursuant to the authorization hereinafter given; and WHEREAS, there has also been presented to this City Council a Preliminary Official Statement relating to the Certificates and this City Council has determined 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 AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS: 1 . The agreement entitled "Installment Sale Agreement" to be entered into by and between the City of Redlands and Redlands Public Improvement Corporation ( the "Corporation" ) , dated as of January 1 , 1987 , which provides generally for ( i ) the sale by the City to the Corporation of the Project, ( ii) the financing of the acquisition, construction and installation of the Project by the City, as agent of the Corporation, with the proceeds of the Certifi- cates, ( iii ) the installment sale by the Corporation to the City of the completed Project, and ( iv) the payment by the City to the Corporation of Installment Payments in amounts -3- which will be sufficient to pay the principal and interest owing on the Certificates in each year following the completion of the acquisition, construction and installation of the Project, are hereby approved, and the Mayor or any Councilmember 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 & Savings Association, as Trustee (the "Trustee" ) , dated as of January 1 , 1987, which provides generally for ( i ) the issuance by the Trustee of the Certi- ficates, ( 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 any Councilmember and the City Clerk are hereby authorized to execute, acknowledge and deliver said agreement on behalf of the City. 3 . The Purchase Agreement is hereby approved and the City Manager and Finance Director are hereby authorized to determine, with the advice of Special Counsel to the City, the final terms and conditions of the sale of the Certificates, including the aggregate principal amount thereof, the amount of the discount to be allowed to the Underwriter, and the interest rates on the different maturi- -4- ties of the Certificates; provided that the aggregate prin- cipal amount of the Certificates may not exceed $18, 000, 000, the discount allowed to the Underwriter may not exceed 6 percent, and the interest rate on any maturity of the Certificates may not exceed 8 percent per annum. Upon determining the final terms and conditions of the sale of the Certificates, the City Manager and Finance Director are hereby further authorized to insert such terms and condi- tions in and approve the final form of the Purchase Agree- ment, and the City Manager is authorized to execute and deliver the Purchase Agreement as so approved on behalf of the City. 4. The Preliminary Official Statement is hereby approved. The preparation of a 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 to the City, is hereby approved and the Mayor or any Councilmember is hereby authorized to execute said Final Official Statement on behalf of the City and to deliver copies thereof to the Underwriter for distribution in connection with the marketing of the Certificates. The City Manager 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 and directed by Special Counsel to the City. -5- 5 . The approval of said agreements given hereby shall apply to any modification or amendment of any of said agreements which is specified 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 contained in this resolution. 6. Bank of America National Trust & 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, and is further designated and appointed as paying agent for the Certificates. 7. The form of the Certificates as set forth in the Trust Agreement is hereby approved, and Bank of America National Trust & Savings Association, as Trustee, is hereby authorized to issue the Certificates in an aggregate prin- cipal amount which shall not exceed $18, 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 Manager and Finance Director are hereby authorized to determine the final aggre- gate principal amount of the Certificates to be issued based on their determination of the amount needed to finance the cost of the acquisition of the real property and improve- ments to be acquired. -6- 8 . The Mayor, any Councilmember, City Clerk , City Manager and Finance Director 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 issuance and sale 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 authori- zations and direction provided in this resolution to be carried out. ADOPTED this 16th day of December, 1986 . Mayor of the City of Redlands ATTEST: City Clerk o ., e City of� Redl nds -7- I, LORRIE POYZER, City Clerk of the City of Redlands, California, do hereby certify that the foregoing Resolution No. 4212 was regularly introduced and adopted by the City Council of the City of Redlands, California, at a regular meeting thereof held on the 16th day of December, 1986, by the following vote of the City Council: AYES: Councilmembers Larsen, Johnson, Wormser; Mayor Beswick NOES: None ABSENT: Councilmember DeMirjyn 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 16th day of December , 1986. Ci y 6lerk of t ity of Redla ds -8- JRR0344ZZ