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Home My WebLink About2013-10_CCv0001.pdf RESOLUTION NO. 2013-10 A RESOLUTION OF THE GOVERNING BOARD OF THE REDLANDS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $13,500,000 SOLID WASTE REVENUE BONDS, SERIES 2013A; AND THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A SOLID WASTE INSTALLMENT SALE AGREEMENT, AN OFFICIAL STATEMENT, AN AGENCY AGREEMENT AND A BOND PURCHASE AGREEMENT AND CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE AND SALE OF SUCH BONDS WHEREAS, the Redlands Financing Authority is a joint exercise of powers entity duly organized and existing -under and by virtue of the laws of the State of California (the "Authority"), and WHEREAS, the Authority is empowered under the provisions of Article 4, Chapter 5, Division 7, Title 1 of the California Government Code (the "Law") to issue its bonds for the purpose of assisting local agencies in, among other things, financing and refinancing the cost of any public capital improvement whenever the local agency determines that there are significant public benefits from such assistance; and WTIEREAS, the City of Redlands is a municipal corporation organized and existing under the Constitution and laws of the State of California(the"City"); and WHEREAS. the City has requested the Authority to issue its bonds for the purpose of providing funds to enable the City to finance certain obligations of the solid waste system of the City(the "2013 Projects');and WHEREAS, the City has determined that the issuance of revenue bonds by the Authority to 1"inance the 2013 Project will result in significant public benefits, including demonstrable saviings in- effective interest rates, bond preparation, bond underwriting and bond issuance costs, and more efficient delivery of local ageincy services to residential and commerciall developrlen[; ono WHEIAS, the AuthoritY has audhorized and undertaken to issue the Redlands, ,�inancing Author-ir 11 I I y Solid Waste Revenue, Bonds, S.-r;..--3 12101-1A (thc "Sefics 210113A Bonds") in the ain-tc L I J 11 U U- I �W'l ate pnncrnal am-ount not to exceed $13,500,001 f provide funds to finance dhe -2 Project acrd to pay costs ofiss- ce, and WflEREAS, the Authomty has dete—mined tlat the Series 2011 3A Bonds should be,ofi red o.n a negotieted basis and in f;artherance of implcmCrat-ing the financing, there has been ailed with theAuthoritty 11-or consit 1 i id era or and approval b-N.,th-is Boalrlcl lfbmns of the following: (a:) a Trust Agreement, under the tea ns of which the Series 2013 A Bond Is are to be issued and hisu'affirterat Salle Pwynwms (as defined therein) are to be administered to p the principal of and interest on the Series 231.3 Bond's; I heclerk\Red'ands FinancingAuthoritVsResolutionsN201-',-14 RFA 2013 Solid Waste Svstern,F)OC MOU X 5-007,91727Mfi ANI kw� a 2013 Solid Waste Installment Sale Agreement, under the terms of which, among other things,the Authority agrees to assist in the financing of the 2013 Project; (c) an Agency Agreement, under the terms of which the Authority appoints the City as agent of the Authority to oversee construction of the 2013 Project; (d) a Bond Purchase Agreement, under the terms of which,among other things,the Authority agrees to sell and the underwriter agrees to purchase the Series 2013A Bonds, and (e) a Preliminary Official Statement, describing the Series 2013A Bonds and the financing of the 2013 Project;and WHEREAS,being fully advised in the matter of financing of the 2013 Project,this Board wishes to proceed with implementation of said financing; and WHEREAS, the Authority has determined that all things necessary to make the Series 2013A Bonds,when authenticated by the Trustee and issued as provided in the Trust Agreement, the valid, binding and legal obligations of the Authority according to the import thereof and hereof have been done and performed; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to authorize the execution and delivery of certain documents in order to ftwther implement the financing in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Redlands Financing Authority as follows: Section 1. Recitals. The foregoing recitals are true and correct, and this Board so finds and determines. Section 2. The Bonds, Pursuant to the Law, the Series 2013A Bonds shall be issued in the aggregate principal amount of not to exceed $13,500,000; provided, however,, that (a) the underwriter's discount (exclusive of original issue discount) shall be less than 0.35% of the principal amount issued, (b) the interest rates on the various maturities of the Series 2013A Bonds shall be such that the true interest cost of the Series 2013A Bonds shall not exceed 5.50%, and (c)the maximum to of any maturity shall not extend beyond the year 2023. Section 3. Trust Aareement.- Appointment of Trustee. The form and substance of the Trust Agreement is hereby approved. The Chairperson, Executive Director or the Treasurer of the Authority or desiErnee thereof (each an "Authorized Officer") are each, acting singly, authorized and directed, for and in the natne and on -behalf of the Authority, to execute and defiver the Trust Agreement i1n substantiallY said fornn, with such changes therein as such officer 2 lA,cc1erk\Rcdlands Financing Aar ttoritykltesolutions\2013-1 0 RFA 2013 Solid Waste System,DOC 26170,OM07�817278!r6 may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. U.S. Bank National Association is appointed as Trustee under the Trust Agreement and is hereby directed to execute and deliver the Trust Agreement and to take all actions provided for therein to be taken by the Trustee. Section 4. Installment Sale Agreement. The form and substance of the 2013 Solid Waste Installment Sale Agreement is hereby approved. Each Authorized Officer is, acting singly, authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the 2013 Solid Waste Installment Sale Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. Bond Purchase Agreement. The form and substance of the Bond Purchase Agreement, which shall be entered into with the City and Citi up Global Markets Inc., as underwriter, is hereby approved. Each Authorized Officer is, acting singly, authorized and directed,for and in the name and on behalf of the Authority,to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. AgenF A Agreement. The form and substance of the Agency Agreement, is hereby approved. Each Authorized Officer is, acting singly, authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Agency Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be(inclusively evidenced by the execution and delivery thereof). Section 7, Official Statement. The form and substance of the Preliminary Official Statement is hereby approved. Each Authorized Officer is, acting singly, authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, by appropriate insertions, or otherwise as appropriate, provided that such corrections or additions shall be regarded by such officer as necessary to cause the information contained therein to conform to facts material to the Series 2013A Bonds or to the proceedings of this Board or that such corrections or additions are in form rather than in substance. Further, each Authorized Officer is, acting singly, authorized to find and determine that said Preliminary Official Statement in preliminary form is, and as of its date shall be deemed "final" for purpose of Rule 15c(2)-12 of the Securities and Exchange Commission, and is authorized to execute a certificate to such effect in the customary form. Each Authorized Officer is, acting singly, authorized to execute the final Official Statement to be derived therefrom. In addition, the underwriter of the Series 2013A Bonds, is authorized to distribute said Preliminary Official Statement and the final Official Statement to be derived therefrom in connection with sale and distribution of the Series 2013A Bonds, Section 8. Other Acts. The officers and employees of the Authority are hereby authorized and directed,jointly and severally, to do any and all things and to execute and deliver 3 lAcclerkkRedlands Financing Authorit3ARcsolutions'2013-10 RFA 2013 Solid Waste System.DOC 26170,00007\8 172785.6 any and all documents and certificates which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Series 2013A Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Series 2013A Bonds, the Trust Agreement, the Installment Sale Agreement, the Bond Purchase Agreement and the Official Statement, to retain bond counsel and a financial advisor, to satisfy Rule 15c2-12, and to amend any document relating to the Series 2013A Bonds necessary or desirable to further the purposes of this resolution and the documents mentioned herein. Specifically and without limiting the foregoing, the Executive Director is authorized and directed to solicit and accept bids for bond insurance and/or reserve fund surety for the Bonds, provided he determines acceptance of the best bid will benefit the financing, and appropriate changes to each of the documents referenced herein to evidence such bond insurance and/or reserve fund surety and the terms thereof are hereby authorized and approved. Such actions heretofore taken by such officers are hereby ratified,confirmed and approved. Section 9. Effective Date. This resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this I"day of October, 2013. A Pete Aguilar Chairperson of the Redlands Financing Authority ATTEST: Sam lrwiecr6tary of the Redlands Financing Authority 4 L',cc1crk\Red1ands Financing AudioritykResolutionsk2013-1 0 RFA 2013 Sold Waste System,Doc 26170,000071,81 72785.6 SECRETARY'S CERTIFICATE 1, Sam Irwin, Secretary of the Redlands Financing Authority, do hereby certify as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted by a vote of a majority of the members of the Governing Board of said Authority at a regular meeting of the Governing Board of said Authority duly and regularly and legally held on October 1st, 20 t 3, of which meeting all of such members had due notice, as follows: AYES: Members Harrison,Foster, Gardner, Gilbreath; Mayor Aguilar NOES: None ABSENT: None ABSTAIN: None I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. Dated: October 1,2013. Sam Irwin, Secretary of the Redlands Fihane`Ag Authority 5 lAcclerk\Redlands Financing AudwtityWesolutions\201340 RFA 2013 Solid Waste System.Doc 26170.00007\9172785,6