HomeMy WebLinkAbout7308_CCv0001.pdf RESOLUTION NO. 7308
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS
APPROVING A SOLID WASTE INSTALLMENT SALE AGREEMENT, AN
AGENCY AGREEMENT AND A BOND PURCHASE AGREEMENT,
AUTHORIZING CHANGES THERETO AND EXECUTION THEREOF:
APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT AND
CONTINUING DISCLOSURE CERTIFICATE; AND AUTHORIZING
RELATED ACTIONS AND EXECUTION OF RELATED DOCUMENTS IN
CONNECTION THEREWITH
WHEREAS, the City of Redlands (the "City") has requested assistance from the
Redlands Financing Authority (the "Authority") in providing funds to enable the City to finance
certain obligations of the City's solid waste system(the"2013 Project"); and
WHEREAS,the Authority intends to issue its Solid Waste Revenue Bonds, Series 2013A
(the "Series 2013A Bonds") pursuant to a Trust Agreement (the "Trust Agreement"), by and
between the Authority and U.S. Bank National Association (the "Trustee"), to provide funds for
financing of the 2013 Project, and to pay costs of issuance; and
WHEREAS. the City finds and determines that the Authority's issuance and sale of the
Series 2013A Bonds will result in significant public benefits, including demonstrable savings in
effective interest rate, bond preparation, bond underwriting discount, original issue discount or
bond issuance costs and more efficient delivery of local agency services to residential and
commercial development; and
WHEREAS, in furtherance of implementing the proposed financing, there has been filed
with the City Clerk for consideration and approval by this City Council the following documents
(collectively,the"Financing Documents"):
(a) a 2013 Solid Waste Installment Sale Agreement, under the terms of which the
City will finance the 2013 Project;
(b) 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:
(c) 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;
(d) a Preliminary Official Statement, describing the Series 2013A Bonds and the
financing of the 2013 Project; and
(e) a Continuing Disclosure Certificate, for the purpose of making undertakings to
provide certain annual financial information and notice of material events as required by
Securities Exchange Commission Rule 15c2-12,-
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WHEREAS, being fully advised in the matter of the proposed financing of the 2013
Project, this City Council wishes to approve the form and substance of the Financing Documents
and to authorize execution thereof on behalf of the City;
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Redlands,
as follows:
Section 1. Recitals. The foregoing recitals are true and correct,and this City Council
so finds and determines.
Section 2. Installment Sale Agreement. The form and substance of the 2013 Solid
Waste Installment Sale Agreement is hereby approved. The Mayor, the City Manager or the
Finance Director (each an "Authorized Officer") are each hereby authorized, acting singly, to
execute the 2013 Solid Waste Installment Sale Agreement, and to approve modifications and
changes to the 2013 Solid Waste Installment Sale Agreement not inconsistent with its essential
terms, such approval to be conclusively established by execution thereof.
Section 3. Bond Purchase gAreement. The form and substance of the Bond Purchase
Agreement, which shall be entered into with the Authority and Citigroup 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 City, to approve the execution and delivery of
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 4. Ageng 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 City, 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 5. 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 City
Council 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.
Section 6. Continuing Disclosure Certificate. The form and substance of the
Continuing Disclosure Certificate is hereby approved. Each Authorized Officer, acting singly, is
hereby authorized to execute the Continuing Disclosure. Certificate, and to approve modifications
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and changes to the Continuing Disclosure Agreement not inconsistent with its essential terms,
such approval to be conclusively established by execution thereof.
Section 7. Other Acts. The officers and employees of the City are hereby authorized
and directed,jointly and severally, to do any and all things and to execute and deliver any and all
agreements, documents and certificates which they may deem necessary or advisable in order to
consummate the financing of the 2013 Project, 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 Agency Agreement, the Bond Purchase
Agreement and the Official Statement, including assisting the Authority in obtaining bond
insurance and/or a reserve fund surety if it is determined that it will benefit the financing. Such
actions heretofore taken by such officers are hereby ratified, confirmed and approved.
Section 8. Effective Date. This resolution shall take effect immediately upon its
passage.
PASSED AND ADOPTED this I st day of October, 2013.
Pete Aguilar'-,"Mayor
ATTEST:
Sam Irwi -i Clerk
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CLERK'S CERTIFICATE
1, Sam Irwin,City Clerk of the City of Redlands, do hereby certify as follows:
The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the City Council of said City duly and regularly held at the regular meeting
place thereof on October 1, 2013, of which meeting all of the members of said City Council had
due notice and at which a majority thereof were present; and that at said meeting said resolution
was adopted by the following vote:
AYES: Councilmembers Harrison, Foster, Gardner, Gilbreath; Mayor Aguilar
NOES: None
ABSENT: None
ABSTAINED: 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, City Clerk
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