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HomeMy WebLinkAbout92-53 92-53 RESOLUTION NO. RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, ESCROW AGREEMENTS, A PURCHASE CONTRACT AND AN OFFICIAL STATEMENT, THE ISSUANCE AND SALE OF NOT TO EXCEED $27,000,000 OF ELECTRIC REVENUE REFUNDING BONDS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH The City Council of the City of Ukiah finds and resolves as follows: WHEREAS, the City of Ukiah (the "City") has previously issued $21,585,000 of its Electric Revenue Bonds, Refunding Series 1986 A pursuant to Resolution No. 86-53, as supplemented by Resolution No. 86-54, each adopted by the City Council on June 4, 1986, for the purpose of refunding the City's outstanding Electric Revenue Bonds, Series A, and $2,890,000 of its Electric Revenue Bonds, Series 1986 B pursuant to Resolution 86-53, adopted by the City Council on June 4, 1986, as supplemented by Resolution No. 87-8, adopted by the City Council on July 16, 1986, for the purpose of providing funds for the Lake Mendocino Project (collectively referred to herein as the "Refunded Bonds"); and WHEREAS, the City has determined that it is in the City's best interests to issue at this time bonds as authorized herein for the purpose of advance refunding the Refunded Bonds. NOW, THEREFORE, it is resolved by the City Council of the City of Ukiah as follows: SECTION 1. Approval of ISsuance and Sale of Bonds. The issuance and sale of the City of Ukiah Electric Revenue Bonds, Refunding Series 1992 (the "Bonds"), in an aggregate principal amount not to exceed $27,000,000, for the purpose of refunding the Refunded Bonds, is hereby authorized and approved. The City Manager of the City (the "City Manager"), for and in the name and on behalf of the City, is hereby authorized and directed to take all actions necessary to effect the issuance and sale of the Bonds. NUMATTER/535 SECTION 2. Indenture of Trus~. The form of the Indenture of Trust (the "Indenture of Trust") between the City and the trustee named thereunder (the "Trustee"), presented to this meeting and on file with the City Clerk (the "Clerk"), is hereby approved. The City Manager, the Director of Electric Utility of the City (the "Director of Electric Utility") and such other person or persons designated by the City Manager are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee said Indenture of Trust in substantially said form, with such changes therein as such officer or person or persons may require or approve,, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. Purchase Contract. The City Manager is hereby directed to cause Morgan Stanley & Co. Incorporated, as underwriter (the "Underwriter"), to prepare a Purchase Contract (the "Purchase Contract") between the City and the Underwriter. The City Manager, the Director of Electric Utility and such other person or persons designated by the City Manager are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Underwriter the Purchase Contract, with such changes therein as such officer or person or persons may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the average interest rate or yield payable with respect to the Bonds does not exceed 7.00%, the underwriting discount does not exceed 1.20% and the aggregate principal amount of the Bonds does not exceed $27,000,000. SECTION 4. Preliminary Official Statement. The City Manager is hereby directed to cause the Underwriter to prepare a Preliminary Official Statement and ~n Official Statement relating to the Bonds, to be used in connection with the offering and sale of the Bonds. The City Manager or the Director of Electric Utility is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Underwriter said Official Statement and to execute a certificate as to the finality of the Preliminary Official Statement with respect to SEC Rule 15c2-12 under the Securities and Exchange Act of 1934. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement and the Official Statement to persons who may be interested in the purchase of the Bonds, and is further directed to deliver copies of any final Official Statement to all actual purchasers of the Bonds. NUMATTER/535 SECTION 5. Escrow AgreementS. The forms of the Escrow Agreements (the "Escrow Agreements") between the City and Bank of America National Trust and Savings Association, as fiscal agent for the Refunded Bonds, presented to this meeting and on file with the Clerk, are hereby approved. The City Manager, the Director of Electric Utility and such other person or persons designated by the City Manager are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to Bank of America National Trust and Savings Association said Escrow Agreements in substantially said form, with such changes therein as such officer or person or persons may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 6. Attestations. The Clerk or persons as may have been designated by the City Manager are hereby authorized and directed to attest the signature of the City Manager, the Director of Electric Utility or of such other person or persons as may have been designated by the City Manager, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of the Indenture of Trust, the Escrow Agreements, the Purchase Contract and the official Statement. SECTION 7. 0thor ACtions. The City Manager, the Director of Electric Utility or the designees of either of such officers are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance and sale of the Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Bonds, the Indenture of Trust, the Escrow Agreements, the Purchase Contract, the Preliminary official Statement and the Official Statement. Such actions heretofore taken by such officer or his designees are hereby ratified, confirmed and approved. NUMATTER/535 PASSED AND ADOPTED this 6th day of May, 1992, by the following vote: AYES' McMichael, Schneiter and Mayor Henderson NOES' None ABSTENTIONS: None ABSENT: Wattenburger and Shoemaker Mayor Colleen B. Henderson NUMATTER/535