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HomeMy WebLinkAbout25246RESOLUTION NO.25246 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS CAPACITY AS THE SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF 2024 TAX ALLOCATION REFUNDING PARITY BONDS TO REFUND CERTAIN OUTSTANDING OBLIGATIONS OF THE SUCCESSOR AGENCY, APPROVING THE EXECUTION AND DELIVERY OF A THIRD SUPPLEMENT TO INDENTURE OF TRUST, ESCROW DEPOSIT AND TRUST AGREEMENT, BOND PURCHASE AGREEMENT AND A PRELIMINARY AND FINAL OFFICIAL STATEMENT AND PROVIDING OTHER MATTERS RELATING TO THE ISSUANCE OF THE REFUNDING BONDS. WHEREAS, the Community Redevelopment Agency of the City of Palm Springs (the `Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the "Redevelopment Law"); and WHEREAS, redevelopment plan for the redevelopment project areas designated "Palm Springs Merged Redevelopment Project No. 1" and "Palm Springs Merged Redevelopment Project No. 2" in the City of Palm Springs, California were adopted in compliance with all requirements of the Redevelopment Law; and WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code (unless otherwise noted, all Section references hereinafter being to such Code), the Former Agency has been dissolved and no longer exists as a public body, corporate and politic, and pursuant to Section 34173, the City of Palm Springs has become the successor entity to the Former Agency (the "Successor Agency"); and WHEREAS, Section 34177.5(a)(1) authorizes the Successor Agency to undertake proceedings for the refunding of outstanding bonds and other obligations of the Successor Agency in order to achieve debt service savings within the parameters set forth in Section 34177.5(a)(1) (the "Savings Parameters"), and to issue bonds for such purpose pursuant to Article 11,(commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the `Refunding Law"); and WHEREAS, the Successor Agency has previously issued its Successor Agency to the Palm Springs Community Redevelopment Agency 2014 Subordinate Tax Allocation Refunding Bonds (the "2014 Prior Bonds"), in the original aggregate principal amount of ' $15,635,000, which refunded prior bonds of the Former Agency on a current basis; and Resolution No. 25246 Page 2 WHEREAS, the Successor Agency has determined, based on current conditions ' in the municipal bond market, that it will achieve debt service savings by refunding the 2014 Prior Bonds in compliance with the Savings Parameters as evidenced by the analysis prepared by its Municipal Advisor, Harrell & Company Advisors, LLC describing potential savings that will accrue to the Successor Agency and to applicable taxing entities as a result of the refunding. of the 2014 Prior Bonds (the "Debt Service Savings Analysis"); and WHEREAS, in connection with the issuance of the 2014 Prior Bonds, the Successor Agency entered into an Indenture of Trust dated as of July 1, 2014 (the "2014 Bond Indenture"), between the Successor Agency and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"); and WHEREAS, the Successor Agency issued additional bonds in 2017 Bonds (the "2017 Bonds") for the purposes of refunding outstanding bonds of the Former Agency, each pursuant to a First Supplemental Indenture of Trust (the "First Supplement") and a Second Supplemental Indenture of Trust (the "Second Supplement"), each dated as of November 1, 2017, and each by and between the Successor Agency and the Trustee; and WHEREAS, the Successor Agency proposes to achieve the potential debt service savings evidenced by the Debt Service Savings Analysis with respect to the refunding of the 2014 Prior Bonds by the issuance of its Successor Agency to the Palm Springs ' Community Redevelopment Agency 2024 Tax Allocation Refunding Parity Bonds (the "Refunding Bonds"), with a lien on Tax Revenues subject to the prior pledge of the Former Agency's Merged Project No. 1 Taxable Tax Allocation Bonds, 2007 Series B (the "200713 Bonds") and on a parity with the 2017 Bonds, pursuant to the Law, the Refunding Law and a Third Supplement to Indenture of Trust (the "Third Supplemental Indenture") between the Successor Agency and the Trustee, in substantially the form on file with the City Clerk, acting in the capacity as secretary of the Successor Agency and presented at this meeting (the "Secretary"); and WHEREAS, pursuant to Section 34179, an oversight board (the "Oversight Board") has been established for the Successor Agency and the Successor Agency requests that the Oversight Board direct the Successor Agency to undertake proceedings for the issuance of the Refunding Bonds, it being understood that such direction by the Oversight Board will enable the Successor Agency to recover its related costs in connection with the refunding proceedings, as authorized by Section 34177.5(f); and WHEREAS, the Successor Agency, with the aid of its staff, has reviewed the Third Supplemental Indenture, the Escrow Deposit and Trust Agreement relating to the refunding of the 2014 Prior Bonds (the "Escrow Agreement") and the Bond Purchase Agreement and the Successor Agency wishes to authorize the issuance, sale and delivery of the Refunding Bonds and to approve the Third Supplemental Indenture, the Escrow Agreement and the Bond Purchase Agreement; and I Resolution No. 25246 Page 3 WHEREAS, the Successor Agency also requests that the Oversight Board ' approve the issuance, sale and delivery of the Refunding Bonds, by the Successor Agency, as authorized by Section 34177.5(f), and that the Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings and the issuance, sale and delivery of the Refunding Bonds; and WHEREAS, the Successor Agency has determined to sell the Refunding Bonds to Hilltop Securities, Inc. (the "Underwriter") pursuant to a Bond Purchase Agreement between the Successor Agency and the Underwriter (the `Bond Purchase Agreement'), the form of which is on file with the Secretary and presented at this meeting; and WHEREAS, the Successor Agency has caused to be prepared a form of Official Statement describing the Refunding Bonds and containing material information relating to the Refunding Bonds and a continuing disclosure certificate of the Successor Agency, the preliminary forms of which are on file with the Secretary and presented at this meeting; and WHEREAS, pursuant to Government Code Section 5852.1, Successor Agency has obtained from Harrell & Company, Advisors, its Municipal Advisor (the "Municipal Advisor"), certain good faith estimates of (a) the true interest cost of the Refunding Bonds, (b) the finance charge of the Refunding Bonds, (c) the amount of proceeds received for the sale of the Refunding Bonds, less the finance charge and any reserves or capitalized ' interest paid or funded with the proceeds of the Refunding Bonds, and (d) the total payment amount calculated to the final maturity of the Refunding Bonds, and such estimates are disclosed in the report presented to this meeting. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS CAPACITY AS THE SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, AS FOLLOWS: SECTION 1: Determination of Savings. The Successor Agency has determined that there are significant potential savings available to the Successor Agency and to applicable taxing entities in compliance with the Savings Parameters by the issuance by the Successor Agency of the Refunding Bonds to provide funds to refund the 2014 Prior Bonds, all as evidenced by the Debt Service Savings Analysis on file with the Secretary, which Debt Service Savings Analysis is hereby approved. SECTION 2: Request for Direction. The Oversight Board is hereby requested to direct the Successor Agency to undertake the refunding proceedings pursuant to Section 34177.5(a)(1) for the issuance, sale and delivery of the Refunding Bonds. SECTION 3: Approval of Issuance of the Refunding Bonds. The Successor Agency hereby authorizes and approves the issuance of the Refunding Bonds pursuant ' to the Refunding Law in the aggregate principal amount of not to exceed $6,200,000 in one or more series for the purpose of providing funds to refinance the 2014 Prior Bonds Resolution No. 25246 Page 4 in whole or in part. The Successor Agency further authorizes the sale of the Refunding Bonds, provided that the Refunding Bonds shall bear interest at such rates and shall be ' sold at such a price so as to achieve the Savings Parameters required to be met by Section 34177.5(a)(1). SECTION 4: Third Supplemental Indenture. The Successor Agency hereby approves the Third Supplemental Indenture which supplements the 2014 Bond Indenture for the purpose of prescribing the terms and provisions of the Refunding Bonds and the application of the proceeds of the Refunding Bonds. Each of the Mayor, as the presiding officer of the Successor Agency, or the City Manager of the City of Palm Springs, as the chief administrative officer of the Successor Agency (each, an "Authorized Officer"), is hereby authorized and directed to execute and deliver, and the Secretary, is hereby authorized and directed to attest to, the Third Supplemental Indenture for and in the name and on behalf of the Successor Agency, in substantially the respective form on file with the City Clerk and presented at this meeting, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of the Third Supplemental Indenture. The Successor Agency hereby authorizes the delivery and performance of the Third Supplemental Indenture. SECTION 5: Issuance in Separate Series. The Refunding Bonds may be issued as a single issue, or from time to time in separate series, as the Successor Agency shall determine. The approval of the issuance of the Refunding Bonds by the Successor ' Agency and by the Oversight Board shall constitute the approval of each and every separate series of Refunding Bonds, without the need for any further approval from the Oversight Board, provided that each such separate series of Refunding Bonds complies with the Saving Parameters required to be met by Section 34177.5(a)(1). SECTION 6: Escrow Agreement. The Successor Agency hereby approves the Escrow Agreement prescribing the provisions for refunding the 2014 Prior Bonds. Each Authorized Officer is hereby authorized and directed to execute and deliver, and the Secretary, is hereby authorized and directed to attest to, the Escrow Agreement for and in the name and on behalf of the Successor Agency, in substantially the forms on file with the City Clerk and presented at this meeting, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of the Escrow Agreement. The Successor Agency hereby authorizes the delivery and performance of the Escrow Agreement. SECTION 7: Sale of the Refunding Bonds. The Successor Agency hereby approves the sale of the Refunding Bonds to the Underwriter pursuant to and in accordance with the Bond Purchase Agreement. An Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to sell each series of the Refunding Bonds to the Underwriter and to execute and deliver the Bond Purchase Agreement, subject to the terms and conditions of the Bond Purchase , Agreement; provided, however, that (a) the aggregate principal amount of the Refunding Resolution No. 25246 Page 5 Bonds shall not to exceed $6,200,000, (b) the Refunding Bonds shall bear interest at such ' rates and shall be sold at such a price so as to achieve the Savings Parameters required to be met by Section 34177.5(a)(1), and (c) the amount of Underwriter's discount on the sale of each series of Refunding Bonds shall not exceed 0.5% of the aggregate principal amount of such series of Refunding Bonds, excluding original issue discount. SECTION 8: Approval of Official Statement. The Successor Agency hereby approves the preliminary Official Statement describing the Refunding Bonds, in substantially the form on file with the Secretary and presented at this meeting. Distribution of the preliminary Official Statement by the Underwriter is hereby approved, and, prior to the distribution of the preliminary Official Statement, either Authorized Officer is authorized and directed, on behalf of the Successor Agency, to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by an Authorized Officer, and such information permitted to be excluded from the preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Refunding Bonds, and the Authorized Officer is authorized and directed to execute and deliver the final Official Statement for and on behalf of the Successor Agency, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter a Continuing Disclosure Certificate substantially in the form appended to the final Official Statement. ' SECTION 9: Oversight Board Approval of the Issuance of the Refunding Bonds. The Successor Agency hereby requests that the Oversight Board approve the issuance, sale and delivery of the Refunding Bonds pursuant to this Resolution and the Third Supplemental Indenture, as above described. SECTION 10: Filing of this Resolution. The Secretary is hereby authorized and directed to file a certified copy of this Resolution with the Oversight Board, together with the Debt Service Savings Analysis, and, as provided in Section 34180Q), with the Riverside County Administrative Officer, the Riverside County Auditor -Controller and the California Department of Finance. SECTION 11: Determinations by the Oversight Board. The Successor Agency requests that the Oversight Board make the following determinations upon which the Successor Agency will rely in undertaking the refunding proceedings and the issuance, sale and delivery of the Refunding Bonds: (a) The Successor Agency is authorized, as provided in Section 34177.5(f), to recover its costs related to the issuance of the Refunding Bonds from the proceeds of the Refunding Bonds, including the cost of reimbursing the City of Palm Springs for administrative staff time spent with respect to the authorization, issuance, sale and delivery of, the Refunding Bonds; I(b) The application of proceeds of the Refunding Bonds by the Successor Agency to the refunding and defeasance of the 2014 Prior Bonds, as well Resolution No. 25246 Page 6 as to the payment by the Successor Agency of all costs of issuance of the ' Refunding Bonds; as provided in Section 34177.5(a), shall be implemented by the Successor Agency promptly upon sale and delivery of the Refunding Bonds, and, notwithstanding Section 34177.3 or any other provision of law to the contrary, no further approval of the Oversight Board, the California Department of Finance, the Riverside County Auditor -Controller or any other person or entity other than the Successor Agency shall be required; (c) The Successor Agency shall be entitled to receive its full Administrative Cost Allowance under Section 34183(a)(3) without any deductions with respect to continuing costs related to the Refunding Bonds, such as trustee's fees, auditing and fiscal consultant fees and continuing disclosure and rating agency costs (collectively, "Continuing Costs of Issuance"), and such Continuing Costs of Issuance shall be payable from property tax revenues pursuant to Section 34183. In addition and as provided by Section 34177.5(f), if the Successor Agency is unable to complete the issuance of the Refunding Bonds for any reason, the Successor Agency shall, nevertheless, be entitled to recover its costs incurred with respect to the refunding proceedings from such property tax revenues pursuant to Section 34183 without reduction in its Administrative Cost Allowance. SECTION 12: Appointments. The appointments of Harrell & Company, Advisors, as Municipal Advisor, and Best Best & Krieger LLP, as bond counsel and disclosure ' counsel, are hereby confirmed to act on behalf of the Successor Agency in the presentation of this Resolution and the Debt Service Savings Analysis to the Oversight Board and for purposes of the proceedings for the issuance, sale and delivery of the Refunding Bonds. SECTION 13: Official Actions. The Authorized Officers and any and all other officers of the Successor Agency are hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance and to implement the sale and delivery of the Refunding Bonds to the Underwriter. Whenever in this Resolution any officer of the Successor Agency is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. SECTION 14: Effective Date. This Resolution shall take effect from and after its passage and adoption. Resolution No. 25246 Page 7 ADOPTED THIS 12TH DAY OF SEPTEMBER 2024. Scott C. Stiles, City Manager ATTEST: Dutc' Brenda Pree, City Clerk CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS) I, BRENDA PREE, City Clerk of the City of Palm Springs, hereby certify that Resolution No. 25246 is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on September 12, 2024, by the following vote: AYES: Councilmembers Garner, Holstege, and Middleton; Mayor Pro Tern deHarte; and Mayor Bernstein NOES: None ABSENT: None RECUSED: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this 12th day of Septe ber 2024. Brenda ree, MMC, CERA, City Clerk City of Palm Springs, California