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HomeMy WebLinkAbout17267 - RESOLUTIONS - 9/12/1990 PALM0001-7\es 09\12\90 4 :40 RESOLUTION NO. 17267 RESOLUTION OF THE COUNCIL OF THE CITY OF PALM SPRINGS CONCERNING THE DELIVERY OF CERTAIN CERTIFICATES OF PARTICIPATION TO FINANCE A CERTAIN RESIDENTIAL CARE FACILITY FOR THE ELDERLY AND AUTHORIZING THE EXECUTION OF CERTA.1N DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the City of Palm Springs, a municipal corporation and general law city duly organized and existing under and pursuant to the constitution and laws of the State of r California (the "City") , has full legal right, power and authority under provisions of the California Government Code, particularly Chapter 5 of Part 2 of Division 3 of Title 4 thereof as found at Section 37350 et sec . (the "Act") , to purchase, sell and lease both personal and real property for the common benefit and as is necessary or proper for municipal purposes; WHEREAS, United Community Housing and Development Corporation, being a nonprofit company organized under the nonprofit company law of the State of California and an organization described in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (the "Company") , has proposed that the City provide financing for the development of a certain forty-six (46) unit licensed residential care facility for the elderly to be located within the City (the "Facility") , including but not limited to the acquisition, construction and equipping and operation of the Facility and payment of fees and expenses incurred in connection with the foregoing financing, which financing shall be accomplished by means of a purchase and sale arrangement (the "Project") ; and WHEREAS, on September 5, 1990, the City adopted a resolution (the "Initial Resolution") giving its preliminary approval to the proposed execution and delivery of certain Certificates of Participation (Palm Springs Assisted Living Center) , 1990 Series (the "Certificates") , to finance the Facility; and - 1 - WHEREAS, the City and the Company have initiated certain actions in connection with the execution and delivery of the Certificates in order to finance the Project; and WHEREAS, in connection with the delivery of the Certificates the City proposes to enter into a certain installment Sale Agreement and an Installment Purchase Agreement with the Company pertaining to the acquisition and sale of the Facility `I which comprises the Project; and J WHEREAS, the City proposes to enter into a Trust + Agreement with a trustee bank and the Company pertaining 'to the execution and delivery of the Certificates; and WHEREAS, the City and Company propose to enter .into a certain Assignment Agreement with the trustee bank pertaining to the assignment of their respective rights in connection with the financing of the Project; and WHEREAS, the City proposes to enter into a certain Certificate Purchase Contract and has caused the Preparation of a Preliminary Official Statement in connection with the sale of the Certificates; and WHEREAS, the City may deem it necessary to enter into certain other documents pertaining to the Certificates in order to accomplish the financing and development of the Project; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Palm Springs, California, as follows: Section 1. The financing of the Project through the acquisition and sale of certain property as accomplished under and pursuant to the Act and the .issuance of the Certificates in connection therewith is hereby approved. The Certificates shall be designated the "City of Palm Springs Certificates of Participation 0 2 - (Palm Springs Assisted Living Center) " and shall be executed and sold for the purposes of financing: (i) the acquisition and improvement of the Project as more fully described in the Trust Agreement (ii) a reserve fund for the Certificates and (iii) the costs of issuing the Certificates which shall include an underwriters discount. Section 2 . The Certificates are to be revenue obligations of the City payable solely from the payment received from the Company pursuant to the Installment Sale Agreement and are not to be secured by the taxing powers or general credit of the City. Section 3 . The form of the documents pertaining to the Certificates as more fully described in the recitals hereof and presented to this meeting and on file with the City Clerk, .including the form of the Preliminary Official Statement are hereby approved. The Mayor, the Finance Director, the City Attorney and such other persons designated by the Mayor are hereby authorized and directed for and in the name and on behalf of the City, to execute, acknowledge and deliver said documents in substantially the form as they presently exist, with such changes therein as such persons who are authorized to execute such documents may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4 . The Mayor or such other persons designated by the Mayor are further authorized and directed to enter into such other agreements and documents and to determine such other fees and expenses payable pursuant thereto in order to consummate and give effect to the financing. The execution and delivery of the documents referred to above by the Mayor or his designees shall conclusively evidence the approval by the City of each of such documents and agreements and the fees and expenses thereunder. 3 r Section 5. The City Clerk is hereby authorized and directed to attest the signature of the Mayor or such other person designated by the Mayor 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 documents and agreements. Section 6. The City Manager or such other person designated by the City Manager is hereby authorized to take any and all actions and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale, execution and delivery of the Certificates .and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Certificates and the documents reiating thereto. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved„ Section 7. This ]Resolution shall. take effect immediately upon its passage. ADOPTED this 19th day of September 1990. AYES: Councilmembers Broich, Hodges, Murawski , Neel and Mayor Bono NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALI:FORNIA By 'City Clerk Acting City Manager REVIEWED AND APPROVED: _ PALM0001-7