HomeMy WebLinkAbout17449 - RESOLUTIONS - 3/12/1991 RESOLUTION NO. 17449
RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF PALM SPRINGS, CALIFORNIA,
APPROVING AND AUTHORIZING, THE EXECUTION
OF A TRUST AGREEMENT, LEASE AGREEMENT AND
OTHER DOCUMENTS RELATING TO THE
CONVENTION CENTER FACILITIES AND OTHER
LEGAL DOCUMENTS WITH RESPECT TO THE CITY
OF PALM SPRINGS FINANCICNG AUTHORITY
REVENUE (LEASE PAYMENTS) BONDS, 1991,
SERIES A (CONVENTION CENTER PROJECT)
WHEREAS, on November 5, 1984, the City Council (the
"City Council") of the City of Palm Springs (the "City") ,
adopted a Resolution entitled "RESOLUTION .AUTHORIZING
DELIVERY OF THE CITY OF PALM SPRINGS CERTIFICATES OF
PARTICIPATION (CONVENTION CENTER PROJECT) FOR THE PURPOSE OF r
FINANCING THE ACQUISITION AND DEVELOPMENT OF A CONVENTION
CENTER FACILITY (THE "PROJECT") AND AUTHORIZING THE EXECUTION
AND DELIVERY OF VARIOUS DOCUMENTS PERTAINING TO THE PROJECT;
and
WHEREAS, $36,670, 000 aggregate principal amount of
Certificate of Participation (Convention Center Project (the
"Certificates of Participation") were sold and delivered on
November 5, 1984; and
WHEREAS, on December 31 , 1984 , the City Council adopted
a Resolution entitled, "RESOLUTION APPROVING; THE FORM OF AN
AMENDED AND RESTATED TRUST AGREEMENT, DATED AS OF NOVEMBER 1,
1984, BY AND AMONG FIRST INTERSTATE BANK OF CALIFORNIA, THE
CITY OF PALM SPRINGS AND SENCA PALM SPRINGS, INC. ;
AUTHORIZING THE EXECUTION THEREOF; AMENDING A CERTAIN _
RESOLUTION OF THE CITY OF PALM SPRINGS ADOPTED ON NOVEMBER 1,
1984 ; AND PROVIDING AN :EFFECTIVE DATE;" and
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WHEREAS, on March 28, 1985, the City council adopted a
Resolution entitled, 01RESOLU7.'ION APPROVING THE FORM OF A
SECOND AMENDED AND RESTATED TRUST AGREEMENT, DATED AS OF
NOVEMBER 11 1984, BY AND AMONG FIRST INTERSTATE 'BANK OF
CALIFORNIA, THE CITY OF PALM SPRINGS AND SENCA PALM SPRINGS,
INC. ; APPROVING THE .FORM OF AN AMENDED AND RESTATED A
:INSTALLMENT SALE AGREEMENT, DATED AS OF NOVEMBER 1, 1984, BY
AND BETWEEN SENCA PALM SPRINGS, INC. AND THE CITY OF PALM
SPRINGS; AUTHORIZING THE EXECUTION THEREOF; APPROVING THE
FORM OF AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT, DATED
,AS OF DECEMBER 31, 1984 , BY AND BETWEEN THE CITY OF PALM
SPRINGS AND EACH OF ELEVEN LIMITED PARTNERSHIPS; AMENDING A
CERTAIN RESOLUTION OF THE CITY OF PALM SPRINGS ADOPTED ON
DECEMBER 31, 1984 ; APPROVING THE OFFICIAL STATEMENT AND
RATIFYING THE USE OF THE PRELIMINARY OFFICIAL STATEMENT
RELATING TO THE REMARKETING OF THE CERTIFICATES OF
y
PARTICIPATION (CONVENTION CENTER PROJECT) ; APPOINTING A
PAYING AGENT WITH RESPECT TO SAID CERTIFICATES; AUTHORIZING
THE REMARKETING OF SAID CERTIFICATES; ACCEPTING THE
RESIGNATION OF A REMARKETING AGENT AND WAIVING A THIRTY DAY
NOTICE PERIOD IN CONNECTION THEREWITH; AUTHORIZING OFFICIALS
OF THE CITY TO TAKE ANY AND ALL ACTION NECESSARY IN
CONNECTION WITH THE REMARKETING OF SAID CERTIFICATES;
RATIFYING, CONFIRMING AND APPROVING ALL ACTIONS HERETOFORE
TAKEN IN CONNECTION WITH SAID CERTIFICATES, AND PROVIDING AN
EFFECTIVE DATE; and
WHEREAS, the aforementioned Certificates of
Participation were redeemed on December 31, 1985 in
accordance with the terms of the Second Amended and Restated
Trust Agreement; and
WHEREAS, on December 18, 1985 the City council adopted a
y Resolution, entitled A RESOLUTION OF THE CITY OF PALM SPRINGS
APPROVING AND AUTHORIZING THE EXECUTION OF SUBLEASE AGREEMENT
RELATING TO CONVENTION CENTER FACILITIES AND OTHER LEGAL
DOCUMENTS WITH RESPECT THERETO, pursuant to which the 1985
Certificates of Participation (Convention Center Project)
• (the 111985 Certificates") were issued in an aggregate
principal amount of $35, 000, 000, the proceeds of which were
used to replace the proceeds of the Certificates of
• Participation authorized, sold and delivered on November 5,
1984, which were not expended on the Project for which such
Certificates of Participation were issued.
WHEREAS, the City Council has issued the 1988 Refunding
Certificates of Participation (Convention Center Project)
(the 111988 Certificates") in an aggregate principal amount
not to exceed $39,500, 000, the proceeds of which were to pay
and discharge the 1985 Certificates.
WHEREAS, the City Council has determined to refund the
1988 Certificates through the issue of the City of Palm
Springs Financing Authority Revenue (Lease Payments) Bonds,
1991 Series A ("Series A Bonds") not to exceed the aggregate
amount of $ 51,000,000.00 .
NOW THEREFORE BE IT RESOLVED by the City Council of the City
of Palm Springs that:
Section 1. The form of the Trust Agreement Relating to
Convention Center Facilities (the "Trust
Agreement") , dated as of April 1„ 1991, by and
among First Interstate Bank of California, as
Trustee (the "Trustee") , the City of Palm
Springs ("City") and the City of Palm Springs
Financing Authority ("Authority") submitted
• herewith is hereby approved and the Mayor or
City Manager and other appropriate officials
of City are hereby authorized and directed to
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execute, acknowledge and deliver, in the name
and on behalf of City, the Trust Agreement,
with such changes therein not inconsistent
with this resolution and not substantially
adverse to City as may be permitted under the
laws of the State and approved by the Mayor or
City Manager or any other officers executing
the same on behalf of City. The approval of
such changes by said Mayor or City Manager or
other o:f`fice:rs, and, that such are not
substantially adverse to City, shall be
conclusively evidenced by the execution of
such Trust Agreement.
Section 2 . The form of 'the Lease Agreement Relating to ,
Convention Center Facilities, dated as of
April 1, 1991, by and between Authority, as
Lessor, and City, as Lessee (the Lease
Agreement") submitted herewith is hereby
approved .and the Mayor or City Manager and
other appropriate officials of City are hereby
authorized and directed to execute,
acknowledge and deliver, in the name and on
behalf. of City, the Sublease Agreement, with
such changes therein not inconsistent with
this resolution and not substantially adverse
to the City as may be permitted under the laws
of the State and approved by ithe Mayor or City
Manager of any other officerrs executing the
same on behalf of City. The approval of such
changes by said Mayor or City Manager or other
officers, and that such are not substantially
adverse to City, shall be conclusively
evidenced by the execution of such Lease
Agreement,.
Section 3 . The form of the Assignment Agreement Relating
to Convention Centex Facilities, dated as of
April 1, 1991., by and among the Trustee, City,
and Authority (the "Assignment Agreement")
submitted herewith is hereby approved and the
Mayor or. City Manager and other appropriate
officials of City are hereby authorized and
directed to execute, acknowledge and deliver,
in the name and on behalf of City, the
Assignment Agreement, with such changes
therein not :inconsistent with this resolution
and not substantially adverse to City, as may
be permitted under the laws of the State and
approved by 'the Mayor or City Manager or any
other officer, and that such are not
substantially adverse to City, shall be -
conclusively evidenced by the execution of
such Assignment Agreement.
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Section 4 . The form of the Agency Agreement Relating to
Construction of Convention Center Facilities,
dated as of April 1, 1991, by and between City
and Authority (the "Agency Agreement") ,
' submitted herewith is hereby approved and the
Mayor or City Manager and other appropriate
officials of City are hereby authorized and
' directed to execute, acknowledge and deliver,
in the name and on behalf of City, the Agency
Agreement, with such changes therein not
inconsistent with this resolution and not
substantially adverse to City as may be
permitted under the laws of the State and
approved by the Mayor or City Manager or any
other officers executing the same on behalf of
City. The approval of such changes by said
Mayor or City Manager or other officers, and
that such are not substantially adverse to
City, shall be conclusively evidenced by the
• - execution of such Agency Agreement.
Section 5. The form of Escrow Deposit Agreement, dated as
of April 1, 1991, by and between First
Interstate Bank of California as Escrow Agent,
Authority and City, submitted herewith be and
is hereby approved in substantially the form
presented to this meeting, or with such
changes as may be approved by the Mayor or
City Manager of any other officers executing
the same, said officer's execution thereof to
' constitute conclusive evidence of said
officer's approval of all changes from the
form presented to this meeting, and each of
4 said officers be and is hereby authorized to
execute and deliver said Agreement.
Section 6. The form of the Site and Facilities Lease
dated as of April 1, 1991, relating to the
Lease of the Site and Facilities from City, as
Lessor, to Authority, as Lessee, submitted
herewith, be and is hereby approved in the
form presented to this meeting, or with such
changes as may be approved by the Mayor or
City Manager or any other officers executing
the same on behalf of City, said officer's
execution thereof to constitute conclusive
evidence of said officer's approval of all
changes from the form presented to this
meeting, and each of said officers be and is
hereby authorized to execute and deliver said
Agreement.
_ Section 7 . The form of the Termination of Lease Agreement
Relating to Convention Center Facilities,
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dated as of April 1, 1991, by and between the
City of Palm Springs Public Facilities
Corporation ("PFC") , as Lessor, and City, as
Lessee (the "Lease Agreement") submitted
herewith is hereby approved and the Mayor or
City Manager and other appropriate officials
of City are hereby authorized and directed to
execute, acknowledge and deliver, in the name
and on behalf of City, the Sublease Agreement,
with such changes therein not inconsistent
with this resolution and not substantially
adverse to the City as may be permitted under
the laws of the State: and approved by the
Mayor or City Manager of any other officers
executing the same on behalf of City. The
approval. of such changes by said Mayor or. City
Manager or other officers, and that such are
not substantially adverse to City, shall be
conclusively evidenced by the execution of
such Lease Agreement.
Section 8. The form of the Termination of Site and
Facilities; Sublease Agreement. Relating to
Convention Center Facilities, dated as of
April 1, 3.991, by and between City, as Lessor,
and PFC, as ]Lessee (the "Lease Agreement")
submitted herewith is hereby approved and the
Mayor or City Manager and other appropriate
officials of City are hereby authorized and
directed to execute, acknowledge and deliver,
in the name and on behalf of City, the
Sublease Agreement, with such changes therein
not inconsistent with this resolution and not
substantially adverse to the City as may be
permitted under the laws of the State and
approved by the Mayor or City Manager of any
other officers executing the same on behalf of a
City. The approval of such changes by said
Mayor or City Manager or other officers, and
that such are not substantially adverse to
City, shall be: conclusively evidenced by the
execution of such Lease Agreement.
Section 9. The Preliminary official Statement, in the •+
form attached hereto, and the distribution
thereof are hereby ratified, confirmed and
approved, with such changes, modifications,
insertions and deletions as may be approved by
Special Counsel to City. A final official
Statement shall be prepared and is hereby
approved for use with respect to the marketing
of the Series A Bonds shall be substantially
in the form of the: Preliminary Official
Statement, wi.t•h such changes, modifications,
insertions and deletions as may be approved by
special counsel to City and the Mayor or City
Manager is hereby authorized and directed to
execute the same.
Section 10. The Mayor or City Manager or Treasurer or any
other appropriate officers of City are further
authorized and directed to execute such
certifications, financing statements,
assignments, the official statements and
instruments as are, in the opinion of Special
Counsel, necessary or appropriate to perfect
the assignments set forth in the Trust
Agreement and to consummate the transactions
contemplated by this Resolution and provided
for in the aforementioned documents.
Section 11. It is found and determined that all formal
actions of City concerning and relating to the
adoption of this Resolution were adopted in an
_ open meeting of the City Council, and that all
deliberations of the City Council and of any
of its committees that resulted in these
formal actions, were in meetings open to the
public in compliance with all legal
* requirements.
Section 12. All actions heretofore taken by City or any of
its officials, officers or employees in
connection with the sale and delivery or
remarketing of the Series A Bonds are hereby
ratified, confirmed and approved.
Section 13 . Prior Resolutions. Any resolutions of the
City council adopted prior to this resolution
are, to the extent they are inconsistent or
conflict with this resolution, hereby repealed
and rescinded.
Section 14 . This resolution shall take effect and be in
force immediately upon its adoption.
" ADOPTED this 12 th day of March , 1991.
AYES: Councilmembers Broich, Hodges, Murawski , Neel and Mayor Bono
NOES: None
ABSENT: None
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ATTEST: / C OF PALM SP S, CALIFORNIA
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Ci-t�y Clerkager
REVIEWED & APPROVED
5/124/014084-0030/019