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Home My WebLink About17605 - RESOLUTIONS - 7/31/1991 RESOLUTION NO. 17605 •� OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA AUTHORIZING THE NOT TO EXCEED $20,000,000 PRINCIPAL AMOUNT 1991 CERTIFICATES of PARTICIPATION (MUNICIPAL GOLF COUJRSE PROJECT) APPROVING PRELIMINARY OFFICIAL STATEMENT AND DISTRIBUTION OF P1,:ZELIMINARY OFFICIAL STATEMENT, AUTHORIZING EXECUTION AND DELIVERY OF OFFICIAL STATEMENTS, TRUST ` AGREEMENT, LEASE AGREEMENT, ASSIGNMENT AGREEMENT, AGENCY AGREEMENT, SITE AND FACILITIES LEASE, AUTHORIZING THE SALE OF THE 1991 CERTIFICATES ON CERTAIN TERMS AND CONDITIONS, APPOINTING SPECIAL + COUNSEL, AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS, AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WI3:EREAS, the City of Palm Springs (the "City"' ) intends to authorize by a trust indenture the issuance by the 1991 Certificates of Participation (Municipal Golf Course Project) all in the principal amount of not to exceed $20 ,000,000 ( the 111991 Certificates" ) ; and WHEREAS, proceeds of the 1.991 Certificates will be used ( i) to acquire and/or construct certain capital facilities to be leased to the City or a related public agency; ( ii) to establish a reserve fund; ( ii.i ) to fund certain interest on the 1991 Certificates; and ( iv) to pay the coats of issuing the 1991 Certificates; and WHEREAS, it is desirable that the 1991 Certificates be offered for sale at this time; and WHEREAS, the City' s Underwriter with respect to the 1991 Certificates, Stone & Youngberg (the "Underwriter" ) , has caused or will cause Preliminary Official Statements and Official Statements for the 1991 Certificates to be submitted to the City for approval and the City' s Special Counsel, Rutan & Tucker, has caused a Lease Agreement, Assignment Agreement, Agency Agreement, Site and Facilities Lease and a form of Trust Agreement to be submitted to the City for approval, and the City now desires to approve and authorize execution of said documents; WHEREAS, there has been presented to the City Council of the City of Palm Springs I; "City Council" ) for approval the following documents: ( 1) "Trust Agreement, " dated as of October 1, 1991, by and between the City of Palm Springs Financing Authority (the "Authority" ) and First Interstate Bank, Ltd. , ( "Indenture" ) ; and ( 2) A Lease Agreement, dated as of October 1, c 1991 , by and between the Authority and the City ( "Lease Agreement" ) ; and ( 3) A Site and Facilities Lease dated as of October 1, 1991, by and between the Authority and the City ( "Site Lease" ) ; and J ( 4) An Agency Agreement, dated as of October 1, 1991, by and between the City and Authority ( "Agency Agreement" ) ; and Y, ( 5) Preliminary Official Statement; and WHEREAS, the City desires to authorize the sale of the 1991 Certificates upon the terms and conditions hereinafter set forth; Y 01 NOW, THEREFORE, the City of Palm Springs does hereby resolve and declare as follows: Section 1. Sale Authorized; Time and Place for Binds. The sale of not to exceed Twenty Million Dollars ( $20,000 ,000) principal amount City of Palm Springs 1991 Certificates of Participation (Municipal • Golf Course Expansion Project) (the "1991 Certificates" ) , to the Underwriter is hereby authorized subject to approval of a Bond Purchase Agreement . Section 2. Official Statement Authorized. The City hereby approves the preparation of Preliminary Official Statements ( the ' "Preliminary Official Statements" ) by the Underwriter and authorizes its distribution in connection with the sale ` of the 1991 Certificates. The City Manager is authorized to approve the amendment of the Preliminary Official Statement from time to time, pending distribution of the Preliminary Official Statement, as shall be required to cause the Preliminary Official Statement to contain any further information necessary to accurately describe the 1991 Certificates. The form of final Official Statement relating to the 1991 Certificates shall be submitted to the City Manager or the Assistant City Manager for approval prior to its use. -2- Section 3. Furnishing of Official Notice of Sale and Preliminary Official Statement. The City Clerk and, the Underwriter are hereby authorized and directed to cause to be furnished a reasonable number of copies of the Preliminary Official Statements . Section 4 . Filing_of CDAC Notice. The City hereby approves the filing by the Special Counsel of a notice of the City' s intent to sell the Certificates with the California Debt Advisory Commission pursuant to Section 8855 of the California Government Code„ Section 5 . Issuance and Sale of 1991_ Certificates . Pursuant to the Trust Agreement, the 1991 Certificates in an aggregate principal amount of not to exceed Twenty Million Dollars ($20,000 , 000) are hereby authorized, to be sold to the Underwriter . The 1991 Certificates shall be executed by the manual or facsimile signature of the Mayor, Mayor-Pro-Tem, or City Manager, the seal or facsimile of the seal of the City shall be reproduced thereon and attested by the manual or facsimile signature of the City Clerk, in the form set forth in and otherwise in accordance with the Trust Agreement. Section 6 . Preliminary Official Statement and Official Statement. The Preliminary Official Statements relating to the 1991 Certificates, in substantially the form on file with the City Clerk or with such changes or amendments approved by the City Manager or Assistant City Manager is approved and distribution thereof by the Underwriter to municipal bond broker- dealers, to banking institutions and to members of.` the general public who may be interested .in purchasing the 1991 Certificates are hereby approved. The Mayor or City Manager or Assistant City Manager is hereby directed to execute and deliver, for and in the name and on behalf of the City, the final official Statements in the form of the Preliminary Official Statements, together with such amendments and supplements thereto as shall be necessary or convenient to accurately describe the 1991 Certificates in accordance with this Resolution, the 'Trust Agreement and the other related agreements and documents. -•3- , Y Section 7 . Approval of Trust Agreement. The form of Trust Agreement (the "Trust Agreement" ) dated as of October 1, 1991, between the City, the Authority, and First Interstate Bank, Ltd. , as trustee ( the "Trustee" ) in the form on file with the Clerk, on file with the City Clerk is hereby approved. The Mayor or City Manager or Assistant City Manager is hereby authorized and directed to execute and deliver , and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the Trust Agreement in substantially said form, with such ' additions thereto or changes therein as are approved by the City Manager upon consultation with Special Counsel and the City' s Financing Consultant, including the date thereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Trust Agreement by the Mayor or City Manager or Assistant City Manager . Section 8. The Lease Agreement in substantially the form on file with the City Clerk is hereby approved and the Mayor or City Manger or Assistant City Manager or their designee are hereby authorized and directed to execute, attest and deliver the Lease Agreement in the name of an on ' behalf of the City in substantially the form and content on file, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the City Manager in consultation with i Special Counsel, including the date r thereof. ► Section 9. The Site Lease substantially in the form on file with the City Clerk is hereby approved and the Mayor or City Manger or Assistant City Manager or their designees are hereby authorized and directed to execute, attest and deliver_ the Site Lease in the name of and on behalf of the City, in substantially the form and content now on file but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the City Manager in consultation with ► -4- r- special. Counsel, including the date thereof. ' Section 10 . The Agency Agreement in substantially the form on file with the City Clerk. is hereby approved and the Mayor or City Manager or Assistant City Manager or their designees are hereby authorized and r directed to execute, attest and deliver the Agency Agreement in the name of and on behalf of the City, in substantially the form and content now on file but with such changes, modifications , additions and deletions therein as shall be deemed necessary, desirable or appropriate by the City Manger in consultation with Special Counsel, including the date thereof. Section 11 . A Certificate Purchase Agreement relating to the purchase of the Series B Bonds by " Stone & Youngberg, a copy of which will , be on file with the City Clerk, be and is hereby approved with such changes as may ` be approved by the City Manager or Assistant City Manager, their execution thereof to constitute conclusive evidence of said officer ' s approval of all changes, and the Mayor, Mayor Pro Tem, City Manager or Assistant City Manager be and is hereby authorized„ together or alone, to execute and deliver said Agreement and to insert in the aforesaid Agreement the dollar amount which reflects the provisions of said Bond Agreement; provided, however , that (1) the aggregate principal amount of the 1991 Certificates shall not exceed $20,000,000; and ( 2) the Authority shall have received from Stone & Youngberg, prior to the sale of the 1991 Certificates its written confirmation , that the 1991 Certificates will have a net interest cost (computed on the face amount thereof without discount) of not more than 0. 50%, with an initial underwriter ' s discount of no more than 2 . 00% . Section 12. Delivery c>f the 1991 Certificates. The 1991 Certificates shall be delivered to the Underwriter upon compliance with the terms and conditions set forth in the Bond Purchase Agreement. The Mayor„ the -5- ` City Clerk, the City Manager, the Assistant City Manager and other proper officers of the City are hereby authorized and directed to deliver any and all documents and instruments designated by Special Counsel, to authorize the payment of Costs of Issuance (as defined and provided in the Indenture) and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 1991 Certificates to the Underwriter . Section 13 . Official Action. The Mayor, the Treasurer, the City Clerk, the City Manager, the City Attorney Special Counsel and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of ttie City, to do any and all ` things and take any and all actions, ► including execution and delivery of any and all escrow agreement(s) , agreements, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the 1991 Certificates, the execution and delivery of the Lease Agreements and the Indenture, and the making of the Lease as described herein. ADOPTED this 31st day of July, 1991. AYES: Councilmembers Broich, Hodges, Murawaki, Neel ` and Mayor Bono NOES: None ABSENT: None ATTEST: CITY 71ALM SPR S, CALIFORNIA By City,"Clerk City Ma r Reviewed & Approved 7/124/014084-0029/003 -6-