HomeMy WebLinkAbout18046 - RESOLUTIONS - 2/17/1993 ' RESOLUTION NO.
18046 .111.11w""
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS, APPROVING THE SALE AND DELIVERY OF
NOT TO EXCEED $8,900,000 REFUNDING AND _
IMPROVEMENT CERTIFICATES OF PARTICIPATION ON
BEHALF OF UNITED COMMUNITY & HOUSING DEVELOPMENT
CORPORATION, APPROVING THE FORM OF LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND
DIRECTING PREPARATION, EXECUTION AND DELIVERY OF
THE FINAL FORMS THEREOF
WHEREAS, the City of Palm Springs, a municipal
corporation and a general law city duly organized and existing
under and pursuant to the Constitution and laws of the State of
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 at sea. (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; and
WHEREAS, the City providers for the sale and delivery of
the City of Palm Springs, Certificates of Participation (Palm
Springs Assisted Living Center) , $4,695,562 1991 Series A (the
111991 Certificates of Participation") on behalf of United
Community &'Housing Development Corporation (the "Corporation") ,
a nonprofit corporation organized under the nonprofit corporation
law of the State of California and an organization described in
Section 501(c) (3) of the Internal Revenue Code of 1986, as
amended, in order to 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 "Project") ;
and
WHEREAS, the Corporation has proposed that the City
issue refunding certificates of participation in order to refund
the 1991 Certificates of Participation to take advantage of
savings due to currently favorable interest rates and to provide
funding for certain additional project costs including the
acquisition of land upon which the Project is located; and
WHEREAS, the city deems it advisable and proposes at
this time to provide for the sale and delivery of not to exceed
$8,900,000 City of Palm Springs Refunding and Improvement
Certificates of Participation (Palm Springs Assisted Living
Center) Series 1993 (the "Certificates of Participation") in
order for the City to refund the existing 1991 Certificates of
Participation and to take advantage of the currently favorable
interest rates and market conditions; and
WHEREAS, J.C. Branford & Co., New York, New York, as
prospective underwriter of the Certificates of Participation (the
"Underwriter") has informed the City that it intends to submit an
offer to purchase the Certificates of Participation; and
WHEREAS, the City has duly considered the
aforementioned transactions and documentation and seeks at this
time to approve said transactions and documentation in the public
Iinterests of the City.
11—
NOW, THEREFORE„ BE IT RESOLVED by the City Council of
Pg. 2 V
the City of Palm Springs, California, as follows:
—`""-- Section .j. Sale and De:Livery of the Certificates of
Participation: Approval of Form of Trust Agreeme.nt.Authorizat on
and Direction of Preparation of Final Forms There. The Agency
hereby authorizes the sale and delivery of the Certificates of
Participation under and pursuant to the Act and the trust
mvJree.nent on Me with thu City CSerlr. (the °1Trust Agreement-0) in
the principal amount not to exceed $8,900,000 and the preparation
of certain financing documents related thereto which are
necessary to carry out the, sale and delivery of the Certificates
of Participation by the city. The City hereby approves the form
of Trust Agreement as presently on file with the City Clerk with
such changes thereto as may be approved by the City Attorney and
as necessary to incorporate such other terms and conditions with
respect to the Certificates of Participation when such terms ,and
conditions have been ascertained. The City hereby further
authorizes and directs that: the form of Trust Agreement presently
on file with the City Clerk be converted into the final form of
Trust Agreement, authorizing the sale and delivery of the
Certificates of Participation together with such changes or
modifications as deemed necessary or desirable by the City
Attorney. The City Attorney must execute the document approving
it as to form prior to final execution. The Mayor or such other
authorized officer of the city is hereby authorized and directed
to execute and deliver, and the City Clerk is hereby authorized
and directed to attest to, 'the final form of the Trust Agreement
when the same has been prepared for and in the name of the City,
and such execution and delivery shall be deemed to be conclusive
evidence of the approval thereof. The City hereby authorizes the
delivery and performance of the Trust Agreement.
Section 2. (sbnroval of Final Forms Hof Insta lment
Agreements The City hereby approves the forms of the
Installment purchase Agreement and Installment Sale Agreement
presently on file with the city Clerk (the "Installment
Agreements") together with any changes therein or additions
thereto as may be approved by the City Attorney when such terms
and conditions have been ascertained. The City hereby further
authorizes and directs that the forms of Installment Agreements
presently on file with the City Clerk bo converted into the final
forms thereof, together with such changes or modifications as
deemed necessary or desirable by the City Attorney. The City
Attorney must execute the document approving it as to form prior
to final execution. The Mayor or such other authorized officer
of the city is hereby authorized and directed to execute and
deliver, and the City clerk is hereby authorized and directed to
attest to, the final forms of the Installment Agreements when the
same have been prepar-ed and such execution and delivery shall be
deemed to be conclusive evidence of the approval thereof. The
city hereby authorizes the delivery and performance of the
Installment Agreements.
anrtinn 1. sale of the Cert_i icate�_e�f I
Res 18046 Certificates of Participation by negotiated purchase with the
" Pg 3 Underwriter, pursuant to the purchase agreement prepared by the
Underwriter and on file with the City Clerk (the "Purchase
Agreement") , and the sale of the Certificates of Participation
pursuant to the Purchase Agreement is hereby approved. The City
hereby further approves the form of Purchase Agreement as
presently on file with the City Clerk, together with any changes
therein or additions thereto approved by the City Attorney or an
authorized representative of the City Attorney, and as necessary
to incorporate such other terms and conditions when such terms
end conditions have been ascertained. The City Attorney must
execute the document approving it as to form prior to final
execution. The City hereby authorizes and directs the
Underwriter to cause the preparation of the final Purchase
Agreement of which such terms are a part, and the Mayor or such
other authorized officer of the City is hereby authorized and
directed to evidence the City's acceptance of the offer made by
the Purchase Agreement by executing and delivering the Purchase
Agreement in said form as on file with such changes therein as
the officer or the officers executing the same may approve, such
approval to be conclusively evidenced by the execution and
delivery thereof.
section 4. Official Action. The Mayor, the Mayor
Pro Tem, the City Clerk, the city Manager, the Finance Director,
the City Attorney, Bond Counsel and any and all other officers of
the city are hereby authorized and directed, for and in the name
and on behalf of the City, to do any and all things and take any
and all actions, including execution and delivery of any and all
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 sale and delivery of
the Certificates of Participation as described herein. Whenever
in this Resolution any officer of the City is authorized 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 shall be absent or
unavailable. The City hereby appoints its Mayor, City Manager
and Finance Director as agents of the City for purposes of
executing any and all documents and instruments which any officer
of the City is authorized to execute hereunder.
' Section s. atag-- Iee Date. This Resolution shall
take effect from and after its passage and adoption.
ADOPTED this 17th day of February , 1993.
AYES; Members Lyons, Hodges, Reller-Spurgin, Schlendorf 6 Mayor Maryanov
NOES: None
ABSENT: None
ATTEST: C TY OF PALM SPRIN L FORNIA
Y an er
�iCity Clerk