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HomeMy WebLinkAbout18906 - RESOLUTIONS - 10/2/1996RESOLUTION NO. 18906 RESOLUTION OF THE CITY OF PALM SPRINGS AUTHORIZING AND DIRECTING THE NOTICE OF SALE OF NOT TO EXCEED $27,000,000 PRINCIPAL AMOUNT 1996 REFUNDING CERTIFICATES OF ' PARTICIPATION (CAPITAL FACILITIES PROJECT) APPROVING PRELIMINARY OFFICIAL STATEMENT AND DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING EXECUTION AND DELIVERY OF OFFICIAL STATEMENT, TRUST AGREEMENT, LEASE AGREEMENT, ESCROW DEPOSIT AND TRUST AGREEMENTS, AMENDMENTS TO SITE AND FACILITIES LEASES, AUTHORIZING THE SALE OF THE 1996 REFUNDING CERTIFICATES ON CERTAIN TERMS AND CONDITIONS, APPOINTING BOND COUNSEL AND A FINANCING CONSULTANT, AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Palm Springs (the "City") intends to authorize by a trust agreement the issuance by the 1996 Refunding Certificates of Participation (Capital Facilities Project) in the principal amount of not to exceed. $27,000,000 (the 111996 Certificates"); and WHEREAS, proceeds of the 1996 Certificates will be used (i) to refinance the acquisition and/or construction of certain capital facilities to be leased to the City or a related public agency; (ii) to establish a reserve fund; (iii) to pay the costs of issuing the 1996 Certificates; and WHEREAS, it is desirable that the 1996 Certificates be offered for sale at this time; and WHEREAS, the City's Financing Consultant with respect to the 1996 Certificates, Rod Gunn Associates, Inc. (the "Financing Consultant"), has caused or will cause Preliminary Official Statements and Official Statements for the 1996 Certificates to be submitted to the City for approval and the City's Special Counsel, R.utan & Tucker LLP, has caused a Lease Agreement 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; and WHEREAS, there has been presented to the City Council of the City for approval the following documents: (1) "Trust Agreement," dated as of October 1, 1996, by and between the City, the City of Palm Springs Financing Authority (the "Authority") and Wells Fargo Bank, National Association ("Indenture"); and (2) Lease Agreement, dated as of October 1, 1996, by and between the Authority and the City ("Lea.se .Agreement"); and — 1 124/014084-0042/3019555.1 a09130196 R18906 Page 2 C (3) Escrow Deposit and Trust Agreements, dated as of October 11, 1996, by and among the City, the Authority and the Escrow Bank (the "Escrow Agreement"); and (4) Amendments to Site and Facilities Lease, dated as of October 1, 1996, by and between the Authority and the City (the "Site Lease Amendments); and (5) Purchase Contract by and between the City and Stone & Youngberg, LLC (the "Purchase Contract"); and (6) Preliminary Official Statement; and WHEREAS, the City desires to authorize the sale of the 1996 Certificates upon the terms and conditions hereinafter set forth; NOW, THEREFORE, the City does hereby resolve and declare as follows: Section 1. Sale Authorized: Time and Place for Binds. The sale of not to exceed Twenty -Seven Million ($27,000,000) principal amount City of Palm Springs 1996 Refunding Certificates of Participation (Multiple Capital Facilities Project) (the 111996 Certificates") in accordance with law is hereby authorized. Section 2. official Statement Authorized. The Authority hereby approves the preparation of Preliminary Official Statements (the "Preliminary Official Statements") by the Financing Consultant, and authorizes its distribution in connection with the sale of the 1996 Certificates. The City staff .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 1996 Certificates. The form of final Official Statement relating to the -L996 Certificates shall be submitted to the City Manager or the Assistant City Manager for approval prior to its use. Section 3. Financi.:na Consultant and Special Counsel. The financing consulting firm of Rod Gunn Associate's, Inc. and the law firm of Rutan & Tucker LLP are hereby retained as Financing Consultant and Special Counsel, respectively, pursuant to their prior contracts with the City and/or the Authority. Section 4. Filina of CDAC Notice. The City hereby approves the filing by the Financing Consultant- of a notice of the City's intent to sell the Certificates with the California Debit Advisory Commission pursuant to Section 8855 of the California Government Code. Section 5. Issuance and Sale of 1996 Certificates. Pursuant to the Trust Agreement (hereinafter defined) , the 1996 Certificates in an aggregate principal amount of not to exceed Twenty -Seven 124/014084-0042/3019555.1 .09130196 -2- R18906 Page 3 Million ($27,000,000) are hereby authorized to be awarded. The 1996 Certificates shall be executed by the manual or facsimile signature of the Mayor, Mayor Pro Tem, City Manager, or Assistant City Manager, or Treasurer, 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 Indenture. Section 6. Preliminary Official Statement and Official Statement. The Preliminary Official Statements relating to the 1996 Certificates, prepared by the Financing Consultant, in the form on file with the City Clerk, is approved and distribution thereof by the Financing Consultant to municipal bond broker - dealers, to banking institutions and to members, of the general public who may be interested in purchasing the 1996 Certificates are hereby approved and ratified. The Mayor, Mayor Pro Tem, City Manager or Assistant City Manager, or Treasurer 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 1996 Certificates in accordance with this Resolution, the Trust Agreement, the Purchase Contract and the other related agreements and documents. Section 7. Approval of Trust Agreement. The proposed form of Trust Agreement (the "Trust Agreement") dated as of October 1, 1996, between the City, the Authority, and Wells Fargo Bank, National Association, as trustee (the "T.rustee"), in the form on file with the City Clerk, is hereby approved. The Mayor, Mayor Pro Tem, City Manager or Assistant City Manager, or Treasurer 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, Assistant City Manager, or Treasurer upon consultation with Special Counsel and the City's Financing Consultant, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Trust Agreement by the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, or Treasurer. Section 8. Approval of Lease Agreement. The Lease Agreement (the "Lease Agreement"), in the form on file with the City Clerk, is hereby approved and the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, or Treasurer or their designee are hereby authorized and directed to execute, attest and deliver the Lease Agreement in the name of and on behalf of the City in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the City's Special Counsel. 1 1241014084-0042/3019555.1 09130196 - 3 - a( S� R18906 Page 4 ((2 Section 9. Approval of Escrow Agreement. The Escrow Deposit and Trust Agreements, in the form on file with the City Clerk, are hereby approved and the City Manager, Assistant City Manager, or Treasurer or their designee are hereby authorized and directed to execute, attest and deliver the Escrow Deposit and Trust Agreements in the name of and on behalf of the City in substantially the form and content now before this meeting, but with such changes, , modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the City's Special Counsel. Section 10. Aooroval of Site Lease Amendments. The Amendments to Site and, Facilities Lease, in the form on file with the City Clerk, are hereby approved and the Malror, Mayor Pro Tem, City Manager, Assistant City Manager, or Treasurer or their designees are hereby authorized and directed to execute, attest and deliver the Amendments to Site and Facilities Lease in the name and on behalf of the City, in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the City's Special Counsel. Section 11. Approval of Purchase Contract. The form of Purchase Contract on file with the City Clerk .and the sale of the 1996 Certificates pursuant thereto upon the terms and conditions set forth therein is hereby approved and, subject to th.e provisions of Section 12 hereof, the Mayor, Mayor Pro Tem, City Manager, the Assistant City Manager, or the Treasurer are authorized to execute and deliver the Purchase Contract in the name of and on behalf of the City in said form. with such changes therein as the officer executing the same may approve and such matters as are authorized by Section 12 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. , Section 12. City Manager or Treasurer Authorized to Establish Final Terms of the Sale of the 1996 Certificates. The City Manager or Treasurer, upon such advice of staff as he may deem necessary, is hereby authorized and directed to act on behalf of the City to establish and determine (i) the final principal amount of the 1996 Certificates, which amount shall not exceed Twenty -Seven Million ($27,000,000) including 1996 Certificates which may be issued at an original issue discount of not to exceed two percent (20), (ii) the final amounts of the various maturities and sinking fund payments of the 1996 Certificates the final maturity of such 1996 Certificates to be no later than June 30, 2027, (iii) the final interest rates on the 1996 Certificates, which rates shall not exceed twelve percent (12%) per annum for any maturity of the 1996 Certificates, and which rate shall not be lower than zero percent (05.) for any maturity of the 1996 Certificates and (iv) the underwriter's discount shall not exceed one and one quarter percent (1.25%). Section 13. Delivery of the 1996 Certificates. The 1996 Certificates shall be delivered to the Purchaser(s) upon compliance with the terms and conditions set forth in the Purchase Contract. 124/014084-M2/3018555.1 a09/30/96 - 4 - 1 R18906 Page 5 The Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Treasurer, City Clerk, City Attorney, and other proper officers of the Authority 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 1996 Certificates to the Purchaser. Section 14. Official Action. The Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Treasurer, City Clerk, 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 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 issuance and sale of the 1996 Certificates. ADOPTED this 2nd day of October, 1996 by the City Council of the City of Palm Springs. AYES: Members Barnes, NOES: Member Hodges ABSENT: None ATTEST: _Uty Clerk APPROVED AS TO FORM: Special Counsel Oden, SPurgin and Mayor Kleindienst 1 124/014084-OM2/3018555.1 a09/30/96 - 5 - Manager CAU FORNIA 0 ` `�� — 6