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HomeMy WebLinkAbout19188 - RESOLUTIONS - 1/21/1998 RESOLUTION NO. 19188 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS AMENDING RESOLUTION NO. 16857 AND THE BOND INDENTURE, DATED AS OF JULY 19, 1989, RELATING TO CITY OF PALM SPRINGS LIMITED OBLIGATION IMPROVEMENT BONDS ASSESSMENT DISTRICT NO. 155, ASSIGNING THE RIGHT TO PURCHASE SUCH LIMITED OBLIGATION IMPROVEMENT BONDS, AND APPROVING MATTERS AND AGREEMENTS RELATING TO THE ISSUANCE AND SALE OF REVENUE BONDS BY THE CITY OF PALM SPRINGS FINANCING AUTHORITY TO FINANCE THE ACQUISITION OF SUCH IMPROVEMENT BONDS RESOLVED, by the City Council (the "City Council") of the City of Palm Springs (the "City") , as follows: WHEREAS, on July 19, 1989, the City issued its $7, 638 , 119. 64 City of Palm Springs Limited Obligation Improvements Bonds Assessment District No. 155 (the "Assessment Bonds") pursuant to Resolution No. 16857 adopted by the City Council on July 19, 1989 (the "Assessment Bond Resolution") and the Bond Indenture, dated as of July 19, 1989, (the "Indenture") and the City has determined that it is in the best financial interest of the City and the property owners within Assessment District No. 155 (the "Assessment District") to refinance the Assessment Bonds at this time; and WHEREAS, in order to refinance the Assessment Bonds on advantageous terms and conditions, the City of Palm Springs Financing Authority (the "Authority") has proposed to issue its Limited Obligation Revenue Bonds (Series A and Series B) in the combined maximum principal amount of not to exceed $6, 000, 000 (the "Authority Bonds") under Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code, and to use the proceeds thereof to acquire the Assessment Bonds; and WHEREAS, in order to facilitate the refinancing of the Assessment Bonds, it is necessary and desirable to amend the Assessment Bond Resolution and the Indenture in certain respects as provided herein; and WHEREAS, there have been submitted to the City Council certain documents providing for the sale of the Authority Bonds, including the form of Preliminary Official Statement and the City Council, with the aid of its staff, has reviewed the Preliminary Official Statement to assure proper disclosure of all material facts relating to the Authority Bonds that are in the personal knowledge of the City Councilmembers and the City staff; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED, as follows: SECTION 1. Amendment of Assessment Bond Resolution. The Assessment Bond Resolution is hereby amended as follows: (a) Section 2 of the Assessment Bond Resolution is amended in its entirety to read as follows: "That this legislative body does authorize the issu- ance of bonds, in one or more classes or series, pur- suant to the terms and provisions of the "Improvement Bond Act of 1915", being Division 10 of the Streets & Highway Code of the State of California, and any agreement between the City and the owners of all of 124/014084-0108/3130951.4 a01/27/98 —1— R19188 Page 2 the outstanding bonds of any class or series, and does expressly .approve the Bond Indenture, as amended from time to time by resolution of the City Council, substantially in the form presented, subject to modi- fications as necessary and as approved by the City Manager or City Treasurer, with the concurrence of Bond Counsel. A copy of said Bond Indenture shall be kept on file with the transcript of these proceedings ' and open for public inspection. " SECTION 2 . Amendment of Resolution No.. 16787. Resolution 16787 is hereby amended as follows: (a) Section 13 of Resolution No. 16787 is amended in its entirety to read as follows: "The City shall provide and pledge annual contributions to the Assessment District as follows: A. City of Palm Springs Airport Operating Revenue: The City, on behalf of the City of Palm Springs Regional Airport, pledges, subordinate to all existing and future bonded indebtedness, the annual payment of $115, 400 to the Assessment District as its contribution for costs and expenses for street improvements abutting the municipal airport. The City Manager is hereby authorized to execute a pledge agreement relating to this pledge of airport revenues. " SECTION 3 . Amendment of Indenture. The Indenture is hereby amended as follows: (a) The Indenture :is hereby, amended by deleting the term "Paying Agent" throughout the Indenture and inserting in its place the term "Fiscal Agent" . (b) Section 1 of the Indenture is amended in its entirety to read as follows: "Section 1. Issuance, Designation and. Amount. Pursuant to the provisions of the "Improvement Bond Act of 1915", being Division 10 of the Streets & Highways Code of the State of California, as amended (the "Act") , the issuer does hereby authorize the issuance of bonds, in two classes or series, to represent unpaid assessments within the Assessment District an aggregate principal amount of $7, 638, 119 . 64 and designated as the City of Palm Springs, Assessment District No. 155 Limited Obligation Improvement. Bonds (Class 1) (the "Class 1 Bonds") and the City of Palm Springs, Assessment District No. 155 Limited Obligation Improvement Bonds (Class 2) (the "Class 2 Bonds") . Unless indicated to the contrary, the Class 1 Bonds and the Class 2 Bonds shall collectively be referred to as (the "Bonds") . ' The Class 1 Bonds shall be issued in the aggregate principal amount not to exceed $4 , 000, 000. The Class 2 Bonds shall be issued in an aggregate principal amount not to exceed $2 , 000, 000. All of the provisions of this Indenture shall relate and apply equally to the Class 1 Bonds and the Class 2 Bonds with the sole exceptions that the Clasp; 1 Bonds shall possess a first lien and claim to unpaid assessments within the Assessment District and the Class 2 Bonds shall be secured by a second and subordinate lien and 124/014084-0108/3130951.4 e01/27I98 -2- R19188 Page 3 claim to unpaid assessments within the Assessment District and all. prepayments and redemption payments shall be applied only to Class 1 Bonds. The terms and conditions of said Bonds may be specified herein or in any agreement between the City and the owners of all of the bonds in any one class or series. (c) Section 5 of the Indenture is amended in its entirety to read as follows: "Section 5. Date of Bonds. All of said Class 1 Bonds and Class 2 Bonds shall be dated the 25th day of July, 1989. (d) Section 8 of the Indenture is amended in its entirety to read as follows: "Section 8 . Place of Payments. The principal on the bonds shall be payable in lawful money of the United States of America upon surrender of the Bond at the Office of BNY Western Trust, the Designated Registrar, Transfer Agent, and Fiscal Agent of the Issuer ("Fiscal Agent") , or such other Registrar, Transfer Agent, or Fiscal Agent as may be designated by subsequent resolution of the Issuer. Interest on said bonds shall be paid by check to the registered owner thereof at his address as it appears on the books of registration, or as such address as may have been filed with the Fiscal Agent for that purpose, as of the 15th day of the month immediately preceding said Interest Payment Date. " (e) Section 9 of the Indenture is hereby amended in its entirety to read as follows: "Redemption. These Bonds, or a portion thereof if issued in a denomination greater than $5, 000, or any class or series of Bonds but only as to that class or series, shall be subject to redemption and payment in advance of maturity in increments of $5, 000 as provided in Section 8768 of the Streets and Highways Code or as provided in any agreement between the City and the owners of all of the bonds in any one class; provided, however, that all Class 1 Bonds shall be redeemed prior to any redemption of Class 2 Bonds, on the 2nd day of March or September in any year, by giving the notice provided in said law to the registered owner thereof at his address as it appears on the books of registration and by paying principal of and accrued interest on such redeemed amount, together with a premium equal to three percent (3%) of the redeemed principal amount. If less than the entire Bond is redeemed, the unredeemed portion shall be reissued to the registered owner thereof. Notwithstanding anything herein to the contrary, the City shall have the right to call Bonds for redemption pursuant to this Section 9 and, in lieu of redeeming and retiring such Bonds, to purchase such Bonds at a purchase price equal to the applicable Redemption Price. Such right may be assigned by the City to any other person in connection with any program established by the City for the purchase of 124/014084-0108/3130951.4 a01/27/98 —3- R19188 Page 4 Bonds in lieu of redemption. All Bonds so called for redemption shall be surrendered to the Fiscal Agent and for payment of the Purchase Price and shall be promptly delivered to the City or assignee. Such Bonds shall remain outstanding and shall not be cancelled or retired, notwithstanding the preceding provisions of this Section 9. The ownership of all Bonds so called for redemption and purchase in lieu ' thereof shall be registered in the name! of: the City or its assignee. " (f) Section 19 relating to the Reserve Fund is amended in its entirety to read as follows: "RESERVE FUND: Pursuant to Part 16 of the Act, there shall be created a special reserve fund for the Class 1 Bonds to be designated by the name of the Assessment District and specified as the special `Reserve Fund. " An amount equal to $283 , 300 shall be held on deposit in the Reserve Fund. Monies in the Reserve Fund shall be applied as follows: A. Whenever there are insufficient funds in the Redemption Fund to pay the next maturing installment of principal and interest on the Class 1 Bonds, an amount necessary to make up such deficiency shall be transferred from the Reserve Fund to the Redemption Fund. The amounts so advanced shall be reimbursed from the proceeds of redemption or sale of the parcels for which payment of delinquent installments of assessments and interest thereon has been made from the Reserve Fund. B. In the event an unpaid assessment is paid in cash in ' advance of the final Bond maturity date ("Prepaid Assessment") , the Treasurer shall credit such Prepaid Assessment with a proportionate share of the Reserve Fund, thus 'reducing the total amount of the Reserve Fund. The amount to be so credited is eight percent (80) of the original amount of the assessment being prepaid. C. Interest earned on the Reserve Fund, monies shall remain in the Reserve Fund to maintain it at an amount equal to $283 , 300, reduced for any credit described in paragraph B above. D. Any excess, in the Reserve Fund transferred by the Treasurer to the Redemption Fund shall first be used to pay the next maturing installment of principal and interest on the Class 2 Bonds to the extent that funds in the Redemption Fund are insufficient: therefor and second shall be used to advance the maturity of Class 1 Bonds (or in the event no Class 1 Bonds are outstanding, Class, 2 Bonds) or credited towards unpaid assessments each year during which any part of the Bonds remain outstanding. The Auditor's record prepared pursuant to Section 8682 of the Act shall reflect credits against each of the unpaid assessments in the manner provided :in Section 10427. 1 of the Act in amounts equal to each assessment parcel's , proportionate share of any Reserve Fund disbursement. E. Except as provided above, no Reserve Fund disbursement: shall be made in any year in excess of the amount which would cause the Reserve Fund to fall below the minimum amount required to be maintained therein. F. All sums remaining in the Reserve Fund in the year in which the last installments of the assessments 1241014084-0108/3130951.4 a01/27/98 -4- R19188 Page 5 become due and payable shall be credited toward assessments in accordance with the written instructions of the City to the Fiscal Agent for the purposes of meeting the obligations of the City pursuant to the Indenture as well as any other agreements of the City or any related party relating to the financing or refinancing of the obligations of the Assessment District. " (g) Section 27 of the Indenture is hereby added in its entirety to read as follows: "Rebate of excess of earnings to United States. The City shall calculate or cause to be calculated the excess investment earnings (as hereinafter defined) in all respects at the times and in the manner required pursuant to the Code. The City shall pay the full amount of such excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required pursuant to the Code. Such payments shall be made by the City from amounts derived with respect to the Assessment District, including but not limited to earnings on the investment of the Reserve Fund. As used in this Section 27, `Excess Investment Earnings' means an amount required to be rebated to the United States of America pursuant to Section 148 (f) of the Code due to investment of gross proceeds of the Bonds at a yield in excess of the yield of the Bonds. " SECTION 4 . Assignment of Right to Purchase Bonds. The City authorizes the assignment of its right to purchase the Assessment Bonds in lieu of redemption to BNY Western Trust, as Trustee for the Authority Bonds (the "Authority Bonds Trustee") pursuant to an Assignment Agreement (Series A) and an Assignment Agreement (Series B) , both dated as of February 1, 1998 (collectively, the "Assignment Agreement") . The City Council hereby approves the Assignment Agreements in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager, whose execution thereof shall be conclusive evidence of such approval. The City Manager is authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest to the final form of the Assignment Agreements. SECTION 5 . Purchase of Assessment Bonds in Lieu of Redemption. The City Council hereby irrevocably elects to call the outstanding Assessment Bonds for redemption on March 2 , 1998, and to purchase the outstanding Assessment Bonds specified in the Assignment Agreements in lieu of such redemption on such day. The Fiscal Agent for the Assessment Bonds is hereby directed to give notice of redemption of the Assessment Bonds on or before February 1, 1998, in accordance with the Indenture and upon the tender of the Assessment Bonds to the Fiscal Agent, the Fiscal Agent shall pay the purchase price thereof from amounts provided for such purpose from the proceeds of the Authority Bonds and other consideration made available by the City or the Authority, and shall deliver such - Assessment Bonds to the Authority Bond Trustee pursuant to the Assignment Agreements. SECTION 6 . Approval of Authority Bond Official Statement. The City Council hereby approves, and hereby deems nearly final within the meaning of Rule 15c-12 of the Securities Exchange Act of 1934, the preliminary official statement describing the Authority Bonds in substantially the form submitted by the Financing Consultant and 124/014084-0108/3130951.4 a01/27/98 -5- R19188 Pagi= 6 on file with the City Clerk. The City Manager or Treasurer is hereby authorized to execute an appropriate certificate stating the City Council determination that the preliminary official statement has been deemed nearly final within the meaning of :Such rule. Distribution of the preliminary official statement is in connection with the sale of the Bonds :is hereby approved, the City Manager or Treasurer is hereby authorized and directed to approve any changes in or additions to a final form of said officials statement, and the ' execution thereof by the city Manager or Treasurer shall be conclusive evidence of his approval of such changes and additions. The City Council hereby authorizes the distribution of the final official statement by the purchaser of the Authority Bonds. The final official statement: shall be executed :in the name and on behalf of the City by the City Manager or Treasurer. SECTION 7 . Approval of Lease. Agreement, Bond Exchange Agreement and Pledge Agreement:. The City Council approves the Lease Agreement, Bond Exchange Agreement and Pledge Agreement in substantially the form on file with the City Clerk prior to Closing, together with any changes approved by the City Manager or Finance Director, and the execution thereof by the Mayor, City Manager or Finance Director shall be conclusive evidence of the approval of any changes or additions. The City Council hereby authorizes the Mayor, City Manager or Finance Director to approve the final form of and execute, and the City Clerk to attest to, the final form of the Lease Agreement, Bond Exchange Agreement and Pledge Agreement for and in the name of the City. The city Council hereby authorizes the delivery and performance of the Lease Agreement, Bond Exchange Agreement and Pledge Agreement. SECTION 8 . Approval of Further Amendments to Indenture. The City Council authorizes the City Manager or Finance. Director_ to approve any additional amendments to the Indenture that; may be necessary to , effect the purposes of this Resolution and the financing, and the execution of any such amendment by the Mayor_ , the City Manager or Finance Director shall be conclusive evidence: of the approval of any changes or additions. SECTION 9 . Official Actions. The Mayor, the City Manager, the Assistant City Manager, the Finance Director/Treasurer, the City Clerk, the City Attorney, and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this Resolution and the financing herein authorized. 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 124/014084-0108/3130951.4 a01/27/98 —6— R19188 Page 7 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. SECTION 10. Effective Date. This Resolution shall take effect upon its adoption. ADOPTED THIS 21st day of January 1998 . AYES: Members Barnes, Hodges, Oden and Mayor Kleindienst NOES: None ABSTAIN: None ABSENT: Member Reller-Spurgin ATTEST: tOF PALM SP S, CALIFORNIA Bp. City Clerk City' Manager REVIEWED & APPROVED AS TO FORM �1 124/014084-0108/3130951.4 a01/27/98 —7—