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Home My WebLink About19338 - RESOLUTIONS - 7/29/1998 RESOLUTION NO. 19338 RESOLUTION OF THE CITY OF PALM SPRINGS AUTHORIZING AND DIRECTING THE NOTICE OF SALE OF NOT TO EXCEED $3 , 100, 000 PRINCIPAL AMOUNT 1998 REFUNDING CERTIFICATES OF PARTICIPATION (MULTIPLE CAPITAL FACILITIES PROJECT) ' APPROVING PRELIMINARY OFFICIAL STATEMENT AND DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING EXECUTION AND DELIVERY OF OFFICIAL STATEMENT, SUPPLEMENTAL TRUST AGREEMENT NO. 1, SUPPLEMENTAL LEASE AGREEMENT, ESCROW DEPOSIT AND TRUST AGREEMENT, PURCHASE CONTRACT, CONTINUING DISCLOSURE CERTIFICATE, AUTHORIZING THE SALE OF THE 1998 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 supplemental trust agreement the issuance of the 1998 Refunding Certificates of Participation (Multiple Capital Facilities Project) in the principal amount of not to exceed $3 , 100, 000 (the 111998 Certificates" ) ; and WHEREAS, proceeds of the 1998 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 1998 Certificates; and ' WHEREAS, it is desirable that the 1998 Certificates be offered for sale at this time; and WHEREAS, the City' s Financing Consultant with respect to the 1998 Certificates, Rod Gunn Associates, Inc . (the "Financing Consultant" ) , has caused or will cause Preliminary Official Statements and Official Statements for the 1998 Certificates to be submitted to the City for approval and the City' s Special Counsel, Rutan & Tucker LLP, has caused a Supplemental Lease Agreement and a form of Supplemental 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) "Supplemental Trust Agreement No. 1, " dated as of August 1, 1998, by and between the City, the City of Palm Springs Financing Authority (the "Authority") and BNY Western Trust Company ( "Supplemental Trust Agreement" ) ; and CC �) ' 124/014084-0042/3018555.1 a07/15/98 R19338 Page 2 (2) Supplemental Lease Agreement, dated as of August 1, 1998, by and between the Authority and the City ( "Supplemental Lease Agreement" ) ; and (3) Escrow Deposit and Trust Agreement, dated as of August 1, 1998, by and among the City, the Authority, the City of Palm Springs Public Facilities Corporation, and the Escrow , Bank (the "Escrow .Agreement" ) ; and (4) Purchase Contract by and among the City, the Authority, and Stone & Youngberg LLC (the "Purchase Contract" ) ; and (5) Preliminary Official Statement ; and (6) Continuing Disclosure Certificate: WHEREAS, the City desires to authorize the sale of the 1998 Certificates upon the terms and conditions hereinafter sett forth; NOW, THEREFORE, the City does hereby resolve and declare as follows : Section 1 . Sale Authorized. The sale of not to exceed Three Million, One Hundred Thousand Dollars ($3 , 100 , 000) principal amount City of Palm Springs 1998 Refunding Certificate,:, of Participation (Multiple Capital Facilities Project) (the 111998 Certificates" ) is hereby authorized. Section 2 . Preliminary Official Statement and Official Statement . The Preliminary Official Statement relating to the 1998 Certificates, prepared by the Financing Consultant, in the form on , file with the City Clerk, .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 1998 Certificates are hereby approved and ratified. The City Manager or Assistant City Manager or Treasurer 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 such Preliminary Official Statement to contain any further information necessary to accurately describe the 1998 Certificates, and the City Manager or Assistant City Manager or Treasurer is authorized to deem final the Preliminary Official Statement as of its date for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934 as amended. The final Official Statement relating to the 1998 Certificates shall be submitted to the City Manager or the Assistant City Manager or Treasurer of the City for approval . Section 3 . Financing Consultant and Special Counsel . The financing consulting firm of Rod Gunn Associates, 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. 124/014084-0042/3018555.1 207115/98 -2- ' R19338 Page 3 Section 4 . Filing of CDIAC Notice . The City hereby approves the filing by the Financing Consultant of a notice of the City' s intent to sell the 1998 Certificates with the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code . The Mayor, Mayor Pro Tem, City Manager, 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 Statement in the form of the Preliminary Official Statement, together with such amendments and supplements thereto as shall be necessary or convenient to accurately describe the 1998 Certificates in accordance with this Resolution, the Supplemental Trust Agreement, the Purchase Contract and the other related agreements and documents . Section 5 . Approval of Supplemental Trust Agreement No 1 . The proposed form of Supplemental Trust Agreement in the form on file with the City Clerk, is hereby approved. The Mayor, Mayor Pro Tem, City Manager, 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, the Supplemental 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 Supplemental Trust Agreement by the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, or Treasurer. Section 6 . Approval of Supplemental Lease Agreement . The Supplemental 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 Supplemental 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 . Section 7 . Approval of Escrow Agreement . The Escrow Agreement, in the form on file with the City Clerk, is 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 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 . Section 8 . Approval of Continuing Disclosure Certificate. The Continuing Disclosure Certificate, in the form on file with the Cc -3 ' 124/014089-0042/3018555.1 a07/I5/96 -3- R19338 Page 4 City Clerk, is hereby approved and the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, or Treasurer or their designees are hereby authorized and directed to execute, attest and deliver the Continuing Disclosure Certificate 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 9 . Approval of Purchase Contract . The form of Purchase Contract on file with the City Clerk and the sale of the 1998 Certificates pursuant thereto upon the terms and conditions set forth therein is hereby approved and, subject to the provisions of Section 10 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 10 hereof, such approval to be conclusively evidenced by the execution and delivery thereof . Section 10 . City D4anager or Treasurer Authorized to Establish Final Terms of the Sale of the 1998 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 1998 Certificates, which amount shall not exceed Three Million One Hundred Thousand Dollars ($3 , 100, 000) , (ii) the final amounts of the various maturities and sinking fund payments of the 1998 Certificates, the final maturity of such 1998 Certificates to be no later than April 1, 2015 , (iii) the True Interest Cost on the 1998 Certificates shall not exceed five and one-half percent (5 . 5%) and (iv) the underwriter' s discount shall not exceed one and one-half percent (1 . 5%) . Section 13 . Delive.r.V of the 1998 Certificates . The 1998 Certificates shall be delivered to the Purchaser (s) upon compliance with the terms and conditions set forth in the Purchase Contract . The Mayor, Mayor Pro Tem, City Manager, Assist;ant City Manager, Treasurer, City Clerk, City Attorney, 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 Delivery Costs (as defined and provided in the Supplemental Trust Agreement) and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 1998 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, 124/014084-004213018555.1 a07/15/98 -4- ' 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 1998 Certificates. ADOPTED this 29th day of July, 1998. ' AYES: Members Barnes, Hodges, Oden, Reller-Spurgin NO • None ABSENT: Mayor Kleindienst ATTEST: TY OF PALM SPRIN CALIFORNIA City Clerk — C 'ty anager --------- REVIEWED & APPROVED 1 ' 124/014084-0042/3018555.1 .07/15198 -5-