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HomeMy WebLinkAbout20293 - RESOLUTIONS - 3/20/2002 RESOLUTION NO. 20293 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS AUTHORIZING THE ISSUANCE OF ITS NOT TO EXCEED $12,750,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF PALM SPRINGS MOBILE HOME PARK REVENUE BONDS (SAHARA MOBILE HOME PARK) 2002 SERIES A AND ITS MOBILE HOME PARK SUBORDINATED REVENUE BONDS (SAHARA MOBILE HOME PARK) SERIES 2002E AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Palm Springs (the "City"), a charter city and municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of California, is authorized to issue bonds pursuant to Section 52100 and following of the Health and Safety Code of the State of California (the "Law") to finance the acquisition of mobile home parks by nonprofit organizations within the jurisdiction of the City; and WHEREAS, Millennium Housing Corporation, a California nonprofit public benefit corporation (the "Borrower') qualified as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), has requested that the City issue and sell two series of revenue bonds for the purpose of providing financing for the acquisition and rehabilitation of a 254-space mobile home park located at 1955 South Camino Real in the ' City of Palm Springs, California and known as the Sahara Mobile Home Park (the "Project'); and WHEREAS, the financing of the Project will lessen the governmental burden of the City by preserving affordable housing within the City; and WHEREAS, the City proposes to issue its not to exceed $12,750,000 aggregate principal amount City of Palm Springs Mobile Home Park Revenue Bonds (Sahara) in two series (the "Bonds") pursuant to the Law to finance the acquisition and rehabilitation by the Borrower of the Project; and WHEREAS, there has been presented to the City Council at this meeting Preliminary Official Statements relating to the Series A Bonds and Series B Bonds, and there is on file with City Clerk proposed forms of an Indenture of Trust, a Loan Agreement, a Regulatory Agreement, an Administration and Oversight Agreement, as well as a Purchase Contract with respect to the purchase of the Series A Bonds ;and the Series B Bonds by Kinsell, Newcomb & DeDios, Inc. (the "Underwriter') for sale to the public; and WHEREAS, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, this City Council has on this date conducted a duly noticed public hearing with respect to the proposed issuance of the Bonds and financing the Project, such notice being published in a newspaper of general circulation)in the City; and WHEREAS, all acts, conditions and things required by the laws of the State of ' California to exist, to have happened and to have been performed precedent to and in IRV#17305 v2 _i_ Draft 3-M2 Y V� Res. No. 20293 Page 2 ' connection with the issuance of the Bonds exist, have happened and have been performed in due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to issue the Bonds for the purposes, in the manner and upon the terms herein provided. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Approval of Issuance of Bonds and Making of Loan. The issuance of the Bonds pursuant to the Act, the making of the Loan with the proceeds of Bonds by the City to the Owner and the financing of the Project are hereby approved. This approval is made in order to meet the public approval requirements of Section 147(f) of the Internal Revenue Code, as amended. Section 3. Appointment of Trustee. Union Bank of California, N.A. is hereby appointed as the initial trustee (the "Trustee") under the Indenture of Trust (the "Indenture") relating to the Bonds, with the duties and powers of such Trustee as are set forth in the Indenture. Section 4. Indenture. The Indenture authorizing the issuance of the Bonds, between the City and the Trustee, a copy of which is on file with the City Clerk, be and is hereby approved in substantially the form thereof and the Mayor, Mayor Pro Tem, City ' Manager or Treasurer, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture in the form hereby approved together with such additions or changes as the officer executing the same, upon consultation with the City's Financial Advisor, the City Attorney and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof by the City. Section 5. Form of Bonds. The forms of the Bonds, each as set forth in the Indenture, are hereby approved and the Mayor, Mayor Pro Tem or Treasurer and the City Clerk are hereby authorized and directed to execute by manual or facsimile signature, for and in the name and on behalf of the City, the Bonds in either temporary and/or definitive form in the aggregate principal amounts and all in accordance with the terms and provisions of the Indenture. Section 6. Loan Agreement. The Loan Agreement (the "Loan Agreement") by and among the City, the Trustee and the Borrower, whereby the proceeds of the Bonds are to be loaned to the Borrower for the purpose of providing permanent financing for the acquisition and renovation of the Project, a copy of which is on file with the City Clerk, be and is hereby approved in substantially the form thereof and the Mayor, Mayor Pro Tem, City Manager or Treasurer, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Loan Agreement in the form hereby approved together with such additions or changes as the officer executing the same, upon consultation with the City's Financial Advisor, the City Attorney and Bond Counsel, may approve, such ' approval to be conclusively evidenced by the execution and delivery thereof by the City. IRV#17305 v2 -2_ Draft 3-8-02 11 �2 Res. No. 20293 Page 3 Section 7. Regulatory Agreement. The form of the Regulatory Agreement and ' Declaration of Restrictive Covenants by and among the City, the Trustee and the Borrower (the "Regulatory Agreement"), a copy of which is on file with the City Clerk, be and is hereby approved in substantially the form thereof and the Mayor, Mayor Pro Tem, City Manager or Treasurer, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Regulatory Agreement with respect to the Project in the form hereby approved together with such additions or changes therein as the officer executing the same, upon consultation with the City's Financial Advisor, the City Attorney and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof by the City. Section 8. Official Statements. The',three Preliminary Official Statements relating to the Series A Bonds and the Series B Bonds (collectively, the "Preliminary Official Statements") in the forms presented at this meeting, are hereby approved. The City Manager and Treasurer, each acting alone, are hereby authorized and directed to make changes to the forms of the Preliminary Official Statements hereby approved, upon consultation with the City's Financial Advisor, the City Attorney and Bond Counsel, as necessary or desirable to reflect the terms of the financing and the documents with respect thereto. The Preliminary Official Statements may be brought into the form of final Official Statements which shall contain such changes or modifications thereto as may be deemed necessary or desirable by the City Manager or'Treasurer, each acting alone, upon consultation with the City's Financial Advisor, City Attorney and Bond Counsel. The Mayor, Mayor Pro Tem, City Manager or Treasurer, each acting alone', are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the final Official Statements. The ' Mayor, Mayor Pro Tem, City Manager and Treasurer, each acting alone, are authorized and directed, on behalf of the City, to certify the Preliminary Official Statements as "near final" for purposes of Rule 15c2-12 under the Securities and Exchange Act of 1934, as amended ("Rule 15c2-12"), and to certify the Official Statements as "final" pursuant to Rule 15c2-12. Section 9. Purchase Contracts for Series A Bonds and Series B Bonds. The Purchase Contracts with respect to the Series A Bonds and the Series B Bonds among the City, the Borrower and the Underwriter, copies of which are on file with the City Clerk, be and are hereby approved in substantially the forms thereof. The Mayor, Mayor Pro Tem, City Manager or Treasurer, each acting alone, are hereby authorized to execute the Purchase Contracts in said form, together with such additions or changes as the officer executing the same, upon consultation with the City's Financial Advisor, City Attorney and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery of the Purchase Contracts by the City; provided that'the combined aggregate principal amount of the Series A Bonds and the Series B Bonds to be sold pursuant to the Purchase Contracts shall not exceed $12,750,000, the interest rates on the Series A Bonds and the Series B Bonds shall not result in a net interest cost greater than (i) 6.15% per annum with respect to Series A Bonds; (ii) 7.25% per annum with respect tq Series B Bonds (iii) the Underwriter's discount shall not exceed 1.75%. Section 10. Administration and Oversight Agreement. The Administration and Oversight Agreement (the "Administration Agreement") by and among the City, the Borrower ' and such entity as the City Manager shall select as Program Administrator and Oversight Agent, a copy of which is on file with the City 'Clerk, be and is hereby approved in substantially the form thereof, and the Mayor, Mayor Pro Tem, City Manager or Treasurer, each acting Th'af13-8-02 IRV#17305 Q '_3- Res. No. 20293 Page 4 ' alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute the Administration Agreement in the form hereby approved, together with such additions or changes as the officer executing the same, upon consultation with the City's Financial Advisor, the City Attorney and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 11. Designation of Professionals. The law firm of Burke, Williams & Sorensen, LLP is hereby designated as Bond Counsel with respect to the Bonds; the law firm of Best Best & Krieger LLP is hereby designated as Disclosure Counsel to the City with respect to the Bonds; and the financing consultant firm of Harrell & Company Advisors, LLC, Orange, California, is hereby appointed as financial advisor to the City with respect to the Bonds. Kinsell, Newcomb & DeDios, Inc. is hereby designated as underwriter for the Bonds. Section 12. Other Acts. The Mayor, Mayor Pro Tem, members of the City Council, City Manager, City Clerk, Treasurer, City Attorney 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 without limitation, obtaining bond insurance and a rating for the Bonds, and 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 transactions as described herein in connection with the issuance and sale of the Bonds or to otherwise effectuate the purposes of this Resolution. Section 13. Effective Date. This Resolution shall take effect immediately upon ' adoption. ADOPTED this 20th day of March 2002. AYES: Members Mills, Oden;, Reller—Spurgin and Mayor Kleindienst NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA City Clerk City M� ager REVIEWED AND APPROVED AS TO FORM: City Attorney IRV#17305 v2 _4_ Drab 3-8-02 11, q