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HomeMy WebLinkAbout20390 - RESOLUTIONS - 7/17/2002 RESOLUTION NO. 20390 ' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS AUTHORIZING THE SALE OF ITS TAXABLE VARIABLE RATE DEMAND CERTIFICATES OF PARTICIPATION, 2002 SERIES A (DOWNTOWN PARKING PROJECT), AUTHORIZING EXECUTION AND DELIVERY BY THE CITY OF A TRUST AGREEMENT, LEASE AGREEMENT, A BOND PURCHASE AGREEMENT AND CERTAIN OTHER LEGAL DOCUMENTS, APPROVING AND AUTHORIZING DELIVERY OF A PRELIMINARY AND FINAL OFFICIAL STATEMENT WITH RESPECT TO SAID CERTIFICATES OF PARTICIPATION, APPOINTING A TRUSTEE AND MAKING OTHER FINDINGS AND TAKING CERTAIN OTHER ACTIONS RELATING THERETO A04552 A04552A WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement dated February 1, 1991 by and between the City of Palm Springs (the "City") and the Community Redevelopment Agency of the City of Palm Springs (the "Agency"), and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act'), and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of, among others, financing obligations of the City and/or entering into lease arrangements with the City to finance public improvements; and WHEREAS, the City proposes at this time to issue its Taxable Variable Rate Demand Certificates of Participation, 2002 Series A (Downtown Parking Project) in an aggregate principal amount of not to exceed $8,000,000 (the "Certificates") for the purpose of providing financing for certain capital public facilities, more particularly described in the hereinafter defined Lease Agreement (the "Facilities") for lease by the City to the Authority and lease by the Authority back to the City in accordance with the terms of a Lease Agreement, dated as of August 1, 2002,by and between the Authority and the City (the "Lease Agreement."); and WHEREAS, in order to accomplish the financing of the Facilities and the execution, delivery and sale of the Certificates,it is necessary that the City enter into a Lease Agreement, a Trust Agreement, and an Assignment Agreement and, relating to the Certificates together with the execution and delivery of a Reimbursement Agreement, a Confirmation Agreement, which permit the Certificates to bear interest at variable rates and that certain other actions be taken and authorized; and IRV#23074 v1 I Resolution 20390 Page 2 ' WHEREAS, the City Council has conducted a noticed public hearing pursuant to Section 6586.5 of the California Government Code and published notice was given in accordance with the terms thereof. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS AS FOLLOWS: Section 1. Findings and Determinations. Pursuant to the Act, the City Council hereby finds that the issuance of the Certificates by the Authority will result in savings in effective interest rates, underwriting costs and bond insurance costs and thereby result in significant public benefits in accordance with Section 6586 of the Act. Section 2. Approval of Certificates. The City Council hereby approves of the issuance of the Certificates by the Authority under and pursuant to the Act provided that the maximum aggregate principal amount of the Certificates shall not exceed $8,000,000. Section 3. Approval of Financing Documents. The City Council hereby approves each of the following documents in substantially the respective forms on file with the City Clerk, together with such additions thereto and changes therein as the Special Counsel shall deem necessary, desirable or appropriate, the execution of which by the Mayor,the Mayor Pro Tem, the City Manager or the Director of Finance and Treasurer shall be conclusive evidence of the approval of any such additions and changes. (1) the Trust Agreement relating to the execution and delivery of the Certificates by and between BNY Western Trust Company (the "Trustee'), the City and the Authority; (2) the Lease Agreement relating to the lease of the facilities by the City from the Authority. (3) the Assignment Agreement between the Authority and the Trustee. (4) the Bond Purchase Contract, among the City, the Authority and the Stone &Youngberg LLC, as Underwriter, and (5) the Reimbursement Agreement among the City, the Authority and Union Bank of California, as Credit Bank. (6) the Confirmation Agreement, among the City, the Authority and California State Teachers Retirement System, as Confirming Bank, and (7) the Remarketing Agreement, among the City, the Authority and the Remarketing Agent defined below. The Mayor, the Mayor Pro Tem, the City Manager or the Director of Finance and ' treasurer is hereby authorized and directed to execute, and the City Clerk is hereby authorized IRV#23074 v1 -2- FAV� Cw2w Resoliation 20390 Page :3 and directed to attest and affix the seal of the City to, the final forms of each of the above- ' mentioned documents for and in the name and on behalf of the City. Section 4. Sale of Certificates. The City Council hereby approves the sale of the Certificates by the Authority to the Underwriter at a variable rate which will not exceed 7%. The Underwriter's discount shall not exceed 2%. Section 5. Official Statement. The City Council hereby approves the Preliminary Official Statement (the "Preliminary Official Statement") and authorizes its distribution in connection with the sale of the Certificates. The City Manager or Treasurer is authorized to approve the amendment of the Preliminary Official Statement from time to time, pending distribution thereof, as shall be required, and in the opinion of the City Manager or Treasurer and Special Counsel, to cause the Preliminary Official Statement to contain any further information necessary to accurately describe the Certificates and to certify that the Preliminary Official Statement as distributed is deemed to be "near final" within the meaning of Rule 15c-2- 12 of the Securities Exchange Commission. The Final Official Statement to consist of the Preliminary Official Statement and such changes thereto as may be approved by the City Manager or Treasurer, upon advice of Special Counsel, is hereby approved and the Mayor, the City Manager or Treasurer or their designee is hereby authorized to execute said Final Official Statement on behalf of the City. The City Manager or Treasurer or his designee is hereby authorized to approve and authorize such changes in the Preliminary Official Statement in the preparation of the Final Official Statement as are approved by Special Counsel to the City. The distribution of the Preliminary Official Statement in connection with the sale of the Certificates is hereby approved. The City Council has reviewed and approved the Continuing Disclosure Certificate the form of which is attached as Appendix C to the Preliminary Official Statement and the City Manager or the Director of Finance and Treasurer is further authorized to sign the Continuing Disclosure Certificate on behalf of the City in such form as may be approved by the officer executing the same. Section 6. Trustee. BNY Western Trust Company is hereby appointed as Trustee pursuant to the Trust Agreement, to take any and all action provided therein to be taken by the Trustee, and is further designated and appointed as paying agent for the Certificates. Section 7. Special Counsel. The law firm of Burke, Williams & Sorensen, LLP is hereby retained as bond counsel on the terms set forth in the contract of said firm on file with the City. Section 8. Remarketing Agent. Stone rk Youngbergis hereby appointed as Remarketing Agent, pursuant to the Trust Agreement, and are authorized to take all action provided therein to be taken by the Remarketing Agent. The City Manager or Treasurer is authorized to execute an agreement relating to the services of the Remarketing Agent. Section 9. Form of Certificates. The form of the Certificates as set forth in the Trust Agreement is hereby approved, and thej Trustee is hereby authorized to execute and deliver the Certificates in an aggregate principal amount as set forth in the Trust Agreement ' and to apply and expend the proceeds thereof as specified in the Trust Agreement. Iav a23074 vi -31- Resolution 20390 Page 4 Section 10. Requisitions. The Mayor, the City Manager and the Director of ' Finance and Treasurer, or any one of them, are hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay the costs of delivering the Certificates from the proceeds of the Certificates pursuant to the Trust Agreement. Section 11. Other Acts. The Mayor, the City Clerk, the City Manager and the Finance Director and Treasurer are hereby authorized and directed,jointly and severally, to do any and all things, to execute and deliver any and all documents,which in consultation with the staff and special counsel they may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, including the acquisition of a municipal bond insurance policy, a reserve fund surety, attaining ratings on the Certificates and appointments of a remarketing agent or agent for the Certificates or otherwise to effectuate the purposes of this Resolution, including signing any commitment agreements relating thereto, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 12. Effective Date. This Resolution shall take effect upon adoption. ADOPTED this 17th day of July , 2002. AYES: Members Hodges, Mills, Oden, Reller-Spurgin and Mayor Rleindienst NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA City Clerk City Manager REVIEWED & APPROVED IRV#23074 vl -4- I 'v