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HomeMy WebLinkAbout20895 - RESOLUTIONS - 4/7/2004 ' RESOLUTION NO. 20895 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, APPROVING AND AUTHORIZING THE EXECUTION OF A SUPPLEMENTAL TRUST AGREEMENT NO. 3 AND OTHER LEGAL DOCUMENTS WITH RESPECT TO THE CITY OF PALM SPRINGS FINANCING AUTHORITY LEASE REVENUE BONDS, 2004 SERIES A (CONVENTION CENTER EXPANSION PROJECT) WHEREAS, on November 5, 1984, the City Council (the "City Council") of the City of Palm Springs (the "City") adopted a Resolution entitled "RESOLUTION AUTHORIZING DELIVERY OF THE CITY OF PALM SPRINGS CERTIFICATES OF PARTICIPATION (CONVENTION CENTER PROJECT) FOR THE PURPOSE OF FINANCING THE ACQUISITION AND DEVELOPMENT OF A CONVENTION CENTER FACILITY (THE "PROJECT") AND AUTHORIZING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS PERTAINING TO THE PROJECT; and WHEREAS, $36,670,000 aggregate principal amount of Certificates of Participation (Convention Center Project) (the "Certificates of Participation") were sold and delivered on November 5, 1984; and ' WHEREAS, on December 31, 1984, the City Council adopted a Resolution entitled, "RESOLUTION APPROVING THE FORM OF AN AMENDED AND RESTATED TRUST AGREEMENT, DATED AS OF NOVEMBER 1, 1984, BY AND AMONG FIRST INTERSTATE BANK OF CALIFORNIA, THE CITY OF PALM SPRINGS AND SENCA PALM SPRINGS, INC; AUTHORIZING THE EXECUTION THEREOF; AMENDING A CERTAIN RESOLUTION OF THE CITY OF PALM SPRINGS ADOPTED ON NOVEMBER 1, 1984; AND PROVIDING AN EFFECTIVE DATE"; and WHEREAS, on March 28, 1985, the City Council adopted a Resolution entitled, "RESOLUTION APPROVING THE FORM OF A SECOND AMENDED AND RESTATED TRUST AGREEMENT, DATED AS OF NOVEMBER 1, 1984, BY AND AMONG FIRST INTERSTATE BANK OF CALIFORNIA, THE CITY OF PALM SPRINGS AND SENCA PALM SPRINGS, INC.; APPROVING THE FORM OF AN AMENDED AND RESTATED INSTALLMENT SALE AGREEMENT, DATED AS OF NOVEMBER 1, 1984, BY AND BETWEEN SENCA PALM SPRINGS, INC. AND THE CITY OF PALM SPRINGS; AUTHORIZING THE EXECUTION THEREOF; APPROVING THE FORM OF AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT, DATED AS OF DECEMBER 31, 1985, BY AND BETWEEN THE CITY OF PALM SPRINGS AND EACH OF ELEVEN LIMITED PARTNERSHIPS; AMENDING A CERTAIN RESOLUTION OF THE CITY OF PALM SPRINGS ADOPTED ON DECEMBER 31, 1984; APPROVING THE OFFICIAL STATEMENT AND RATIFYING THE USE OF THE PRELIMINARY OFFICIAL STATEMENT RELATING TO THE REMARKETING OF THE CERTIFICATES OF PARTICIPATION (CONVENTION CENTER PROJECT); APPOINTING A PAYING AGENT WITH RESPECT TO SAID CERTIFICATES; AUTHORIZING THE REMARKETING OF SAID CERTIFICATES; ACCEPTING THE RESIGNATION OF A REMARKETING AGENT AND WAIVING A THIRTY DAY NOTICE PERIOD IN CONNECTION THEREWITH; AUTHORIZING OFFICIALS OF THE CITY TO TAKE Resolution No. 20895 Page 2 ANY AND ALL ACTION NECESSARY IN CONNECTION WITH THE REMARKETING OF SAID ' CERTIFICATES; RATIFYING, CONFIRMING AND APPROVING ALL ACTIONS HERETOFORE TAKEN IN CONNECTION WITH SAID CERTIFICATES, AND PROVIDING AN EFFECTIVE DATE;" and WHEREAS, the aforementioned Certificates of Participation were redeemed on December 31, 1985 in accordance with the terms of the Second Amended and Restated Trust Agreement; and WHEREAS, on December 18, 1985 the City Council adopted a Resolution, entitled "A RESOLUTION OF THE CITY OF PALM SPRINGS APPROVING AND AUTHORIZING THE EXECUTION OF SUBLEASE AGREEMENT RELATING TO CONVENTION CENTER FACILITIES AND OTHER LEGAL DOCUMENTS WITH RESPECT THERETO", pursuant to which the 1985 Certificates of Participation (Convention Center Project) (the "1985 Certificates") were issued in an aggregate principal amount of $35,000,000, the proceeds of which were used to replace the proceeds of the Certificates of Participation authorized, sold and delivered on November 5, 1984, which were not expended on the Project for which such Certificates of Participation were issued; and WHEREAS, the City Council approved the refunding by the City of Palm Springs Financing Authority (the "Authority") of the 1985 Certificates through the issuance of the City of City of Palm Springs Financing Authority Lease Revenue Bonds, 1991 Series A ("1991 Bonds") in the aggregate amount of $50,668,512.10 pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act'); and ' WHEREAS, the City advance refunded a portion of the 1991 Bonds through the issuance of the City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 1997 Series B (Convention Center Project) (the "1997 Bonds"); and WHEREAS, the City currently refunded an additional portion of the 1991 Bonds with a portion of the Lease Revenue Refunding Bonds, 2001 Series A (Convention Center Project) (the "2001 Bonds"); and WHEREAS, $2,125,539.90 initial principal amount of the 1991 Bonds, $11,205,000 aggregate principal amount of the 1997 Bonds and $26,230,000 aggregate principal amount of the 2001 Bonds remain outstanding; and WHEREAS, it is now desirable to currently refund the 1997 Bonds with a portion of the Lease Revenue Bonds, 2004 Series A (Convention Center Expansion Project) (the "2004 Bonds"); and WHEREAS, the City also desires to expand the Convention Center with a portion of the 2004 Bonds; and WHEREAS, the City finds and determines that it is a public purpose as set forth in the Act that the City approve and that the Authority deliver and sell the 2004 Bonds for said purposes and that there are significant public benefits arising from the taking of such action, including, but not limited to, demonstrable savings in effective interest rate, bond preparation, bond underwriting and financing costs associated with the issuance of the 2004 Bonds; and in addition, the expansion of the Convention Center will provide employment benefits and more Resolution No. 20895 Page 3 efficient services for residential and commercial development as contemplated by Section 6586 of the Act; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Palm Springs that: SECTION 1. The above recitals are true and correct. SECTION 2. Pursuant to the Act, the City hereby approves the issuance of the 2004 Bonds in an aggregate principal amount not to exceed $65,000,000. SECTION 3. The form of the Supplemental Trust Agreement No. 3 ("Supplemental Trust Agreement No. 3"), dated as of April 1, 2004, by and among BNY Western Trust Company, as Trustee (the "Trustee"), the City and the Authority, a copy of which is on file with the City Clerk, be and is hereby approved and the Mayor or City Manager or Finance Director and other appropriate officials of City are hereby authorized and directed to execute, acknowledge and deliver, in the name and on behalf of City, Supplement Trust Agreement No. 3, with such changes therein not inconsistent with this Resolution as may be permitted under the laws of the State and approved by the Mayor or City Manager or Finance Director or any other officers executing the same on behalf of City. The approval of such changes by said Mayor or City Manager or Finance Director or other officers shall be conclusively evidenced by their execution of such Supplemental Trust Agreement No. 3. ' SECTION 4. The form of the Supplemental Lease Agreement No. 4 ("Supplemental Lease Agreement No. 4"), dated as of April 1, 2004, by and between the City and the Authority, a copy of which is on file with the City Clerk, be and is hereby approved and the Mayor or City Manager or Finance Director and other appropriate officials of City are hereby authorized and directed to execute, acknowledge and deliver, in the name and on behalf of City, the Supplemental Lease Agreement No. 4, with such changes therein not inconsistent with this Resolution as may be permitted under the laws of the State and approved by the Mayor or City Manager or Finance Director or any other officers executing the same on behalf of City. The approval of such changes by said Mayor or City Manager or Finance Director or other officers shall be conclusively evidenced by their execution of such Supplemental Lease Agreement No. 4. SECTION 5. The form of Escrow Deposit Agreement, dated as of April 1, 2004 (the "Escrow Agreement"), by and between BNY Western Trust Company as Escrow Agent, the Authority and City, a copy of which is on file with the City Clerk, be and is hereby approved in substantially the form thereof, or with such changes as may be approved by the Mayor or City Manager or Finance Director of any other officers executing the same, said officer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and each of said officers be and is hereby authorized to execute and deliver the Escrow Agreement. SECTION 6. That the Preliminary Official Statement relating to the 2004 Bonds (the "Preliminary Official Statement"), a copy of which is on file with the City Clerk, is approved for distribution by Stone & Youngberg, LLC, to municipal bond broker-dealers, to banking ' institutions, and to members of the general public who may be interested in purchasing the 2004 Bonds. The Mayor or City Manager or Finance Director 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 Resolution No. 20895 Page 4 to contain any further information necessary to accurately describe the 2004 Bonds and the ' Mayor or City Manager or Finance Director 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 2004 Bonds shall be submitted to the Mayor or the City Manager or Finance Director for approval. SECTION 7. The Mayor or City Manager or Finance Director or any other appropriate officers of City are further authorized and directed to execute such certifications, financing statements, bond purchase agreements, assignments, the official statements and instruments as are, in the opinion of Aleshire & Wynder, LLP, Bond Counsel, necessary or appropriate to perfect the assignments set forth in the Supplemental Trust Agreement No. 3 and Supplemental Lease Agreement No. 4 and to consummate the transactions contemplated by this Resolution and provided for in the aforementioned documents. SECTION 8. It is found and determined that all formal actions of City concerning and relating to the adoption of this Resolution were adopted in an open meeting of the City Council subsequent to the holding of a public hearing pursuant to Section 6586.5 of the Act, and that all deliberations of the City Council and of any of its committees that resulting in these formal actions, were in meetings open to the public in compliance with all legal requirements. SECTION 9. All actions heretofore taken by City or any of its officials, officers or employees in connection with the sale and delivery or remarketing of the 2004 Bonds are hereby ratified, confirmed and approved. SECTION 10. Any resolutions of the City Council adopted prior to this Resolution ' are, to the extent they are in consistent or conflict with this Resolution, hereby repealed and rescinded. SECTION 11. This Resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED THIS 7T" day of April, 2004. AYES: Members Feat, McCulloch, Mills, Pougnet and Mayor Oden NOES: None ABSENT: None ATTEST CITY OF PALM SPRINGS, CALIFORNIA `City Clerk City Ra a REVIEWED AND APPROVED AS TO FORM ,