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HomeMy WebLinkAbout21206 - RESOLUTIONS - 2/16/2005 RESOLUTION NO. 21206 OF THE CITY COUNCIL OF THE CITY OF PALM ' SPRINGS, CALIFORNIA APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $13,500,000 PRINCIPAL AMOUNT OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AIRPORT PASSENGER FACILITY CHARGE SUBORDINATE REFUNDING REVENUE BONDS, SERIES 2005A (PALM SPRINGS INTERNATIONAL AIRPORT) AND ,AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH . WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a joint exercise of powers authority organized and existing under the laws of the State of California, and pursuant to a joint exercise of powers agreement, dated February 1, 1991, between the City of Palm Springs (the "City') and the Community Redevelopment Agency of the City of Palm Springs (the "Agency'), as amended, with the authority to assist the City and the Agency in providing for financing and refinancing in connection with the acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City and the Agency, including but not limited to, the acquisition of land and construction of improvements for the benefit of the Palm Springs International Airport; and WHEREAS, the Authority, upon the request of the City, previously issued its City of Palm , Springs Financing Authority (Palm Springs Regional Airport) Airport Revenue Bonds, 1992 Series (the "1992 Bonds") pursuant to a Master Trust Indenture, dated as of August 1, 1992, between the Authority and First Interstate Bank of California, as predecessor to The Bank of New York Trust Company, N.A., as trustee (the "1992 Trustee"), as amended and supplemented by that First Supplemental Trust Indenture, dated as of August 1, 1992, by and between the Authority and the 1992 Trustee (collectively, the 1992 Trust Agreement'); and WHEREAS, the proceeds of the 1992 Bonds were used to fund the construction of certain improvements at the Palm Springs International Airport, known as the Phase 1A Terminal Expansion Improvements (the "Project')for the benefit of the City; and WHEREAS, $12,615,000 aggregate principal amount of the 1992 Bonds remain outstanding; and WHEREAS, the City and the Authority now desire to refund the 1992 Bonds; and WHEREAS, in connection with refunding the 1992 Bonds the City desires to prepay its obligations under the First Amended and Restated Installment Sale Agreement, dated as of August 1, 1992 (the "1992 Installment Sale Agreement'), between the City and the Authority; and WHEREAS, in order to prepay its obligations under the 1992 Installment Sale ' Agreement, the City will sell the Project to the Authority pursuant to a Sale Agreement (the "Sale Agreement'), by and between the City and the Authority; and Resolution 21206 Page 2 ' WHEREAS, the Authority will resell the Project to the City pursuant to the Installment Sale Agreement (the 'Installment Sale Agreement'), by and between the Authority and the City, whereby the City will be obligated to make Installment Payments (as defined in the Installment Sale Agreement)to the Authority; and WHEREAS, the Authority will authorize the issuance of its not to exceed $13,500,000 aggregate principal amount of its City of Palm Springs Financing Authority Airport Passenger Facility Charge Subordinate Refunding Revenue Bonds, Series 2005A (Palm Springs International Airport) (the "Bonds"); and WHEREAS, the Authority is authorized to exercise certain powers to issue the Bonds pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (constituting Article 4 of Chapter 5 of Division 7 of Title 1, commencing at Section 6584 of the Government Code of the State of California) (the "Act'); and WHEREAS, the payment of principal and interest on the Bonds will be secured by the Installment Payments, which Installment Payments shall be derived from certain passenger facility charges to be received by the City in connection with the operations of the Palm Springs International Airport; and WHEREAS, the pledge of the passenger facility charges by the City to secure the Bonds will be subordinate to the pledge provided by the City to secure the outstanding Palm Springs Financing Authority Airport Passenger Facility Charge Revenue Bonds, Series ' 1998 (Palm Springs Regional Airport) (the 1998 Bonds'); and WHEREAS, the proceeds of the Bonds will be used to (a) refund the outstanding 1992 Bonds, (b) pay accrued interest on the bonds to the date of delivery, if any, (c) fund a reserve fund for the Bonds and (d) pay certain costs of issuance in connection with the Bonds; and WHEREAS, the Authority may refund the 1992 Bonds pursuant to Section 6595.3 of the Act; and WHEREAS, the Authority will issue the Bonds pursuant to the terms of the Trust Indenture (the 'Indenture"), by and between the Authority and The Bank of New York Trust Company, N.A., as Trustee (the "Trustee"); and WHEREAS, the Authority desires to sell the Bonds to Stone & Youngberg LLC (the "Underwriter") pursuant to a Purchase Contract by and among the Authority, the City, and the Underwriter (the "Purchase Contract'); and WHEREAS, to provide for the sale of the Bonds to the public by the Underwriter, Harrell & Company Advisors, LLC, the Financing Consultant, on behalf of the Authority and the City, has prepared a Preliminary Official Statement; and WHEREAS, in connection with the refinancing of the 1992 Bonds, the Council desires to ' approve the Sale Agreement, the Installment Sale Agreement, the Purchase Contract, the Preliminary Official Statement, the Continuing Disclosure Certificate (as hereinafter defined) and the Escrow Agreement (as hereinafter defined), and any other agreements or documents necessary to issue the Bonds (collectively, the "Financing Documents"); and Resolution 21206 Page 3 WHEREAS, the City and the Authority have previously entered into Amendment No. 1 to ' the First Amended and Restated Installment Sale Agreement, dated as of April 1, 1998 ("Amendment No. 1"), between the Authority and the City, in order to facilitate the issuance of the 1998 Bonds, which 1998 Bonds were issued on a parity with the 1992 Bonds; WHEREAS, the City and the Authority, with the consent of Financial Security Assurance, Inc., the insurer of the 1998 Bonds, desire to amend the 1992 Installment Sale Agreement, as amended by Amendment No. 1 (collectively, the "1998 Installment Sale Agreement") to allow the City to include certain passenger facility charges in its calculation of the rate covenant applicable to the 1998 Bonds; and WHEREAS, the City and the Authority may enter into such amendment pursuant to the 1998 Installment Sale Agreement, which is permitted by Section 9.14 of the 1992 Installment Sale Agreement; and WHEREAS, there is on file with the City Clerk an Amendment No. 2 to the First Amended and Restated Installment Sale Agreement ("Amendment No. 2 to the First Amended Installment Sale Agreement'), between the City and the Authority; NOW, THEREFORE, the City Council of the City of Palm Springs, California does hereby resolve as follows: Section 1. This City Council hereby approves of the issuance by the Authority of ' its aggregate principal amount not to exceed $13,500,000 City of Palm Springs Financing Authority Airport Passenger Facility Charge Subordinate Refunding Revenue Bonds, Series 2005A (Palm Springs International Airport), in accordance with the terms and provisions of the Indenture. The form of Indenture on file with the City Clerk is hereby approved with such changes as may be approved by the Mayor, City Manager, the Finance Director of the City (or the designees of the Mayor, City Manager or Finance Director) (each, an "Authorized Officer") or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized.Officer, acting alone, is hereby authorized and directed for and in the name of the: City to execute and the City Clerk is authorized to attest to the Indenture. Section 2. The form of Sale Agreement on file with the City Clerk is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the City to execute and the City Clerk is authorized to attest to the Sale Agreement. Section 3. The form of Installment Sale Agreement on file with the City Clerk is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby ' authorized and directed for and in the name of the: City to execute and the City Clerk is authorized to attest to the Installment Sale Agreement. Resolution 21206 Page 4 ' Section 4. The form of Purchase Contract on file with the City Clerk and the sale of the Bonds pursuant to the terms set forth therein is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the City to execute the Purchase Contract. The final form of the Purchase Contract shall contain a true interest rate on the Bonds not to exceed 7%, and an underwriter's discount on the Bonds not to exceed 2%, all to be approved by an Authorized Officer. Section 5. The form of Escrow Agreement on file with the City Clerk (the "Escrow Agreement"), between the Authority, the City and The Bank of New York Trust Company, N.A. is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the City to execute the Escrow Agreement. Section 6. The form of Continuing Disclosure Certificate on file with the City Clerk (the "Continuing Disclosure Certificate"), executed by the City, is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and ' directed for and in the name of the City to execute the Continuing Disclosure Certificate. Section 7. The Preliminary Official Statement presented at this meeting is hereby approved and the distribution of said Preliminary Official Statement to prospective purchasers of the Bonds is approved with such changes as may be approved by an Authorized Officer, or Bond Counsel. The City Manager, Finance Director or Airport Director may make such changes to the Preliminary Official Statement considered necessary or appropriate to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2-12(b)(1) of Title 17 of the Code of Federal Regulations. The City Manager, Finance Director or Airport Director of the City are authorized and directed to execute and deliver the final Official Statement in accordance with the Purchase Agreement in substantially the form of the Preliminary Official Statement hereby approved, with such additions thereto and changes therein as may be recommended or approved by Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. The form of Amendment No. 2 to the First Amended Installment Sale Agreement on file with the City Clerk is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized ' Officer, acting alone, is hereby authorized and directed for and in the name of the City to execute and the City Clerk is authorized to attest to Amendment No. 2 to the First Amended Installment Sale Agreement. Each Authorized Officer is authorized to approve and execute such consents, certificates, agreements or Resolution 21206 Page 5 assignments as may be required or appropriate to effectuate the purposes of this ' Section. Section 9. The Authorized Officers, or the City Clerk, or their designees, and each and every officer thereof is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale and delivery of the Bonds and otherwise effectuate the purpose of this Resolution, including, without limitation, the execution or amendment of agreements with the Federal Aviation Administration necessary or desirable to permit the pledging of passenger facility charges to the payment of the Bonds. Section 10. The firm of Aleshire & Wynder, LLP is hereby appointed as Bond Counsel in connection with the issuance of the Bonds. Section 11. The firm of Harrell and Company Advisors, LLC is hereby appointed as Financial Consultant in connection with the issuance of the Bonds. Section 12. The firm of Hunton & Williams LLP is hereby appointed as Disclosure Counsel in connection with the issuance of the Bonds. ADOPTED this 16"' day of February, 20005. AYES: Members Foat, McCulloch, Mills, Pougnet and Mayor Oden , NOES: None ABSENT: None ABSTAIN: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA /� City Clerk City Manag