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HomeMy WebLinkAbout21464 - RESOLUTIONS - 12/7/2005 i i RESOLUTION NO. 21464 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $13,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF PALM SPRINGS 2006 AIRPORT PASSENGER FACILITY CHARGE SUBORDINATE REFUNDING REVENUE BONDS (PALM SPRINGS INTERNATIONAL AIRPORT) AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS AND THE TAKING OF 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 Irternational 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 remains outstanding; and WHEREAS, the City and the Authority now desire to refund the 1992 Bonds; and WHEREAS, in order to refund the 1992 Bonds, the City desires to authorize the issuance of its not to exceed $13,000,000 aggregate principal amount of its City of Palm Springs 2006 Airport Passenger Facility Charge Subordinate Refunding Revenue Bonds (Palm Springs International Airport) (the "Bonds"); and WHEREAS, the payment of principal and interest on the Bonds will be secured by the a lien on passenger facility charges; and Resolution No.21464 Page 2 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 City of 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 City may refund the 1992 Bonds pursuant to the provisions of the Refunding Bond Law, constituting Sections 53570 et. seq. of the California Government Code; and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, (the "Code"), the 1998 Bonds are required to be approved, following a public hearing, by an elected representative of the issuer of the Bonds and an elected representative of the governmental unit having jurisdiction over the area in which the Project is located; and WHEREAS, the City Council of the City is the elected legislative body of the City and the entity issuing the Bonds; and WHEREAS, the Project is located wholly within the geographic jurisdiction of the City; and ' WHEREAS, the City Clerk has caused a notice to appear in The Desert Sun which is a newspaper of general circulation in the City on Saturday, November 19, 2005, to the effect that a public hearing would be held by this City Council on December 7, 2005, regarding the issuance of the Bonds to refinance the 1992 Bonds and the Project and the nature and location of the Project; and WHEREAS, this City Council held the above-described public hearing on such date, at which time an opportunity was provided to present arguments both for and against the issuance of the Bonds and the nature and location of the Project; and WHEREAS, the City will issue the Bonds pursuant to the terms of the Trust Indenture (the "Indenture"), by and between the City and The Bank of New York Trust Company, N.A., as Trustee (the "Trustee"); and WHEREAS, the City desires to sell the Bonds to Stone & Youngberg LLC (the "Underwriter") pursuant to a Purchase Contract by and between 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 City, has prepared a preliminary official statement (the 'Preliminary Official Statement'); and ' WHEREAS, in connection with the refinancing of the 1992 Bonds, the City Council desires to approve the Indenture, Purchase Contract, the Preliminary Official Statement, the Resolution No.21464 Page 3 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 THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The above recitals, and each of them, are true and correct. Section 2. Pursuant to Section 147(f) of the Code, this City Council hereby approves the issuance of the Bonds in an amount not to exceed $13,000,000 to refund the 1992 Bonds and refinance the Project. It is the purpose and intent of this City Council that this Resolution constitutes approval of the issuance of bonds by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located and on behalf of which such bonds will be issued in accordance with said Section 147(f). Section 3. This City Council hereby approves of the issuance by the City of its aggregate principal amount not to exceed $13,000,000 City of Palm Springs 2006 Airport Passenger Facility Charge Subordinate Refunding Revenue Bonds (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 8 be approved by the Mayor, City Manager or the Director of Finance & Treasurer of the City (or the designees of the Mayor, City Manager or Director of Finance & Treasurer) (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 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 1.8% of the principal amount of the Bonds, all to be approved by an Authorized Officer. Section 5. The form of Escrow Agreement on file with the City Clerk (the "Escrow Agreement"), among the City, the Authority 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"), to be executed by the City, is hereby approved with Resolution No.21464 Page 4 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 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. Section 9. The firm of Aleshire & Wynder, LLP is hereby appointed as Bond Counsel in connection with the issuance of the Bonds. Section 10. The firm of Harrell and Company Advisors, LLC is hereby appointed as Financial Consultant in connection with the issuance of the Bonds. Section 11. The firm of Hunton & Williams LLP is hereby appointed as Disclosure Counsel in connection with the issuance of the Bonds. ADOPTED this 7th day of December, 2005. David H. Ready, Cit finger ATTEST Lmr J es Thompson, City dlerk ' Resolution No.21464 Page 5 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, City Clerk of the City of Palm Springs, hereby certify that Resolution No. 21464 is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on December 7, 2005, by the following votes. AYES: Councilmember Mills, Councilmember Pougnet, Councilmember McCulloch, Mayor Pro Tern Foat, and Mayor Oden NOES: None ABSENT: None ABSTAIN: None J mes Thompson, City Clerk ity of Palm Springs, California 0