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HomeMy WebLinkAbout21620 - RESOLUTIONS - 6/7/2006 RESOLUTION NO. 21620 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2005-2 (ESCENA) OF THE CITY OF PALM SPRINGS, AUTHORIZING THE ISSUANCE OF ITS SPECIAL TAX BONDS, 2006 SERIES A, IN AN AGGREGATE PRINCIPAL_ AMOUNT NOT TO EXCEED $15,000,000; AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City Council (the "City Council") of the City of Palm Springs (the "City"), located in Riverside County, California (hereinafter sometimes referred to as the "legislative body of the District") has heretofore undertaken proceedings and declared the necessity of Community Facilities District No. 2005-2 (Escena) of the City of Palm Springs (the "District') to issue bonds pursuant to the terms and provisions of the Mello- Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the "Act'); and WHEREAS, pursuant to Resolution No. 21416 adopted on October 5, 2005, the City Council formed the District and on October 5, 2005, a certain bond proposition was submitted to the qualified electors within the District (the 'Proposition"), which Proposition was approved by more than two-thirds of the votes cast at the election held within the District on October 5, 2005; and WHEREAS, pursuant to the Proposition, the District is authorized to issue bonded indebtedness, upon satisfaction of certain conditions, in an aggregate principal amount of not to exceed $21,000,000 secured by special taxes of the District; and WHEREAS, based upon the above-mentioned Resolution adopted by the legislative body of the District and the election, the District is now authorized to issue bonds with respect to the District in one or more series, pursuant to the Act; and WHEREAS, the legislative body of the District desires to issue bonds for the District at this time under the Act to finance (a) a portion of the facilities to be constructed and (public fees in the District (the "Facilities"), (b) paying off the assessments in .Assessment District No. 155 (the "AD 155 Payment'), (c) a Reserve Fund and (d) Incidental Expenses which the District is authorized to finance or refinance, as such terms are defined and described in Resolution No. 21381, adopted by the City Council of the City on July 20, 2005; and WHEREAS, the District desires to issue an initial series of bonds in an aggregate principal amount not to exceed $15,000,000 designated as the Community Facilities District No. 2005-2 (Escena) of the City of Palm Springs Special Tax Bonds, 2006 ;Series A (the `Bonds"); and ' WHEREAS, in order to effect the issuance of the Bonds, the legislative body of the District desires to approve the form of a Preliminary Official Statement for the Bonds and to approve the forms of and authorize the execution and delivery of a fiscal agent Resolution No. 21620 Page 2 agreement, a bond purchase contract and a continuing disclosure certificate, and an acquisition and funding agreement, the forms of which are on file with the City Clerk; and WHEREAS, the legislative body of the District has determined in accordance with Government Code Section 53360.4 that a negotiated sale of the Bonds to Stone & Youngberg LLC (the "Underwriter"), in accordance with the terms of the Bond Purchase Contract for the Bonds to be entered into by the District and the Underwriter (the "Bond Purchase Contract") will result in a lower overall cost to the District than a public sale; and WHEREAS, the legislative body of the District has determined that it is prudent in the management of its fiscal affairs to issue the Bonds; and WHEREAS, the value of the real property in the District subject to the special tax to pay debt service on the Bonds is more than four times the principal amount of the Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District, which fact is required as a precondition to the issuance of the Bonds; and WHEREAS, all conditions precedent to issuance of the Bonds pursuant to the policies and procedures of the City of Palm Springs relating to community facilities districts have been met or are hereby waived; THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE ' AS FOLLOWS: Section 1. Each of the above recitals is true and correct and is adopted by the legislative body of the District. Section 2. The District is authorized pursuant to the Act to issue the Bonds for the purpose of financing the Facilities, paying the AD 155 Payment, funding a Reserve Fund and paying Incidental Expenses which the District is authorized to pay. Section 3. The issuance of the Bonds in a principal amount not to exceed $15,000,000 is hereby authorized, with the exact principal amount to be determined by the official signing of the Bond purchase contract for the Bonds in accordance with Section 7 below. The legislative body of the District hereby determines that it is prudent in the management of its fiscal affairs to issue the Bonds. The Bonds shall mature on the dates and pay interest at the rates set forth in the Bond purchase contract to be executed on behalf of the District in accordance with Section 7 hereof. Section 4. The form of the Fiscal Agent Agreement, dated as of June 1, 2006 (the "Fiscal Agent Agreement"), by and between the District and The Bank of New York Trust Company, N.A., as fiscal agent (the "Fiscal Agent"), a copy of which is on file with the City Clerk, be and is hereby approved in substantially the form thereof with such changes as may be approved by the Mayor, City Manager or Director of Finance and Treasurer (each, an "Authorized Officer"), said Authorized Officer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and each Authorized Officer, be and is hereby authorized, together or alone to execute and Resolution No. 21620 Page 3 deliver said Fiscal Agent Agreement and the City Clerk is authorized to attest to said Fiscal Agent Agreement. Section 5. The Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor and attested with the manual or facsimile signature of the City Clerk. The Bank of New York Trust Company, N.A. is hereby appointed to act as fiscal agent for the Bonds. Section 6. The covenants set forth in the Fiscal Agent Agreement executed in accordance with Section 4 above are hereby approved, shall be deemed to be covenants of the legislative body of the District, and shall be complied with by the District and the officers of the City, on behalf of the District. Section 7. The form of the Bond purchase contract relating to the purchase of the Bonds by the Underwriter, a copy of which is on file with the City Clerk, be and is hereby approved in the form thereof, or with such changes as may be approved by an Authorized Officer, said Authorized Officer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and each Authorized Officer, be and is hereby authorized, together or alone, to execute and deliver the Bond purchase contract and to insert in each of the aforesaid agreements the dollar amount and other such information which reflects the provisions of said Bond purchase contract; provided, however, that (1) the aggregate principal amount of the Bonds shall not exceed $15,000,000; and (2) the District shall have received from the Underwriter prior to the sale of the Bonds, its written confirmation that the Bonds will have a True Interest Cost of not more than 6.0%, with an initial underwriter's discount (exclusive of original issue discount) of no more than 1.5% of the principal amount of the Bonds. Section 8. The form of the Continuing Disclosure Certificate executed by the District (the "Disclosure Certificate"), 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 an Authorized Officer, said Authorized Officer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and each Authorized Officer, be and is hereby authorized, together or alone, to execute and deliver the Disclosure Certificate. Section 9. The form of the Preliminary Official Statement presented at this meeting is hereby approved, and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to municipal bond broker-dealers, to banking institutions, and to members of the general public who may be interested in purchasing the Bonds. The City Manager or Director of Finance and Treasurer 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 to contain any further information necessary to accurately describe the Bonds and the City Manager or Director of Finance and Treasurer 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 Bonds shall be submitted to the City Manager or the Director of Finance and Treasurer for approval and each is hereby authorized, together or alone, to execute and deliver said final Official Statement. Resolution No. 21620 Page 4 Section 10. The form of the Acquisition and Funding Agreement (the "Acquisition and Funding Agreement") relating to the acquisition by the District of facilities constructed or installed by the developers of property within the District, the payment of development and other fees, by and between the District and such developers, 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 an Authorized Officer, said Authorized Officer's execution thereof to constitute conclusive evidence of said Officer's approval of all such changes, and each Authorized Officer, be and is hereby authorized to execute and deliver the Acquisition and Funding Agreement. Section 11. In accordance with the requirements of Section 53345.8 of the Act, the legislative body of the District hereby determines that the value of the real property within the District subject to the special tax to pay debt service on the Bonds is greater than four times the principal amount of the Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District. This determination is based on the value of the real property within the District in an appraisal prepared for the District, which appraisal has been made in a manner consistent with the policies of the City of Palm Springs adopted pursuant to Section 53312.7 of the Act. Section 12. The law firm of Aleshire & Wynder, LLP, Irvine, California, is hereby appointed as Bond Counsel to the District with respect to the Bonds. Section 13. The financing consultant firm of Harrell & Company Advisors, LLC, Orange, California, is hereby appointed as Financial Advisor to the District with respect to the Bonds. Section 14. The law firm of Jones Hall, San Francisco, California, is hereby appointed as Disclosure Counsel with respect to the Bonds. Section 15. Each Authorized Officer and the other officers and staff of the City of Palm Springs and the District responsible for the fiscal affairs of the District are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the Bonds and to consummate the transactions contemplated by each aforesaid agreement. In the event that the Mayor is unavailable to sign any document authorized for execution herein, any Authorized Officer may sign such document except for the Bonds which will be manually signed by the Mayor. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. Section 16. All conditions precedent to the issuance of the Bonds pursuant to the policies of the City of Palm Springs relating to community facilities districts have been met or are hereby waived. Section 17. This resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED this 7" day of June, 2006. Resolution No. 21620 Page 5 David H. Ready, City lula'ager ATTEST: f,i�riies Thompson, City Clerk 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. 21620 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 June 7, 2006, by the Following vote: ' AYES: Councilmember Mills, Councilmember Pougnet, Mayor Pro Tern Foat and Mayor Oden NOES: None ,ABSENT: Councilmember McCulloch ,ABSTAIN: None Cvies Thompson, City Clergy ity of Palm Springs, California