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HomeMy WebLinkAbout21951 - RESOLUTIONS - 6/20/2007 RESOLUTION NO. 21951 ' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS APPROVING DOCUMENTS AND ACTIONS RELATING TO THE CITY OF PALM SPRINGS FINANCING AUTHORITY 2007 REFUNDING LEASE REVENUE BONDS (PUBLIC CAPITAL IMPROVEMENTS). WHEREAS, the City of Palm Springs Financing Authority (the "Authority") was formed under a 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"), as amended, and is authorized under said Agreement and under the laws of the State of California to refinance the acquisition and construction of public capital improvements for the City and the Agency; and WHEREAS, the City desires to refinance lease payments payable by the City to the Authority pursuant to a Lease Agreement, dated as of October 1, 1996, by and between the City and the Authority (the 1996 Lease Agreement"), and, thereby, refund and defease certain 1996 Refunding Certificates of Participation (Multiple Capital Facilities Project) sold and delivered in the initial principal amount of $24,135,000 (the "1996 Certificates of Participation"); and WHEREAS, the City also desires to refinance lease payments payable by the ' City to the Authority pursuant to a Supplemental Lease Agreement, dated as of August 1, 1998, by and between the City and the Authority (the "1998 Lease Agreement"), and, thereby, refund and defease certain 1998 Refunding Certificates of Participation (Multiple Capital Improvements Project) sold and delivered in the initial principal amount of$3,065,000 (the "1998 Certificates of Participation"); and WHEREAS, for the purpose of such refinancing of the 1996 Lease Agreement and the 1998 Lease Agreement and such refunding and defeasance of the 1996 Certificates of Participation and the 1998 Certificates of Participation, the Authority proposes to issue its City of Palm Springs Financing Authority 2007 Refunding Lease Revenue Bonds (Public Capital Improvements) (the "Bonds") in the aggregate principal amount of not to exceed $24,000,000 pursuant to a Trust Indenture, dated as of July 1, 2007, by and between the Authority and The Bank of New York Trust Company, N.A., as trustee (the "Indenture") and under the provisions of Article 4 of Chapter 5 of Division 2 of Title 5 of the California Government Code, commencing with Section 6584 of said Cade (the "Bond Law"); and WHEREAS, the Bonds will be secured by a pledge of certain Revenues under and as defined in the Indenture, consisting primarily of lease payments (the "Lease Payments") payable by the City with respect to the Tahquitz Creek Municipal Golf Course/Resort Course and the City of Palm Springs Police Building within the City's Municipal Complex (together, the "Properties") under a Lease Agreement, dated as of ' July 1, 2007, between the Authority and the City (the "Lease Agreement"); and WHEREAS, the City and the Authority will enter into a Sites and Facilities Lease, dated as of July 1, 2007 (the "Sites Lease"), pursuant to which the City, as lessor, will Resolution No. 21951 Page 2 lease the Properties to the Authority, as lessee, for lease back to the City pursuant to the Lease Agreement; and ' WHEREAS, Section 6586 of the Bond Law provides that there shall be significant public benefits to the citizens of the City from the issuance of the Bonds; and WHEREAS, the City hereby approves the issuance of the Bonds by the Authority to refinance the public capital improvements financed by the 1996 Lease Agreement and the 1998 Lease Agreement and by the 1996 Certificates of Participation and the 1998 Certificates of Participation and determines that there are significant public benefits to the City from the proposed refinancing in that there will be demonstrable savings to the City from the issuance and sale of the Bonds by the Authority secured pursuant to the general fund lease of the Properties by the City, including savings in interest costs, all as evidenced by the calculations with respect to the issuance of the Bonds by the Authority on file in the official records of the City; and WHEREAS, the Authority proposes to sell the Bonds to Kinsell, Newcomb & De Dios, Inc. (the "Underwriter'), all on the terms and conditions provided in the form of a Bond Purchase Agreement (the "Purchase Agreement') on file with the Secretary; WHEREAS, the Authority has, with the assistance of its Financial Advisor, Harrell & Associates, Advisors, and its disclosure counsel, Fulbright & Jaworski L.L.P., caused to be prepared a form of Official Statement describing the Bonds, the Authority ' and the City, the preliminary form of which is on file with the Secretary (the "Official Statement"); and WHEREAS, the City Council wishes at this time to give its approval to the transactions described herein and the final form of the agreements and documents relating thereto; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Palm Springs as follows: Section 1. Approval of Bonds. The City Council hereby approves of the issuance of the Bonds by the Authority under the Bond Law, in the maximum aggregate principal amount of not to exceed $24,000,000, for the purpose of providing funds to refinance the 1996 Lease Agreement and the 1998 Lease Agreement and the refunding and defeasance of the 1996 Certificates of Participation and the 1998 Certificates of Participation. Section 2. 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 City Manager, any Assistant City Manager or the Finance Director (each an "Authorized Officer') deems necessary, desirable or appropriate, and the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any such additions and changes: Resolution No. 21951 Page 3 (1) Sites and Facilities Lease, dated as of July 1, 2007, by and ' between the City as lessor and the Authority as lessee, providing for the lease of certain City-owned properties by the City to the Authority for lease back to the City pursuant to the Lease Agreement; (2) Lease Agreement, dated as of July 1, 2007 (the "Lease Agreement'), by and between the Authority as lessor and the City as lessee, providing for the lease back of such properties by the Authority to the City; (3) Lease Agreement, dated as of July 1, 2007 (the "Lease Agreement'), by and between the Authority as lessor and the City as lessee, providing for the lease back of such properties by the Authority to the City; (4) Assignment Agreement, dated as of July 1, 2007, by and between the Authority and the Trustee, providing for the assignment to the Trustee by the Authority of certain rights of the Authority under the Lease Agreement; (5) 1996 Certificates Escrow Deposit and Trust Agreement, dated as of July 1, 2007, by and among the Authority, the City and The Bank of New York Trust Company, N.A., as escrow bank, providing for the payment in full of the 1996 Lease Agreement and the refunding and defeasance of the 1996 Certificates; and (6) 1998 Certificates Escrow Deposit and Trust Agreement, dated as of July 1, 2007, by and among the Authority, the City and The Bank of New York Trust Company, N.A., as escrow bank, providing for the payment in full of the 1998 Lease Agreement and the refunding and defeasance of the 1998 Certificates. An Authorized Officer is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of each of the foregoing documents and agreements for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of each of the foregoing documents and agreements. Section 3. Sale of the Bonds. The City Council hereby approves the sale of the Bonds to the Underwriter pursuant to and in accordance with the Purchase Agreement in substantially the form on file with the City Clerk together with any additions thereto or changes therein approved by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. The City Council hereby authorizes and directs any Authorized Officer to accept, for and in the name and on behalf of the City, an offer from the Underwriter to purchase the Bonds from the Authority and to execute the Purchase Agreement; provided, however, that the stated average annual interest rate payable with respect to the Bonds shall not exceed five percent (5.00%) per annum and the purchase price paid by the Underwriter for the purchase of the Bonds shall be ' ninety-nine and one-quarter percent (99.25%) of the par amount thereof, excluding any original issue discount on the Bonds. Resolution No. 21951 Page 4 Section 4, Official Statement. The City Council hereby approves the preliminary form of Official Statement describing the Bonds and the City. Distribution of such ' preliminary Official Statement by the Underwriter in connection with the sale of the Bonds is hereby approved. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. An Authorized Officer shall execute and deliver to the purchaser of the Bonds the Continuing Disclosure Agreement substantially in the form appended to the final Official Statement. Section 5. Official Actions. The Mayor, the City Manager, each Assistant City Manager, the Finance Director, the City Clerk, the Deputy City Clerk, the City Attorney and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions as described herein. Section 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED THIS 20t" DAY OF JUNE, 2007. t David H. Ready, C> anager ' ATTEST: les 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. 21951 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 20, 2007, by the following vote: AYES: Councilmember Foat, Councilmember McCulloch, Councilmember Mills, Mayor Pro Tern Pougnet and Mayor Oden. NOES: None. ABSENT: None. ABSTAIN: None. mes Thompson, City Clerk ity of Palm Springs, California