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HomeMy WebLinkAbout24291 RESOLUTION NO. 24291 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS CAPACITY AS THE SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF 2017 TAX ALLOCATION REFUNDING BONDS TO REFUND CERTAIN OUTSTANDING OBLIGATIONS OF THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, APPROVING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENT TO INDENTURE OF TRUST, A SECOND SUPPLEMENT TO INDENTURE OF TRUST, ESCROW AGREEMENTS, BOND PURCHASE AGREEMENT AND PRELIMINARY AND FINAL OFFICIAL STATEMENTS AND PROVIDING OTHER MATTERS RELATING TO THE ISSUANCE OF THE REFUNDING BONDS. WHEREAS, the Community Redevelopment Agency of the City of Palm Springs (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the "Redevelopment Law"); and WHEREAS, redevelopment plans for the redevelopment project areas designated "Palm Springs Merged Redevelopment Project No. 1" and "Palm Springs Merged Redevelopment Project No. 2" in the City of Palm Springs, California, were adopted in compliance with all requirements of the Redevelopment Law; and WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code (unless otherwise noted, all Section references hereinafter being to such Code), the Former Agency has been dissolved and no longer exists as a public body, corporate and politic, and pursuant to Section 34173, the City of Palm Springs has become the successor entity to the Former Agency (the "Successor Agency"); and WHEREAS, prior to the dissolution of the Former Agency, the Former Agency previously issued the following bonds: (a) $12,770,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Bonds, 2007 Series A (the "2007 Series A Bonds"), and (b) $6,495,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 2 Taxable Tax Allocation Bonds, 2007 Series C (the "2007 Series C Bonds"); and Resolution No. 24291 Page 2 WHEREAS, Section 34177.5(a)(1) authorizes the Successor Agency to undertake proceedings for the refunding of outstanding bonds and other obligations of the Former Agency in order to achieve debt service savings within the parameters set forth in Section 34177.5(a)(1) (the "Savings Parameters"), and to issue bonds for such purpose pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the `Refunding Law"); and WHEREAS, the Successor Agency has determined, based on current conditions in the municipal bond market, that it will achieve debt service savings by refunding the 2007 Series A Bonds and the 2007 Series C Bonds in compliance with the Savings Parameters as evidenced by the analysis prepared by its Municipal Advisor, Harrell & Company Advisors, LLC describing potential savings that will accrue to the Successor Agency and to applicable taxing entities as a result of the refunding of the 2007 Series A Bonds and the 2007 Series C Bonds (the "Debt Service Savings Analysis"); and WHEREAS, the Successor Agency has previously issued its $15,635,000 aggregate principal amount of Successor Agency to the Palm Springs Community Redevelopment Agency 2014 Subordinate Tax Allocation Refunding Bonds (the "2014 Bonds") for the purpose of refunding outstanding bonds of the Former Agency, pursuant to an Indenture of Trust dated as of July 1, 2014 (the "2014 Bond Indenture"), between the Successor Agency and U.S. Bank National Association, as trustee (the "Trustee"); and WHEREAS, the Successor Agency proposes to achieve the potential debt service savings evidenced by the Debt Service Savings Analysis with respect to the refunding of the 2007 Series A Bonds by the issuance of its Successor Agency to the Palm Springs Community Redevelopment Agency Tax Allocation Refunding Parity Bonds, 2017 Series A (the "Series A Refunding Bonds"), on a parity with the 2014 Bonds, pursuant to the Law, the Refunding Law and a First Supplement to Indenture of Trust (the "First Supplemental Indenture") between the Successor Agency and the Trustee, in substantially the form on file with the Interim City Clerk, acting in the capacity as secretary of the Successor Agency (the "Interim Secretary"); and WHEREAS, the Successor Agency proposes to achieve the potential debt service savings evidenced by the Debt Service Savings Analysis with respect to the refunding of the 2007 Series C Bonds by the issuance of its Successor Agency to the Palm Springs Community Redevelopment Agency Taxable Tax Allocation Refunding Parity Bonds, 2017 Series B (the "Series B Refunding Bonds"), also on a parity with the 2014 Bonds, pursuant to the Law, the Refunding Law and a Second Supplement to Indenture of Trust (the "Second Supplemental Indenture") between the Successor Agency and the Trustee, in substantially the form on file with the Interim Secretary; and WHEREAS, pursuant to Section 34179, an oversight board (the "Oversight Board") has been established for the Successor Agency and the Successor Agency requests that the Oversight Board direct the Successor Agency to undertake proceedings for the issuance of the Refunding Bonds, it being understood that such Resolution No. 24291 Page 3 direction by the Oversight Board will enable the Successor Agency to recover its related costs in connection with the refunding proceedings, as authorized by Section 34177.5(f); and WHEREAS, the Successor Agency, with the aid of its staff, has reviewed the First Supplemental Indenture, the Second Supplemental Indenture, the separate Escrow Agreements relating to the refunding of the 2007 Series A Bonds and the 2007 Series C Bonds (collectively, the "Escrow Agreements") and the Bond Purchase Agreement and the Successor Agency wishes to authorize the issuance, sale and delivery of the Series A Refunding Bonds and the Series B Refunding Bonds (collectively, the "Refunding Bonds") and to approve the First Supplemental Indenture, the Second Supplemental Indenture, the Escrow Agreements and the Bond Purchase Agreement; and WHEREAS, the Successor Agency also requests that the Oversight Board approve the issuance, sale and delivery of the Refunding Bonds by the Successor Agency, as authorized by Section 34177.5(f), and that the Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings and the issuance, sale and delivery of the Refunding Bonds; and WHEREAS, the Successor Agency has determined to sell the Refunding Bonds to Stifel, Nicolaus & Company, Inc. (the "Underwriter") pursuant to a Bond Purchase Agreement between the Successor Agency and the Underwriter (the 'Bond Purchase Agreement"), the form of which is on file with the Interim Secretary; and WHEREAS, the Successor Agency has caused to be prepared a form of Official Statement describing the Refunding Bonds and containing material information relating to the Refunding Bonds, the preliminary form of which is on file with the Interim Secretary. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS CAPACITY AS THE SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, AS FOLLOWS: SECTION 1. Determination of Savings. The Successor Agency has determined that there are significant potential savings available to the Successor Agency and to applicable taxing entities in compliance with the Savings Parameters by the issuance by the Successor Agency of the Refunding Bonds to provide funds to refund the 2007 Series A Bonds and the 2007 Series C Bonds, all as evidenced by the Debt Service Savings Analysis on file with the Interim Secretary, which Debt Service Savings Analysis is hereby approved. Resolution No. 24291 Page 4 SECTION 2. Request for Direction. The Oversight Board is hereby requested to direct the Successor Agency to undertake the refunding proceedings pursuant to Section 34177.5(a)(1) for the issuance, sale and delivery of the Refunding Bonds. SECTION 3. Approval of Issuance of the Refunding Bonds. The Successor Agency hereby authorizes and approves the issuance of the Refunding Bonds pursuant to the Refunding Law in the aggregate principal amount of not to exceed $20,000,000 in one or more series for the purpose of providing funds to refinance the 2007 Series A Bonds and the 2007 Series C Bonds in whole or in part. The Successor Agency further authorizes the sale of the Refunding Bonds, provided that the Refunding Bonds shall bear interest at such rates and shall be sold at such a price so as to achieve the Savings Parameters required to be met by Section 34177.5(a)(1). SECTION 4. Supplemental Indentures. The Successor Agency hereby approves the First Supplemental Indenture which supplements the 2014 Bond Indenture for the purpose of prescribing the terms and provisions of the Series A Refunding Bonds and the application of the proceeds of the Series A Refunding Bonds. The Successor Agency hereby approves the Second Supplemental Indenture which supplements the 2014 Bond Indenture for the purpose of prescribing the terms and provisions of the Series B Refunding Bonds and the application of the proceeds of the Series B Refunding Bonds. Each of the Mayor, as the presiding officer of the Successor Agency, or the City Manager of the City of Palm Springs, as the chief administrative officer of the Successor Agency (each, an "Authorized Officer"), is hereby authorized and directed to execute and deliver, and the Interim Secretary, is hereby authorized and directed to attest to, the First Supplemental Indenture and the Second Supplemental Indenture for and in the name and on behalf of the Successor Agency, in substantial) the respective forms on 9 Y Y P file with the City Clerk, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of the First Supplemental Indenture and the Second Supplemental Indenture. The Successor Agency hereby authorizes the delivery and performance of the First Supplemental Indenture and the Second Supplemental Indenture. SECTION 5. Issuance in Separate Series. The Refunding Bonds may be issued as a single issue, or from time to time in separate series, as the Successor Agency shall determine. The approval of the issuance of the Refunding Bonds by the Successor Agency and by the Oversight Board shall constitute the approval of each and every separate series of Refunding Bonds, without the need for any further approval from the Oversight Board, provided that each such separate series of Refunding Bonds complies with the Saving Parameters required to be met by Section 34177.5(a)(1). SECTION 6. Escrow Agreements. The Successor Agency hereby approves the Escrow Agreements prescribing the provisions for refunding the 2007 Series A Bonds and the 2007 Series C Bonds. Each Authorized Officer is hereby authorized and Resolution No. 24291 Page 5 directed to execute and deliver, and the Interim Secretary, is hereby authorized and directed to attest to, the Escrow Agreements for and in the name and on behalf of the Successor Agency, in substantially the forms on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of the Escrow Agreements. The Successor Agency hereby authorizes the delivery and performance of the Escrow Agreements. SECTION 7. Sale of the Refunding Bonds. The Successor Agency hereby approves the sale of the Refunding Bonds to the Underwriter pursuant to and in accordance with the Bond Purchase Agreement. An Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to sell each series of the Refunding Bonds to the Underwriter and to execute and deliver the Bond Purchase Agreement, subject to the terms and conditions of the Bond Purchase Agreement; provided, however, that (a) the aggregate principal amount of the Refunding Bonds shall not to exceed $20,000,000, (b) the Refunding Bonds shall bear interest at such rates and shall be sold at such a price so as to achieve the Savings Parameters required to be met by Section 34177.5(a)(1), and (c) the amount of Underwriter's discount on the sale of each series of Refunding Bonds shall not exceed 1% of the aggregate principal amount of such series of Refunding Bonds, excluding original issue discount. SECTION 8. Approval of Official Statement. The Successor Agency hereby approves the preliminary Official Statement describing the Refunding Bonds, in substantially the form on file with the Interim Secretary. Distribution of the preliminary Official Statement by the Underwriter is hereby approved, and, prior to the distribution of the preliminary Official Statement, either Authorized Officer is authorized and directed, on behalf of the Successor Agency, to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by an Authorized Officer, and such information permitted to be excluded from the preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Refunding Bonds, and the Authorized Officer is authorized and directed to execute and deliver the final Official Statement for and on behalf of the Successor Agency, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter a Continuing Disclosure Certificate substantially in the form appended to the final Official Statement. SECTION 9. Oversight Board Approval of the Issuance of the Refunding Bonds. The Successor Agency hereby requests that the Oversight Board approve the issuance, sale and delivery of the Refunding Bonds pursuant to this Resolution and the First Supplemental Indenture and the Second Supplemental Indenture, as above described. SECTION 10. Filing of this Resolution. The Interim Secretary is hereby authorized and directed to file a certified copy of this Resolution with the Oversight Board, together with the Debt Service Savings Analysis, and, as provided in Section Resolution No. 24291 Page 6 341800), with the Riverside County Administrative Officer, the Riverside County Auditor- Controller and the California Department of Finance. SECTION 11. Determinations by the Oversight Board. The Successor Agency requests that the Oversight Board make the following determinations upon which the Successor Agency will rely in undertaking the refunding proceedings and the issuance, sale and delivery of the Refunding Bonds: (a) The Successor Agency is authorized, as provided in Section 34177.5(f), to recover its costs related to the issuance of the Refunding Bonds from the proceeds of the Refunding Bonds, including the cost of reimbursing the City of Palm Springs for administrative staff time spent with respect to the authorization, issuance, sale and delivery of the Refunding Bonds; (b) The apolicaten of proceeds of the Refunding Bonds by the Successor Agency to the refunding and defeasance of the 2007 Series A Bonds and the 2007 Series C Bonds, as well as to the payment by the Successor Agency of all costs of issuance of the Refunding Bonds; as provided in Section 34177.5(a), shall be implemented by the Successor Agency promptly upon sale and delivery of the Refunding Bonds, and, notwithstanding Section 34177.3 or any other provision of law to the contrary, no further approval of the Oversight Board, the California Department of Finance, the Riverside County Auditor-Controller or any other person or entity other than the Successor Agency shall be required; (c) The Successor Agency shall be entitled to receive its full Administrative Cost Allowance under Section 34183(a)(3) without any deductions with respect to continuing costs related to the Refunding Bonds, such as trustee's fees, auditing and fiscal consultant fees and continuing disclosure and rating agency costs (collectively, "Continuing Costs of Issuance"), and such Continuing Costs of Issuance shall be payable from property tax revenues pursuant to Section 34183. In addition and as provided by Section 34177.5(f), if the Successor Agency is unable to complete the issuance of the Refunding Bonds for any reason, the Successor Agency shall, nevertheless, be entitled to recover its costs incurred with respect to the refunding proceedings from such property tax revenues pursuant to Section 34183 without reduction in its Administrative Cost Allowance. SECTION 12. Appointments. The appointments of Harrell & Company, Advisors, as Financial Advisor, Jones Hall, A Professional Law Corporation, as bond counsel, and Fulbright & Jaworski LLP, a member of Norton Rose Fulbright, as disclosure counsel, are hereby confirmed to act on behalf of the Successor Agency in the presentation of this Resolution and the Debt Service Savings Analysis to the Oversight Board and for purposes of the proceedings for the issuance, sale and delivery of the Refunding Bonds. SECTION 13. Official Actions. The Authorized Officers and any and all other officers of the Successor Agency are hereby authorized and directed, for and in the Resolution No. 24291 Page 7 name and on behalf of the Successor Agency, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance and to implement the sale and delivery of the Refunding Bonds to the Underwriter. Whenever in this Resolution any officer of the Successor Agency is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. SECTION 14. Effective Date. This Resolution shall take effect from and after its passage and adoption. ADOPTED THIS 261h DAY OF JULY, 20 ROBERT MOON, Mayor of the City of Palm Springs acting in his capacity as Chair of the Successor Agency to the Palm Springs Community Redevelopment Agency ATTEST: Lug- KATHLEEN D. HART, MMC INTERIM CITY CLERK Resolution No. 24291 Page 8 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, KATHLEEN D. HART, Interim City Clerk of the City of Palm Springs, hereby certify that Resolution No. 24291 is a full, true and correct copy, and was duly adopted at an adjourned regular meeting of the Successor Agency to the Palm Springs Community Redevelopment Agency on July 26, 2017, by the following vote: AYES: Councilmembers Kors, Mills, Roberts, Mayor Pro Tem Foat, and Mayor Moon NOES: None ABSENT: None ABSTAIN: None RECUSED: None KATHLEEN D. HART, MMC INTERIM CITY CLERK