HomeMy WebLinkAbout23933 RESOLUTION NO. 23933
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS, CALIFORNIA, APPROVING A SITE
LEASE AND LEASE AGREEMENT IN CONNECTION WITH
THE ISSUANCE OF CITY OF PALM SPRINGS FINANCING
AUTHORITY LEASE REVENUE REFUNDING BONDS,
2015 SERIES A AND TAXABLE LEASE REVENUE
REFUNDING BONDS, 2015 SERIES B, APPROVING SALE
OF SUCH BONDS AND OFFICIAL STATEMENT AND
PROVIDING OTHER MATTERS PROPERLY RELATING
THERETO.
WHEREAS, the City of Palm Springs (the "City') and the City of Palm Springs
Financing Authority (the "Authority') have previously financed the acquisition,
construction and improvement of public parking improvements from the proceeds of
Taxable Variable Rate Demand Certificates of Participation, 2002 Series A (Downtown
Parking Project) in the aggregate principal amount of $8,000,000 (the "2002
Certificates") which evidence direct, undivided fractional interests of the owners thereof
in the lease payments (the "2002 Lease Payments") made by the City under a Lease
Agreement dated as of October 1, 2002 (the "2002 Lease Agreement"), between the
Authority as lessor and the City as lessee of the real property which constitutes such
public parking improvements (the "Leased Property"); and
WHEREAS, the 2002 Certificates and the 2002 Lease Payments are subject to
prepayment on any date, upon payment of the principal amount thereof together with
accrued interest represented thereby to the prepayment date, without premium; and
WHEREAS, the City has determined that it is in its financial interests at this time
to refinance the 2002 Certificates and the related 2002 Lease Payments, and in order to
provide funds for that purpose the Authority wishes to authorize the issuance of its
Lease Revenue Refunding Bonds (the 'Bonds") in two series under the provisions of
Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California
Government Code, commencing with Section 53570 of said Code (the `Bond Law"); and
WHEREAS, In order to provide revenues which are sufficient to enable the
Authority to pay debt service on the Bonds, the Authority and the City have proposed to
enter into a Site and Facilities Lease under which the City leases the Leased Property
to the Authority in consideration of the agreement by the Authority to issue the Bonds,
and to enter into a Lease Agreement under which the Authority leases the Leased
Property back to the City in consideration of the agreement by the City to pay
semiannual Lease Payments which are sufficient to provide funds for the payment of
debt service on the Bonds when due; and
Resolution No. 23933
Page 2
WHEREAS, the City Council wishes at this time to approve the issuance and
sale of the Bonds by the Authority for the purpose of refinancing the 2002 Certificates
and the 2002 Lease Payments, and to approve the execution and delivery of all related
financing documents and actions.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS,
CALIFORNIA, HEREBY RESOLVES AS FOLLOWS:
SECTION 1. Authorization of Bonds. The City Council hereby authorizes the
issuance the Bonds by the Authority under the Bond Law in such principal amount as
shall be required to provide funds to refinance the 2002 Certificates and the 2002 Lease
Payments in full and to provide payment of incidental financing costs. The Bonds are
hereby authorized to be issued in two series, consisting of a series designated the City
of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 2015 Series A
and a series designated the City of Palm Springs Financing Authority Taxable Lease
Revenue Refunding Bonds, 2015 Series B.
SECTION 2. Approval of Related Financing Agreements. The City Council
hereby approves each of the following agreements required for the issuance and sale of
the Bonds and the refinancing of the 2002 Certificates and the 2002 Lease Payments,
in substantially the respective forms on file with the City Clerk together with any
changes therein or additions thereto deemed advisable by the City Manager:
• Site and Facilities Lease between the City as lessor and the Authority
as lessee, whereby the City leases the Leased Property to the
Authority in consideration of the agreement by the Authority to issue
the Bonds and apply the proceeds thereof to refinance the 2002
Certificates and the 2002 Lease Payments.
• Lease Agreement between the Authority as lessor and the City as
lessee, whereby the Authority leases the Leased Property back to the
City in consideration of the agreement by the City to pay semiannual
lease payments which are sufficient to provide revenues with which to
pay debt service on the Bonds.
• Irrevocable Refunding Instructions given by the City and the Authority
to The Bank of New York Mellon Trust Company, N.A., as trustee for
the 2002 Certificates, relating to the establishment and investment of
funds to refinance the 2002 Certificates.
• Bond Purchase Agreement between the City, the Authority and the
Underwriter of the Bonds, under which the City and the Authority agree
to sell the Bonds to the Underwriter and prescribing the terms and
provisions of the sale of the Bonds.
Resolution No. 23933
Page 3
The City Council hereby authorizes and directs the City Manager to execute and
deliver the final form of each of the final documents in the name and on behalf of the
City.
SECTION 3. Sale of Bonds. The City Council hereby approves the sale of the
Bonds on a negotiated basis to Stifel Nicolaus & Company, Incorporated, as underwriter
(the "Underwriter"). Such sale shall be accomplished pursuant to the Bond Purchase
Agreement which is approved under Section 2. The City Council hereby delegates to
the City Manager the authority to accept an offer from the Underwriter to purchase the
Bonds, provided that the true interest rate represented by all of the Bonds (taking into
account any original issue discount or original issue premium on the sale of the Bonds)
shall not exceed 3.00% and the maximum amount of Underwriter's discount on the sale
of the Bonds shall not exceed 0.75% of the par amount of the Bonds.
SECTION 4. Approval of Official Statement. The City Council hereby approves
the Preliminary Official Statement describing the Bonds, in substantially the form on file
with the City Clerk. Distribution of the Preliminary Official Statement by the Underwriter
is hereby approved. Prior to the distribution of the Preliminary Official Statement, the
City Manager is hereby authorized and directed, on behalf of the City, to deem the
Preliminary Official Statement "final" within the meaning of 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 the City Manager, 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 Bonds. The City Manager is authorized and directed to execute
and deliver the Final Official Statement for and on behalf of the City, to deliver to the
Underwriter a certificate with respect to the information set forth therein and to execute
and deliver a Continuing Disclosure Certificate to the Underwriter substantially in the
form appended to the final Official Statement.
SECTION 5. Official Actions. The Mayor, the City Manager, the City Clerk, the
Finance Director 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, which they, or any of them, may deem necessary or advisable to
implement the issuance and sale of the Bonds. Whenever in this Resolution any officer
of the City 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 6. Effective Date. This Resolution shall take effect from and after the
date of approval and adoption thereof.
Resolution No. 23933
Page 4
PASSED, APPROVED AND ADOPTED BY THE PALM SPRINGS CITY
COUNCIL ON THIS 4TH DAY OF NOVEMBER, 2015,
DAVID H. READ MANAGER
ATTEST:
MES 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. 23933 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 the 4th day of
November, 2015, by the following vote:
AYES: Councilmember Foat, Councilmember Hutcheson, Councilmember Mills,
Mayor Pro Tern Lewin, and Mayor Pougnet.
NOES: None.
ABSENT: None.
ABSTAIN: None.
ity
ES THOMPSON, CITY CLERK
of Palm Springs, California I j /1-1 1 zo i5