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HomeMy WebLinkAbout23781 RESOLUTION NO. 23781 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS, APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND AN ESCROW DEPOSIT AND TRUST AGREEMENT, AUTHORIZING SALE OF BONDS, AND OTHER RELATED DOCUMENTS AND ACTIONS WITH RESPECT THERETO CONSOLIDATED REASSESSMENT DISTRICT NO. 2015-1. Limited Obligation Refunding Improvement Bonds WHEREAS, the City Council (this "City Council") of the City of Palm Springs (the "City") has conducted proceedings under a resolution entitled "A Resolution Of The City Council Of The City Of Palm Springs, California, of Intention to Levy Reassessments and to Issue Refunding Bonds" adopted on February 18, 2015 (the "Resolution of Intention"), to authorize the levy of reassessments (the "Reassessments") upon the land within its Consolidated Reassessment District No. 2015-1 (the "Reassessment District"), and to issue bonds secured by the Reassessments, the proceeds of which are to be used to refund certain existing obligations (the "Prior Bonds"), all as described therein; and WHEREAS, pursuant to the Resolution of Intention, this City Council has provided for the issuance of limited obligation refunding improvement bonds (the "Refunding Bonds") pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the California Streets and Highways Code (the "Bond Law"); and WHEREAS, this City Council wishes to sell the Refunding Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter"); and WHEREAS, this City Council has completed its proceedings under the Resolution of Intention for the levy of the Reassessments, has caused all recordings and filings to be completed, and by the adoption of this Resolution intends to provide for the issuance of the Refunding Bonds; and WHEREAS, as provided in the proceedings under the Resolution of Intention, the proceeds of the Refunding Bonds shall be used to retire, in advance of their scheduled maturities, the outstanding portions of the Prior Bonds and to pay the costs of issuance of the Refunding Bonds; and WHEREAS, there is on file with the City's Director of Finance and Treasurer a list of all of the Reassessments within the Reassessment District that remain unpaid (the "List of Unpaid Reassessments"); and Resolution No. 23781 Page 2 WHEREAS, there have been submitted to this City Council certain documents providing for the issuance of the Refunding Bonds, and the use of the proceeds of the Refunding Bonds to refund the Prior Bonds, including the forms of Fiscal Agent Agreement, Escrow Deposit and Trust Agreement, Preliminary Official Statement and Bond Purchase Agreement, and this City Council, with the aid of its staff, has reviewed said documents and found them to be in proper order; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Refunding Bonds and the levy of the Reassessments as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Bond Law. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Unpaid Reassessments. The Reassessments that remain unpaid are as shown on the List of Unpaid Reassessments, which is hereby approved and incorporated herein by this reference. The total amount of the unpaid Reassessments does not exceed $7,000,000 (not including amounts payable from fiscal year 2014-15 assessment installments). For a particular description of the lots, pieces and parcels of land bearing the respective Reassessment numbers set forth in the List of Unpaid Reassessments, reference is hereby made to the reassessment and to the reassessment diagram, and any amendments thereto approved by this City Council, all as recorded in the office of the City Engineer, as Superintendent of Streets of the City. SECTION 2. Bonds Authorized. Pursuant to the Bond Law, this Resolution and the Fiscal Agent Agreement (hereafter defined), the Refunding Bonds, designated as the "City of Palm Springs Limited Obligation Refunding Improvement Bonds, Consolidated Reassessment District No. 2015-1," in an aggregate principal amount not to exceed $7,000,000, are hereby authorized to be issued. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms, covenants and conditions of the Refunding Bonds shall be as provided in the Fiscal Agent Agreement (as defined below) as finally executed. SECTION 3. Authorization and Conditions. The Mayor, the City Manager, the Director of Finance and Treasurer, their respective designees, or any other City officer or employee as may be designated by this City Council (each an "Authorized Official") are hereby separately authorized and directed to execute and deliver the various documents and instruments described in this Resolution, provided that the aggregate principal amount of the Refunding Bonds may not exceed $7,000,000, the final maturity of the Refunding Bonds may not extend beyond September 2, 2030, the Underwriter's discount may not exceed 1.10% of the par amount of the Refunding Bonds, and the average annual interest rate on the Refunding Bonds may not exceed the amount such Resolution No. 23781 Page 3 that the debt service on the Refunding Bonds will result in debt service savings that satisfy the conditions for summary refunding contained in the Bond Law. SECTION 4. Fiscal Agent Agreement. The proposed form of Fiscal Agent Agreement (the "Fiscal Agent Agreement") with respect to the Refunding Bonds in the form presented to this City Council at this meeting, is hereby approved. Each Authorized Official is hereby authorized and directed to cause the Fiscal Agent Agreement to be completed and executed on behalf of the City in substantially said form, with such additions thereto or changes therein as are necessary or advisable and approved by the Authorized Official upon consultation with Jones Hall, A Professional Law Corporation, the City's bond counsel ("Bond Counsel"), subject to the conditions contained in Section 3 above. The approval of any such additions or changes shall be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by an Authorized Official. SECTION 5. Escrow Agreement. The form of Escrow Deposit and Trust Agreement with respect to the refunding of the Prior Bonds (the "Escrow Agreement"), in the form presented to this City Council at this meeting, is hereby approved. The City is hereby authorized to execute a separate Escrow Agreement for each series of the Prior Bonds if determined to be appropriate by Bond Counsel. Each Authorized Official is hereby authorized and directed to cause the Escrow Agreement to be completed and executed on behalf of the City in substantially said form, with such additions thereto or changes therein as are necessary or advisable and approved by the Authorized Official upon consultation with Bond Counsel. The approval of any such additions or changes shall be conclusively evidenced by the execution and delivery of the Escrow Agreement by an Authorized Official. SECTION 6. Sale of Bonds. The sale of the Refunding Bonds to the Underwriter is hereby approved. The form of the Bond Purchase Agreement between the City and the Underwriter (the "Bond Purchase Agreement"), in the form presented to this City Council at this meeting is hereby approved. Each Authorized Official is hereby authorized and directed to cause the Bond Purchase Agreement to be completed and executed on behalf of the City in substantially said form, with such additions thereto or changes therein as are necessary or advisable to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the Refunding Bonds as of their sale date and approved by the Authorized Official upon consultation with Bond Counsel, subject to the conditions contained in Section 3 above. The approval of any such additions or changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by an Authorized Official. SECTION 7. Official Statement. This City Council hereby approves the Preliminary Official Statement prepared in connection with the offering of the Refunding Bonds, in substantially the form submitted to this City Council, together with any changes therein or additions thereto deemed advisable by an Authorized Official. Pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule'), the Preliminary Official Statement is hereby deemed substantially final, and each Resolution No. 23781 Page 4 Authorized Official is hereby authorized and directed to provide written certification thereof. This City Council hereby approves and authorizes the distribution by the Underwriter of the Preliminary Official Statement to prospective purchasers of the Refunding Bonds. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by an Authorized Officer, in consultation with counsel, and the addition of such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. SECTION 8. Bonds Prepared and Delivered. Upon the execution of the Bond Purchase Agreement, the Refunding Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Fiscal Agent Agreement, and each Authorized Official and other responsible City officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Agreement and the Fiscal Agent Agreement to complete all actions required to evidence the delivery of the Refunding Bonds upon the receipt of the purchase price thereof from the Underwriter. SECTION 9. Actions. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the Reassessment District and the sale and issuance of the Refunding Bonds are hereby approved, confirmed and ratified, and the appropriate officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Refunding Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by an Authorized Official may be taken by such Authorized Official or any designee, with the same force and effect as if taken by the Authorized Official. SECTION 10. Effective Date. This resolution shall take effect from and after its adoption. PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS THIS 4th DAY OF MARCH, 2015. DAVID H. READ MANAGER ATTEST: i MES THOMPSON, CITY CLERK Resolution No. 23781 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. 23781 is a full, true and correct cop , and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on 4 day of March, 2015, by the following vote: AYES: Councilmember Foat, Councilmember Hutcheson, Councilmember Mills, Mayor Pro Tem Lewin, and Mayor Pougnet. NOES: None. ABSENT: None. ABSTAIN: None. eES THOMPSON, CITY CLERK ity of Palm Springs, California /�o/ZoiS