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HomeMy WebLinkAbout23597 RESOLUTION NO. 23597 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUPPLEMENTAL LEASE AGREEMENT NO. 6, SUPPLEMENTAL SITE LEASE NO. 4, SUPPLEMENTAL TRUST AGREEMENT NO. 5, ESCROW AGREEMENT, BOND PURCHASE AGREEMENT AND OFFICIAL STATEMENT AND APPROVING OTHER MATTERS RELATING TO THE CITY OF PALM SPRINGS FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, 2014 SERIES A (CONVENTION CENTER PROJECT) INCLUDING AUTHORIZING AND DIRECTING A SUBSTITUTION WITH RESPECT TO THE SITE OF THE CONVENTION CENTER. WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act') and the powers of the Authority include the power to issue bonds for any of its corporate purposes, including the financing and refinancing of public capital improvements of benefit to the City of Palm Springs (the "City"); and WHEREAS, the Authority and the City entered into a Lease Agreement Relating to Convention Center Facilities by and between the Authority and the City dated as of April 1, 1991 (the "Lease Agreement'), whereby the Authority agreed to lease to the City; and the City agreed to lease from the Authority certain real property described in Exhibit A to the Lease Agreement, (the "Site") and the improvements thereon (the "Facilities") in the manner and on the terms set forth in the Lease Agreement; and WHEREAS, the Site was initially leased to the Authority by the City for leaseback to the City pursuant to a Site Lease and a Supplemental Site Lease No. 1, both dated as of April 1, 1991, and both by and between the City and the Authority (together, the "Site Lease"); and WHEREAS, concurrently with the execution and delivery of the Lease Agreement, the Authority issued its City of Palm Springs Financing Authority Lease Revenue Bonds, 1991 Series A (the "1991 Bonds") to provide funds to finance the Facilities pursuant to a Trust Agreement Relating to Convention Center Facilities (the "1991 Trust Agreement'), dated as of April 1, 1991, by and among the Authority, the City and First Interstate Bank of California, as trustee (the "1991 Trustee"); and Resolution No. 23597 Page 2 WHEREAS, pursuant to an Assignment Agreement, dated as of April 1, 1991, between the Authority and the 1991 Trustee (the "Assignment Agreement") the Authority assigned and transferred its rights and interests under the Site Lease and the Lease Agreement to the 1991 Trustee, for the benefit of the owners of the 1991 Bonds and any Additional Bonds (as defined in the 1991 Trust Agreement); and WHEREAS, the City determined to advance refund a portion of the 1991 Bonds through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 1997 Series B (Convention Center Project) (the "1997 Bonds") and, for such purpose, the City and the Authority entered into a Supplemental Lease Agreement No. 2, dated as of October 1, 1997 (the "Supplemental Lease Agreement No. 2") and the City, the Authority and BNY Western Trust Company (the "1997 Trustee"), as successor trustee to the 1991 Trustee, entered into Supplemental Trust Agreement No. 1, dated as of October 1, 1997; and WHEREAS, for the purpose of assigning certain of the Authority's interests in the Supplemental Lease Agreement No. 2 to the Trustee, the Authority and the 1997 Trustee, amended the Assignment Agreement pursuant to the First Amended Assignment Agreement, dated as of October 1, 1997; and WHEREAS, the City determined to currently refund a portion of the outstanding 1991 Bonds through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 2001 Series A Bonds (Convention Center Project) (the "2001 Bonds") and, for such purpose, the City and the Authority entered into Supplemental Lease Agreement No. 3, dated as of August 1, 2001 (the "Supplemental Lease Agreement No. 3") and the City, the Authority and the 1997 Trustee entered into Supplemental Trust Agreement No. 2, dated as of August 1, 2001; and WHEREAS, for the purpose of assigning certain of the Authority's interests in Supplemental Lease Agreement No. 3 to the Trustee, the Authority and 1997 Trustee entered into a Second Amended Assignment Agreement, dated as of August 1, 2001; and WHEREAS, the City determined to currently refund the outstanding 1997 Bonds and to expand the Convention Center facilities through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Bonds, 2004 Series A (Convention Center Expansion Project) (the "2004 Bonds") and, for such purpose, the City and the Authority entered into Supplemental Site Lease No. 2, dated as of May 1, 2004 ("Supplemental Site Lease No. 2"), and a Supplemental Lease Agreement No. 4 ("Supplemental Lease Agreement No. 4"), dated as of May 1, 2004, and the City, the Authority and the 1997 Trustee, entered into Supplemental Trust Agreement No. 3, dated as of May 1, 2004; and WHEREAS, for the purpose of assigning to the 1997 Trustee certain of the Authority's interests in Supplemental Site Lease No. 2 and Supplemental Lease Agreement No. 4, Resolution No. 23597 Page 3 the Authority and the 1997 Trustee entered into the Third Amended Assignment Agreement, dated as of May 1, 2004; and WHEREAS, the City determined to currently refund the outstanding 2001 Bonds through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 2012 Series A (Convention Center Project) (the "2012 Bonds") and, for such purpose, the City and the Authority entered into Supplemental Site Lease No. 3, dated as of December 1, 2011 ("Supplemental Site Lease No. 3") and Supplemental Lease Agreement No. 5 ("Supplemental Lease Agreement No. 5"), dated as of December 1, 2011, and the City, the Authority and The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), as successor trustee to BNY Western Trust Company, entered into Supplemental Trust Agreement No. 4, dated as of December 1, 2011; and WHEREAS, the Authority and the Trustee also for such purpose amended the Third Amended Assignment Agreement to assign to the Trustee certain of the Authority's interests in Supplemental Site Lease No. 3 and Supplemental Lease Agreement No. 5, as provided in the Fourth Amended Assignment Agreement; and WHEREAS, the City has now determined to currently refund a portion of the outstanding 2004 Bonds through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 2014 Series A (Convention Center Project) (the "2014 Bonds") and, for such purpose, the City and the Authority propose to enter into Supplemental Site Lease No. 4, dated as of June 1, 2014 ("Supplemental Site Lease No. 4"), and Supplemental Lease Agreement No. 6 ("Supplemental Lease Agreement No. 6"), dated as of June 1, 2014, and the City, the Authority and the Trustee propose to enter into Supplemental Trust Agreement No. 5, dated as of June 1, 2014 (the "Supplemental Trust Agreement No. 5"); and WHEREAS, the Authority and the Trustee will also amend the Fourth Amended Assignment Agreement to assign certain of the Authority's interests in Supplemental Site Lease No. 4 and Supplemental Lease Agreement No. 6, as provided in the Fifth Amended Assignment Agreement; and WHEREAS, the Lease Agreement, as amended and supplemented, authorizes the City to substitute other lands, facilities and improvements (a "Substituted Project") for portions of the Site and Facilities (a "Former Project") upon the satisfaction by the City of certain conditions precedent and the City has determined to satisfy such conditions precedent in order to make a substitution with respect to the Site as provided in the Termination Agreement and Notice of Substitution (Lease Agreement, Site Lease and Assignment Agreement), dated as of June 1, 2014, by and between the City and the Authority (the "Termination Agreement"); and WHEREAS, the Trustee is successor trustee to BNY Western Trust Company under Supplemental Trust Agreement No. 3 and the Trustee, as such successor trustee, will Resolution No. 23597 Page 4 act as escrow bank pursuant to a 2004 Bonds Escrow Deposit and Trust Agreement providing for the refunding of a portion of the 2004 Bonds; and WHEREAS, the Authority and the City propose to sell the 2014 Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), in accordance with the bond purchase agreement in substantially the form on file with the City Clerk (the "Bond Purchase Agreement"); and WHEREAS, the Authority has caused to be prepared a form of Official Statement describing the 2014 Bonds and containing material information relating to the 2014 Bonds, the preliminary form of which is on file with the City Clerk; and WHEREAS, the City Council finds and determines that it is a public purpose as set forth in the Act that the City approve and that the Authority issue, sell and deliver the 2014 Bonds for said purpose and that there are significant public benefits arising from the taking of such action, including, but not limited to, demonstrable savings in effective interest rate, bond preparation, bond underwriting and financing costs associated with the issuance of the 2014 Bonds; and WHEREAS, the City, with the aid of its staff, has reviewed Supplemental Site Lease No.4, Supplemental Lease Agreement No. 6, Supplemental Trust Agreement No. 5, the Escrow Agreement, the Bond Purchase Agreement and the Official Statement and wishes at this time to approve the foregoing in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Palm Springs SECTION 1. The above recitals are true and correct. SECTION 2. Pursuant to the Act, the City hereby approves the issuance of the 2014 Bonds by the Authority in an aggregate principal amount not to exceed $57,000,000. SECTION 3. The forms of the Supplemental Lease Agreement No. 6 and the Supplemental Site Lease No. 4, copies of which are on file with the City Clerk, be and are hereby approved in substantially the forms thereof on file with such changes as may be approved by the City Manager or City Manager's designee, said execution thereof to constitute conclusive evidence of the approval of all such changes, and the City Manager or City Manager's designee be and is hereby authorized, together or alone, to execute and deliver the Supplemental Lease Agreement No. 6 and the Supplemental Site Lease No. 4 on behalf of the City. The City Council hereby authorizes the delivery and performance of the Supplemental Lease Agreement No. 6 and the Supplemental Site Lease No. 4. SECTION 4. The form of the Supplemental Trust Agreement No. 5, a copy of which is on file with the City Clerk, be and is hereby approved in substantially the form thereof on file with such changes as may be approved by the City Manager or City Manager's designee, said execution thereof to constitute conclusive evidence of the Resolution No. 23597 Page 5 approval of all such changes the approval of all such changes, and the City Manager or City Manager's designee be and is hereby authorized, together or alone, to execute and deliver the Supplemental Trust Agreement No. 5. The City Council hereby authorizes the delivery and performance of Supplemental Trust Agreement No. 5. SECTION 5. The City Council hereby approves the substitution of the Substitute Project for the Former Project with respect to the Site of the Convention Center and directs staff to take such actions as shall be necessary or appropriate to satisfy the conditions precedent to such substitution as set forth in the Lease Agreement. The form of the Termination Agreement providing for such substitution, a copy of which is on file with the City Clerk, be and is hereby approved in substantially the form thereof on file with such changes as may be approved by the City Manager or City Manager's designee, said execution thereof to constitute conclusive evidence of the approval of all such changes, and the City Manager or City Manager's designee be and is hereby authorized, together or alone, to execute and deliver the Termination Agreement. Such substitution shall be complete upon satisfaction of such conditions precedent, as further provided in the Lease Agreement. SECTION 6. The form of 2004 Bonds Escrow Deposit and Trust Agreement, dated as of June 1, 2014 (the "Escrow Agreement'), by and between The Bank of New York Mellon Trust Company, N.A. as Escrow Bank, the Authority and the City, 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 the City Manager or City Manager's designee, said officer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and each of said officers be and is hereby authorized to execute and deliver the Escrow Agreement. The City Council hereby authorizes the delivery and performance of the Escrow Agreement. SECTION 7. The form of Bond Purchase Agreement relating to the purchase of the 2014 Bonds is hereby approved in the form thereof on file with the City Clerk, or with such changes as may be approved by the City Manager or City Manager's designee, the execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the City Manager or City Manager's designee is hereby authorized, together or alone, to execute and deliver said Agreement and to insert in the Bond Purchase Agreement the dollar amount which reflects the provisions of the Bond Purchase Agreement; provided, however, that (1) the aggregate principal amount of the 2014 Bonds shall not exceed $57,000,000; and (2) the Authority shall have received from the Underwriter, prior to the sale of the 2014 Bonds, its written confirmation that the sale of the 2014 Bonds will result in a net present value saving of not less than 5.00%, with an initial underwriter's discount (excluding original issue discount) of not more than 0.60%. The City Council hereby authorizes the delivery and performance of the Bond Purchase Agreement. SECTION 8. The Preliminary Official Statement relating to the 2014 Bonds (the "Preliminary Official Statement"), a copy of which is on file with the City Clerk, is Resolution No. 23597 Page 6 approved for distribution by the Underwriter, to investors who may be interested in purchasing the 2014 Bonds. The City Manager or City Manager's designee 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 2014 Bonds and the City Manager or City Manager's designee 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 2014 Bonds, together with the Continuing Disclosure Certificate in the form attached to the final Official Statement, shall be submitted to the City Manager or City Manager's designee for approval and execution and delivery on behalf of the City. SECTION 9. The City Manager or City Manager's designee or any other appropriate officers of City are further authorized and directed to execute such certifications, agreements, assignments and instruments as are, in the opinion of Bond Counsel, necessary or appropriate to consummate the transactions contemplated by this Resolution and provided for in the agreements approved by this Resolution. SECTION 10. All actions heretofore taken by City or any of its officials, officers or employees in connection with the sale and delivery of the 2014 Bonds are hereby ratified; confirmed and approved. SECTION 11. This Resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED this 18'h day of June 2014. David H. Ready,.Ci anager ATTEST: jmes 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. 23597 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 18, 2014, by the following vote: AYES: Councilmember Foat, Councilmember Mills, Councilmember Lewin, Mayor Pro Tern Hutcheson and Mayor Pougnet. NOES: None. ABSENT: None. ABSTAIN: None. ames Thompson, City Clerk City of Palm Springs, California n �/D9/Zd1F�