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HomeMy WebLinkAbout23596 RESOLUTION NO. 23596 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS CAPACITY AS SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, CONFIRMING THE ISSUANCE OF 2014 SUBORDINATE TAX ALLOCATION REFUNDING BONDS PURSUANT TO INDENTURE OF TRUST, APPROVING BOND PURCHASE AGREEMENT AND PRELIMINARY AND FINAL OFFICIAL STATEMENTS AND PROVIDING OTHER MATTERS RELATING THERETO. 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"); WHEREAS, redevelopment plans for the redevelopment project areas designated "Palm Springs Merged Redevelopment Project No. V 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; 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'); WHEREAS, prior to the dissolution of the Former Agency, the Former Agency issued its Community Redevelopment Agency of the City of Palm Springs 2001 Housing Tax Allocation Bonds in the initial principal amount of $5,805,000 (the "2001 Housing Bonds"), its Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Refunding Bonds, 2004 Series A, in the initial principal amount of $14,240,000 (the "2004A Bonds") and its Community Redevelopment Agency of the City of Palm Springs Merged Project No. 2 Tax Allocation Refunding Bonds, 2004 Series B, in the initial principal amount of $9,075,000 (the "2004B Bonds" and, together with the 2001 Housing Bonds and the 2004A Bonds, the "Prior Bonds"); 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 Resolution No. 23596 Page 2 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") WHEREAS, the Successor Agency determined in its Resolution No. 23548, adopted May 7, 2014 (the `Resolution of Issuance"), that it will achieve debt service savings in compliance with the Savings Parameters as evidenced by the analysis prepared by its Financial Advisor, Harrell & Company, Advisors, describing potential savings that will accrue to the Successor Agency and to applicable taxing entities as a result of the refunding of the Prior Bonds (the "Debt Service Savings Analysis"); WHEREAS, the Successor Agency has further determined that the potential debt service savings evidenced by the Debt Service Savings Analysis can be achieved by the issuance by the Successor Agency of its Palm Springs Community Redevelopment Agency 2014 Subordinate Tax Allocation Refunding Bonds (the "Refunding Bonds') pursuant to the Redevelopment Law, the Refunding Law and the form of Indenture of Trust, dated as of May 1, 2014, by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the 'Indenture") approved by the Successor Agency pursuant to the Resolution of Issuance; WHEREAS, pursuant to Section 34179, an oversight board (the "Oversight Board") has been established for the Successor Agency and the Successor Agency by the Resolution of Issuance approved the Debt Service Savings Analysis for submission to the Oversight Board and requested that the Oversight Board direct the Successor Agency to undertake such refunding proceedings by the issuance of the Refunding Bonds; WHEREAS, pursuant to Section 34177.5(f), the Oversight Board by Resolution No. 022, adopted May 8, 2014, directed the Successor Agency to undertake such refunding proceedings; WHEREAS, the Successor Agency by the Resolution of Issuance also approved the issuance of the Refunding Bonds and requested the Oversight Board to approve the issuance, sale and delivery of the Refunding Bonds, as authorized by Section 34177.5(f) and the Indenture; WHEREAS, the Oversight Board by Resolution No. 022 also approved the issuance, sale and delivery of the Refunding Bonds by the Successor Agency and Resolution No. 022 has been submitted to the California Department of Finance for its approval of such approval by the Oversight Board; WHEREAS, the Agency has determined to sell the Refunding Bonds to Stifel, Nicholaus & 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 City Clerk as secretary to the Successor Agency (the "Secretary"); Resolution No. 23596 Page 3 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 Secretary; WHEREAS, the Successor Agency, with the aid of its staff, has reviewed the Bond Purchase Agreement and the Official Statement and wishes at this time to approve the foregoing as in the public interests of the Successor Agency and applicable taxing entities; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Palm Springs, acting solely in its capacity as the Successor Agency to the Palm Springs Community Redevelopment Agency, as follows: Section 1. Confirmation of Approval of Issuance of the Bonds. The Successor Agency hereby confirms its actions in the Resolution of Issuance authorizing and approving the issuance of the Refunding Bonds pursuant to the Indenture and under the Redevelopment Law and the Refunding Law. Section 2. 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. 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, for and in the name and on behalf of the Successor Agency, to sell 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 the principal amount of the Bonds shall not exceed $20,000,000 (as provided in the Resolution of Issuance), the true interest cost of the Bonds shall not exceed 4.25% and the Underwriter's discount shall not exceed 0.70%, excluding original issue discount. Section 3. 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 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. Resolution No. 23596 Page 4 Section 4. Official Actions. All actions heretofore taken by the officers and agents of the Successor Agency with respect to the issuance of the Refunding Bonds are hereby approved, confirmed and ratified. The Authorized Officers, the Finance Director/Treasurer of the City of Palm Springs as the treasurer of the Successor Agency, the City Attorney as general counsel of the Successor Agency, the Secretary and any and all other officers of the Successor Agency are hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, including requisitions for the payment of costs of issuance of the Refunding Bonds, agreements, including agreements in customary form providing for the investment of the proceeds of the Refunding Bonds, notices, consents, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the sale, issuance and delivery of the Refunding Bonds to the Underwriter. Section 5. California Department of Finance Approval. Notwithstanding anything herein to the contrary, this Resolution shall not take effect unless and until the California Department of Finance issues its letter approving Oversight Board Resolution No. 022. ADOPTED this 18t' day of June 2014. David H. Ready}-2t -Manager ATTEST: ames 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. 23596 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 f ,S '710g1zoi