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HomeMy WebLinkAbout23378 RESOLUTION NO. 23378 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SITE AND FACILITY LEASE, A LEASE AGREEMENT, AN ESCROW AGREEMENT AND A PLACEMENT AGENT AGREEMENT WITH RESPECT TO THE ACQUISITION, INSTALLATION, FINANCING, INSTALLMENT SALE PURCHASE AND LEASING OF EQUIPMENT THAT CONSTITUTES ENERGY CONSERVATION FACILITIES; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF AGREEMENTS AND DOCUMENTS REQUIRED IN CONNECTION THEREWITH; RATIFYING FINDINGS PURSUANT TO SECTION 4217.13 OF THE CALIFORNIA GOVERNMENT CODE WITH RESPECT TO SUCH ENERGY CONSERVATION FACILITIES; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION. WHEREAS, the City of Palm Springs, California (the "City'), a municipal corporation and charter city duly organized and existing under the laws of the State of California, is authorized by the laws of the State of California to acquire, install, finance, installment sale purchase and lease equipment that constitutes energy conservation facilities and to enter into facility financing contracts and facility ground leases with respect thereto; and WHEREAS, the City desires to finance (a) the acquisition and installation of lighting, mechanical, utility, water and other energy conservation measures on and to certain of the City's public buildings and other facilities (the `Project') and (b) the demolition and replacement of the City's existing Municipal Central Plant cogeneration system with a new 1.1 MW cogeneration plant, mechanical and electrical systems and upgrades and related improvements (the `Equipment'), and the combined cost of the Project and the Equipment shall not exceed $18,500,000; and WHEREAS, in order to acquire and finance the Project and the Equipment, the City proposes to enter into that certain Site and Facility Lease (the "Site Lease'), the Lease Agreement (the "Lease Agreement'), the Equipment Schedule to and incorporating the terms of the Lease Agreement (collectively, the `Equipment Lease') and the Project Schedule to and incorporating the terms of the Lease Agreement (collectively, the "Project Lease'), each with the City of Palm Springs Financing Authority (the `Authority'), and that certain Escrow Agreement (the "Escrow Agreement') with the Authority, Green Campus Partners, LLC, or its designee, as Project Lease Assignee, Green Campus Partners, LLC, or its designee, as Equipment Lease Assignee and the Escrow Agent therein identified, the form of each of which has been presented to the City Council of the City at this meeting; and Resolution No. 23378 Page 2 WHEREAS, in order to obtain funds to finance the Project, the City has agreed to lease certain real property to the Authority pursuant to the Site Lease, and the Authority has agreed to lease such real property back to the City pursuant to the Project Lease, in consideration for the payment of lease payments as provided by the Project Lease; and WHEREAS, in order to obtain funds to finance the acquisition and installation of the Equipment, the City has agreed to lease the Equipment from the Authority, and the Authority has agreed to arrange for and lease the Equipment to the City, in consideration for the payment of lease payments as provided by the Equipment Lease; and WHEREAS, with respect to the placement of the Project Lease and the Equipment Lease, the City proposes to enter into that certain Placement Agent Agreement (the "Placement Agent Agreement) with Green Campus Partners, LLC, as Placement Agent, the form of which has been presented to the City Council of the City at this meeting; and WHEREAS, pursuant to Section 4217.13 of the California Government Code and other applicable provisions of law, the City has caused a Notice of Public Hearing to be duly given by the City Clerk on June 4, 2013, a date at least two weeks prior to its public hearing described therein, and has held such public hearing on the date hereof concerning the City's entering into a facility ground lease and a facility financing contract pursuant to Section 4217.13 and at the hearing has found and determined that funds for the repayment of the financing of the Project and the Equipment to be financed by the Project Lease and the Equipment Lease, respectively, are projected to be available from amounts that otherwise would have been used for the purchase of electrical, thermal or other energy required by the City in the absence of the Project or the Equipment; and WHEREAS, the City Council of the City of Palm Springs determines for the best interest of the City and for the efficient and effective administration thereof to enter into the Site Lease, the Lease Agreement, the Project Lease, the Equipment Lease, the Escrow Agreement, the Placement Agent Agreement and the documentation related to the financing of the Project and the Equipment for the acquisition, installation, financing, installment sale purchase and leasing of the Project and the Equipment to be therein described on the terms and conditions therein provided. THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Defined Terms. Capitalized terms that are used, but not defined, in this Resolution shall have the same meaning as when such terms are used in the preambles to this Resolution. Resolution No. 23378 Page 3 SECTION 2. Approval of Financing Agreements. The form, terms and provisions of the Site Lease, the Lease Agreement, the Project Lease, the Equipment Lease, the Escrow Agreement and the Placement Agent Agreement (collectively, the "Financing Agreements') are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the City Manager or other authorized official of the. City executing the same, the execution of such Financing Agreements being conclusive evidence of such approval. The City Manager is hereby authorized and any such authorized official is hereby directed to execute, and the City Clerk of the City is hereby authorized and directed to attest, each of the Financing Agreements and to deliver each of the Financing Agreement to the respective parties thereto. The combined cost of the Project and the Equipment financed under the Project Lease and the Equipment Lease, respectively, shall not exceed $18,500,000 and shall bear interest at a rate not to exceed 4.00% per annum. SECTION 3. Ratification of Findings. The City Council of the City hereby ratifies its finding and determination made at a public hearing held in accordance with the provisions of Section 4217.13 of the California Government Code that funds for the repayment of the financing of the Project and the Equipment to be financed by the Financing Agreements are projected to be available from revenues resulting from funding that otherwise would have been used for the purchase of electrical, thermal or other energy required by the City in the absence of the Project and the Equipment. This finding and determination is made in complete satisfaction of the requirements of said Section 4217.13. SECTION 4. Other Actions Authorized. The officers and employees of the City shall take all action necessary or reasonably required by the parties to the Financing Agreements to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of disbursement requests under the Escrow Agreement and any tax certificate and agreement, as contemplated in the Lease Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Financing Agreements. SECTION 5. No General Liability. Nothing contained in this Resolution, any of the Financing Agreements or any other instrument shall be construed with respect to the City as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing power, nor shall the breach of any agreement contained in this Resolution, any of the Financing Agreements or any other instrument or document executed in connection therewith impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power, except to the extent that the lease payments under the Project Lease and the Equipment Lease are payable by the City as provided therein. Resolution No. 23378 Page 4 SECTION 6. Appointment of Authorized City Representatives. The City Manager of the City is hereby designated to act as authorized representative of the City for purposes of the Financing Agreements until such time as the City Council of the City shall designate any other or different authorized representative for purposes of the Financing Agreements. SECTION 7. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. SECTION 8. Effective Date. This Resolution shall be effective immediately upon its approval and adoption. PASSED, APPROVED, AND ADOPTED BY THE PALM SPRINGS CITY COUNCIL THIS 19th DAY OF JUNE, 2013. AfTECT: DAVID H. READ anager ES 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. 23378 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 19, 2013, by the following vote: AYES: Councilmember Foat, Councilmember Hutcheson, Councilmember Lewin, Mayor Pro Tern Mills, and Mayor Pougnet. NOES: None. ABSENT: None. ABSTAIN: None. ES THOMPSON, City Clerk City of Palm Springs, California O7l�s�Za