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HomeMy WebLinkAbout23047 RESOLUTION NO. 23047 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION OF SUPPLEMENTAL SITE LEASE NO. 2, SUPPLEMENTAL TRUST AGREEMENT NO. 4 AND OTHER LEGAL DOCUMENTS WITH RESPECT TO THE CITY OF PALM SPRINGS FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, 2011 SERIES A (CONVENTION CENTER PROJECT); AND (FINANCING AUTHORITY). WHEREAS, the City of Palm Springs Financing Authority (the "Authorit)") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its power, 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 such 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 have entered into a Lease Agreement Relating to Convention Center Facilities by and between Authority and 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 sites and the improvements thereon (the "Facilities") which are located on the Site (the "Site") described on Exhibit A to the Lease Agreement, as amended, in the manner and on the terms set forth in the Lease Agreement; and WHEREAS, pursuant to the Lease Agreement, upon its execution and delivery, the Authority was required to deposit or cause to be deposited moneys to be credited, held and applied in accordance with a Trust Agreement Relating to Convention Center Facilities (the 1991 Trust Agreement") and for the purpose of obtaining such moneys the Authority issued its City of Palm Springs Financing Authority Lease Revenue Bonds, 1991 Series A (the "1991 Bonds") and, to secure repayment of the 1991 Bonds, the Authority assigned and transferred its rights and interests under the Lease Agreement to First Interstate Bank of California, as trustee (the "1991 Trustee"), for the benefit of the Owners of the 1991 Bonds and any Additional Bonds (as defined in the Trust Agreement) pursuant to the Assignment Agreement, dated as of April 1, 1991, between the Authority and the 1991 Trustee (the "Assignment 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 (the "Supplemental Trust Agreement No. 1"); and RESOLUTION NO. 23047 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, APPROVING AND AUTHORIZING THE EXECUTION OF SUPPLEMENTAL SITE LEASE NO. 3, SUPPLEMENTAL TRUST AGREEMENT NO. 4, BOND PURCHASE AGREEMENT, PRELIMINARY OFFICIAL STATEMENT, FINAL OFFICIAL STATEMENT, CONTINUING DISCLOSURE CERTIFICATE AND OTHER LEGAL DOCUMENTS WITH RESPECT TO THE CITY OF PALM SPRINGS FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, 2011 SERIES A (CONVENTION CENTER PROJECT). 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 power, 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 such 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 have entered into a Lease Agreement Relating to Convention Center Facilities by and between Authority and 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 sites and the improvements thereon (the "Facilities") which are located on the Site (the "Site") described on Exhibit A to the Lease Agreement, as amended, in the manner and on the terms set forth in the Lease Agreement; and WHEREAS, pursuant to the Lease Agreement, upon its execution and delivery, the Authority was required to deposit or cause to be deposited moneys to be credited, held and applied in accordance with a Trust Agreement Relating to Convention Center Facilities (the 1991 Trust Agreement') and for the purpose of obtaining such moneys the Authority issued its City of Palm Springs Financing Authority Lease Revenue Bonds, 1991 Series A (the "1991 Bonds") and, to secure repayment of the 1991 Bonds, the Authority assigned and transferred its rights and interests under the Lease Agreement to First Interstate Bank of California, as trustee (the "1991 Trustee"), for the benefit of the Owners of the 1991 Bonds and any Additional Bonds (as defined in the Trust Agreement) pursuant to the Assignment Agreement, dated as of April 1, 1991, between the Authority and the 1991 Trustee (the "Assignment 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 (the "Supplemental Trust Agreement No. 1"); and Resolution No.23047 Page 2 WHEREAS, for the purpose of assigning certain of the Authority's interests in the Supplemental Lease Agreement No. 2 and the Supplemental Trust Agreement No. 1 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, by and between the Authority and the 1997 Trustee (the "First Amended Assignment Agreement"); and WHEREAS, the City determined to currently refund a portion of the outstanding 1991 Bonds through the issuance of the 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 (the "Supplemental Trust Agreement No. 2"); and WHEREAS, for the purpose of assigning certain of the Authority interests in Supplemental Lease Agreement No. 3 and Supplemental Trust Agreement No. 2 to the Trustee, the Authority and 1997 Trustee entered into the Second Amended Assignment Agreement, dated as of August 1, 2001 (the "Second Amended Assignment Agreement"); and WHEREAS, the City determined to currently refund the outstanding 1997 Bonds and to expand the Convention Center facilities through the issuance of 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"), the City and the Authority entered into Supplemental Lease Agreement No. 4 ("Supplemental Lease Agreement No. 4"), dated as of May 1, 2004, between the City and the Authority and the City, the Authority and the 1997 Trustee, entered into Supplement Trust Agreement No. 3, dated as of May 1, 2004 (the "Supplemental Trust Agreement No. 3"); and WHEREAS, for the purpose of assigning certain of the Authority's interests in Supplemental Site Lease No. 2, Supplemental Lease Agreement No. 4 and Supplemental Trust Agreement No. 3 to the Trustee, the Authority and the 1997 Trustee entered into the Third Amended Assignment Agreement, dated as of May 1, 2004 (the "Third Amended Assignment Agreement"); and WHEREAS, the City has now determined to currently refund the outstanding 2001 Bonds through the issuance of City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 2011 Series A (Convention Center Project) (the "2011 Bonds") and, for such purpose, the City and the Authority propose to enter 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, between the City and the Authority and the City, the Authority and The Bank of Resolution No.23047 Page 3 New York Mellon Trust Company, N.A., Trustee, as successor Trustee to BNY Western Trust Company, propose to enter into Supplement Trust Agreement No. 4, dated as of December 1, 2011 (the "Supplemental Trust Agreement No. 4"); WHEREAS, the Authority and the Trustee also now desire, for such purpose. to amend the Third Amended Assignment Agreement to assign certain of the Authority's interests in Supplemental Site Lease No. 3, Supplemental Lease Agreement No. 5 and Supplemental Trust Agreement No. 4 to the Trustee, as provided in the Fourth Amended Assignment Agreement; and WHEREAS, the Authority and the City propose to sell the Bonds to Stifel, Nicolaus & Company Incorporated, dba Stone & Youngberg, a Division of Stifel Nicolaus (the "Underwriter"), in accordance with the bond purchase agreement in form on file with the City Clerk (the "Bond Purchase Agreement"); and WHEREAS, the City finds and determines that it is a public purpose as set forth in the Act that the City approve and that the Authority deliver and sell the 2011 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 2011 Bonds; 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 2004 Bonds in an aggregate principal amount not to exceed $25,000,000. SECTION 3. The forms of the Supplemental Lease Agreement No. 5 and the Supplemental Site Lease No. 3, copies of which are on file with the City Clerk, be and are hereby approved in substantially the forms thereof on file or with such changes as may be approved by the City Manager or City Manager's designee, said execution thereof to constitute conclusive evidence of said officer's 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. 5 and the Supplemental Site Lease No. 3 on behalf of the City. SECTION 4. The form of the Supplemental Trust Agreement No. 4, a copy of which is on file with the City Clerk, be and is hereby approved in substantially the form thereof on file or which such changes as may be approved by the City Manager or City Manager's designee, said execution thereof to constitute conclusive evidence of said officer's 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. 4. Resolution No.23047 Page 4 SECTION 5. The form of 2011 Bonds Escrow Deposit and Trust Agreement, dated as of December 1, 2011 (the "Escrow Agreement"), by and between The Bank of New York Mellon Trust Company, N.A. as Escrow Agent, the Authority and 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. SECTION 6. The form of Bond Purchase Agreement relating to the purchase of the 2011 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 2011 Bonds shall not exceed $25,000,000; and (2) the Authority shall have received from the Underwriter, prior to the sale of the 2011 Bonds, its written confirmation that the sale of the 2011 Bonds will result in a net present value saving of not less than 4.50%, with an initial underwriter's discount (excluding original issue discount) of not more than 0.70%. SECTION 7. The Preliminary Official Statement relating to the 2011 Bonds (the "Preliminary Official Statement"), a copy of which is on file with the City Clerk, is approved for distribution by the Underwriter, to investors who may be interested in purchasing the 2011 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 2011 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 2011 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 8. The City Manager or City Manager's designee or any other appropriate officers of City are further authorized and directed to execute such certifications, financing statements, bond purchase agreements, assignments, the official statements and instruments as are, in the opinion of Bond Counsel, necessary or appropriate to perfect the assignments set forth in the Supplemental Trust Agreement No. 4 and Supplemental Lease Agreement No. 5 and to consummate the transactions contemplated by this Resolution and provided for in the aforementioned documents. Resolution No.23047 Page 5 SECTION 9. All actions heretofore taken by City or any of its officials, officers or employees in connection with the sale and delivery of the 2011 Bonds are hereby ratified; confirmed and approved. SECTION 10. Any resolutions of the City Council adopted prior to this Resolution are, to the extent they are in consistent or conflict with this Resolution, hereby repealed and rescinded. SECTION 11. This Resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED THIS 16T" DAY OF NOVEMBER, 2011. David H. Ready, anager 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, certify that Resolution No. 23047 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 16t" day of November, 2011, by the following vote: AYES: Councilmember Foat, Councilmember Hutcheson, Mayor Pro Tern Weigel, and Mayor Pougnet. NOES: None. ABSENT: Councilmember Mills. ABSTAIN: None. ,;imes Thompson, City Clerk / City of Palm Springs, California 1210 zd� t