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HomeMy WebLinkAbout22204 - RESOLUTIONS - 4/26/2008 RESOLUTION NO. 22204 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF PALM SPRINGS 2008 AIRPORT PASSENGER FACILITY CHARGE SUBORDINATE REFUNDING REVENUE BONDS (PALM SPRINGS INTERNATIONAL AIRPORT) AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS AND THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Palm Springs (the "City") is a municipal corporation and charter city, duly organized and existing under the Constitution and laws of the State of California and, as such is authorized to issue refunding bonds pursuant to the Refunding Bond Law, constituting Sections 53570 et seq. of the California Government Code (the "Law"); WHEREAS, the City owns and operates the Palm Springs International Airport (the "Airport Facilities"); WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a joint exercise of powers authority organized and existing under the laws of the State of California, and pursuant to a joint exercise of powers agreement, dated February 1, 1991, between the City and the Community Redevelopment Agency of the City of Palm Springs (the "Agency'), as amended, with the authority to assist the City and the Agency in providing for financing and refinancing in connection with the acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City and the Agency, including but not limited to, the acquisition of land and construction of improvements for the benefit of the Airport Facilities; and WHEREAS, in order to finance certain improvements to the Airport Facilities, the City of Palm Springs Financing Authority (the "Authority') issued its $8,260,000 principal amount of City of Palm Springs Financing Authority Airport Revenue Bonds, Series 1998 (Palm Springs Regional Airport) (the "1998 Bonds") payable principally from installment payments to be paid by the City for such improvements pursuant to Amendment No. 1 to First Amended and Restated Installment Sale Agreement, dated as of April 1, 1998, by and between the City and the Authority (the "1998 Installment Sale Agreement"); and WHEREAS, in order to restructure its payment obligations under the 1998 Installment Sale Agreement, the City has determined to repay in full its installment payment obligations thereunder and to, thereby, refund and defease the 1998 Bonds; and WHEREAS, in order to refinance certain improvements to the Airport Facilities, the City issued its $12,115,000 principal amount of 2006 Airport Passenger Facility Charge Resolution No. 22204 Page 2 Subordinate Revenue Refunding Bonds (Palm Springs International Airport) (the "2006 Bonds") pursuant to a Trust Indenture, dated as of April 1, 2006, by and between the City and the Trustee (the "Indenture"); and WHEREAS, the Indenture provides that, subject to certain conditions, the City may by Supplemental Indenture provide for the issuance or incurrence of Parity Obligations payable from Subordinate Revenues on a parity with the 2006 Bonds (as such terms are defined in the Indenture) and; WHEREAS, in order to provide the moneys required to repay in full its installment payment obligations under the 1998 Installment Sale Agreement and to, thereby, refund and defease the 1998 Bonds, the City desires to authorize the issuance of its 2008 Airport Passenger Facility Charge Subordinate Revenue Refunding Bonds (Palm Springs International Airport) (the "Bonds"), in an aggregate principal amount of not to exceed $8,000,000; and WHEREAS, the payment of principal and interest on the Bonds will be secured by the a lien on passenger facility charges on a parity with the 2006 Bonds; and WHEREAS, the pledge of the passenger facility charges by the City to secure the Bonds and the 2006 Bonds will be subordinate to the pledge provided by the City to secure the outstanding City of Palm Springs Financing Authority Airport Passenger Facility Charge Revenue Bonds, Series 1998 (Palm Springs Regional Airport); and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, (the "Code"), the 1998 Bonds were approved, following a public hearing, by the City Council of the City; and WHEREAS, the City will issue the Bonds pursuant to the terms of the Indenture, as amended and supplemented pursuant to a First Supplement to Indenture of Trust, dated as of May 1, 2008, by and between the City and the Trustee (the "First Supplement"); and WHEREAS, the City desires to sell the Bonds to Stone & Youngberg LLC (the "Underwriter") pursuant to a Purchase Contract by and between the City and the Underwriter (the 'Purchase Contract'); and WHEREAS, to provide for the sale of the Bonds to the public by the Underwriter, Harrell & Company Advisors, LLC, the Financing Consultant, on behalf of the City, has assisted the City in the preparation of a preliminary official statement (the "Preliminary Official Statement'); and WHEREAS, the City Council desires to approve the First Supplement, Purchase Contract, the Preliminary Official Statement, the Continuing Disclosure Certificate (as Resolution No. 22204 Page 3 hereinafter defined) and the Escrow Agreement (as hereinafter defined), and any other agreements or documents necessary to issue the Bonds (collectively, the "Financing Documents"); NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The above recitals, and each of them, are true and correct. Section 2. This City Council hereby approves of the issuance by the City of its aggregate principal amount not to exceed $8,000,000 City of Palm Springs 2008 Airport Passenger Facility Charge Subordinate Refunding Revenue Bonds (Palm Springs International Airport), in accordance with the terms and provisions of the Indenture, as amended and supplemented by the First Supplement. The form of the First Supplement on file with the City Clerk is hereby approved with such changes as may be approved by the Mayor, City Manager or the Director of Finance & Treasurer of the City (or the designees of the Mayor, City Manager or Director of Finance & Treasurer) (each, an "Authorized Officer") or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the City to execute and the City Clerk is authorized to attest to the First Supplement, Section 3. The form of Purchase Contract on file with the City Clerk and the sale of the Bonds pursuant to the terms set forth therein is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the City to execute the Purchase Contract. The final form of the Purchase Contract shall contain a true interest rate on the Bonds not to exceed 7.00%, and an underwriter's discount on the Bonds not to exceed 1.8% of the principal amount of the Bonds, all to be approved by an Authorized Officer. Section 4. The form of Escrow Agreement on file with the City Clerk (the "Escrow Agreement"), among the City, the Authority and The Bank of New York Trust Company, N.A. is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the City to execute the Escrow Agreement. Section 5. The form of Continuing Disclosure Certificate on file with the City Clerk (the "Continuing Disclosure Certificate"), to be executed by the City, is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the City to execute the Continuing Disclosure Certificate. Resolution No. 22204 Page 4 Section 6. The Preliminary Official Statement presented at this meeting is hereby approved and the distribution of said Preliminary Official Statement to prospective purchasers of the Bonds is approved with such changes as may be approved by an Authorized Officer, or Bond Counsel. The City Manager, Finance Director or Airport Director may make such changes to the Preliminary Official Statement considered necessary or appropriate to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Rule 15c2-12 under the Securities Exchange Act of 1934, The City Manager, Finance Director or Airport Director of the City are authorized and directed to execute and deliver the final Official Statement in accordance with the Purchase Agreement in substantially the form of the Preliminary Official Statement hereby approved, with such additions thereto and changes therein as may be recommended or approved by Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof- Section 7. The Authorized Officers, or the City Clerk, or their designees, and each and every officer thereof is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale and delivery of the Bonds and the refunding and defeasance of the 1998 Bonds and otherwise to effectuate the purpose of this Resolution. Section 8. The firm of Jones Hall, A Professional Law Corporation, is hereby appointed as Bond Counsel in connection with the issuance of the Bonds, compensation for such services to be as provided in an engagement letter to be approved by the City Manager. Section 9. The firm of Harrell and Company Advisors, LLC is hereby appointed as Financial Consultant in connection with the issuance of the Bonds, compensation for such services to be as provided in the existing agreement on file with the City Clerk. Section 10. The firm of Hunton & Williams LLP is hereby appointed a5 Disclosure Counsel in connection with the issuance of the Bonds, compensation for such services to be as provided in an engagement letter or agreement to be approved by the City Manager- ADOPTED this 16th day of April, 2008- David H- Ready, anager - ATTEST mes Thompson, City Clerk Resolution No. 22204 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. 22204 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 April, 2008, by the following votes. AYES: Councilmember Hutcheson, Councilmember Mills, Councilmember Weigel, Mayor Pro Tern Foat, and Mayor Pougnet. NOES: None. ABSENT: None. ABSTAIN: None. mes Thompson, City Clerk City of Palm Springs, California d