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HomeMy WebLinkAbout4/21/2004 - STAFF REPORTS (3) RESOLUTION NO. _ RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS AUTHORIZING THE ISSUANCE OF ITS TAX ALLOCATION REFUNDING BONDS, 2004 SERIES A, AND ITS TAX ALLOCATION REFUNDING BONDS, 2004 SERIES B, APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF INDENTURES OF TRUST RELATING THERETO, AUTHORIZING THE SALE OF SUCH BONDS, APPROVING AN OFFICIAL STATEMENT AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS the Community Redevelopment Agency of the City of Palm Springs (the "Agency") is authorized pursuant to the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Law") to issue its tax allocation bonds for the purpose of financing and refinancing redevelopment activities within and of benefit to its City of Palm Springs Merged Redevelopment Project No. 1 (the `Redevelopment Project No. 1") and its City of Palm Springs Merged Redevelopment Project No. 2 (the "Redevelopment Project No. 2" and, together with the Redevelopment Project No. 1, the "Redevelopment Projects"); and WHEREAS Redevelopment Project No. 1 resulted from the merger of seven redevelopment project areas pursuant to amended redevelopment plans and Ordinance No. 1584 adopted on May 31, 2000 ('Prior Project Areas No. 1"); and WHEREAS Redevelopment Project No. 2 resulted from the merger of three redevelopment project areas pursuant to amended redevelopment plans and Ordinance No. 1583 adopted on May 31, 2000 ("Prior Project Areas No. 2" and, together with Prior Project Areas No. 1,the`Prior Project Areas"); and WHEREAS the City of Palm Springs Financing Authority ("Authority") previously issued its $16,735,000 City of Palm Springs Financing Authority Local Agency Revenue Bonds, 1994 Series A (the "Series 1994A Bonds") and $4,375,000 City of Palm Springs Financing Authority Local Agency Subordinated Revenue Bonds, 1994 Series B (the "Series 1994B Bonds" and, together with the Series 1994A Bonds, the "Series 1994 Bonds"); and WHEREAS the proceeds of the Series 1994 Bonds were used to prepay certain outstanding local obligations of the Agency and finance redevelopment activities with respect to certain of the Prior Project Areas pursuant to seven (7) separate loan agreements, consisting of the master loan agreement and seven amendments ("collectively, the"Loan Agreements") as herein listed; (a) Loan Agreement, dated as of September 1, 1994, by and among the Agency, the Authority and First Interstate Bank of California ("First Interstate"); and (b) First Supplemental Loan Agreement, dated as of September 1, 1994, by and among the Agency, the Authority and First Interstate relating to the $7,880,000 Central Business District Redevelopment Project Loan; and C OM b (c) Second Supplemental Loan Agreement, dated as of September 1, 1994, by and among the Agency, the Authority and First Interstate relating to $1,830,000 North Palm Canyon Redevelopment Project Loan; and (d) Third Supplemental Loan Agreement, dated as of September 1, 1994, by and among the Agency, the Authority and First Interstate relating to $1,190,000 South Palm Canyon Redevelopment Project Loan; and (e) Fourth Supplemental Loan Agreement, dated as of September 1, 1994, by and among Agency, the Authority and First Interstate relating to $3,275,000 Barosto-Farrell Redevelopment Project; and (f) Fifth Supplemental Loan Agreement, dated as of September 1, 1994, by and among the Agency, the Authority and First Interstate relating to $945,000 Ramon-Bogie Redevelopment Project Loan; and (g) Sixth Supplemental Loan Agreement, dated as of September 1, 1994, by and among the Agency, the Authority and First Interstate relating to the $2,760,000 Tahquitz-Andreas Redevelopment Project Loan; and (h) Seventh Supplemental Loan Agreement, dated as of September 1, 1994, relating to $1,565,000 Project No. 9 Loan; and WHEREAS $12,785,000 of the Series 1994A Bonds and $4,375,000 of the Series 1994B Bonds remain outstanding; and WHEREAS in order to refund (a)the Series 1994A Bonds and prepay the Agency's obligations with respect to the Loan Agreements relating to Redevelopment Project No. 1 and to (b) finance additional redevelopment activities with respect to Redevelopment Project No. 1, the Agency has determined to issue its not to exceed $16,000,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Refunding Bonds, 2004 Series A (the "Series 2004 A Bonds"), pursuant to the Law and an Indenture of Trust, dated as of May 1, 2004 (the "2004A Indenture"), between the Agency and BNY Western Trust Company, as trustee (the "Trustee"); and WHEREAS in order to refund (a) the Series 1994B Bonds and prepay the Agency's obligations with respect to the Loan Agreements relating to Redevelopment Project No. 2 and to (b) finance additional redevelopment activities with respect to Redevelopment Project No. 2, the Agency has determined to issue its not to exceed $10,000,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 2 Tax Allocation Refunding Bonds, 2004 Series B (the "Series 2004E Bonds" and, collectively, the "Series 2004 Bonds") pursuant to the Law and an Indenture of Trust, dated as of May 1, 2004 (the"2004B Indenture"), between the Agency and the Trustee; and WHEREAS a portion of the proceeds of the Series 2004 Bonds will be used to refund and discharge the Series 1994 Bonds and thereby prepay the loan obligations with respect to the Series 1994 Bonds pursuant to one or more escrow deposit and trust agreements (the "Escrow Agreements"), by and between the Agency, the Authority and the BNY Western Trust Company, as escrow bank (the "Escrow Bank"); and WHEREAS the Agency proposes to sell the Series 2004 Bonds to the Authority which will concurrently sell the Bonds to Stone & Youngberg, LLC, as purchaser of the Bonds (the "Underwriter"), all on the terms and conditions herein set forth and as provided in C K b ; the respective forms of purchase contracts with respect to the 2004A Bonds and the 2004B Bonds; and WHEREAS the Agency, with the assistance of Harrell &Company Advisors, LLC (the "Financing Consultant"), and Jones Hall, Disclosure Counsel, has caused to be prepared an Official Statement describing the Bonds, the preliminary form of which is on file with the Secretary (the"Official Statement"); and WHEREAS the following documents on file with the Secretary of the Agency have been reviewed by the Agency: (a) the 2004A Indenture; and (b) the 2004B Indenture; and (c) the Purchase Contract (the "2004A Purchase Contract"), by and among the Agency, the Authority and the Underwriter relating to the Series 2004A Bonds; and (d) the Purchase Contract (the "2004B Purchase Contract"), by and among the Agency, the Authority and the Underwriter relating to the Series 20046 Bonds and (e) the Escrow Agreements; and (f) the preliminary Official Statement; and WHEREAS the Agency wishes at this time to approve the foregoing in the public interests of the Agency; NOW THEREFORE BE IT RESOLVED by the Community Redevelopment Agency of the City of Palm Springs, as follows: Section 1. Issuance of Series 2004A Bonds; Approval of 2004A Indenture. The Agency hereby authorizes the issuance of the Series 2004A Bonds under and pursuant to the Law and the 2004A Indenture in the aggregate principal amount of not to exceed $16,000,000. The Agency hereby approves the 2004A Indenture in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Chairman of the Board of Directors (the "Chairman"), Executive Director or Treasurer of the Agency (each, an "Authorized Officer"), including, without limitation, the addition to the 2004A Indenture of the final interest rates payable with respect to the Series 2004A Bonds and the final principal amount and annual maturities of the Series 2004A Bonds, as contained in the 2004A Purchase Contract, and execution of the 2004A Indenture shall be deemed conclusive evidence of the Agency's approval of such additions or changes. An Authorized Officer and the Secretary of the Agency are hereby authorized and directed to execute and attest to the 2004A Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the 2004A Indenture. The Chairman, Executive Director or Treasurer and Secretary of the Agency are authorized to execute and attest to the Series 2004A Bonds. Section 2. Issuance of Series 2004B Bonds: Approval of 2004B Indenture, The Agency hereby authorizes the issuance of the Series 2004B Bonds under and pursuant to the Law and the 2004B Indenture in the aggregate principal amount of not to exceed $10,000,000. The Agency hereby approves the 2004B Indenture in substantially the form thereof on file with cce. b ' the Secretary together with any additions thereto or changes therein deemed necessary or advisable by an Authorized Officer, including, without limitation, the addition to the 2004B Indenture of the final interest rates payable with respect to the Series 2004B Bonds and the final principal amount and annual maturities of the Series 2004E Bonds, as contained in the 2004B Purchase Contract, and execution of the 2004B Indenture shall be deemed conclusive evidence of the Agency's approval of such additions or changes. An Authorized Officer and Secretary of the Agency are hereby authorized and directed to execute and attest to the 2004B Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the 2004B Indenture. The Chairman, Executive Director or Treasurer and the Secretary of the Agency are hereby authorized to execute and attest to the Series 2004B Bonds. Section 3. Sale of the Series 2004A Bonds. The Agency hereby authorizes the sale of the Series 2004A Bonds to the Authority for concurrent resale by the Authority to the Underwriter pursuant to and in accordance with the 2004A Purchase Contract in substantially the form on file with the Secretary together with any additions thereto or changes therein approved by an Authorized Officer, including any modifications necessary to implement the private placement of all or a portion of the Series 2004A Bonds and the payment of allocable placement agency fees, and the execution thereof shall be conclusive evidence of such approval. The Agency hereby delegates to each of the Authorized Officers, acting alone, the authority to accept an offer from the Underwriter to purchase the Series 2004A Bonds from the Authority and to execute the Purchase Contract for and in the name and on behalf of the Agency; provided, however, that the stated average annual interest rate payable with respect to the Series 2004A Bonds shall not exceed six percent (6%) per annum, and the purchase price paid by the Underwriter for the purchase of the Series 2004A Bonds shall be not less than ninety-nine percent (99%) of the par amount thereof, excluding any original issue discount on the Series 2004A Bonds. Section 4. Sale of the Series 2004B Bonds. The Agency hereby authorizes the sale of the Series 2004B Bonds to the Authority for concurrent resale by the Authority to the Underwriter pursuant to and in accordance with the 2004B Purchase Contract in substantially the form on file with the Secretary together with any additions thereto or changes therein approved by an Authorized Officer, including any modifications necessary to implement the private placement of all or a portion of the Series 2004B Bonds and the payment of allocable placement agency fees, and the execution thereof shall be conclusive evidence of such approval. The Agency hereby delegates to each of the Authorized Officers, acting alone, the authority to accept an offer from the Underwriter to purchase the Series 2004B Bonds from the Authority and to execute the Purchase Contract for and in the name and on behalf of the Agency; provided, however, that the stated average annual interest rate payable with respect to the Series 2004B Bonds shall not exceed six percent (6%) per annum, and the purchase price paid by the Underwriter for the purchase of the Series 2004B Bonds shall be not less than ninety-nine percent (99%) of the par amount thereof, excluding any original issue discount on the Series 2004E Bonds. r 10 � k Section 5. Approval of the Preliminary Official Statement. The form of the preliminary Official Statement relating to the Series 2004 Bonds, on file with the Secretary, is approved for distribution by the Underwriter to municipal bond broker-dealers, to banking institutions and to members of the general public who may be interested in purchasing the Series 2004 Bonds. Any Authorized Officer, acting alone, is authorized to approve changes in the preliminary Official Statement, from time to time, pending such distribution as shall be required to cause the preliminary Official Statement to contain any further information necessary to accurately describe the Series 2004 Bonds and the Agency. With respect to the distribution of the preliminary Official Statement, an Authorized Officer is authorized and directed, on behalf of the Agency, to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Section 6. Approval of Final Official Statement. 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 Series 2004 Bonds, and an Authorized Officer, is authorized and directed to execute the final Official Statement for and on behalf of the Agency and an Authorized Officer is authorized and directed to deliver to the purchaser of the Series 2004 Bonds (i) a certificate with respect to the information set forth therein and (ii) Continuing Disclosure Certificates substantially in the forms appended to the final Official Statement, Section 7. Approval of Escrow Agreement. The Agency hereby approves the Escrow Agreements in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by an Authorized Officer, and execution of the Escrow Agreements shall be deemed conclusive evidence of the Agency's approval of such additions or changes. An Authorized Officer and Secretary of the Agency are hereby authorized and directed to execute and attest to the Escrow Agreements for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Escrow Agreements. Section 8. Credit Ratinq and Bond Insurance Expenses. The Agency staff and its consultants for the Series 2004 Bonds are hereby authorized and directed to make application to one or more credit rating agencies for assignment of a credit rating to the Bonds or to one or more insurance companies for bond insurance with respect to the Bonds, or both (as the Financing Consultant shall recommend), and the Agency shall pay expenses incident to any such application or shall reimburse the Financing Consultant for any advance of such expenses, such reimbursement to be made to the Financing Consultant not more than thirty (30) days following the date of any such advance (all expenses ultimately to be reimbursed to the Agency from the proceeds of the Bonds). Section 9. Official Action. The Chairman, the Vice-Chairperson, the Executive Director, the Treasurer, the Secretary, the Agency General Counsel and any and all other officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including execution and delivery of Loom . b �. any and all assignments, certificates, requisitions, including, without limitation, requisitions for the payment of costs of issuance of the Series 2004 Bonds, agreements, including, without limitation, agreements providing for investment of proceeds of the Series 2004 Bonds, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Series 2004 Bonds and the refunding and discharge of the Series 1994 Bonds and the Loan Agreements. Any officer of the Agency herein authorized or directed to take any action may designate another officer of the Agency to take such action on his or her behalf, such designation to be approved or ratified in writing with respect to the taking of the applicable action. Section 10. Effective Date. This Resolution shall take effect from and after its passage and adoption. PASSED AND ADOPTED this,_day of , 2004. ADOPTED this_day of , 2004. AYES: NOES: ABSENT: ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By Secretary Chairman REVIEWED AND APPROVED AS TO FORM: