HomeMy WebLinkAbout2/20/2002 - STAFF REPORTS (13) DATE: FEBRUARY 20, 2002
TO: CITY COUNCIL
FROM: DIRECTOR OF REDEVELOPMENT
A TEFRA PUBLIC HEARING ON THE APPROVAL OF SERIES A AND B MORTGAGE
REVENUE BOND FINANCING ISSUE BY THE CITY OF PALM SPRINGS (CONDUIT
FINANCING) ON BEHALF OF MILLENNIUM HOUSING CORPORATION, INC. OF NEWPORT
BEACH, CALIFORNIA FOR THE PURCHASE AND REHABILITATION OF THE SAHARA
MOBILE HOME PARK, 1955 SOUTH CAMINO REAL
RECOMMENDATION:
It is recommended that the City of Palm Springs approve a Series A and B Mortgage Revenue
Bond issue in the aggregate amount not to exceed $12,750,000, on the part of Millennium
Housing, Inc., a Newport Beach non-profit, for the purchase and rehabilitation of the Sahara
Mobile Home Park, a 254-space park located at 1955 South Camino Real, Palm Springs.
SUMMARY:
Millennium Housing has proposed purchasing the Sahara Mobile Home Park located at 1955
South Camino Real in Palm Springs. While the park is relatively attractive and well-
maintained, it is nearly 50 years old and has over the past several years experienced problems
with its major systems and utilities, including gas, electricity, and sewer. Because of its age, it
is currently a rent-controlled park. Millennium's approach is to use tax-exempt financing
(issued by the City of Palm Springs) and its non-profit status (which reduces the property tax
burden) to create a revenue stream to be able to perform the necessary repairs to the park
without needing a rent-control waiver, which would ordinarily be allowed for an owner
undertaking major capital improvements. The needs analysis has identified $1.2 million worth
of necessary improvements to the park. The bond issue, including $400,000 in Community
Redevelopment Agency participation (to be approved in March) would create an initial
$765,000 Repair and Replacement Reserve Fund, with additional funds from the cash flow of
the project that can be used for repairs or other property improvements jointly prioritized by the
residents and Millennium. This meeting was noticed to comply with the public notice
requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended and
applicable provisions of California law.
BACKGROUND:
Description of the Park
The Sahara Mobile Home Park at 1955 South Camino Real was constructed in 1955 and is
situated on 29 acres. Despite its age, the park is a safe, attractive and affordable senior (over
55) park and is therefore currently 99% occupied. It features a pool, spa, shuffleboard courts,
and a clubhouse. There are 254 spaces in the park, primarily singlewides, and space rents
are typically in the $350-$400 per month range rented on a month-to-month basis, though
turnover is quite low.
Gas, sewer and electric are available to the site: the services are purchased in bulk by the
IIA
management and submetered to the individual spaces. The management pays the water and
trash bills. Several years ago there was a failure of the gas system in the park and many
residents went without gas (cooking and hot water) for a period of months. When the problem
was repaired, there was a dispute between the residents and the owners over how the costs
should be assessed. The PUC ruled in favor of the residents and the owners were unable to
pass along the bulk of the additional cost of the system repairs.
The other major systems such as electrical and sanitary sewer are also plagued with problems
and are in need of repair. The electrical system is over 45 years old, and each space is on a
50 amp service, typically inadequate to power air conditioning: most residents do not have air
conditioning in their coaches. In addition, the sewer system has blockage problems due to the
oleander hedge that comprises the park's perimeter fencing. The hedge needs to be removed
and replaced with a block wall, and the damaged sections of sewer repaired. These are the
priority improvements identified in the needs assessment.
Financing of the Purchase
Millennium has offered the current owners $9,650,000 for the park: $9,500,000 in cash plus a
fully subordinated note to the seller of $150,000, Staff has negotiated an Agency Low/Mod
Housing participation of $400,000, though the initial agreed amount was $300,000. The extra
amount is attributed to the higher-than-expected repair costs identified in the physical needs
survey. The Owner Participation Agreement between the Agency and Millennium will be ready
for approval at the March 6 meeting.
However, one issue remains unresolved: the Agency originally gave staff direction to pursue
the project based on its (the Agency's) expectation that its funds would go directly to one of
the identified repairs, such as the electrical system. But, under Federal tax law, the amount
of issuance costs that can be paid from the bonds for a financing undertaken on behalf of a
non-profit organization is limited to 2% of the face amount of the bonds. The estimated
issuance costs are over $500,000, of which $250,000 are in excess of 2% of the face value of
the bonds. Millennium has asked that the Agency's funds first be used to pay costs of
issuance in excess of 2% of the face value of the bonds, with the remainder deposited to the
repair and replacement fund as planned. The balance of the repair and replacement fund
would then be funded from proceeds of the bonds instead of the Agency contribution.
If the Agency holds firm on its desire to tie its funds directly to needed physical improvements,
the only way to fund the issuance costs in excess of 2% is to issue an additional series of
taxable bonds ("Series C"). Since these bonds carry a higher interest rate, and, as a separate
series will increase administrative costs charged by the bond trustee, it will necessarily have an
impact on the net cashflow of the project, much of which is deposited in the repair and
replacement fund. The impact has been calculated as a reduction in the repair and
replacement fund of $70,000.
Therefore, the preferred structure (no taxable series) produces an additional $70,000 for the
initial Repair & Replacement Fund. The physical needs study shows an optimal funding
amount of $1,200,000, but the scenario presented in the project pro formas shows the
maximum funding in today's market at $765,000, with the remainder being produced from the
cash flow from the project over 10 years.
Without the taxable series, the Series A bonds of$10,030,000 are the senior lien and the interest
rate is expected to be approximately 5.5% (average coupon rate): it will be "A" rated and insured by
ACA, a bond insurance firm. The bonds are fully amortizing with a final maturity in 35 years. The
minimum debt service coverage requirement set by ACA on mobile home park transactions is
1.35X. The coverage in this project is estimated to be 1.48X in year 1, but the debt service
schedule increases by approximately$45,000 in years 11 through 35 if the taxable series is
necessary. The taxable Series C bonds' debt service payments are approximately$45,000 in
years 1 through 10. Amortizing the taxable debt first is the most efficient structure.
The Series B bonds ($1,610,000 with an average coupon rate of 6.67%) and Taxable Series C
($300,000 at 8.75%, if necessary) are subordinate lien, non-rated series with a minimum debt
service coverage ratio of 1.15X. These bonds are fully amortizing, with the taxable Series C
maturity of 10 years and a Series B maturity of 35 years. The subordinate series of bonds
represent approximately 16% of the total issue size. These bonds along with the Series A bonds
are secured by historical revenues of the project, as determined by the audit prepared by Haynie &
Company. Therefore, the underwriter does not underwrite based upon projected increases in rental
income.
The project pro forma is prepared to provide an analysis of projected operating results for the
project over the life of the bonds. More important, the project pro forma demonstrates the order of
the flow of funds and how cash flow after debt service would be allocated for the project under this
bond structure.
Deal Structure
In order to prevent problems in tax-exempt issues that may threaten the tax-exempt status of
the issue or otherwise cause problems to the City, it is the City's policy to use its own Bond
Counsel and Financial Advisor on all bond deals, even conduit issues. The City of Palm
Springs is the issuer of the bonds, and will use the bond proceeds to make a loan to
Millennium Housing to carry out the deal. Millennium will repay the bonds from the net income
from the park. One attractive feature of the project is that the bond structure creates a Repair
and Replacement fund for park improvements so that repairs can be made to the park without
any rent increases other than the normal annual increases (CPI) allowed by the City's Rent
Control Ordinance. The fund will be replenished over the initial ten year period from the cash
flow of the park as well as, eventually, a portion of the Operating Fund Reserve; the total
contributions to repair and replacement should be sufficient to meet the physical needs
assessment targets set for the first ten years.
Millennium's administration fee is fixed at $30/month/space, and is a portion of the current rent.
Their total estimated fee for the year, $91,000 in Year 1, is significantly less than the current
owners take in profit, and will probably be reduced until the cash flow stabilizes, anyway.
Parties
ISSUER
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263
John Raymond, Redevelopment Director; Tom Kanarr, Finance Director and City Treasurer
// /I
ISSUER'S COUNSEL
Burke, Williams & Sorensen, LLP
18301 Von Karman Avenue, Suite 1050
Irvine, California 92612
David J. Aleshire, City Attorney
BOND COUNSEL
Burke, Williams & Sorensen, LLP
18301 Von Karman Avenue, Suite 1050
Irvine, California 92612
Urban Schreiner, Esq.; Robert F. Messinger, Esq.; Dawn C. Honeywell, Esq.
Law Offices of Sam Norber
Beverly Hills Law Building
424 South Beverly Drive
Beverly Hills, CA 90212
Sam Norber, Esq.
DISCLOSURE COUNSEL
Best, Best & Krieger
3750 University Ave., Suite 400
Riverside, CA 92501
Francis J. Baum
UNDERWRITER
Kinsell, Newcomb & De Dios, Inc.
462 Stevens Avenue, Suite 308
Solana Beach, CA 92075
Pam Newcomb, Exec. Vice President; Todd Smith, Vice President; Janees Williams, Associate
TRUSTEE
UNION BANK OF CALIFORNIA
475 Sansome St., 12" Floor
San Francisco, CA 94111
Gillian Wallace
BORROWER
Millennium Housing
1835 Newport Blvd., #D-250
Costa Mesa, CA 92627
George Turk; Lori Carraway
11 A.,c6
BORROWER'S GENERAL COUNSEL
Charles, Kane & Dye, LLP
1920 Main Street, Suite 1070
Irvine, CA 92614
Steve M. Kane, Esq.
BORROWER'S 501(C)(3) COUNSEL
Goldfarb & Lipman
1300 Clay Street, 191h Floor
Oakland, CA 94612
M. David Kroot, Esq.; Dianne Jackson-McClean
FINANCIAL ADVISOR
Harrell & Company Advisors, LLC
The City Tower, 333 City Blvd. West, Suite 1430
Orange, CA 92868
Suzanne Q. Harrell
Enclosed with this staff report and resolution are the Pricing Summaries for the Series A and B
issues, as well as a Summary of Sources and Uses for the project. The Preliminary Official
Statements for the issues (prepared by the Disclosure Counsel) and the Debt Service
Schedules have been prepared and are on file with the City Clerk. The Bond documents and
Agency Owner Participation Agreement will be finalized in early March, with the OPA
scheduled for the March 6 meeting.
The project is truly of benefit to the residents of the park, who now have a funding source for
necessary improvements without special rent increases. These project objectives could not be
accomplished without the use of tax-exempt financing by a non-profit, as the lower interest
cost and property tax waivers help to create the cash flow necessary to fund ongoing
replacement of needed items. In addition, the amount of Agency subsidy, at $2,600 per
restricted unit, is also quite low, and adds units to the Agency's inventory of affordable units.
ohn S. Raym Ind Thomas M. Kanarr
re r of-- yRe—development Director of Finance & City Treasurer
Approve3'by f
City Managej:�:,---�
Attachments:
1. Resolution
2. Pricing Summary (Series A and B)
3. Summary of Sources and Uses
j l /i-5�
Preliminary
City of Palm Springs, California
Mobilehome Park Revenue Bonds
(Sahara Senior MHO
Series 2002 A "A CA"Insured
PRICING SUMMARY
Maturity Type of Bond Coupon Yield Maturity Value Price Dollar Price
3/15/2003 Serial Coupon 1.750% 2.000% 75,000.00 99.753% 74,814.75
3/15/2004 Serial Coupon 2.250% 2.750% 80,000.00 99.033% 79,226.40
3/15/2005 Serial Coupon 3.250% 3.350% 80,000.00 99.716% 79,772.80
311512006 Serial Coupon 3.500% 3.700% 85,000.00 99.262% 84,372.70
311512007 Serial Coupon 3.900% 4.100% 05,000.00 99.104% 84,238.40
311512008 Serial Coupon 4.260% 4.350% 90,000.00 99.476% 89,528.40
3/15/2009 Serial Coupon 4.500% 4.550% 90,000.00 99.703% 89,732.70
3/15/2010 Serial Coupon 4.6001A 4.700% 100,000.00 99.339% 99,339.00
3/15/2011 Serial Coupon 4.750% 4.650% 100,000.00 99.277% 99,277.00
3/15/2012 Serial Coupon 4.850% 4.950% 130,ODO.00 99.216% 126,983.40
3/15/2013 Serial Coupon 5.000% 5.100% 155,ODO.00 99.166% 153,707.30
3/15/2014 Serial Coupon 5.100% 5.200% 165,ODO.00 99.115% 163,539.75
3/15/2015 Serial Coupon 5.200% 5.300% 175,000.00 99.069% 17.3,370.75
3/15/2016 Serial Coupon 5.300% 5.400% 185,000.00 99.026% 183,198.10
3/15/2017 _ Serial Coupon 5.400% 5.500% 190,000.()0 98.987% 188,075.30
3/15/2021 Term 1 Coupon 5.500% 5.600% 885,000.00 98.839% 874,725.15
3/15/2037 Term 2 Coupon 5.600% 5.700% 7,115,000.00 98.490% 7,007,563.50
Total - - - - 9,785,000.00 - 9,653,466.40
BID INFORMATION
ParAmount of Bonds............................................................................................................................................... $9,785,000.00
Reoffering Premium or(Discount)............................................................................................................................... (131,534.601
GrossProduction..................................................................................................................................................... $9,653,465.40
Total Underwriter's Discount (2.000%)...................................................................................................................... t(195,700.00)
Bid (96.656%)........................................................................................................................................................ 9,457,765.40
TotalPurchase Price................................................................................................................................................ $9,457,765.40
BondYear Dollars.................................................................................................................................................... $241,700.00
AverageLife........................................................................................................................................................... 24.701 Years
AverageCoupon...................................................................................................................................................... 5.5478206%
NetInterest Cost(NIC)............................................................................................................................................. 5.6832094%
TnroInterest Cost(TIC)............................................................................................................................................ 5.7909021%
Kinse/%Newcomb&De Dios,Inc. File = MHP.sf-MHP ACA 2-06-02-Series A
Public Finance 216/2002 9:03AM
Ci / !
Pnirrrrry
City of Palm Springs, California
Mobilehome Park Revenue Bonds
(Sahara Senior MHO
Series 2002 B
PRICING SUMMARY
Maturity Type of Bond Coupon Ye1d Maturity Value Price DOW Price
3/15/2006 Term 1 Coupon 5.250% 5.250% 60,000.00 100.000% 60,000.00
3/15/2011 Term 2 Coupon 5.750% 6.000% 95,000.00 98.280% 93,366.00
3115/2021 Term 3 Coupon 6.250% 6.750% 305,000.00 94.690% 288,804.50
3/16/2037 Term Coupon 6.750% 7.200% 11150,000.00 94.275% 1,084,162.50
Total - - - - 1,610,000.00 - 1,526,333.00
BID INFORMATION
Par Amount of Bond........................................................................................................ $1,610,000.00
Reoffering Premium or(Discount)....................................................................................... (83,687.00)
Gros.Production............................................................................................................. $1,526,333.00
Total Underwriter'.Discount 12.000%1.............................................................................. 3132,200.00I
Bid192.803%1................................................................................................................ 1,494,133.00
Total Purchase Price......................................................................................................... $1,494,133.00
BondYear Dollars..............................................................................................I............. $38.535.00
AverageWe................................................................................................................... 23.935 Years
AverageCoupon.............................................................................................................. 6.6678020%
Net Interest Cost INICI..................................................................................................... 6.9684819%
True Interest Cost ITICI.................................................................................................... 6.9937748%
Kin.all,Newcomb&D.Mo.,ho. File-MHP.ar-MHPACA 2-05-02-Sens B
Public Financ. 21612002 9:03 AM
6 17
ha8minary
City of Palm Springs, California
Mobilehome Park Revenue Bonds
(Sahara Senior MHO
Series 2002 Taxable Tail
PRICING SUMMARY
Maturity Type of Bond Coupon Yiald Maturity Valua Price Dollar bite
3/15/2012 Tarm 1 Coupon 8.760% 9.000% 300,000.00 98.374% 296,122.00
Total - - - - 300,000.00 - 295.122.00
BID INFORMATION
ParAmount of Bonds....................................................................................................................................................................... $300,000.00
ReofferingPremium or(Discount)....................................................................................................................................................... (4,878.00)
Gross Productwn............................................................................................................................................................................. $296,122.00
Total Underwriter i Discount (2.600%).............................................................................................................................................. *(7,600.00)
Bid195.874%)................................................................................................................................................................................ 287,622.00
TotalPurchase Price......................................................................................................................................................................... $287,622.00
BondYear Dollars............................................................................................................................................................................ $1,860.00
Awratre Lifa................................................................................................................................................................................... 6.167 Yaara
AwrmgeCoupon.............................................................................................................................................................................. 8.7600000%
NetInterest Cost INIC)..................................................................................................................................................................... 9.4190811%
TrueInterest Cost(TIC).................................................................................................................................................................... 8.7362230%
Kbue/l,Newcomb&De Diox,/nc. File —MHP.nfMHP ACA 2-06-02-7axable T.il
Public Finance 21612002 9,03 AM
Praiminery
City of Palm Springs, California
Mobilehome Park Revenue Bonds
(Sahara Senior MHCI
Series 2002 A ACA"Insured, Series 2002 B Non-Rated& Taxable Tail
TOTAL ISSUE SOURCES AND USES
Dated 03/15/2GO2 Delivered 0 3/1 51200 2
Series A Series a Taxable Tail Issue Summary
SOURCES OF FUNDS
Par Amount of Bonds................................................. $9,785,000.00 61,610,000.00 $300,000.00 $11,695,000.00
Planned Issuer Equity contribution............................... 400,000.00 - - 400,G00.00
TOTAL SOURCES...................................................... 410,185,000.00 61,610,000.00 $300,000.00 $12,095,000.00
USES OF FUNDS
Original issue Discount(DID)...................................... 131,534.60 83,667.00 4,878.00 220,079.60
Total Underwriter's Discount (2.013%)....................... 195,700.00 32,200.00 7,500.00 235,400.00
Costs of Issuance...................................................... - - 250,000.00 250,000.00
Gross Bond Insurance Premium................................... 313,120.11 - - 313,120.11
Deposit to Debt Service Reserve Fund(DSRFI............... 652,180.00 126,687.50 30,000.00 808,867.50
Deposit to Project Construction Fund........................... 9,500,000.00 - - 9,500,000.00
Repair and Replacement Fund..................................... 765,000.00 - - 765,000.00
Rounding Amount...................................................... (1,372,534.711 1,367,445.50 7,622.00 2,532.79
TOTAL USES............................................................ $10,185,000.00 $1,610,000.00 $300,000.00 412,095,000.00
Kinsell,Newcomb&De Dios,Inc. File — MHP.sf-MHP ACA 2-06-02-Issue Summary
Public Finance 21612002 9:03 AM
11AI
cr,
YCi
PROOF OF PUBLICATION This issil for County Clerk's Filing Stamp
(2015.5.C.C.P)
STATE OF CALIFORNIA
County of Riverside
I am a citizen of the United States and a resident of Proof of Publication of
the County aforesaid;I am over the age of eighteen .......___—__--.---
years,and not a party to or interested in the No.OFG9
above-entitled matter.I am the principal Cleric of a NOTICE OF PUBLIC HEARING
PALM SPRINGS CITY COUNCIL
printer of the,DESERT SUN PUBLISHING
NOTICE OF PUBLIC HEARING IS HEREBY CIV-
COMPANY a newspaper of general circulation, EN tnai the City Council of me Cltyy of Film
pprang, at Iis regular meeting on Feb rutl 220,
printed and published in the city of Palm Springs, 2 S002 will hold a public hearin and co e ry p-
_t
C'011nly of RIYe1'Sldh' proval of the i5euanee by he City of Palm
and which newspaper has been Springs(the. I City")of its;mobile home park rave-
adjudged a newspaper of general circulation by the nue bonds in the agqpprc&tlC principal :mtount Of
apptnximately $12,75a, 00. The proceeds from
Superior Court of the County of Riverside,State of the sale of the Ciry's band;,if any arc Is^ucd,are
California under the date of March 24,lyS$.Case ne-
ha6lltat on ofeaum bile hto ome park containing ap-
proximately 254 mobile home spaces known as
Number I9I236;that the notice,Of Which the the Sahara Mobil,, Home Parl<, o located at 1955
annexed is a printed Copy(set in type not smaller south O@mho Real in the City of Pawn SpnnOs
than non pariel,has been published in each regular line "Project")
and entire issue of said newspaper and not in any urea io make,a loan to M Ilenlum Housln0 of Cal
iform.l 1655 Newport Boulevard, $uae ❑-250,
supplement thereof on the following dates,to war. costa Mesa California 92627 or a successor as-
...___.______� _�_ •lei for Hauffei lSiaathe a(.+M�Ilenlum Housing" fn•ince
February${t thgno ronavation of the�+rolect. Mil-
oi k °lid opor•
`or Mil-
be Homes Par .
Thisaucw ee
nnded to Wildly vwifK`Thc'put5lru
---- ---•--- — -rS,6.requlremcntr of Section 147(t) of the In4;r-
All in the 2002 year pal Revenue Code of 1966 as amended and ap.
Y placable provimons of Oalilerms law.
I certify(or declare)under penalty of perjugr that the All tho-w interested in matters rulaled to the i,u-
foregoi¢g is true and correct. once of the bonds and the flnancing of the ac-
qq of and rchablillation the Sahavi Mobile
lith Florae Park are invited to attOnd and be hF trd at
the meeting which will commence at'1:00 p.m of
Dated at Palm Springs,California this day as soon thereafter an possible and will be held lit
the City Council Chamber 3200 [act rshquila
Februar
y Cdnyon Way, Palm Spring.:, Callfomin 92,26'. In
of---------- 2002 addinoe wnnen comments may be subr ii•d at
any time prior to the hearing io th', Cary Clerk of
the City, 'm
of Palfn Springs. I( you have y ques-
tions regar-9229ding the public hearing, please contact
mend Redevelopmt lit Director, at
'�-----W-� -----W Sy:lslPstrloa A Sunders
Signature City Clerk Of the City of Palm Springs
_j"9• February 5 2002 _� —_
FEB 142092
PROOF OF PUBLICATION This is spice for County Clerk's Film.$tamp
(2015.5.C.C.P)
STATE OF CALIFORNIA
County of Riverside
I am a citizen of the United Slates and a resident of Proof of Publication of
the County al'oresaidg I am over the age of eighteen ------------------------"-------------
years,and not a party to or interested in the
above-entitled matter.1 am the principal cleric of a No 0583
printer of the,DESERT SUN PUBLISHING CITY OF PALM SPRINGS
NOTICE OF PUBLIC HEARING
COMPANY a newspaper of general circulation, NOTICE 01' PU UC HEARING IS HEREBY GIV-
printed and published in the city of Palm Springs, EN Ihol. the City Council of Ih" Clly of Palm
i Springs at Its regular meeting on February 20,
County of Riverside,and which newspaper has been 2(102, will hold a public hearing and consider a
adjudged a newspaper er of general arenlation b the pprovnl of the issuance by the City of Palm
J g p p g Y Springs(the "City) Of Js by t home park Pam
Superior Court of the County of Riverside,State Of nue boridG in the agpgregate pnncipm +mount of
opproxlmately 512,7be 000, he proceeds from
California under the date of March 24, 1988.Case ilia sale of me bonds, if any are Issued,are
Inten6,d to be used to finance acque diem and to-
Number 191236;that the notice,of which the habilitation of a mobile;nome park containing ap-
pr
annexed is a printed copy(set in type not smaller P1 oxlmately 294 mobile home spaces known It
e Sahara Mobile Home Park, lec:dcd nt 1055
than non triel,has been published in each regular South Camino 11,51 in the City of Palm Springs
Pt 1 g (the rop+el )
and entire issue of said newspaper and not in any Proceeds of the 00,L bands are expected to be
supplement thereof on the following dates,to will used to make a loan to Millenlum Housing of CaI-
Ifornia 1836 Newport aeulovprd, Suite D-260
February 6th, 130 I Costa Mesa,C•aIifornin 02627 or a successor �;•-
sign or uffliate ('Millennium Hou;^inq ) to finance
_^---------.. _ --- Ite-dc'uisinon and rentfvrhon of fhc Project MII-
nium HMain? will be tyro initial owner and 6A� _
ator of the Series Mobile Home Park.
-------^ --------------"------—^^-----------'""' This nohcc is intended to comply will) lho public
All in the year 2002 notice requirements al Section 147(f)of the Inter-
nal Revenue Cod, of Ig86, as amended and ap-
certify(or declare)under penalty of perjury that the pllcable prove-;ions of California law.
foregoing is true and correct. all those interested in matter- rdvhed to the issu-
ance of the bond:, rod the financing of the acqui-
13th sltlon and ruhublitation of the Sahara Mol)JU
Dated at Palm Springs,California this-----•---day Hnmi• Perk are invited to attend and br• hrnrd at
y the meeting whlch will eommcoce at 7:00 p.m.or
February 's soon Ihwivaftcr as possible and will be hell It
he City Councll Chambers, 32D0 East Tal-CUITZ
of---------_______„---- -----2002 Canyon Way, Pifin SprinDs, California 22662. In
addition, wnth.n comments may be submitted at
q ariy urn,, prior to the hearing to the Cav Clerk of j
the Cie Palm Springs. If you have any quact
lions City
of regarding me public h1 you , please contact
YJC�C�'lA'LC� Mr. John R� mond, Redevelopment.Olreetor, 'rt I
(760) 323-82 8.
Signature By:RafrIna A.S,ridt rr
City Clerk of the ydy of Palm Springs
PUB February 6, 13, 20M
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM
SPRINGS AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$12,750,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF PALM
SPRINGS MOBILE HOME PARK REVENUE BONDS (SAHARA) 2002
SERIES A, B AND C AND APPROVING CERTAIN DOCUMENTS AND
AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City of Palm Springs (the "City"), a charter city and municipal
corporation duly organized and existing under and by virtue of the Constitution and laws of the
State of California, is authorized to issue bonds pursuant to Section 52100 and following of the
Health and Safety Code of the State of California (the "Laval') to finance the acquisition of
mobile home parks by nonprofit organizations within the jurisdiction of the City; and
WHEREAS, Millennium Housing Corporation, a California nonprofit public benefit
corporation (the "Borrower") qualified as an exempt organization under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"), has requested that the City issue
and sell three series of revenue bonds for the purpose of providing financing for the acquisition
and renovation of a 254-space mobile home park located at 1955 South Camino Real in the
City of Palm Springs, California and known as the Sahara Mobile Home Park (the "Project');
and
WHEREAS, the financing of the Project will lessen the governmental burden of the City
by preserving affordable housing within the City; and
WHEREAS, the City proposes to issue its not to exceed $12,750,000 aggregate
principal amount City of Palm Springs Mobile Home Park Revenue Bonds (Sahara) in three
series (the `Bonds") pursuant to the Law to finance the acquisition and renovation by the
Borrower of the Project; and
WHEREAS, there has been presented to the City Council at this meeting Preliminary
Official Statements relating to the Series A Bonds, Series B Bonds and Series C Bonds, and
there is on file with City Clerk proposed forms of an Indenture of Trust, a Loan Agreement, a
Regulatory Agreement, an Administration and Oversight Agreement, as well as a Purchase
Contract with respect to the purchase of the Series A Bonds and the Series B Bonds by
Kinsell, Newcomb & DeDios, Inc. (the "Underwriter") for sale to the public; and
WHEREAS, as required by Section 147(f) of the Internal Revenue Code of 1986, as
amended, this City Council has on this date conducted a duly noticed public hearing with
respect to the proposed issuance of the Bonds and financing the Project, such notice being
published in a newspaper of general circulation in the City; and
WHEREAS, all acts, conditions and things required by the laws of the State of
California to exist, to have happened and to have been performed precedent to and in
connection with the issuance of the Bonds exist, have happened and have been performed in
due time, form and manner as required by law, and the City is now duly authorized and
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empowered, pursuant to each and every requirement of law, to issue the Bonds for the
purposes, in the manner and upon the terms herein provided.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS AS FOLLOWS:
Section 1. Recitals. The above recitals, and each of them, are true and correct.
Section 2. Appointment of Trustee. Union Bank of California, N.A. is hereby
appointed as the initial trustee (the "Trustee") under the Indenture of Trust (the "Indenture")
relating to the Bonds, with the duties and powers of such Trustee as are set forth in the
Indenture.
Section 3. Indenture. The Indenture authorizing the issuance of the Bonds,
between the City and the Trustee, a copy of which is on file with the City Clerk, be and is
hereby approved in substantially the form thereof and the Mayor, Mayor Pro Tem, City
Manager or Treasurer, each acting alone, are hereby authorized and directed, for and in the
name and on behalf of the City, to execute and deliver the Indenture in the form hereby
approved together with such additions or changes as the officer executing the same, upon
consultation with the City's Financial Advisor, the City Attorney and Bond Counsel, may
approve, such approval to be conclusively evidenced by the execution and delivery thereof by
the City.
Section 4. Form of Bonds. The forms of the Bonds, each as set forth in the
Indenture, are hereby approved and the Mayor, Mayor Pro Tem or Treasurer and the City
Clerk are hereby authorized and directed to execute by manual or facsimile signature, for and
in the name and on behalf of the City, the Bonds in either temporary and/or definitive form in
the aggregate principal amounts and all in accordance with the terms and provisions of the
Indenture.
Section 5. Loan Agreement. The Loan Agreement (the "Loan Agreement") by and
among the City, the Trustee and the Borrower, whereby the proceeds of the Bonds are to be
loaned to the Borrower for the purpose of providing permanent financing for the acquisition
and renovation of the Project, a copy of which is on file with the City Clerk, be and is hereby
approved in substantially the form thereof and the Mayor, Mayor Pro Tem, City Manager or
Treasurer, each acting alone, are hereby authorized and directed, for and in the name and on
behalf of the City, to execute and deliver the Loan Agreement in the form hereby approved
together with such additions or changes as the officer executing the same, upon consultation
with the City's Financial Advisor, the City Attorney and Bond Counsel, may approve, such
approval to be conclusively evidenced by the execution and delivery thereof by the City.
Section 6. Regulatory Agreement. The form of the Regulatory Agreement and
Declaration of Restrictive Covenants by and among the City, the Trustee and the Borrower
(the "Regulatory Agreement"), a copy of which is on file with the City Clerk, be and is hereby
approved in substantially the form thereof and the Mayor, Mayor Pro Tem, City Manager or
Treasurer, each acting alone, are hereby authorized and directed, for and in the name and on
behalf of the City, to execute and deliver the Regulatory Agreement with respect to the Project
in the form hereby approved together with such additions or changes therein as the officer
executing the same, upon consultation with the City's Financial Advisor, the City Attorney and
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Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and
delivery thereof by the City.
Section 7. Official Statements. The three Preliminary Official Statements relating to
the Series A Bonds, the Series B Bonds and the Series C Bonds (collectively, the "Preliminary
Official Statements") in the forms presented at this meeting, are hereby approved. The City
Manager and Treasurer, each acting alone, are hereby authorized and directed to make
changes to the forms of the Preliminary Official Statements hereby approved, upon
consultation with the City's Financial Advisor, the City Attorney and Bond Counsel, as
necessary or desirable to reflect the terms of the financing and the documents with respect
thereto.
The Preliminary Official Statements may be brought into the form of final Official
Statements which shall contain such changes or modifications thereto as may be deemed
necessary or desirable by the City Manager or Treasurer, each acting alone, upon consultation
with the City's Financial Advisor, City Attorney and Bond Counsel. The Mayor, Mayor Pro Tem,
City Manager or Treasurer, each acting alone, are hereby authorized and directed, for and in
the name and on behalf of the City, to execute and deliver the final Official Statements. The
Mayor, Mayor Pro Tem, City Manager and Treasurer, each acting alone, are authorized and
directed, on behalf of the City, to certify the Preliminary Official Statements as "near final" for
purposes of Rule 15c2-12 under the Securities and Exchange Act of 1934, as amended ("Rule
15c2-12"), and to certify the Official Statements as "final" pursuant to Rule 15c2-12.
Section 8. Purchase Contracts for Series A Bonds, Series B Bonds and Series C
Bonds. The Purchase Contracts with respect to the Series A Bonds, the Series B Bonds and
the Series C Bonds, among the City, the Borrower and the Underwriter, copies of which are on
file with the City Clerk, be and are hereby approved in substantially the forms thereof. The
Mayor, Mayor Pro Tem, City Manager or Treasurer, each acting alone, are hereby authorized
to execute the Purchase Contracts in said form, together with such additions or changes as
the officer executing the same, upon consultation with the City's Financial Advisor, City
Attorney and Bond Counsel, may approve, such approval to be conclusively evidenced by the
execution and delivery of the Purchase Contracts by the City; provided that the combined
aggregate principal amount of the Series A Bonds, the Series B Bonds and Series C Bonds to
be sold pursuant to the Purchase Contracts shall not exceed $12,750,000, the interest rates
on the Series A Bonds and the Series B Bonds shall not result in a net interest cost greater
than (i) 6.50% per annum with respect to Series A Bonds; (ii) 7.75% per annum with respect to
Series B Bonds; (iii) 9.50% per annum with respect to the Series C Bonds; and (iv) the
Underwriter's discount shall not exceed 2.25%.
Section 9. Administration and Oversight Agreement. The Administration and
Oversight Agreement (the "Administration Agreement") by and among the City, the Borrower
and such entity as the City Manager shall select as Program Administrator and Oversight
Agent, a copy of which is on file with the City Clerk, be and is hereby approved in substantially
the form thereof, ,and the Mayor, Mayor Pro Tem, City Manager or Treasurer, each acting
alone, are hereby authorized and directed, for and in the name and on behalf of the City, to
execute the Administration Agreement in the form hereby approved, together with such
additions or changes as the officer executing the same, upon consultation with the City's
Financial Advisor, the City Attorney and Bond Counsel, may approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
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Section 10. Designation of Professionals. The law firm of Burke, Williams &
Sorensen, LLP is hereby designated as Bond Counsel with respect to the Bonds, the law firm
of Best Best & Krieger LLP is hereby designated as Disclosure Counsel to the City with
respect to the Bonds, and the financing consultant firm of Harrell & Company Advisors, LLC,
Orange, California, is hereby appointed as financial advisor to the City with respect to the
Bonds. Kinsell, Newcomb & DeDios, Inc. is hereby designated as underwriter for the Bonds.
Section 11. Other Acts. The Mayor, Mayor Pro Tem, members of the City Council,
City Manager, City Clerk, Treasurer, City Attorney and all other officers of the City are hereby
authorized and directed, for and in the name and on behalf of the City, to do any and all things
and take any and all actions, including without limitation, obtaining bond insurance and a rating
for the Bonds, and including execution and delivery of any and all assignments, certificates,
requisitions, agreements, 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 transactions as described herein in connection with the issuance and sale of
the Bonds or to otherwise effectuate the purposes of this Resolution.
Section 12. Effective Date. This Resolution shall take effect immediately upon
adoption.
ADOPTED THIS day of 2002.
AYES:
NOES:
ABSENT:
ATTEST: CITY OF PALM SPRINGS, CALIFORNIA
City Clerk City Manager
REVIEWED AND APPROVED AS TO FORM:
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