Loading...
HomeMy WebLinkAboutCC RES 06-033RESOLUTION NO. 06- 33 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, ACTING FOR ITSELF AND AS THE LEGISLATIVE BODY OF CITY OF PALM DESERT COMMUNITY FACILITIES DISTRICT NO. 2005-1 (UNIVERSITY PARK) TO AUTHORIZE THE ISSUANCE OF ITS SPECIAL TAX BONDS, SERIES 2006A, IN A PRINCIPAL AMOUNT NOT TO EXCEED FIFTY MILLION DOLLARS ($50,000,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH RECITALS: WHEREAS, the City Council of the City of Palm Desert, located in Riverside County, California (the "City Council", and hereinafter sometimes referred to also as the "legislative body of the District"), has heretofore undertaken proceedings and declared the necessity of City of Palm Desert Community Facilities District No. 2005-1 (University Park) (the "District") to issue bonds pursuant to the terms and provisions of the Mello - Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the "Act"); and WHEREAS, pursuant to Resolution Nos. 06-8 and 06-9 adopted by the legislative body of the District on January 12, 2006, certain bond propositions were submitted to the qualified electors within the District, and were approved by more than two-thirds of the votes cast at the elections held within the District on January 12, 2006; and WHEREAS, based upon Resolution Nos. 06-8 and 06-9 and the elections, the District is now authorized to issue bonds in one or more series, pursuant to the Act, in an aggregate principal amount not to exceed $70,000,000, and WHEREAS, at this time, the legislative body of the District desires to issue a portion of such authorized bonds for the District under the Act to finance certain public facilities which the District is authorized to finance, and the District desires to accomplish the financing of such public facilities to serve the District through the issuance of bonds up to an aggregate principal amount not to exceed $50,000,000 as a series to be designated as the "City of Palm Desert Community Facilities District No. 2005-1 (University Park) Special Tax Bonds, Series 2006A" (the "Bonds"), and WHEREAS, in order to effect the issuance of the Bonds, the City Council, for itself and as the legislative body of the District, desires to approve the form of a Preliminary Official Statement for the Bonds and to approve the forms of, and authorize the execution and delivery of, a Bond Indenture, a Bond Purchase Agreement, an Acquisition Agreement, and a Continuing Disclosure Agreement for the Bonds, the forms of which are on file with the City Clerk; and P6401.1032\873402.4 Res. No. 06-33 WHEREAS, although certain forthcoming legislative approvals such certain zoning or specific plan approvals for the proposed development within the District have not yet been issued, the City will derive special benefits from the issuance of Bonds by the District at this time, because the District's financing of the public facilities which it is authorized to finance, by the issuance of Bonds, will enable the improvement of the major streets within the District (including without limitation Gerald Ford Drive, Portola Avenue, Cook Street, and Frank Sinatra Drive) at a significantly earlier time than possible without the assistance of the District's issuance of Bonds, and the improvement of such streets are of a high priority to the City Council; and WHEREAS, the legislative body of the District has determined that it is prudent in the management of its fiscal affairs to issue the Bonds; and WHEREAS, the value of the real property in the District subject to the special tax to pay debt service on the Bonds is not less than three times the principal amount of the Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District, which fact is required as a precondition to the issuance of the Bonds. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT, ACTING FOR ITSELF AND AS THE LEGISLATIVE BODY OF CITY OF PALM DESERT COMMUNITY FACILITIES DISTRICT NO. 2005-1 (UNIVERSITY PARK), DOES HEREBY RESOLVE AS FOLLOWS: 1. Each of the above recitals is true and correct and is adopted by the City Council, acting for itself and as the legislative body of the District. 2. The legislative body of the District hereby finds and determines that, as determined in accordance with Section 53345.8 of the Act and as required by the City of Palm Desert policies adopted on October 13, 2005 pursuant to Section 53312.7 of the Act (the "Mello -Roos Goals and Policies"), the value of the real property in the District subject to the special tax to pay debt service on the Bonds is not less than three times the principal amount of the Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District. This determination is based on the value of the real property within the District in an appraisal prepared for the District, which appraisal has been made in a manner consistent with the Mello -Roos Goals and Policies. 3. The Mello -Roos Goals and Policies requires that the development proposed within a community facilities district must have received any required legislative approvals such as zoning or specific plan approvals prior to the issuance of public debt, but the Mello -Roos Goals and Policies also provide that such requirement may be waived if the City Council finds that such waiver is reasonable given identified special City benefits to be derived from such waiver. The City Council hereby finds and determines that although certain forthcoming legislative approvals such certain zoning or specific plan approvals for the proposed development within the District have not yet 2 P6401.1032\873402.4 Res. No. 06-33 been issued, the City will derive special benefits from the issuance of Bonds by the District at this time, because the District's financing of the public facilities which it is authorized to finance, by the issuance of Bonds, will enable the improvement of the major streets within the District (including without limitation Gerald Ford Drive, Portola Avenue, Cook Street, and Frank Sinatra Drive) at a significantly earlier time than possible without the assistance of the District's issuance of Bonds, and the improvement of such streets are of a high priority to the City Council. The City hereby waives the aforementioned requirement set forth in the Mello -Roos Goals and Policies relating to legislative developmental approvals and finds that such waiver is reasonable in view of the above -described special benefits for road improvements the City will receive due to the District's issuance of the Bonds. 4. The issuance of the Bonds in an aggregate principal amount not to exceed $50,000,000 is hereby authorized, with the exact principal amount of the Bonds to be determined by the official signing the Bond Purchase Agreement in accordance with Section 7 below. The legislative body of the District hereby determines that it is prudent in the management of its fiscal affairs to issue the Bonds. The Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the District in accordance with Section 7 hereof. The Bonds shall be govemed by the terms and conditions of the Bond Indenture presented at this meeting, on file with the City Clerk and incorporated herein by reference (the "Indenture"). The Indenture shall be executed by the Mayor of the City of Palm Desert (the "Mayor") or the City Manager of the City of Palm Desert (the "City Manager", and together with the Mayor, the "Authorized Officers") in substantially the form presented at this meeting, with such additions thereto and changes therein as may be approved by such officer upon consultation with Richards, Watson & Gershon, A Professional Corporation ("Bond Counsel"). Approval of such changes shall be conclusively evidenced by the execution and delivery of the Indenture by any one of the Authorized Officers. The date or dates, maturity or maturities, pledge or assignment of any revenues of the District to the repayment of the Bonds, the manner of investment of any bond proceeds and other revenues, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption, rebate provisions, and other terms of the Bonds shall be as provided in the Indenture as finally executed and shall be in conformance with any such terms set forth in the Bond Purchase Agreement described in Section 7 below and Official Statement described in Section 9 below and delivered to the purchasers of the Bonds. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Indenture. 5. The Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor and the seal of the District or the City, or a facsimile thereof shall be impressed or imprinted thereon and attested with the manual or facsimile signature of the City Clerk. Wells Fargo Bank, National Association, is hereby =r,,, appointed to act as trustee for the Bonds. 6. Pursuant to Section 53356.1 of the Act, the legislative body of the District hereby covenants, for the benefit of the Bondowners, to commence and diligently 3 P640 l . l 032\873402.4 Res. No. 06-33 pursue any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, such foreclosure action to be commenced and pursued as more completely set forth in the Indenture. 7. The form of the Bond Purchase Agreement by and among the City (on behalf of the District), Stinson Securities, LLC, and Kinsell, Newcomb and De Dios, Inc. (collectively, the "Underwriter") presented at this meeting, on file with the City Clerk and incorporated herein by reference (the "Bond Purchase Agreement"), is hereby approved, and any one of the Authorized Officers is hereby authorized to execute the Bond Purchase Agreement in substantially the form hereby approved, with such additions thereto and changes therein as may be approved by such officer upon consultation with Bond Counsel. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, however, that the Bond Purchase Agreement shall be signed only if the Bonds are purchased by the Underwriter at an overall interest rate that does not exceed 6.50% per annum for the issue as a whole (calculated utilizing the true interest cost method) and the discount paid to the Underwriter (exclusive of original issue discount) does not exceed 1.50% of the principal amount of the Bonds. The legislative body of the District hereby finds and determines, pursuant to Section 53360.4 of the Act, that the sale of the Bonds at negotiated sale to the Underwriter, as contemplated by the Bond Purchase Agreement, will result in a lower overall cost than a public sale. Each of the Authorized Officers is authorized to determine the day on which the Bonds are to be priced in order to attempt to produce the lowest borrowing cost for the District and may reject any terms presented by the Underwriter if determined not to be in the best interest of the District. 8. The form of the Acquisition Agreement by and among the City, the District, Desert Wells 237, LLC, a California limited liability company, Albor Properties III, LP, a California limited partnership, Palm Desert Funding Company, LP, a Delaware limited partnership, The University Village Partnership, a California general partnership, Shaw/Palm Desert 1, LLC, a California limited liability company, and Sinatra & Cook Project, LLC, a Califomia limited liability company, presented at this meeting, on file with the City Clerk and incorporated herein by reference (the "Acquisition Agreement"), is hereby approved, and any one of the Authorized Officers is hereby authorized and directed to execute the Acquisition Agreement in substantially the form hereby approved, with such additions therein and changes thereto as the Authorized Officer or Authorized Officers executing the same may approve, with such approval to be conclusively evidenced by the execution and delivery of the Acquisition Agreement. 9. The form of the Preliminary Official Statement presented at this meeting, on file with the City Clerk and incorporated herein by reference (the "Preliminary Official Statement") is hereby approved, and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds in substantially the form hereby approved, together with such additions thereto and changes therein as are determined necessary by any one of the Authorized Officers to make the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 of the Securities and Exchange Commission, including, but not limited to, such additions and changes as are necessary 4 P6401.1032\873402.4 Res. No. 06-33 to make all information set forth therein accurate and not misleading. Each of the Authorized Officers is hereby authorized to execute a final Official Statement in substantially the form of the Preliminary Official Statement, together with such changes as are determined necessary by the Authorized Officer executing the Official Statement to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the Bonds and any supplement thereto to the purchasers thereof upon its execution on behalf of the District as described above. 10. The form of the Continuing Disclosure Agreement presented at this meeting, on file with the City Clerk as appended to the Preliminary Official Statement and incorporated herein by reference (the "Continuing Disclosure Agreement"), is hereby approved, and any one of the Authorized Officers is hereby authorized and directed to execute the Continuing Disclosure Agreement in substantially the form hereby approved, with such additions therein and changes thereto as the Authorized Officer or Authorized Officers executing the same deem necessary to cure any defect or ambiguity therein if such change does not materially alter the substance or content thereof, with such approval to be conclusively evidenced by the execution and delivery of the Continuing Disclosure Agreement. 11. All actions heretofore taken by the officers and agents of the City of Palm Desert and the District with respect to the establishment of the District, the issuance and sale of the Bonds, or in connection with or related to any of the agreements or documents referenced herein are hereby approved, confirmed, and ratified. The Mayor, each of the Authorized Officers, and the officers and staff of the, City of Palm Desert and the District responsible for the fiscal affairs of the District are hereby authorized and directed to take any actions, and execute and deliver any and all documents as are necessary to accomplish (a) the issuance, sale and delivery of the Bonds in accordance with the provisions of this Resolution, (b) the transactions contemplated by the Indenture, the Bond Purchase Agreement, the Acquisition Agreement, and the Continuing Disclosure Agreement, and (c) the fulfillment of the purposes of the Bonds as described in the Indenture, including, but not limited to, providing certificates as to the accuracy of any information relating to the District which is included in the Official Statement. In the event that the Mayor is unavailable to sign any document authorized for execution herein, any Authorized Officer may sign such document. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. 12. This Resolution shall take effect upon its adoption. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions. 5 P6401.1032%873402.4 Res. No. 06-33 PASSED AND ADOPTED this 23rd day of March, 2006, by the following vote to wit: AYES: BENSON, CRITES, SPIEGEL and FERGUSON NOES: NONE ABSENT: KELLY ABSTAIN: NONE ATTEST: R.chelle D. Klassen, y Clerk City of Palm Desert, Califomia 6 Mayor