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HomeMy WebLinkAboutCC RES 07-12RESOLUTION NO. 07-12 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT AUTHORIZING THE ISSUANCE AND SALE BY THE CITY OF NOT TO EXCEED $40,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF PALM DESERT SECTION 29 ASSESSMENT DISTRICT (NO. 2004-2), LIMITED OBLIGATION IMPROVEMENT BONDS, SERIES 2007; APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH; AND APPROVING CERTAIN OTHER MATTERS RELATING THERETO RECITALS: WHEREAS, on November 16, 2006, the City Council of the City of Palm Desert (the "City Council") adopted its Resolution No. 06-151 (the "Resolution of Intention") declaring its intention to order acquisitions and improvements for proposed City of Palm Desert Section 29 Assessment District (No. 2004-02) (the "Assessment District") pursuant to the provisions of the Municipal Improvement Act of 1913 (California Streets and Highways Code Section 10000, et seq.) (the "1913 Act") and as provided in Article XIIID of the California Constitution, and to comply with the requirements of Division 4 of the California Streets and Highways Code by proceeding under Part 7.5 thereof, and by such Resolution of Intention, the City Council provided that serial bonds, term bonds, or both, would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code, commencing with Section 8500 (the "1915 Act"); and WHEREAS, on January 25, 2007, after conducting a duly noticed public hearing, the City Council adopted Resolution No. 07-4B, ordering the acquisitions and improvements and confirming the proposed assessments against parcels within the Assessment District; and WHEREAS, following the expiration of the 30-day cash collection period, a list of the assessments remaining unpaid has been filed with the City; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. The above recitals are all true and correct. Section 2. The City Council hereby approves and authorizes the issuance and sale of not to exceed $40,000,000 aggregate principal amount of City of Palm Desert, Section 29 Assessment District (No. 2004-02), Limited Obligation Improvement Bonds, Series 2007 (the "Bonds") under and pursuant to the 1915 Act to represent assessments remaining unpaid at the expiration of the 30-day cash collection period as set forth in the Fiscal Agent Agreement (described below). The Bonds shall be P6401-1033\93 7823 v 1.doc RESOLUTION NO. 07-12 governed by, and shall mature on the dates and pay interest at the rates set forth in the Fiscal Agent Agreement. Section 3. The form of Fiscal Agent Agreement relating to the Bonds by and between the City and the Fiscal Agent appointed in Section 4 hereof, presented at this meeting and on file in the office of the City Clerk, is hereby approved. Subject to Section 7 below, each of the Mayor, the Mayor Pro Tempore (in the Mayor's absence), the City Manager of the City of Palm Desert, and any deputy of such officers (each an "Authorized Officer"), acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Fiscal Agent Agreement in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). Section 4. Wells Fargo Bank, National Association, is hereby appointed as Fiscal Agent under the Fiscal Agent Agreement. Section 5. The Bonds shall be executed by the Treasurer of the City and by the City Clerk, by manual or facsimile signature, and the corporate seal of the City shall be impressed or imprinted on the Bonds in a similar manner. The Bonds shall then be delivered to the Fiscal Agent for authentication and registration. Section 6. The form of Purchase Contract relating to the Bonds, by and among the City and Stinson Securities, LLC and Kinsell, Newcomb, De Dios, Inc. (the "Underwriters"), presented at this meeting and on file in the office of the City Clerk, is hereby approved. Subject to Section 7, below, each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of the Underwriters to purchase the Bonds as reflected in the Purchase Contract and to execute and deliver the Purchase Contract in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein that hereafter become necessary in the interest of the City and which are approved by the Authorized Officer executing the same (such Authorized Officer's approval to be conclusively evidenced by such execution and delivery). Section 7. Each of the Authorized Officers, acting singly, is hereby authorized and directed to act on behalf of the City to establish and determine (i) the aggregate principal amount of the Bonds, which amount shall not exceed $40,000,000; (ii) the purchase price of the Bonds and the interest rates thereon, provided that the interest rate shall not exceed 7.0% per annum (calculated utilizing the true interest cost method); (iii) the original purchasers' discount with respect to the Bonds, which shall not exceed 1.50% percent of the principal amount thereof (exclusive of original issue discount); and (iv) the final maturity of the Bonds, which shall not be on a date that is later than 35 years from the second day of September next succeeding 12 months from the dated date of the Bonds. The authorization and powers delegated to the Authorized Officers by this Section 7 shall be valid for a period of 90 days from the date of adoption of this Resolution. 2 P6401-1033\937823v 1.doc RESOLUTION NO. 07-12 Section 8. The form of Preliminary Official Statement relating to the Bonds, presented at this meeting and on file with the City Clerk, is hereby approved (the "Preliminary Official Statement"). The Underwriters are 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 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 Underwriters are further authorized to distribute the final Official Statement for the Bonds to the purchasers thereof upon its execution. Section 9. The form of the Continuing Disclosure Agreement relating to the Bonds, by and between the City and MuniFinancial, Inc., presented at this meeting and on file in the office of the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Agreement in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as may be approved by the Authorized Officer executing the same (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). Section 10. The form of Purchase and Sale Agreement and Escrow Instructions by and between the City and Berdan Parcel C LLC, A California Limited Liability Company, and NFT Parcel C LLC, A California Limited Liability Company, presented at this meeting and on file in the office of the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase and Sale Agreement and Escrow Instructions in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as may be approved by the Authorized Officer executing the same (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). Section 11. The form of Acquisition Agreement by and between the City and Rilington Dolce (in connection with the Rilington site), presented at this meeting and on file in the office of the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Acquisition Agreement in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as may be approved by the Authorized Officer executing the same (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). 3 P6401-1033\937823v1.doc RESOLUTION NO. 07-12 Section 12. The form of Acquisition Agreement by and between the City and Lomas De Arena (in connection with Sares-Regis site), presented at this meeting and on file in the office of the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Acquisition Agreement in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as may be approved by the Authorized Officer executing the same (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). Section 13. The form of Purchase Agreement by and between the City and MacLeod Couch Land Co. LLC and MC Properties LLC (in connection with McLeod site), presented at this meeting and on file in the office of the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase Agreement in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as may be approved by the Authorized Officer executing the same (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). Section 14. The form of Purchase Agreement by and between the City and Summit- Monterey Properties LLC (in connection with Summit Monterey Properties site), presented at this meeting and on file in the office of the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase Agreement in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as may be approved by the Authorized Officer executing the same (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). Section 15. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, or otherwise to effectuate the purposes of this Resolution, the Official Statement, and the Agreements described herein, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 16. This Resolution shall take effect immediately upon adoption. 4 P6401-1033\937823v 1.doc RESOLUTION NO. 07-12 PASSED AND ADOPTED this 8th day of March, 2007, by the following vote: AYES: BENSON, FERGUSON, FINERTY, SPIEGEL, and KELLY NOES: NONE ABSENT: NONE 4 l-t-7 ABSTAIN: NONE RICHARD S. KELLY, MAYOR ATTEST: C EH LLE tf.-LASMN, CITY CLERK CITY OF PALM DESERT, CALIFORNIA 5 P6401-1033\937823v1.doc