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HomeMy WebLinkAboutCC RES 07-79RESOLUTION NO. 07- 79 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. 91-1 (INDIAN RIDGE PUBLIC IMPROVEMENTS) TO AUTHORIZE THE ISSUANCE OF ITS SPECIAL TAX REFUNDING BONDS, SERIES 2008, IN A PRINCIPAL AMOUNT NOT TO EXCEED TWELVE MILLION DOLLARS ($12,000,000) 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. 91-1 (Indian Ridge Public Improvements) (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, based upon Resolution Nos. 92-22 and 92-23 adopted by the legislative body of the District on March 12, 1992 and an election held March 12, 1992 authorizing the levy of a special tax and the issuance of bonds by the District, the District is authorized to issue bonds for one or more series, pursuant to the Act, in an aggregate principal amount not to exceed $35,000,000; and WHEREAS, on July 7, 1992, the District issued its $11,870,000 aggregate initial principal amount Special Tax Bonds, Series 1992A (the "1992A Bonds"); and WHEREAS, on December 12, 1995', the District issued its $12,385,000 aggregate initial principal amount Series 1995 Special Tax Bonds (the "1995 Bonds"); and WHEREAS, on December 11, 1997, the District issued its $22,989,000 aggregate initial principal amount Limited Obligation Refunding Bonds (Property Secured Only — No Issuer Liability), Series 1997 (the "1997 Local Obligations"), which refinanced the 1992A Bonds and the 1995 Bonds and which were sold to the Palm Desert Financing Authority (the "Authority"); and WHEREAS, concurrently with the District's issuance of the 1997 Bonds, the Authority issued its $30,915,000 aggregate initial principal amount 1997 Revenue Bonds (Assessment District Nos. 92-1 [Tierravista] and 94-1 [Bighorn] and Community Facilities District No. 91-1 [Indian Ridge]) (the "1997 Authority Bonds"); and 988759.3 RESOLUTION NO. 07-79 WHEREAS, at this time, the Authority and the legislative body of the District intend to refinance the 1997 Authority Bonds and the 1997 Local Obligations through the issuance of refunding bonds in an aggregate principal amount not to exceed $12,000,000, designated as the "City of Palm Desert Community Facilities District No. 91-1 (Indian Ridge Public Improvements) Special Tax Refunding Bonds, Series 2008" (the "Series 2008 Bonds"); and WHEREAS, the legislative body of the District has determined that it is prudent in the management of its fiscal affairs to issue the Series 2008 Bonds; and WHEREAS, the value of the real property in the District subject to the special tax to pay debt service on the Series 2008 Bonds is not Tess than three times the principal amount of the Series 2008 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 Series 2008 Bonds; and WHEREAS, in order to effect the issuance of the Series 2008 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 Series 2008 Bonds and to approve the forms of, and authorize the execution and delivery of, a Bond Indenture, an Escrow Agreement, a Bond Purchase Contract, and a Continuing Disclosure Agreement for the Series 2008 Bonds, the forms of which are on file with the City Clerk. 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. 91-1 (INDIAN RIDGE PUBLIC IMPROVEMENTS), 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 Series 2008 Bonds is not less than three times the principal amount of the Series 2008 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 full cash value of the real property within the District as shown on the ad valorem assessment roll. 3. The issuance of the Series 2008 Bonds in an aggregate principal amount not to exceed $12,000,000 is hereby authorized, with the exact principal amount of the Series 2008 Bonds to be determined by the official signing the Bond Purchase Contract in accordance with Section 7 below. In that regard, the City and the District hereby 2 988759.3 RESOLUTION NO. 07-79 appoint Del Rio Advisors, LLC, to act as financial advisor in connection with the issuance of such bonds; Stinson Securities, LLC, and Kinsell, Newcomb & De Dios, Inc. to act as underwriter of the bonds (collectively, the "Underwriter"); Lofton & Jennings to act as disclosure counsel; Richards, Watson & Gershon, A Professional Corporation, to act as bond counsel ("Bond Counsel"); and MuniFinancial to act as special tax consultant. The legislative body of the District hereby determines that it is prudent in the management of its fiscal affairs to issue the Series 2008 Bonds. The Series 2008 Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Contract to be executed on behalf of the District in accordance with Section 7 hereof. The Series 2008 Bonds shall be governed 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 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 Series 2008 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, funds designated to pay the costs of issuance the Series 2008 Bonds, and other terms of the Series 2008 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 Contract described in Section 7 below and Official Statement described in Section 8 below and delivered to the purchasers of the Series 2008 Bonds. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Indenture. 4. The Series 2008 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. The appointment of Wells Fargo Bank, National Association, as trustee (the "Trustee") under the Indenture and as escrow agent (the "Escrow Agent") under the Escrow Agreement described in Section 6 is hereby approved. 5. 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 pursue any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Series 2008 Bonds, such foreclosure action to be commenced and pursued as more completely set forth in the Indenture. 3 988759.3 RESOLUTION NO.. 07-79 6. The Escrow Agreement (the "Escrow Agreement"), proposed to be entered into by and among the District, the Authority and the Escrow Agent, in the form presented and on file in the office of the City Clerk, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority and the District, to execute and deliver the Escrow Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such officer's execution and delivery thereof). The date on which the 1997 Local Obligations and the 1997 Authority Bonds shall be defeased and no longer deemed to be outstanding shall be as provided in the Escrow Agreement as finally executed. 7. The form of the Bond Purchase Contract by and among the City (on behalf of the District) and the Underwriter presented at this meeting, on file with the City Clerk and incorporated herein by reference (the "Bond Purchase Contract"), is hereby approved, and any one of the Authorized Officers is hereby authorized to execute the Bond Purchase Contract 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 Contract; provided, however, that the Bond Purchase Contract shall be signed only if the Series 2008 Bonds are purchased by the Underwriter at an overall interest rate that does not exceed 6.00% 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 Series 2008 Bonds. The legislative body of the District hereby finds and determines, pursuant to Section 53360.4 of the Act, that the sale of the Series 2008 Bonds at negotiated sale to the Underwriter, as contemplated by the Bond Purchase Contract, 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 Series 2008 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. The authorization and powers delegated to such officer by this Section 7 shall be valid for a period commencing from the date of adoption of this Resolution, through and including February 15, 2008. 8. 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 Series 2008 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 4 988759.3 RESOLUTION NO. 07-79 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 Series 2008 Bonds and any supplement thereto to the purchasers thereof upon its execution on behalf of the District as described above. 9. 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. 10. All actions heretofore taken by the officers and agents of the City and the District with respect to the establishment of the District, the issuance and sale of the Series 2008 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 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 Series 2008 Bonds in accordance with the provisions of this Resolution; (b) the transactions contemplated by the Indenture, the Bond Purchase Contract, and the Continuing Disclosure Agreement, including without limitation establishing and determining such provisions as may be required by the terms of the bond insurance policy, if any, or debt service reserve surety bond(s), if any, purchased in connection with the issuance of the Series 2008 Bonds; and (c) the fulfillment of the purposes of the Series 2008 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. 5 988759.3 RESOLUTION NO. 07-79 11. 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. PASSED AND ADOPTED this 13th day of December, 2007, by the following vote, to wit: AYES: FERGUSON, KELLY, SPIEGEL, and BENSON NOES: NONE ABSENT: FINERTY ABSTAIN: NONE ATTEST: LDS' Rachelle D. Klassen, i Clerk City of Palm Desert, California 6 988759.3