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HomeMy WebLinkAboutRES FA-29 RESOLUTION NO. FA- 29 111 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY AUTHORIZING THE SALE AND ISSUANCE OF ITS TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 4), SERIES 2001, APPOINTING A TRUSTEE, AND APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE SALE AND ISSUANCE OF SAID BONDS. WHEREAS, the Palm Desert Financing Authority (the "Authority") is a joint powers authority duly organized and existing under and pursuant to Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the California Government Code (the "Act") and that certain Joint Exercise of Powers Agreement dated as of January 26, 1989, by and between the City of Palm Desert and the Palm Desert Redevelopment Agency (the "Agency"), and is authorized pursuant to Article 4 of the Act to issue bonds for the purpose of making loans to the Agency to provide financing for public capital improvements; and WHEREAS, the Authority has determined to sell and issue its Tax Allocation Revenue Bonds (Project Area No. 4), Series 2001 (the "Bonds"), to be issued and secured pursuant to an Indenture (as defined herein); and WHEREAS, proceeds of the Bonds are to be applied for the purpose of making a loan to the Agency, pursuant to a certain Loan Agreement (as defined herein), for the object and purpose of assisting in the financing of certain public capital improvements, as described therein; NOW, THEREFORE, the Palm Desert Financing Authority DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows: Section 1. Recitals. The above recitals, and each of them are true and correct. Section 2. Indenture. The form of the Indenture of Trust (the "Indenture") with respect to the Bonds, by and between the Authority and the Trustee appointed in Section 3 hereof, presented at this meeting and on file in the office of the City Clerk of the City of Palm Desert, is hereby approved and the President, the Chief Administrative Officer, the Treasurer, the Secretary, any deputy of such officers, or any member of the Authority Commission, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture to the Trustee in substantially the form hereby approved, with such additions or changes as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 3. Appointment of Trustee. BNY Western Trust Company is hereby appointed as Trustee under the Indenture. P6402\0001\664569.3 RESOLUTION NO. FA- 29 Section 4. Loan Agreement. As presented to this meeting and on file in the office of the City Clerk, the form of the Loan Agreement (the "Loan Agreement") by and among the Agency, the Trustee and the Authority is hereby approved and the President, the Chief Administrative Officer, the Treasurer, the Secretary, any deputy of such officers, or any member of the Authority Commission, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute the Loan Agreement and deliver it to the Trustee and the Agency in substantially the form hereby approved, with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 5. Official Statement. The preliminary Official Statement relating to the Bonds, substantially in the form presented to this meeting and on file in the office of the City Clerk, is hereby approved. The Authority hereby approves the distribution by Kinsell, Newcomb & DeDios, Inc. and Stinson Securities, LLC (the "Underwriters") of copies of said preliminary Official Statement to persons who may be interested in the purchase of the Bonds. The President, the Chief Administrative Officer, the Treasurer, the Secretary, any deputy of such officers, or any member of the Authority Commission, is hereby authorized and directed, for and in the name and on behalf of the Authority, to cause the preliminary Official Statement to be brought into the form of a final Official Statement and to execute such additional documents prior to or concurrently with the signing of the final Official Statement as he may deem necessary or appropriate to verify the accuracy thereof. The Underwriters are hereby directed to deliver copies of said final Official Statement to all actual purchasers of the Bonds. Section 6. Purchase Agreement. The form of the Purchase Agreement as presented to this meeting by the Underwriters and the sale of the Bonds pursuant thereto upon the terms and conditions set forth therein are hereby approved and, subject to the provisions of Section 7 hereof, the President, the Chief Administrative Officer, the Treasurer, the Secretary, any deputy of such officers, or any member of the Authority Commission, is authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver said Purchase Agreement, with such changes therein as the officer executing the same may require or approve, including such matters as are authorized by Section 8 hereof, such approval to be conclusively evidenced by his execution and delivery thereof. Section 7. Final Terms of Sale of Bonds. The President, the Chief Administrative Officer, the Treasurer, the Secretary, any deputy of such officers, or any member of the Authority Commission, is hereby authorized and directed to act on behalf of the Authority to establish and determine (i) the aggregate principal amount of the Bonds, which amount shall not exceed $27,000,000; (ii) the purchase price of the Bonds and the interest rates thereon, provided that the net interest rate shall not exceed 6.25% per annum; (iii) the Underwriters' compensation with respect to the Bonds, which shall not exceed 1.25% of the principal amount thereof; and (iv) such provisions as may be P6402\0001\664569.3 RESOLUTION NO. FA- 29 required by the terms of any bond insurance policy issued with respect to the Bonds or any portion thereof. The authorization and powers delegated to such officer by this Section 7 shall be valid for a period of 90 days from the date of adoption of this Resolution. Best Best & Krieger LLP shall serve as disclosure counsel in connection with the issuance of the bonds, Richards, Watson & Gershon, A Professional Corporation, shall serve as bond counsel, and Kenneth L. Dieker, D.B.A. MuniSoft, shall serve as financial advisor. Section 8. Requisitions. The President, the Chief Administrative Officer, the Treasurer, the Secretary, any deputy of such officers, or any member of the Authority Commission, is hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay the costs of issuing the Bonds from the proceeds of the Bonds pursuant to the Indenture. Section 9. Other Acts. The officers of the Authority 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 Indenture, the Loan Agreement, the Purchase Agreement and the Official Statement, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 10. Effective Date. This Resolution shall take effect immediately upon adoption. APPROVED AND ADOPTED this 27th day of September, 2001. AYES: BENSON, CRITES, KELLY, SPIEGEL, FERGUSON NOES: NONE ABSENT: NONE ABSTAIN: NONE "alii T: ligLW71111 ecre ary P6402\0001\664569.3 I I I