HomeMy WebLinkAboutRES FA-07RESOLUTION NO. FA-7
A RESOLUTION OF THE PALM DESERT FINANCING
AUTHORITY AUTHORIZING THE SALE AND ISSUANCE OF
ITS TAX ALLOCATION REVENUE BONDS (PROJECT AREA
NO. 1, AS AMENDED), 1992 SERIES A, 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. 1, As Amended), 1992
Series A (the "Bonds"), such 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 advance refunding of certain outstanding
indebtedness of the Agency (the "Prior Bonds") and the financing of
certain public capital improvements, as described therein;
RESOLUTION NO. FA-7
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
dated as of April 1, 1992 (the "Indenture") with respect to the
Bonds, by
Section 3
office of
and between the Authority and the Trustee appointed in
hereof, presented at this meeting and on file
the City Clerk of the City of Palm Desert, is
in the
hereby
approved and the President and the Chief Administrative Officer or
either of the, 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 (including but not limited to changes necessary to conform
the Indenture to the terms and conditions set forth in the
Supplement described in Section 5) 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. Bank of America National
Trust and Savings Association is hereby appointed as Trustee under
the Indenture.
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") dated as of April 1, 1992, by and
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RESOLUTION NO. FA-7
among the Agency, the Trustee and the Authority is hereby approved
and the President and the Chief Administrative Officer, or either
of them, 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 (including such changes, if any necessary
to conform the Loan Agreement to the terms and conditions set forth
in the Supplement described in Section 5) 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 dated March 19, 1992 and the Supplement thereto (the
"Supplement") dated April 6, 1992 relating to the Bonds,
substantially in the forms presented to this meeting and on file in
the office of the City Clerk, are hereby approved. The Authority
hereby approves and ratifies the distribution by Miller & Schroeder
Financial, Inc., Whipple, Kinsell & Co., Inc. and, with respect to
the Supplement, BT Securities Corporation (the "Underwriters") of
copies of said preliminary Official Statement and Supplement to
persons who may be interested in the purchase of the Bonds. The
President and the Chief Administrative Officer, or either of them,
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 and the Supplement to be
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RESOLUTION NO. FA-7
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 Contracts. The forms of the Purchase
Contracts 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 and the Chief
Administrative Officer, or either of them, 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 Contracts, with such changes therein as the officer
executing the same may require or approve, including such matters
as are authorized by Section 7 hereof, such approval to be
conclusively evidenced by his execution and delivery thereof.
Section 7. Final Terms of Sale of Bonds. The President and
the Chief Administrative Officer, or either of them, 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 $100,000,000; (ii) the purchase price of the Bonds and the
interest rates on the Bonds, provided that no interest rate shall
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RESOLUTION NO. FA-7
exceed an amount which when taking into account original issue
discount, if any, would reflect an average yield on that maturity
of the Bonds of greater than 7.5%; (iii) the Underwriters'
compensation with respect to the Bonds, which shall not exceed 1.5%
of the aggregate principal amount of the Bonds; and (iv) such
provisions as may be 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.
Section 8. Requisitions. The President and the Chief
Administrative Officer, or either of them, 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 Contracts and the Official Statement, and
any such actions previously taken by such officers are hereby
ratified and confirmed.
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RESOLUTION NO. FA-7
Section 10. Effective Date. This Resolution shall take
effect immediately upon adoption. This Resolution supersedes
Resolution No. FA-5 of the Authority adopted on March 26, 1992.
APPROVED AND ADOPTED this 9th day of April, 1992.
AYES: CRITES, SNYDER, WILSON, BENSON
NOES: NONE
ABSENT: KELLY
ABSTAIN: NONE
ATTEST,: / e: ! /
Shei�z R Gilligan, Secr Lary
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Je:`n M. Benson, Vice President