HomeMy WebLinkAboutRES FA-35RESOLUTION NO. FA-35
A RESOLUTION OF THE PALM DESERT FINANCING
AUTHORITY AUTHORIZING THE SALE AND ISSUANCE OF
ITS TAX ALLOCATION (HOUSING SET -ASIDE) REVENUE
BONDS, SERIES 2002, 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
Govemment 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
(Housing Set -Aside) Revenue Bonds, Series 2002 (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 and refinancing 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.
Section 4. Loan Aareement. As presented to this meeting and on file in the
office of the City Clerk, the form of the 2002 Housing Project Loan Agreement (the "Loan
Agreement") by and among the Agency, the Trustee and the Authority is hereby approved
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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
Hutchinson, Shockey, Erley & Co. (the "Underwriter") 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 Underwriter is hereby
directed to deliver copies of said final Official Statement to all actual purchasers of the
Bonds.
Section 6. Purchase Contract. The form of the Purchase Contract as
presented to this meeting by the Underwriter 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 Contract, 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, 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 $23,000,000; (ii) the purchase price of the Bonds and the
interest rates thereon, provided that the net interest rate shall not exceed 7.50% per
annum; (iii) the Underwriter's compensation with respect to the Bonds, which shall not
exceed 1.5% of the principal amount thereof; 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, 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
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Resolution, the Indenture, the Loan Agreement, the Purchase Contract and the Official
Statement, and any such actions previously taken by such officers are hereby ratified and
confirmed.
Section 10. Appointment of Professionals. The Authority hereby appoints
Hutchinson, Shockey, Erley & Co. as underwriter of the Bonds; MuniSoft as financial
advisor, Fulbright & Jaworski L.L.P. as disclosure counsel, and Richards, Watson &
Gershon, A Professional Corporation, as bond counsel. The underwriter shall be
compensated pursuant to the bond purchase agreement and the financial advisor,
disclosure counsel and bond counsel shall be compensated in accordance with proposals
submitted to the Executive Director of the Agency.
Section 11. Effective Date. This Resolution shall take effect immediately
upon adoption.
APPROVED AND ADOPTED this 25' day of April, 2002, by the following
vote to wit:
AYES: BENSON, FERGUSON, SPIEGEL, KELLY
NOES: NONE
ABSENTS: CRITES
ABSTAINS: NONE
Richard S. Kelly, President /
Sheila R. GilLgan, Secret
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