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Home My WebLink AboutRES FA-40RESOLUTION NO. FA-40 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE AUTHORITY'S TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 2), SERIES 2003; APPOINTING A TRUSTEE; AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO RECITALS: 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 (the "City") 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 desires to issue and sell its "Tax Allocation Revenue Bonds (Project Area No. 2), Series 2003" (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 Indenture of Trust (the "Indenture"), proposed to be entered into by and between the Authority and the Trustee (defined in Section 3 below), in the form presented at this meeting and on file in the office of the City Clerk of the City (the "City Clerk"), is hereby approved. Subject to Section 8 below, each of the PA#2 - Authority Reso - 2003 bonds.DOC 1 RESOLUTION NO. FA-40 President, the Chief Administrative Officer, the Treasurer and the Secretary of the Authority, any deputy of such officers, and any member of the Authority Commission (each, an "Authorized Officer"), acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such additions or changes as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Officer's execution and delivery thereof). Section 3. Appointment of Trustee. The appointment of BNY Western Trust Company as trustee (the "Trustee") under the Indenture is hereby approved. Section 4. Loan Aareement. The Loan Agreement (the "Loan Agreement"), proposed to be entered into by and among the Agency, the Authority and the Trustee, in the form 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 Authority, to execute and deliver the Loan 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). Section 5. Preliminary Official Statement. The Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"), in the form presented at this meeting and on file with 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 Authority, to cause the Preliminary Official Statement in substantially said form, with such changes therein as such Authorized Officer may approve, to be deemed final for the purposes of Rule 15c2-12 of the Securities and Exchange Act of 1934. The distribution by Kinsell, Newcomb & DeDios, Inc. and Stinson Securities, LLC (together, the "Underwriters") of copies of the Preliminary Official Statement to potential purchasers of the Bonds is hereby approved. Section 6. Official Statement. Each of the Authorized Officers, acting singly, 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 (the "Official Statement"), and to execute the same for and in the name and on behalf of the Authority, with such changes therein as such Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). The distribution and use of the Official Statement by the Underwriters in connection with the sale of the Bonds are hereby approved. Section 7. Purchase Contract. The form of the Purchase Contract 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. Subject to Section 8 below, each of the Authorized Officers, acting singly, is authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the PA#2 - Authority Reso - 2003 bonds.DOC 2 RWG DRAFT 12/3/2002 RESOLUTION NO. FA-40 Purchase Contract in substantially said form, 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 such Authorized Officer's execution and delivery thereof). Section 8. Terms of Sale of Bonds. Each of the Authorized Officers, acting singly, 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 $45,000,000; (ii) the purchase price of the Bonds and the interest rates thereon, provided that the net interest rate shall not exceed six percent per annum; (iii) the Underwriters' compensation (discount) with respect to the Bonds, which shall not exceed 1.25% of the principal amount thereof; and (iv) such provisions as may be required by the terms of a bond insurance policy, if any, purchased with respect to the Bonds or any portion thereof. The authorization and powers delegated to such officer by this Section 8 shall be valid for a period of 90 days from the date of adoption of this Resolution. Section 9. Requisitions. Each of the Authorized Officers, acting singly, is hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay the costs of issuing the Bonds from the proceeds of the Bonds pursuant to the Indenture. Section 10. Other Acts. The Authorized Officers and all other officers of — the Authority are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and ail documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, or otherwise to effectuate the purposes of this Resolution, the Indenture, the Loan Agreement, the Purchase Contract and the Official Statement, and any such actions previously taken by such officers are hereby ratified and confirmed. PA#2 - Authority Reso - 2003 bonds.DOC 3 RWG DRAFT 12/3/2002 RESOLUTION NO. FA-40 Section 11. Effective Date. This Resolution shall take effect immediately upon adoption. APPROVED AND ADOPTED this following vote to wit: 12 th day of December AYES: CRITES, FERGUSON, KELLY, SPIEGEL, BENSON NOES: NONE ABSENT: NONE ABSTAIN: NONE 6, JEAN;$. BENSON, PRESIDENT ATTEST: Ra'chel'ie D. Kassen, Secretary , 2002, by the PA#2 - Authority Reso - 2003 bonds.DOC 4 RWG DRAFT 12/3/2002