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HomeMy WebLinkAboutRES FA-54RESOLUTION NO. FA-54 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY ACKNOWLEDGING A FINDING OF SIGNIFICANT BENEFIT AND 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 SUBORDINATE TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 2), 2006 SERIES A, AND SUBORDINATE TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES B, 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 and refinancing for public capital improvements; and WHEREAS, the Authority desires to issue and sell its Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A (the "Series 2006A Bonds") and Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B (the "Series 2006E Bonds," and together with the Series 2006A Bonds, the "Bonds") to be issued and secured pursuant to a certain Indenture (as defined below); and WHEREAS, proceeds of the Bonds are to be applied for the purpose of making two loans to the Agency pursuant to a certain Loan Agreement (as defined below) for the object and purpose of, among other things, (i) assisting in the financing of certain public capital improvements of benefit to Project Area No. 2, of the Agency, and (ii) effecting all of the Authority's remaining outstanding Tax Allocation Revenue Bonds (Project Area No. 2), Series 1995; and WHEREAS, the City Council has made a finding, after a duly noticed public hearing pursuant to Section 6586.5 of the California Government Code, that the issuance of the Bonds will result in significant public benefit; P6402.1055\884013.2 1 RESOLUTION NO. FA-54 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.Acknowledgment of Citv Council Findings. The Authority hereby acknowledges and concurs with the City Council's finding of significant public benefit and hereby approves and authorizes the issuance and sale of the Bonds. Section 3.Issuance of Bonds; 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 Secretary of the Authority (the "Secretary"), is hereby approved. The issuance of the Series 2006A Bonds, in an aggregate principal amount not exceeding $45,000,000, and the issuance of the Series 2006E Bonds, in an aggregate initial principal amount not exceeding $35,000,000, pursuant to the Indenture are hereby approved. Subject to Section 10 below, each of the President, the Chief Administrative Officer and the Treasurer 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 4.ADDointment of Trustee and Escrow Agent. The appointment of Wells Fargo Bank, N.A., as trustee (the "Trustee") under the Indenture and as escrow agent (the "Escrow Agent") under the Escrow Agreement described in Section 6 hereof is hereby approved. Section 5.Loan Agreement. The Project Area No. 2 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 Secretary, 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 6.Escrow Agreement. The Escrow Agreement (Project Area No. 2) (the "Escrow Agreement"), proposed to be entered into by and among the Agency, the Authority and the Escrow Agent, in the form presented to this meeting and on file in the office of the Secretary, 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 Escrow Agreement in substantially said form, with P6402.1055\884013.2 2 RESOLUTION NO. FA-54 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 7. 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 Secretary, 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 Citigroup Global Markets Inc. (the "Underwriter") of copies of the Preliminary Official Statement to potential purchasers of the Bonds is hereby approved. Section 8.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 Underwriter in connection with the sale of the Bonds are hereby approved. Section 9.Purchase Agreement. The form of the Bond Purchase Agreement 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. Subject to Section 10 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 Purchase Agreement 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 10 hereof (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 10. 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 (a) the aggregate principal amount of the Series 2006A Bonds, which amount shall not exceed $45,000,000, (b) the aggregate initial principal amount of the Series 2006B Bonds, which amount shall not exceed $35,000,000; (c) interest rates on the Bonds, provided that the true interest cost with respect to the Series 2006A Bonds shall not exceed 6.00 percent and the true interest cost with respect to the Series 2006B Bonds shall not exceed 6.00 percent, (d) the Underwriter's compensation (i.e., underwriter's discount) with respect to the sale of the Bonds, provided that such compensation with respect to the Series 2006A Bonds shall not exceed 1.00 percent of the aggregate principal amount of the Series 2006A Bonds, and such compensation P6402.1055\884013.2 3 RESOLUTION NO. FA-54 with respect to the Series 20068 Bonds shall not exceed 1.25 percent of the aggregate initial principal amount of the Series 2006E Bonds, and (e) such provisions as may be required by the terms of the bond insurance, if any, or debt service reserve surety bond(s), if any, purchased in connection with the issuance of the Bonds. The authorization and powers delegated to such officer by this Section 10 shall be valid for a period of 120 days from the date of adoption of this Resolution. Section 11. 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 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 Escrow Agreement, the Purchase Agreement and the Official Statement, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 12. Effective Date. This Resolution shall take effect immediately upon adoption. APPROVED AND ADOPTED this 27th day of April 2006 by the following vote to wit: AYES: BENSON, CRITES, KELLY, and FERGUSON NOES: NONE ABSENT: SPIEGEL ABSTAIN: NONE ATTEST: .S'Se--- RACHELLE D. KSSEN, SECRETARY SON, PRESIDENT P6402.1055\884013.2 4