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HomeMy WebLinkAboutRES FA-57RESOLUTION NO. FA-57 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 TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 3), 2006 SERIES A, TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 3), 2006 SERIES B, AND SUBORDINATE TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 3), 2006 SERIES C, 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 three series of bonds: (i) Tax Allocation Refunding Revenue Bonds (Project Area No. 3), 2006 Series A (the "Series 2006A Bonds"), (ii) Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 3), 2006 Series B (the "Series 2006B Bonds," and together with the Series 2006A Bonds, the "Senior Bonds"), and (iii) Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 3), 2006 Series C (the "Subordinate Bonds," and together with the "Series Bonds," the "Bonds"); and WHEREAS, proceeds of the Bonds are to be applied for the purpose of making three loans to the Agency pursuant to two loan agreements for the object and purpose of, among other things, assisting in the financing of certain public capital improvements of benefit to Project Area No. 3, of the Agency; 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 held on the date hereof, that the issuance of the Bonds will result in significant public benefit; P6402.1057\893635.1 1 RESOLUTION NO. FA-57 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 City 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 Senior Bonds; Senior Indenture. The Indenture of Trust (the "Senior Indenture"), proposed to be entered into by and between the Authority and the Trustee (defined in Section 5 below) relating to the Senior Bonds, 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 $14,000,000, and the Series 2006E Bonds in an aggregate initial principal amount not exceeding $1,500,000, pursuant to the Senior Indenture is hereby approved. Subject to Section 11 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 Senior 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.Issuance of Subordinate Bonds; Subordinate Indenture. The Indenture of Trust (the "Subordinate Indenture"), proposed to be entered into by and between the Authority and the Trustee relating to the Subordinate Bonds, in the form presented at this meeting and on file in the office of the Secretary, is hereby approved. The issuance of the Subordinate Bonds, in an aggregate principal amount not exceeding $4,500,000, pursuant to the Subordinate Indenture is hereby approved. Subject to Section 11 below, each 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 Subordinate 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 5.Amointment of Trustee. The appointment of Wells Fargo Bank, National Association, as trustee (the "Trustee") under the Senior Indenture and the Subordinate Indenture is hereby approved. Section 6.Senior Loan Agreement. The Project Area No. 3 Loan Agreement (2006 Senior Loans) (the "Senior 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 Authorized Officer, acting singly, is hereby authorized and directed, for and in the name P6402.1057\893635.1 2 RESOLUTION NO. FA-57 and on behalf of the Authority, to execute and deliver the Senior 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 7.Subordinate Loan Agreement. The Project Area No. 3 Loan Agreement (2006 Subordinate Loan) (the "Subordinate 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 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 Subordinate 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 8. 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 Authorized Officer, 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 9. Official Statement. Each Authorized Officer, 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 10. 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 11 below, Each Authorized Officer, 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 11 hereof (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). P6402.1057\893635.1 3 RESOLUTION NO. FA-57 Section 11. Terms of Sale of Bonds. Each Authorized Officer, acting singly, is hereby authorized and directed to act on behalf of the Authority to establish and determine each of the following: (a) the aggregate initial principal amount of each series of Bonds, which amount (i) with respect to the Series 2006A Bonds shall not exceed $14,000,000, (ii) with respect to the Series 2006B Bonds shall not exceed $1,500,000, and (iii) with respect to the Subordinate Bonds shall not exceed $4,500,000; (b) interest rates on the Bonds, provided that (i) the true interest cost with respect to the Series 2006A Bonds shall not exceed 6.25 percent, (ii) the true interest cost with respect to the Series 2006B Bonds shall not exceed 6.25 percent, and (iii) the true interest cost with respect to the Subordinate Bonds shall not exceed 6.25 percent; (d) the Underwriter's compensation (i.e., underwriter's discount) with respect to the sale of the Bonds, provided that such compensation (i) with respect to the Series 2006A Bonds shall not exceed one percent of the aggregate principal amount of the Series 2006A Bonds, (ii) with respect to the Series 2006E Bonds shall not exceed one percent of the aggregate initial principal amount of the Series 2006B Bonds, and (iii) with respect to the Subordinate Bonds shall not exceed one percent of the aggregate initial principal amount of the Subordinate 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 11 shall be valid for a period of 120 days from the date of adoption of this Resolution. Section 12. 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 Senior Indenture, the Senior Loan Agreement, the Subordinate Indenture, the Subordinate Loan Agreement, the Purchase Agreement and the Official Statement, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 13. Effective Date. This Resolution shall take effect immediately upon adoption. P6402.1057\893635.1 4 RESOLUTION NO. FA-57 APPROVED AND ADOPTED this 8th day of June 2006 by following vote to wit: AYES: BENSON, CRITES, KELLY, SPIEGEL, and FERGUSON NOES: NONE ABSENT: NONE ABSTAIN: NONE ATTEST: 2 _JQ' RACHELLE D. K EN, SECRETARY P6402.1057\893635. I 5