Loading...
HomeMy WebLinkAboutRDA RES 163RESOLUTION NO. 163 RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE AND PROVIDING FOR THE SALE OF A SUBORDINATED TAX ALLOCATION PROMISSORY NOTE OF THE AGENCY TO AID IN THE FINANCING OF A PORTION OF THE COST OF A REDEVELOPMENT PROJECT RECITALS: A. The Agency is a redevelopment agency, a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Redevelopment Law, and the powers of the Agency include the power to issue and sell a note for any of its corporate purposes. B. A Redevelopment Plan was approved and adopted by the City of Palm Desert by its Ordinance No. 80, for a redevelopment project known and designated as Project Area No. 1. C. The Agency deems it necessary and desirable to authorize the issuance and provide for the sale of its Subordinated Tax Allocation Promissory Note to aid in the financing of the redevelopment of that Project Area. NOW, THEREFORE, THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS WLS80-12A FOLLOWS: Section 1. Definitions. As used in this Resolution the following terms shall have the following meanings, unless the context requires otherwise: A. "Agency" means the Palm Desert Redevelopment Agency, a redevelopment agency, a public body corporate and politic, duly created, established and authorized to transact business and exercise its powers all under and pursuant to the Redevelopment Law, and any successor to its duties and functions. B. "City' means the City of Palm Desert, Cali- fornia. C. "Federal Securities" means bills, certificates of indebtedness, notes, bonds, or similar securities which are direct obligations of, or the principal and interest of which securities are secured by, the United States, whether issued in book entry form or otherwise. D. "Fiscal Year' means the fiscal year as established from time to time by the Agency, being on the date of this Resolution the one year period beginning on July 1st and ending on the next following June 30th. E. 'Note' means the Subordinated Tax Allocation Promissory Note authorized by this Resolution. P. "Noteholder" means the registered holder of -2- WLS80-13A the Note. G. "Parity Note" or "Parity Bonds" or any similar term means any additional tax allocation note or bonds, including, without limitation, bonds, notes, interim certificates, debentures or other obligations, payable out of Surplus Tax Revenues issued by the Agency ranking on a parity with the Note as permitted by Section 12 of this Resolution. H. "Project Area" means the project area described and defined in the Redevelopment Plan approved and adopted by Ordinance No. 80 of the City. I. "Redevelopment Law" means the Community Redevelopment Law, California Health and Safety Code Sections 33000, et seq., and as may be amended and supplemented and all future acts supplemental thereto or amendatory thereof. J. "Redevelopment Plan" means the "Redevelopment Plan for Project Area No. 1" approved and adopted by the City by its Ordinance No. 80. K. "Surplus Tax Revenues• means that portion of taxes levied upon taxable property in the Project Area and received by the Agency on or after August 15, 1975, which is allocated to and paid into the Special Fund of the Agency pursuant to Resolution No. 154, as Amended, of the Agency, and which are surplus Tax -3- WLS80-14A Revenues as described in Section 15(e) of such Resolu- tion No. 154, as Amended. L. "Treasurer" or "Treasurer of the Agency" means the officer who is then performing the functions of Treasurer of the Agency. Section 2. Amount, Issuance and Purpose of the Note. Under and pursuant to the Redevelopment Law and under and pursuant to this Resolution, the Subordinated Tax Allocation Promissory Note of the Agency in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) is hereby authorized to be issued by the Agency for the corporate purposes of the Agency in aiding in the financing of the redevelopment of the Project Area and for other purposes related thereto as hereinafter provided. It is hereby determined and declared that the issuance of the Note is necessary for the purposes herein stated. Section 3. Nature of the Note. A. Security. The Surplus Tax Revenues are hereby allocated and irrevocably pledged to the payment of the principal of and interest on the Note as such principal and interest become due and payable and until the Note and all interest thereon has been paid, or until moneys for that purpose have been irrevocably set aside as provided in Section 3.B hereof, the Surplus Tax Revenues shall be applied solely to the payment of the Note and the interest thereon as in this Resolution provided. Such allocation and -4- WLS80-15A pledge is for the exclusive benefit of the Noteholder and shall be irrevocable. The Note shall be and is a special obligation of the Agency and is hereby secured by an irrevocable pledge of, and is payable as to principal and interest solely from the Surplus Tax Revenues. The Note and the interest thereon is not a debt of the City of Palm Desert, the State of California or any of its political subdivisions and neither the City, the State nor any of its political subdivisions is liable on the Note, nor in any event shall the Note and the interest thereon be payable out of any funds or properties other than those of the Agency as in this Resolution set forth. The Note does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing the Note are liable personally on the Note by reason of its issuance. The validity of the Note is not and shall not be dependent upon the completion of the redevelopment of the Project Area, or upon the performance by any person of an obligation of that person relative to such redevelopment. Payment of principal of and interest on the Note is subject to the prior lien of the Palm Desert Redevelopment Agency, Project Area No. 1, As Amended, Tax Allocation Bonds, as authorized by Resolution No. 154, as amended, of the Agency. B. Defeasance. Nothing in this Resolution shall -5- WLS80-16A preclude: (i) the payment of all or a portion of the principal of the Note from the proceeds of a refunding note or refunding bonds issued pursuant to law, or (ii) the payment of all or a portion of the principal of the Note from any legally available funds of the Agency. If the Agency shall pay or cause to be paid, or shall have made provision to pay upon maturity or upon redemption prior to maturity to the Noteholder, the principal and interest to become due thereon, through setting aside in trust funds or setting apart in a reserve fund or special trust account created pursuant to this Resolution or otherwise, or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account with a responsible bank or trust company moneys sufficient therefor or Federal Securities, the principal of and interest on which when due will be sufficient therefor, then, as to the Note the lien of this Resolution, including, without limitation, the pledge of the Surplus Tax Revenues and the other funds pledged hereunder, and all other rights granted hereby, shall thereupon cease, terminate and become void and be discharged and satisfied, and the Note and interest increments thereon shall no longer be deemed to be outstanding and unpaid; provided, however, that nothing in this Resolution shall require the deposit of more than such Federal Securities as may be sufficient, taking into account both the principal amount of such Federal Securities and the interest to become due thereon, -6- WLS80-17A to implement any refunding of the Note. Section 4. Description of the Note. The Note shall be in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) and shall be designated "Palm Desert Redevelopment Agency, Subordinated Tax Allocation Promissory Note". Section 5. Interest and Term. The Note shall bear interest at a rate to be hereafter fixed by resolution, but not to exceed twelve percent (12%) per annum, payable semiannually on June loth and December loth in each year, commencing June 10, 1983. The Note shall bear interest until the principal sum thereof has been paid. The Note shall mature on December 10, 1984. Interest on the Note shall be paid by the Treasurer of the Agency by check or draft mailed to the registered owner at such owner's address as it appears on the register kept by the Treasurer at the close of business on the tenth (10th) day preceding the interest payment date. Section 6. Place of Payment. The Note and the interest thereon shall be payable in lawful money of the United States of America by check or draft as stated above. Section 7. Form of Note. The Note shall be substantially in the form attached hereto and made a part hereof, marked "Exhibit A". Such form is hereby approved and adopted as the form of the Note with necessary or -7- WLS80-18A appropriate variations, omissions and insertions, as permitted or required by this Resolution or any supplemental resolution. Section 8. Execution of the Note. The Note shall be signed on behalf of the Agency by the manual signature of a member of the Agency and by manual signature of an appropriate officer of the Agency, and the seal of the Agency shall be impressed thereon. The foregoing officers are hereby authorized and directed to sign the Note in accordance with this Section 8. If any Agency member or officer whose manual signature appears on the Note ceases to be such member or officer before delivery of the Note, such signature is as effective as if such member or officer had remained in office, and the Note shall be as binding upon the Agency as though the person who signed the Note had been such officer on the date borne by the Note. Section 9. Note Register. The Treasurer shall keep or cause to be kept at the office of the Treasurer in Palm Desert, California, sufficient books for the registration and transfer of the Note, which shall at all times be open to inspection by the Agency, and upon presentation for such purpose, the Treasurer shall, under such reasonable regulations as the Treasurer may prescribe, transfer, or cause to be transferred, on such register, the Note as hereinbefore provided. -8- WLS80-19A Section 10. Redemption of the Note Prior to Maturity. The Note or any portion of the principal thereof may be redeemed by the Agency at any time prior to maturity. In the event the Agency shall redeem the Note prior to maturity, the Agency shall pay the principal of the Note plus accrued interest on the Note to the date of redemption. In the event the Agency shall redeem only a portion of the principal of the Note, the Noteholder shall exchange the Note for another note of the Agency in a principal amount equal to the unredeemed principal and in all other respects in the form attached hereto as Exhibit A. Section 11. Surplus Tax Revenues. The Surplus Tax Revenues are hereby allocated and irrevocably pledged to the payment of the principal of and interest on the Note as in this Resolution provided, and until the Note and all interest thereon has been paid, or until moneys or Federal Securities for that purpose have been irrevocably set aside as provided in Section 3.B .hereof, the Surplus Tax Revenues shall be applied solely to the payment of the Note and the interest thereon as in this Resolution provided. Such allocation and pledge is for the exclusive benefit of the Noteholder and shall be irrevocable. In the event the Surplus Tax Revenues to be received for the next Fiscal Year by the Agency, based upon the most recent assessed valuation of taxable property in the Project Area furnished by an appropriate officer of the County of Riverside, are at least equal to one hundred -9- WLS8 0-20A twenty-five percent (125%) of the principal and interest due on the Note in such fiscal year, and any loans, advances or indebtedness payable from Surplus Tax Revenues or from other sources as provided in Section 3.A hereof on a parity with the Note, then the balance of the Surplus Tax Revenues over and above that amount necessary to pay interest and principal on the Note in the then current fiscal year may be used and applied by the Agency for any lawful purpose, including without limitation, the redemption of the Note or a portion of the principal thereof as set forth in Section 10 above. Section 12. Issuance of a Parity Note or Parity Bonds. If at any time the Agency determines that it will not have sufficient moneys available from the proceeds of the Note and other sources to pay the costs of the redevelopment of the Project Area, the Agency may provide for the issuance of, and sell, a Parity Note or Parity Bonds in such principal amount as it estimates will be needed for such purpose. The issuance and sale of any Parity Note or Parity Bonds shall be subject to the following conditions precedent: A. The Agency shall be in compliance with all covenants set forth in this Resolution. B. Surplus Tax Revenues, received or to be received by the Agency, commencing on the date of issuance of such Parity Note or Parity Bonds, based -10- WLS80-21A upon the most recent equalized roll of taxable property in the Project Area shall be at least equal to one hundred ten percent (110%) of the maximum annual debt service requirements on the Note and the Parity Note or Parity Bonds and any loans, advances or indebtedness payable from Surplus Tax Revenues on a parity with the Note, which will be outstanding following the issuance of such Parity Note or Parity Bonds. Section 13. Covenants of the Agency. As long as the Note is outstanding and unpaid, the Agency shall, through its proper members, officers, agents or employees, faithfully perform and abide by all of the covenants, undertakings and provisions contained in this Resolution or in the Note, including the following Covenants and agreements for the benefit of the Noteholder which are necessary, convenient and desirable to secure the Note; provided, however, that such Covenants do not require the Agency to expend any funds other than the Surplus Tax Revenues: Covenant 1. Complete Redevelopment Project; Amendment to Redevelopment Plan. The Agency covenants and agrees that it will diligently carry out and continue to completion, with all practicable dispatch, the redevelopment of the Project Area in accordance with its duty to do so under and in accordance with the Redevelopment Law and the Redevelopment Plan and in a -11- WLS80-22A sound and economical manner. The Redevelopment Plan may be amended as provided in the Redevelopment Law, but no amendment shall be made which would substantially impair the security of the Note or the rights of the Noteholder unless accompanied by a certificate or opinion of an independent financial consultant employed by the Agency to the effect that such amendment would not so impair the security of the Note or the rights of the Noteholder. Covenant 2. Use of Proceeds; Management and Opera- tion of Properties. The Agency covenants and agrees that the proceeds of the sale of the Note will be deposited and used as provided by law and that it will cause all properties owned by it and comprising any part of the Project Area to be managed and operated in a sound and businesslike manner. Covenant 3. No Priority. The Agency covenants and agrees that, except as permitted under Resolution No. 154, as amended, of the Agency, it will not issue any obligations payable, principal or interest, from the Surplus Tax Revenues which have, or purport to have, any lien upon the Surplus Tax Revenues prior or superior to the lien of the Note herein authorized. Except as permitted in Section 12 hereof, the Agency will not issue any obligations payable, principal or interest, from the Surplus Tax Revenues, which have, or purport to have, WLS8 0-23A any lien upon the Surplus Tax Revenues on a parity with the Note herein authorized; provided, however, that nothing in this Resolution shall prevent the Agency (i) from issuing and selling pursuant to law a refunding note or refunding bonds or other refunding obligations payable from and having any lawful lien upon the Surplus Tax Revenues, if such refunding bonds or other refunding obligations are issued for the purpose of, and are sufficient for the purpose of, refunding the Note authorized by this Resolution, (ii) from issuing and selling or assuming the liability for payment of notes, bonds or other obligations which have, or purport to have, any lien upon the Surplus Tax Revenues which is junior to the Note herein authorized, or (iii) from issuing and selling notes, bonds or other obligations which are payable from sources other than the Surplus Tax Revenues. Covenant 4. Punctual Payment. The Agency covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and interest on the Note on the date, at the place and in the manner provided in the Note, all as provided herein. Covenant 5. Payment of Taxes and Other Charges. The Agency covenants and agrees that it will from time to time pay and discharge, or cause to be paid and -13- WLS80-24A discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which many lawfully be imposed upon the Agency or any of the properties then owned by it in the Project Area, or upon the revenues and income therefrom, and will pay all lawful claims for labor, material and supplies which if unpaid might become a lien or charge upon any of such properties, revenues or income or which might impair the security of the Note or the use of Surplus Tax Revenues to pay the principal of and interest thereon, all to the end that the priority and security of the Note shall be preserved; provided that nothing in this Covenant shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity thereof. Covenant 6. Books and Accounts; Financial State- ments. The Agency covenants and agrees that it will at all times keep, or cause to be kept, proper and current books and accounts, separate from all other records and accounts, in which complete and accurate entries shall be made of all transactions relating to the redevelopment of the Project Area and the Surplus Tax Revenues and other funds relating to such redevelopment. Covenant 7. Disposition of Property,. The Agency covenants and agrees that it shall not dispose of more -14- WLS80-25A than ten percent (10%) of the land area in the Project Area except property shown in the Redevelopment Plan in effect on the date this Resolution is adopted as planned for public use, or property to be used for public streets, public off street parking, sewage facilities, parking easements or rights of way for public utilities, or other similar uses, to public bodies or other persons or entities whose property is tax exempt, if as a result of such disposition the security of.the Note or the rights of Noteholder would be substantially impaired, unless accompanied by a certificate or opinion of an independent financial consultant employed by the Agency to the effect that such disposition would not so impair the security of the Note or the rights of the Noteholder. Covenant 8. Protection of Security and Rights of the Noteholders; No Arbitrage. The Agency covenants and agrees to preserve and protect the security of the Note and the rights of the Noteholder and defend its rights under all claims and demands of all persons. The Agency covenants and agrees to take no action which, in the opinion of counsel, would result in the interest received by the Noteholder becoming taxable under federal income tax laws. Any opinion of such counsel may be based upon, insofar as it relates to factual -15- WLS80-26A matters, information which is in the possession of the Agency as shown by a certificate or opinion of, or representation by, an officer or officers of the Agency, unless such counsel knows, or in the exercise of reasonable care should have known, that the certifi- cate or opinion or representation with respect to the matters upon which such opinion may be based, as aforesaid, - is erroneous. As used herein, 'opinion of counsel" means a written opinion of an attorney or firm of attorneys of favorable reputation in the field of municipal bond law. The Agency hereby covenants to the purchaser of the Note that it will make no use of the proceeds of the Note at any time during the 'erm thereof which would cause the Note to be an "arbitrage bond" within the meaning of that term under Section 103(c) of the United States Internal Revenue Code of 1954, as amended, and applicable regulations adopted thereunder by the Internal Revenue Service, and the Agency hereby assumes the obligation to comply with such Section 103(c) and such regulations throughout the term of the Note. Section 14. Amendments. This Resolution, and the rights and obligations of the Agency and of the Noteholder, may be modified or amended at any time by supplemental resolution adopted by the Agency: (i) without the consent of -16- • WLS80-27A the Noteholder, if such modification or amendment is for the purpose of curing any ambiguities, defects or inconsistent provisions in this Resolution or to insert such provisions clarifying matters or questions arising under this Resolution as are necessary and desirable to accomplish such cure or clarification, provided that such modifiations or amendments do not adversely affect the rights of the Noteholder and such modifications or amendments are accompanied by an opinion to that effect of counsel employed by the Agency, or (ii) with the consent of the Noteholder. Section 15. Notice Inviting Bids. The invitation for bids for the purchase of the Note is hereby authorized, such invitation to be substantially in accordance with the Notice Inviting Bids attached hereto, marked "Exhibit B" and by this reference incorporated herein. Such Notice Inviting Bids and the Bid Form, attached hereto and marked "Exhibit C' and by this reference incorporated herein, are hereby approved. The Secretary of the Agency shall cause to be published in the manner provided by law, such Notice Inviting Bids. The terms and conditions of the offering and the sale of the Note shall be as specified in such Notice Inviting Bids. Section 16. Draft Offering Memorandum Approved. The Agency hereby approves, to be furnished to prospective bidders for the Note and to the successful bidder, an -17- WLS80-28A Offering Memorandum, substantially in the form of the draft which has been presented to the Agency. The Executive Director is hereby authorized and directed, prior to final preparation, to make such changes as are necessary or desirable to correct errors or clarify or expand upon the meaning of parts thereof. A copy of such Offering Memorandum shall be filed in the office of the Secretary of the Agency. Section 17. Openin9 of Bids. The Executive Director or Bond Counsel, or both, are hereby authorized and directed to open the bids at the time and place specified in such Notice Inviting Bids and to present the same to the Agency. The Executive Director or Bond Counsel, or both, are hereby authorized and directed, in addition to taking the above actions, to receive and record the receipt of all bids made purusant to such Notice Inviting Bids, to cause such bids to be examined for compliance with such Notice Inviting Bids and to present such bids to the Agency as provided in such Notice Inviting Bids, along with a report as to the foregoing and any other matters deemed pertinent to the award of the Note and the proceedings for the issunce thereof. Section 18. General Authorization. The members of the Agency, and its officers, deputy officers, employees and counsel, are hereby authorized to do all acts and things which are required of them by this Resolution, and any -18- WLS8 0-29A supplemental resolution or which are necessary or appropriate in carrying out the issuance and sale of the Note. All acts and things heretofore done by its officers, deputy officers, employees and counsel, including, but not limited to, the provision of notice as required by law or otherwise, are hereby ratified and confirmed. Section 19. Proceedings Constitute Contract. The provisions of this Resolution, of the resolution awarding the Note and fixing the interest rate thereon, and of any other resolution supplementing or amending this Resolution, shall constitute a contract between the Agency and the Noteholder. This contract is made under and is to be construed in accordance with the laws of the State of California. After the issuance and delivery of the Note, this Resolution, any supplemental resolution and any other supplementary resolutions thereto shall be irrepealable, but shall be subject to modification or amendment to the extent and in the manner provided in this Resolution, but to no greater extent and in no other manner. Section 20. Severability. If any covenant, agreement or provision, or any portion thereof contained in this Resolution, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Resolution and the -19- WLS80-30A application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected, and tnis Resolution and the Note issued pursuant hereto shall remain valid and the Noteholder shall retain all valid rights and benefits accorded to them under this Resolution and the Constitution and laws of the State of California. Section 21. Effective Date. This Resolution shall become effective upon its adoption. PASSED, ADOPTED AND APPROVED this 2nd day of December, 1982. AYES: Jackson, Kelly, Sny r, Wilso, NOES: None ai ratan Romeo S. Puluqi [SEAL] EXHIBIT A PALM DESERT REDEVELOPMENT AGENCY SUBORDINATED TAX ALLOCATION PROMISSORY NOTE The PALM DESERT REDEVLEOPMENT AGENCY (the "Agency") a public body, corporate and politic, duly organized and existing under the laws of the State of California, for value received, hereby promises to pay, but solely from the funds hereinafter mentioned, to , herein sometimes referred to as the "registered owner" subject to the right of prior redemption hereinafter mentioned, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000) on December 10, 1984, and to pay the registered owner by check or draft mailed thereto, at such owner's address as it appears on Agency at the preceding the principal sum annum from shall have Resolution indicated, the register kept by the Treasurer of the close of business on the tenth (loth) day interest payment date, at the rate of interest on such percent %) per December 10, 1982, until the principal hereof been paid or provided for in accordance with the hereinafter referred to, at the rate above payable semiannually on June loth and December WLS80-2B loth in each year. Both principal and interest are payable in lawful money of the United States of America by check or draft mailed by the Treasurer of the Agency to the registered owner. This Note and the interest hereon are not a debt of the City of Palm Desert, the State of California or any of its political subdivisions and neither the City, the State nor any of its poitical subdivisions is liable hereon, nor in any event shall this Note and the interest thereon be payable out of any funds or properties other than the Surplus Tax Revenues of the Agency as set forth in the Resolution hereinafter mentioned. This Note does not constitute an indebtedness within the meaning of any con- stitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing this Note are liable personally on this Note by reason of its issuance. Payment of principal of and interest on the Note is subject to the prior lien of the Palm Desert Redevelopment Agency, Project Area No. 1, As Amended, Tax Allocation Bonds, as authorized by Resolution No. 154, as amended, of the Agency. This Note has been issued pursuant to and in full conformity with the Constitution and the laws of the State of California and particularly the Community Redevelop- ment Law, California Health and Safety Code Sections 33000, -2- WLS8 0-3B et seq., for the corporate purposes of the Agency in aiding in the financing of the redevelopment of the Project Area and is authorized by and issued pursuant to Resolution No. , adopted by the Agency on December 2, 1982, (the "Resolution"), and the Note is secured in accordance with the terms of the Resolution, reference to which is hereby made for a specific description of the security therein provided for the Note, for the nature and extend of such security, for the covenants and agreements made for the benefit of the Noteholder, and for a statement of the rights of the Noteholder and by the acceptance of this Note the registered owner hereof assents to all of the terms, conditions and provisions of the Resolution. In the manner provided in the Resolution, t.'^e Resolution and the rights and obligations of the Agency and of the Noteholder may be modified or amended with the consent of the Noteholder, unless modification or amendment is for the purpose of curing ambiguities, defects, or inconsistent provisions in the Resolution or to insert such provisions clarifying matters or questions arising under the Resolution as are necessary or desirable to accomplish such cure or clarification, in which case the Noteholder's consent is not required. The principal of this Note and the interest hereon are secured by an irrevocable pledge of, and are payable solely from the Surplus Tax Revenues, as such term is defined in the Resolution. The Resolution is adopted under -3- WLS8 0-4B and this Note is issued under and is to be construed in accordance with the laws of the State of California. This Note or any portion of the principal hereof may be redeemed by the Agency at any time prior to maturity. In the event the Agency shall redeem the Note prior to maturity, the Agency shall pay the principal of the Note plus accrued interest to the date of redemption. In the event the Agency shall redeem only a portion of the principal of the Note, the Noteholder shall exchange the Note for another note of the Agency in a principal amount equal to the unredeemed principal and in all other respects in this form. This Note is issued in fully registered form, and is negotiable only by transfer of registration. This Note is transferable by the registered owner hereof at the office of .the Treasurer of the Agency in Palm Desert, California. Upon such transfer a new registered Note will be issued to the transferee in exchange therefor. No exchange or transfer shall be made between the tenth (10th) day preceding any interest payment date and such interest payment date. The Agency and the Treasurer of the Agency may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Agency and the Treasurer of the Agency shall not be affected by any notice to the -4- WLS8 0-5A contrary. It is hereby recited, certified and declared that any and all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Note exist, have happened and have been performed in due time, form and manner as required by the Constitution and laws of the State of California. IN WITNESS WHEREOF, the Palm Desert Redevelopment Agency has caused this Note to be signed on its behalf by the manual signature of a member of the Agency and by the manual signature of an appropriate officer of the Agency and the seal of the Agency to be imprinted hereon all as of the loth day of December, 1982. [SEAL] !/Chairman Treasurer EXHIBIT B PALM DESERT REDEVELOPMENT AGENCY NOTICE INVITING BIDS ON $1,500,000 PALM DESERT REDEVELOPMENT AGENCY SUBORDINATED TAX ALLOCATION PROMISSORY NOTE NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of a Subordinated Tax Allocation Promissory Note of the Palm Desert Redevelopment Agency, in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), will be received by the Agency at the place and up to the time specified: TIME: December 9, 1982 10:00 A.M. PLACE: Office of the City Clerk of the City of Palm Desert 45-275 Prickly Pear Lane Palm Desert, California 92260 Opening of Bids: The bids will be received at the above time and place, will be opened by the Executive Director or Bond Counsel to the Agency, or both, and will be presented to the Agency at its meeting to be held later that day. Offering.: A Subordinated Tax Allocation Promissory Note of the Agency in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), dated December 10, 1982, and maturing on December 10, 1984, is being offered WLS80-12B by the Agency. Description of the Note: The Note shall be issued in the form of a fully registered note. Interest: The Note shall bear interest from December 10, 1982, at a rate or rates to be fixed upon the sale thereof, payable semiannually on June loth and December loth in each year, commencing June 10, 1983. Payments: The Note and the interest thereon are payable in lawful money of the United States of America by check or draft mailed by the Treasurer of the Agency to the registered owner. Redemption of the Note Prior to Maturity: The Note or any portion of the principal thereof may be redeemed by the Agency at any time prior to maturity. In the event the Agency shall redeem the Note prior to maturity, the Agency shall pay the principal of the Note plus accrued interest to the date of redemption. In the event the Agency shall redeem only a portion of the principal of the Note, the Noteholder shall exchange the Note for another Note of the Agency in a principal amount equal to the unredeemed principal and in all other respects in the form of the Note. Purpose of Issue: The Note is to be issued by the Agency under and pursuant to the Community Redevelopment Law, California Health and Safety Code Sections 33000, et seq., for the corporate purposes of the Agency to aid in the financing of the redevelopment of a Project Area of the -2- WLS80-13B Agency. Security: The Note is payable, both as to principal and interest, solely from Surplus Tax Revenues, as defined in the Resolution of the Agency authorizing the issuance and providing for the sale of the Note. The Note is not an obligation of the City of Palm Desert, the State of California or any of its political subdivisions. Payment of the principal of and interest on the Note is subject to the prior lien of the Palm Desert Redevelopment Agency, Project Area No. 1, As Amended, Tax Allocation Bonds, as authorized by Resolution No. 154, as amended, of the Agency. Award: The Note shall be sold for cash only. All bids must be for the Note hereby offered for sale and each bid shall state that the bidder offers the purchase price, which shall be not less than the One Million Five Hundred Thousand Dollars ($1,500,000) principal amount of the Note, and the interest rate, at which the bidder offers to buy the Note. Highest Bidder: The Note shall be awarded to the highest responsible bidder considering the interest rate specified. The highest bid shall be determined by the total amount of interest which the Agency would be required to pay from the date of the Note to the maturity date thereof at the rate specified in the bid, and the award shall be made on the basis of the lowest total interest cost to the Agency. -3- WLS80-14B Right of Rejection: The Agency reserves the right, in its discretion, to reject any and all bids and, to the extent not prohibited by law, to waive any irregularity or informality in any bid. Prompt Award: The Agency shall take action awarding the Note or rejecting all bids not later than twenty-six (26) hours after the time herein prescribed for the receipt of bids; provided that the award may be made after the expiration of the specified time if the bidder shall not have given to the Agency notice in writing of the withdrawal of such bid. Delivery and Payment: Delivery of the Note shall be made to the successful bidder on or prior to December 10, 1982, at the Office of the Treasurer of the Agency, 45-275 Prickly Pear Lane, Palm Desert, California, or at such other place as may be agreed upon by the successful bidder and the officer of the Agency making delivery. Payment for the Note must be made by a federal funds wire on December 10, 1982, to a financial institution designated by the Agency. Such prompt delivery time is of the essence of the contract to be made hereunder for the sale of the Note. Form of Bid: Each bid must be in a sealed envelope, addressed to the Agency with the envelope and bid clearly marked "Bid for Palm Desert Redevelopment Agency, Subordinated Tax Allocation Promissory Note". Each bid must be unconditional -4- • WLS80-15B and in accordance with the terms and conditions set forth herein, or permitted herein, and must be submitted on, or in substantial accordance with, bid forms provided by the Agency. Change in Tax Exempt Status: At any time before the Note is tendered for delivery, the successful bidder may disaffirm and withdraw the bid if the interest received by private holders from a note or bonds of the same type and character as the Note offered hereby shall be declared to be taxable income under present Federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable by the terms of any Federal income tax law enacted subsequent to the date of this notice. Offering Memorandum: The Agency shall furnish to prospective bidders upon request an Offering Memorandum regarding the Note. The successful bidder shall use its best efforts to furnish or cause to be furnished to each ultimate purchaser on resale or transfer of the Note a copy of the Offering Memorandum. At the time of delivery of the Note, the Agency shall furnish to the successful bidder a certificate to the effect that at the time of sale of the Note and at all times subsequent thereto up to and including the time of such delivery, the Offering Memorandum did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were -5- WLS8 0-16B made, not misleading. Les al Opinion: The opinion of the Bond Counsel firm of Richards, Watson, Dreyfuss & Gershon, A Professional Corporation, Los Angeles, California, approving the validity of the Note and stating that interest on the Note is exempt from income taxes of the United States of America, under present federal income tax laws, and that such interest is also exempt from personal income taxes of the State of California under present state income tax laws will be furnished the successful bidder at or prior to the time of delivery of the Note at the expense of the Agency. Information Available: Requests for copies of the Resolution authorizing the issuance and providing for the sale of the Note and the Offering Memorandum pertaining to the Note, or for other information concerning the Agency, should be addressed to Martin J. Bouman, Executive Director, Palm Desert Redevelopment Agency, 45-275 Prickly Pear Lane, Palm Desert,•California 92260, telephone (619) 346-0611. SHEILA R. GILLIGAN Secretary of the Palm Desert Redevelopment Agency -6- EXHIBIT C BID FOR THE PURCHASE OF $1,500,000 PALM DESERT REDEVELOPMENT AGENCY SUBORDINATED TAX ALLOCATION PROMISSORY NOTE Palm Desert Redevelopment Agency Palm Desert, California Pursuant to the Notice Inviting Bids hereinafter mentioned, we offer to purchase the Subordinated Tax Allocation Promissory Note of the Agency in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), particularly described in such Notice Inviting Bids, bearing interest at the following rate per annum: percent and to pay therefor the sum of One Million Five Hundred Thousand Dollars ($1.,500,000) by a federal funds wire on December 10, 1982, to a financial institution designated by the Agency. This bid is made subject to all the terms and conditions of the Notice Inviting Bids heretofore published, all of which terms and conditions are made a part hereof as fully as though set forth in full in this bid. As specified in the Notice Inviting Bids, this bid is subject to acceptance not later than twenty-six (26) hours after the expiration of the time for the receipt of bids, and to the unqualified opinion of the Bond Counsel • WLS80-88 firm of Richards, Watson, Dreyfuss & Gershon, A Professional Corporation, Los Angeles, California, approving the validity of the Note, being furnished us, if we are the successful bidder, at or prior to the time of delivery of the Note and at the expense of the Agency. OFFERING MEMORANDUM PALM DESERT REDEVELOPMENT AGENCY SUBORDINATED TAX ALLOCATION PROMISSORY NOTE Principal Amount: $1,500,000 Date of Note: December 10, 1982 Maturity Date: December 10, 1984 Interest Rate: The Note and the interest thereon is payable by check or draft mailed by the Treasurer of the Agency to the registered owner. Interest is payable semiannually on June loth and December loth. This Offering Memorandum is provided in connection with the issuance and sale of the Note and consists of the following documents which are attached hereto: 1. The Basic Legal Documents regarding the issuance and sale by the Agency of its Palm Desert Redevelopment Agency, Project Area. No. 1, As Amended, Tax Allocation Bonds. 2. The Official Statement provided by the Agency in connection with the issuance and sale of the Bonds. 3. Resolution No. of the Agency, which autho- rizes the issuance and provides for the sale of the Note. 4. A Table which sets forth the projected Surplus Tax Revenues available to the Agency for the payment of princi- pal of and interest on the Note. Payment of principal of and interest on the Note is subject to the prior lien of the Palm Desert Redevelopment Agency, Project Area No. 1, As Amended, Tax Allocation Bonds, as authorized by Resolution No. 154, as amended, of the Agency. While the Bonds are payable from tax revenues allocated to the Agency from the entire Project Area No. 1, As Amended, the Note is payable only from Surplus Tax Revenues, as that term is defined in Resolution No. , which are surplus tax revenues allocated to the Agency solely from the territory within the original Project Area No. 1. WLS81-26A . The Agency intends to use the proceeds of the Note ~1 pay for all or part of the cost of certain public improve- -nts, including the construction of curbs and gutters and the ,.astallation of landscaping along State Highway 111 in the City of Palm Desert, the construction of Alessandro Drive in the City, and the construction of a headquarters fire station adjacent to the Palm Desert Town Center. This Offering Memorandum has been prepared at the direction of the Palm Desert Redevelopment Agency to provide information in connection with the issuance and sale by the Agency of the Note. This Offering Memorandum is not to be construed as a contract or agreement with the original purchaser or any subsequent holder of the Note. Statements contained in this Offering Memorandum which involve estimates, forecasts or matters of opinion, whe- ther or not so described, are not to be regarded or construed as representations of fact. The information set forth in this Offering Memorandum is believed to be reliable but is not guaranteed as to accuracy or completeness. The legal opinion approving the validity of the Note will be furnished by the Bond Counsel firm of Richards, Watson, Dreyfuss i Gershon, A Professional Corporation, Los Angeles, California. The scope of Bond Counsels' employment in connec- tion with this Offering Memorandum has been limited to review- ing statements of law. The information set forth herein is believed to be reliable but is not guaranteed as to accuracy or completeness, and the information herein is subject o h- ithout notice. Mart" • . Bouman Executive Director of the Palm Desert Redevelopment Agency ce) co co ON -3-