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HomeMy WebLinkAboutRDA RES 197RESOLUTION NO. 197 RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY AMENDING RESOLUTIONS NOS. 184 AND 185 OF THE AGENCY AND TAKING FURTHER ACTIONS IN CONNECTION WITH AUTHORIZING THE ISSUANCE AND PROVIDING FOR THE SALE OF ITS TAX ALLOCATION REFUNDING BONDS THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. Paragraphs F, G and L of Section 1 of Agency Resolution No. 184 are hereby amended to read as follows: "F. 'Bond Insurance' means the Municipal Bond New Issue Insurance Policy issued by the Bond Insurer guaranteeing payments of principal and interest on the Bonds. "G. 'Bond Insurer' means Financial Guaranty Insurance Company, doing business in the State of California as FGIC Insurance Company, or any successor thereto. "L. 'Federal Securities' means dir= of the United States of America and securities unconditionally guaranteed as to the timely payment of principal and interest by the United States of America." Section 2. Paragraph AG is hereby added to Section 1 of Agency Resolution No. 184 to read as follows: "AG. 'Permitted Investments' means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein: (i) Federal Securities; (ii) Obligations of the Federal Home Loan Mortgage Corporation; (iii) Federal National Mortgage Assc.:_._ mortgage -backed securities or senior obligations; (iv) Certificates of deposit, time deposits or bankers' acceptancs :f any bank which has an unsecured, unin urand unguaranteed obligation rated Prime-1 or A3 or better by Moody's Investors Service, Inc. and A-1 or A- or better by Standard & Poor's Corporation; (v) Obligations raced Aaa by Moody's Investors Service, Inc. and AAA by Standard & Poor's Corporation; (vi) Investments in a money-market or other fund rated AAm or AAm-G by Standard Corporation, the investments of which funds are exclusively in Federal Securities; a.... (vii) Deposits which are fully insured by the Federal Savings and Loan Insurance Corpora- tion or the Federal Deposit Insurance Corporation." Section 3. Paragraph 3 of Agency Resolution No. 184 is hereby amended to read as follows: -2- 851213 Ij 0386WLS 2 "B. Defeasance. Nothing in this Resolution shall preclude: (i) the payment of the Bonds, or any Series thereof, from the proceeds of refunding bonds issued pursuant to law, or (ii) the payment of the Bonds, or any Series thereof, from any legally available funds. Nothing in this Resolution shall prevent the Agency from making advances of its own funds howsoever derived to any of the uses and purposes mentioned in this Resolution. 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 Holders of the Bonds, or any Series thereof, the principal and interest to become due thereon, together with any applicable premium, 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 respon- sible 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 Bonds, or series thereof, as the case may be, the lien of this Resolution, including, without limitation, the pledge of the Tax Revenues and the other funds pledged hereunder, and all other rights granted hereby, shall thereupon cease, termi- nate and become void and be discharged and satisfied, and the Bonds, or Series thereof, as the case may be, and -3- 851213 Ij 0386WLS 2 interest increments thereon and any applicable premium on such Bonds 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, to implement any refunding of the Bonds. In such event, and upon receipt of an approving opinion of counsel, as that term is defined in Covenant 9 of Section 18, the Fiscal Agent shall cause an accounting for such period or periods as shall be requested by the Agency to be prepared and filed with the Agency, and the Fiscal Agent, upon the request of the=_3ency, shall release this Resolution as to tseries thereof, as the case may be, and execute e= ;.o the Agency all such instruments as may be desirable to evidence such release, discharge and satisfaction, and the Fiscal Agent shall pay over or deliver to the Agency all moneys or securities held by it pursuant to this Resolution as to the Bonds, or the Series thereof, as the case may be, which are not required for the payment or redemption of Bonds, or Series thereof, as the case may be, not theretofore surrendered for such payment or redemption. In case any of the Bonds are to be redeemed on any date prior to their maturity, the Agency shall give to the Fiscal Agent, in form satisfactory to it, irrevocable -4- 851213 Ij 0386WLS 2 instructions to provide notice of redemption as provided in Section 11.C. of this Resolution. In the event the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Agency shall give the Fiscal Agent in form satisfactory to it irrevocable instructions to provide notice, as soon as practicable, to the Holders of such Bonds that the deposit required is this Section 3.B has been made and that the Bonds are deemed to have been paid in accordance with this Section and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal and interest to become due on the Bonds, together with any applicable premium thereon. Neither the obligations nor moneys deposited pursuant to this Section or principal or interest payments on any such obligations nor moneys deposited pursuant to this Section nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for the payment of the principal and interest to become due on the Bonds, together with any applicable premium thereon; provided that any cash received from such principal or interest payments on such obligations, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Federal Securities maturing at times and in amount sufficient to pay when due the principal and interest to become due on such Bonds, together with any applicable premium thereon on and prior to -5- 851213 ij 0386WLS 2 such redemption date or maturity date thereof, as the case may be. Amounts paid by the Bond Insurer under the Bond Insurance Policy shall not be deemed to be amounts paid by the Agency and shall continue to be due and owing under this Resolution until paid by the Agency in accordance with the provisions hereof." Section 4. Section 10 of Agency Resolution No. 184 is hereby amended to read as follows: "Section 10. Bond Register. The Fiscal Agent shall keep or cause to be kept at its principal office in Los Angeles, California, sufficient books for the registra- tion and transfer of the Bonds, which shall at all reason- able times be open to inspection by the Agency; and upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer, or cause to be registered or transferred, on such register, the Bonds as provided above. Upon an occurrence of an event which requires the Bond Insurer to make payments under the Bond Insurance Policy, the Fiscal Agent shall provide the Bond Insurer with access to such bond register." Section 5. The last paragraph of Section 15 of Agency Resolution No. 184 is hereby amended to read as follows: "In the event that on a day five (5) days prior to any interest payment date moneys on deposit in the Bond Interest Payment Account, the Serial Bond Payment Account, -6- 851213 Ij 0386WLS 2 the Term Bond Sinking Fund Account and the Reserve Account are insufficient to pay the principal of and interest on the Bonds payable on such interest payment date, the Fiscal Agent shall provide notice thereof to the Bond Insurer in accordance with the Bond Insurance Policy. Moneys paid to the Fiscal Agent pursuant to the Bond Insurance Policy shall be used and applied by the Fiscal Agent to pay the principal of and interest on the Bonds on such interest payment date, and for no other purpose." Section 6. Section 16 of Agency Resolution No. 184 is hereby amended to read as follows: "Section 16. Deposit and Investment of Moneys in Funds. The moneys deposited into the Escrow Fund shall be invested in accordance with the Escrow Agreement. The Escrow Agreement shall permit the deposit solely of cash and direct obligations of the United States of America and shall permit substitution of such direct obligations for other direct obligations solely upon the receipt by the Escrow Bank of (i) a new verification of the sufficiency of the escrowed securities (assuming such substitution has been made) to provide for the payment of the Refunded 1982 Bonds in accordance with the terms of the escrow provisions and (ii) an opinion of counsel to the effect that such substitution shall not affect the tax-exempt status of interest on the Refunded 1982 Bonds or the Bonds. The Escrow Agreement shall also provide that while deminimus -7- 851213 Ij 0386WLS 2 amounts of cash not capable of investment in zero interest rate Federal Securities may remain uninvested, cash in the Escrow Fund may not remain uninvested for more than thirty days. Subject to the provisions of Covenant 9 of Section 18 hereof, all moneys held by the Agency in the Redevelop- ment Fund and by the Fiscal Agent in the Special Fund, shall be invested in Permitted Investments. Moneys in the Redevelopment Fund may be from time to time invested by the Agency, and moneys in the Special Fund may, and, upon written request of the Agency shall, be invested by the Fiscal Agent as provided by the Redevelopment Law, subject to the following restrictions: A. Moneys in the Redevelopment Fund shall be invested only in Permitted Investments which will by their terms mature not later than the date the Agency estimates the moneys represented by the particular investment will be needed for withdrawal from such Fund. B. Moneys in the Bond Interest Payment Account, the Serial Bond Payment Account, and the Term Bond Sinking Fund Account of the Special Fund shall be invested only in Permitted Investments which will by their terms mature on such dates as to insure that before each interest payment date there will be in such Accounts, from matured obligations and other moneys already in such Accounts, cash equal to the interest and principal payable on such date. -8- 851213 Ij 0386WLS 2 C. Moneys in the Reserve Account of the Special Fund shall be invested only in marketable Permitted Investments which will be their terms mature in not more than five (5) years, but in no event in obligations which mature after the final maturity date of the Bonds. Investments in the Reserve Account shall be valued on a quarterly basis. Obligations purchased as an investment of moneys in any of such Funds or the Accounts therein shall be deemed at all times to be a part of such Fund or Account and the interest accruing thereon and any gain realized from such investment shall be credited to such Fund or Account and any loss resulting from any such authorized investment shall be charged to such Fund or Account without liability to the Agency or the members and officers thereof or to the Fiscal Agent. The Agency or the Fiscal Agent, as the case may be, shall sell at the best price obtainable or present for redemption any obligation so purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from such Fund or Account as required by this Resolution. For the purpose of determining at any given time the balance in any such Fund or Account, any such investment constituting a part of such Fund or Account shall be valued at the then estimated or appraised market value or redemption value of such investment, whichever is less. -9- 851213 ij 0386WLS 2 Whenever reference is made to sums or moneys in a particular fund or account, or words of similar import are used, such reference shall include, without limitation, investments in such fund or account. Notwithstanding the provisions of this Section 16 to the contrary, moneys in the Redevelopment Fund may be invested by the Agency in such other investments as may be permitted by the Bond Insurer." Section 7. Covenant 6 of Section 18 of Agency Resolution No. 184 is hereby amended to read as follows: "Covenant 6. Books and Accounts; Financial Statements. The Agency covenants and agrees that it shall 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, as amended, and the Tax Revenues and other funds relating to such redevelopment, and will prepare within one hundred eighty (180) days after the close of each of its Fiscal Years a complete financial statement or statements for such year in reasonable detail covering such redevelopment, the Tax Revenues and other funds, certified by a certified public accountant or firm of certified public accountants selected by the Agency, and will furnish a copy of such statement or statements to the Bond Insurer and to any Bondholder upon written request." -10- 851213 Ij 0386WLS 2 Section 8. The second paragraph of Section 20 of Agency Resolution No. 184 is hereby amended to read as follows: "The Agency may remove the Fiscal Agent initially appointed or any successor thereto, and in such case shall forthwith appoint a successor thereto; but any successor shall be a bank or trust company doing business and having an office in Los Angeles, California, having a combined capital and surplus of at least fifty million dollars ($50,000,000). The Fiscal Agent herein appointed or any substituted Fiscal Agent may at any time resign as such by writing filed with the Agency, in which event the Agency shall forthwith appoint a substitute Fiscal Agent and the resignation shall become effective upon such appointment. In the event that the Fiscal Agent or any successor becomes incapable of acting as such, the Agency shall forthwith appoint a substitute Fiscal Agent. Any bank or trust company into which the Fiscal Agent may be merged or with which it may be consolidated shall become the Fiscal Agent without action of the Agency. The Fiscal Agent may become the owner of any of the Bonds authorized by this Resolution with the same rights it would have had if it were not a Fiscal Agent. The Agency shall provide notice to the Bond Insurer of the resignation or removal of the Fiscal Agent and of the appointment of any successor Fiscal Agent" Section 9. The first paragraph of Section 23 of -11- 851213 I 0386WLS 2 Agency Resolution No. 184 is hereby amended to read as follows: "This Resolution, and the rights and obligations of the Agency and of the holders of the Bonds issued hereunder, may be modified or amended at any time by resolution supplementing this Resolution adopted by the Agency: (i) without the consent of Bondholders, 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 the same, provided that such modifications or amendments do not adversely affect the rights of the Bondholders and such modifications or amendments are accompanied by an opinion to that effect of counsel employed by the Agency, or (ii) except as provided below, any other modification or amendment with the consent of the Bond Insurer and Bondholders holding sixty percent (60%) in aggregate principal amount of the outstanding Bonds, exclusive of Bonds, if any, owned by the Agency or the City, and obtained as hereinafter set forth; provided, however, that no such modification or amendment shall, without the express consent of the Holder of the Bond affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, extend its maturity or the times for paying interest thereon, or the terms or conditions for the -12- 851213 Ij 0386WLS 2 redemption thereof from the Term Bond Sinking Fund Account, change the monetary medium in which principal and interest is payable, or reduced the percentage of consent required for amendment or modification." Section 10. Section 27 is hereby added to Agency Resolution No. 184 to read as follows: "Section 27. Miscellaneous Provisions Relating to Bond Insurer. The Agency hereby covenants and agrees that no variable rate obligations may be issued under this Resolution without the prior written consent of the Bond Insurer. Any notice required to be provided hereunder to the Bond Insurer shall be addressed as follows: Financial Guaranty Insurance Company, 175 Water Street, New York, New York 10038, Attention: President." Section 11. Paragraph C of Section 3 of Agency Resolution No. 185 is hereby amended to read as follows: "C. An amount, which when added to the moneys remaining in the Special Fund created by Agency Resolution No. 154, as amended, and taking into account the interest earnings on that sum, will be sufficient to pay the principal of and interest on the Refunded 1982 Bonds as the same become due and payable. Notwithstanding the provisions of this Paragraph C and Paragraph B, above, the moneys remaining in such Special Fund may be transferred to the Reserve Account and used to pay costs of issuance in -13- 851213 Ij 0386WLS 2 connection with the Bonds and a sum sufficient to redeem the Refunded 1982 Bonds shall be deposited into the Escrow Fund." Section 12. Section 7 of Agency Resolution No. 185 is hereby amended to read as follows: "Section 7. Escrow Fund. The moneys in the Escrow Fund shall be used by the Escrow Bank to pay the principal of and interest on the Refunded 1982 Bonds as the same become due and payable, and to discharge and satisfy the lien of Agency Resolution No. 154, as amended, and the pledge of the Tax Revenues (as defined therein) thereunder. Any moneys remaining in the Escrow Fund after the accomplishment of the purposes thereof shall be transferred to the Special Fund. If for any reason the moneys in the Escrow Fund are insufficient to accomplish the purposes thereof, the Agency shall deposit into the Escrow Fund the amount of any deficiency from any legal available moneys of the Agency." Section 13. City National Bank, the Fiscal Agent in connection with the Refunded 1982 Bonds, is hereby notified that pursuant to Section 3.B of Agency Resolution No. 154, as amended, the Agency has made provision to pay upon maturity the Holders of the Refunded 1982 Bonds, the principal and interest to become due thereon through setting aside in the Escrow Fund created pursuant to Agency Resolutions Nos. 184 185, as amended, Federal Securities, the principal of and interest on which when due will be sufficient therefor, and lien of Resolution No. 154, as amended, including, without -14- 851213 I 0386WLS 2 to and the limitation, the pledge of the Tax Revenues and the other funds pledged thereunder, and all other rights granted thereby, shall cease, terminate and become void and be discharged and satis- fied, and the Refunded 1982 Bonds, and interest increments thereon shall no longer be deemed to be outstanding and unpaid. City National Bank is hereby directed to prepare an accounting of all moneys held by it under and pursuant to Resolution No. 154, as amended, from September 8, 1982 to December 19, 1985, and further to release Resolution No. 154, as amended, as to the Refunded 1982 Bonds and execute and deliver to the Agency all such instruments as may be desirable to evidence such release, discharge and satisfaction, and the Fiscal Agent shall pay over and deliver to Security Pacific National Bank on behalf of the Agency all moneys or securities held by it pursu- ant to Resolution No. 154, as amended, as to the Refunded 1982 Bonds, which were not required for the payment or redemption of -15- 851213 ij 0386WLS 2 the Refunded 1982 Bonds, not therefore surrendered for such payment or redemption. of [SEAL] PASSED, APPROVED AND ADOPTED this 12th day December ATTEST: , 1985. AYES: NOES: ABSENT: ABSTAIN: BENSON, JACKSON, SNYDER, WILSON AND KELLY NONE NONE NONE Chairman Secreta'x -16- 851213 Ij 0386WLS 2