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HomeMy WebLinkAboutRDA RES 216RESOLUTION NO. 216 A RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY APPROVING A FISCAL AGENCY AGREEMENT AND PROVIDING FOR CERTAIN ADDITIONAL DETAILS WITH RESPECT TO ITS PROJECT AREA NO. 1, AS AMENDED (ADDED TERRITORY ONLY), TAX ALLOCA- TION BONDS, SERIES 1988 THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. Except as otherwise specifically set forth in this Resolution, all terms used in this Resolution shall have the meanings set forth in Resolution No. 211 of the Palm Desert Redevelopment Agency, unless the context requires otherwise. Section 2. The form of the Fiscal Agency Agreement, attached hereto as Exhibit A, is hereby approved, and the Executive Director of the Agency is hereby authorized and directed to execute the Fiscal Agency Agreement for and on behalf of the Agency and to approve modifications thereto as recommended by the Financial Advisor or Bond Counsel, and the signature of the Executive Director thereon shall be conclusive evidence of such approval. Section 3. The Fiscal Agent shall not be required to register the transfer or exchange of any Bond between 15 days preceding any date established by the Fiscal Agent for the selection of Bonds for redemption and the date of such selection and as to any Bond selected for redemption. RESOLUTION NO. 216 Section 4. References to the Special Fund in Resolution No. 211 of the Agency shall mean the Low and Moderate Income Housing Fund established pursuant to Section 12 thereunder. Section 5. The "Bond Insurer" set forth in Section 1 of Resolution No. 211 of the Agency shall be Municipal Bond Investors Assurance Association. The Treasurer of the Agency is hereby authorized and directed to cause to be paid to the Bond Insurer from the proceeds of the Bonds the premium for the Bond Insurance described in the commitment of the Bond Insurer on file in the office of the Executive Director. Section 6. The Agency shall not amend the definition of "Permitted Investments" as set forth in Section 1 of Resolution No. 211 of the Agency without the prior written consent of the Bond Insurer. Section 7. The Agency may obtain a surety provider for the Reserve Account of the Low and Moderate Income Housing Fund only with the prior written consent of the Bond Insurer. Section 8. Notwithstanding the provisions of Paragraph E of Section 15 of Resolution No. 211 of the Agency, the surplus balance in the Low and Moderate Income Housing Fund -2- 880825 Lj A991.WLS (5) RESOLUTION NO. 216 may be used and applied by the Agency only if Tax Revenues to be received for the next Fiscal Year, based upon the most recent assessed valuation of taxable property as furnished by the appropriate officer of the County of Riverside are at least equal to 120 percent of Maximum Annual Debt Service on the Bonds, Parity Bonds and any loans, advances or indebtedness payable from the Tax Revenues. Section 9. Notwithstanding the provisions of Section 17 of Resolution No. 211 of the Agency, the Agency shall not issue Parity Bonds with a variable interest rate. ,section 10. Notwithstanding the provisions of Paragraph B of Section 17 of Resolution No. 211 of the Agency, the issuance and sale of Parity Bonds shall be subject to Tax Revenues, excluding State subventions, received or to be received by the Agency, commencing on the date of issuance of such Parity Bonds, based upon the most recent equalized roll of taxable property, being at least equal to 120 percent of the Maximum Annual Debt Service on the Bonds, Parity Bonds and any loans, advances or indebtedness payable from Tax Revenues on a parity with the Bonds. Bection 11. The failure by the Agency to pay principal or interest on the Bonds when due, or to make a mandatory sinking fund payment when due, shall be an event of -3- 880825 lj A991.WLS (5) RESOLUTION NO. 216 default, and the Bond Insurer may bring any action to remedy such default which a Registered Owner may bring pursuant to Section 24 of Resolution No. 211 of the Agency. Notwithstanding the provisions of Section 24 of Resolution No. 211 of the Agency, the prior written consent of the Bond Insurer shall be a condition precedent to any action brought by any Registered Owner to enforce any of the provisions of Resolution No. 211 or any Supplemental Resolution of the Agency. $ection 12. Notwithstanding the provisions of Section 23 of Resolution No. 211 of the Agency, whenever the consent of the Registered Owners is required for an amendment as described in such Section 23, such amendment shall also require the prior written consent of the Bond Insurer. Section 13. This Resolution shall be a Supplemental Resolution as defined and as referred to from time to time in Resolution No. 211 of the Agency. -4- 880825 lj A991.W1s (5) 1 RESOLUTION NO. 216 1988. AYES: NOES: ABSENT: PASSED, APPROVED and ADOPTED this 25th day of August, CRITES, KELLY, SNYDER, WILSON NONE BENSON ABSTAIN: NONE 41/ Secretary Sheila R. Gilligan, Secrtary -5- 880825 tj A991.WLS (5) -7 rpetson Wilson, Vice Chai RESOLUTION NO. 216 FISCAL AGENCY AGREEMENT THIS AGREEMENT is dated as of September 1, 1988 and is made by and among the Palm Desert Redevelopment Agency ("Agency" or "Issuer" herein) and Security Pacific National Bank, a national banking association (the "Bank") as Transfer Agent, Registrar and Fiscal Agent. RECITALS: A. The Issuer has duly authorized and provided for the issuance of bonds of the Issuer, designated Palm Desert Redevelopment Agency, Project Area No. 1, As Amended (Added Territory Only), Tax Allocation Bonds, Series 1988 (the "Bonds") in an aggregate principal amount of $7,800,000 to be issued as fully registered bonds without coupons; B. All things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof; C. The Issuer and the Bank wish to provide the terms under which Bank will act as Transfer Agent, Registrar and Fiscal Agent to pay the principal and interest on the Bonds, in accordance with the terms thereof; RESOLUTION NO. 216 D. The Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Transfer Agent, Registrar and Fiscal Agent for the Bonds; E. The Issuer and the Bank have duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement a valid agreement have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS TRANSFER AGENT, REGISTRAR AND FISCAL AGENT Section 1.01. Appointpent and Acceptance. The Issuer hereby appoints the Bank to act as Transfer Agent, Registrar and Fiscal Agent with respect to the Bonds, to pay to the Registered Owners of the Bonds in accordance with the terms and provisions of this Agreement and the Bond Resolution, the principal of and interest on all of any of the Bonds. As Registrar, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of the -2- 880818 jlw A992.WLS (1) RESOLUTION NO. 216 Bonds and with respect to the transfer and exchange thereof as provided herein and in the Bond Resolution. The Bank hereby accepts its appointment, and agrees to act as Transfer Agent, Registrar and Fiscal Agent. Section 1.02. Compensation. As compensation for the Bank's services hereunder, the Issuer hereby agrees to pay the Bank the fees set forth in Appendix A hereto to and including September 1, 1989, and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Fiscal Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to it becoming effective and shall be effective the day following a principal payment. In addition, the Issuer agrees to reimburse the Bank upon its request, for all reasonable and necessary out-of-pocket expenses, disbursements, and advances, including without limitation the reasonable fees, expenses, and disbursements of its agents and attorneys, made or incurred by the Bank in connection with investigating and defending itself against any claim or liability in connection with its performance hereunder, except a claim or liability arising from the negligence or willful misconduct of the Bank. -3- 880818 llr A992.&S (1) RESOLUTION NO. 216 ARTICLE TWO DEFINITION Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the contact otherwise requires: "Bank" means Security Pacific National Bank, a national banking association. "Bond Register" means the book or books of registration kept by the Bank in which are maintained the names and addresses and principal amounts registered to each Registered Owner. "Bond Resolution" means Agency Resolutions Nos. 211, 214 and 21 "Bond" or "Bonds" means any one or all of the bonds described in Paragraph A of the Recitals hereof. "Fiscal Agent" means the Bank when it is performing the function of fiscal agent. "Fiscal Year" means the fiscal year of the Issuer beginning July 1st of each year. -4- 880818 jlw A992.WLS (1) RESOLUTION NO. 216 "Issuer" means the Palm Desert Redevelopment Agency. "Issuer Request" means a written request or resolution signed in the name of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government or any entity whatsoever. "Registered Owner" means a Person in whose name a Bond is registered in the Bond Register. "Registrar" means the Bank when it is performing the function of registrar. "Stated Maturity" when used with respect to any Bond means the date specified in the Bond Resolution as the date on which the principal of such Bond is due and payable. ARTICLE THREE FISCAL AGENT Section 3.01. Duties of Fiscal Agent. As Fiscal Agent, the Bank shall pay, provided sufficient collected funds have been provided to it for such purpose by or on behalf of the Issuer, -5- 880818 jlw A992.18.S (1) RESOLUTION NO. 216 the principal of and interest on each Bond in accordance with the provisions of the Bond Resolution. Section 3.02. payment p4tes. The Issuer hereby instructs the Bank to pay the principal of and interest on the Bonds on the dates specified in the Bond Resolution. The Bonds shall bear interest at a rate or rates as set forth on Appendix B hereto. Section 3.03. Permitted Investments. Upon written direction of the Issuer, the Fiscal Agent shall invest moneys held by it in the following Permitted Investments (which, by their terms shall mature not later than the earlier of (i) the date such moneys will be needed for the purposes set forth in the Resolution, or (ii) two years): 1. Federal Securities; 2. Bonds, debentures or notes or other evidence of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations represent full faith and credit of the United States of America: Export Import Bank of the United States, Federal Financing Bank, Farmer's Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority, Government National Mortgage Association; -6- 880818 jlw A992.YLS (1) RESOLUTION NO. 216 3. Certificates of deposit properly secured at all times, by collateral security described in (1) and (2) above. Such agreements are only acceptable with commercial banks, savings and loans associations and mutual savings banks; 4. The following investments fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation: (i) certificates of deposit, (ii) savings accounts, (iii) deposit accounts, or (iv) depository receipts of banks, savings and loan associations and mutual savings banks; 5. Commercial paper rated in one of the two highest rating categories by at least two nationally recognized rating agencies or commercial paper backed by a letter of credit or line of credit rated in one of the two highest rating categories; 6. Written repurchase agreements with any bank, savings institution or trust company (not the Fiscal Agent) which is insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, or with any broker -dealer with retail customers which falls under Securities Investors Protection Corporation protection, provided that such repurchase agreements are fully secured by (1) above or obligations of any Corporation of instrumentality of the United States of America, and provided further that (i) such collateral is -7- 880818 jlw A992.YLS (1) RESOLUTION NO. 216 held by the Fiscal Agent or any agent acting solely for the Fiscal Agent during the term of such repurchase agreement, (ii) such collateral is not subject to loans or claims of third parties, (iii) such collateral has a market value (determined at least once every 14 days) at least equal to the amount invested in the repurchase agreement, (iv) the Fiscal Agent has a perfected first security interest in the collateral, (v) the agreement shall be for a term not longer than 270 days and (vi) the failure to maintain such collateral at the level required in (iii) above will require the Fiscal Agent to liquidate the collateral; 7. Money market funds rated AAA by Standard & Poor's, or taxable government money market portfolios, restricted to obligations with maturities of one year or less, issued by or guaranteed as to payment of principal and interest by, the United States of America and repurchase agreements collateralized by such obligations; and 8. The State of California, Local Agency Investment Fund but only to the extent that such moneys remain to the name and credit of the Fiscal Agent. In the absence of written investment direction from the Issuer, the Bank shall invest solely in Permitted Investments specified in No. 7, above. -8- 880818 jlw A992.WLS (1) RESOLUTION NO. 216 ARTICLE FOUR REGISTRAR Section 4.01. jnitial Delivery of Bonds. The Bonds will be initially registered and delivered to the purchaser designated by the Issuer in written instructions provided to Bank at least five business days prior to the date of initial delivery. Section 4.02. Duties of Registrar. The Bank shall provide for the proper registration of transfer, exchange and replacement of the Bonds. Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by a national or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Registered Owner thereof or the attorney of the Registered Owner duly authorized in writing. The Bank may request any supporting documentation it deems necessary or appropriate to effect a reregistration. Section 4.03. Unauthentjcated Bonds. The Issuer shall provide to the Bank, on a continuing basis, an adequate inventory of unauthenticated Bonds to facilitate transfers. The Bank -9- 880818 Jlw A992.h&S (1) RESOLUTION NO. 216 covenants that it will maintain such unauthenticated Bonds in safekeeping. Section 4.04. for of Bond Register. The Bank as Registrar will maintain the records of the Bond Registrar in accordance with the Bank's general practices and procedures in effect from time to time. Section 4.05. Reports. The Issuer may inspect the information in the Bond Register at any time the Bank is customarily open for business, provided that reasonable prior notice is provided to Bank. The Bank will not release or disclose the content of the Bond Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena or court order or as may otherwise be required by law. Upon receipt of a subpoena or court order the Bank will notify the Issuer immediately by telephone, and in writing, so that the Issuer may contest the subpoena or court order. Section 4.06. Cancelled Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, -10- 880618 jlw A992.YLS (1) RESOLUTION NO. 216 if not already cancelled, shall be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All cancelled Bonds held by the Bank shall be destroyed and evidence of such destruction furnished to the Issuer. ARTICLE FIVE THE BANK Section 5.01. Duties of Ban)(. The Bank undertakes to perform the duties set forth herein and in the Bond Resolution. No implied duties or obligations shall be read into this Agreement against the Bank. The Bank hereby agrees to use the funds deposited with it for payment of the principal of and interest on the Bonds to pay the Bonds as the same shall become due and further agrees to establish and maintain such accounts and funds as established in the Bond Resolution or as may be required for the Bank to function as Fiscal Agent. Section 5.02. Reliance on Documents. Etc. A. The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. -11- 880818 Jlw A992.1LS (1) RESOLUTION NO. 216 B. The Bank shall not be liable for any error of judgment made in good faith. The Bank shall not be liable for other than its negligence or willful misconduct in connection with any act or omission hereunder. The Bank shall incur no liability to the Agency or any other person for its failure to provide written notice as specified in Section 25 C of Resolution No. 211 of the Agency. C. No provision of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. D. The Bank may rely or be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Bank need not examine the ownership of any Bond, but is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer or power of transfer which appears on its face to be -12- 880818 jlw A992.415 (1) RESOLUTION NO. 216 signed by the Registered Owner or agent of the Registered Owner, provided that the Bank has discharged its duty of inquiry, if any, established by law with respect to any adverse claim against such Bonds. E. The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and reliance thereon. The Issuer agrees to pay the fees and expenses of such counsel in connection herewith. F. The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys. Section 5.03. Recitals of Issuer. The recitals contained in the Bond Resolution and the Bonds shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. Section 5.04. nv Own ponds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Transfer Agent, Registrar and Fiscal Agent for the Bonds. -13- 880818 jlw A992.14.S (1) RESOLUTION NO. 216 Section 5.05. Money Held by Bank. Money held by the Bank hereunder need not be segregated from other funds. The Bank shall have no duties with respect to investment of funds deposited with it and shall be under no obligation to pay interest on any money received by it hereunder. Any money deposited with or otherwise held by the Bank for the payment of interest on any Bond and remaining unclaimed for six years shall be paid to the Issuer. Any monies so deposited representing principal which remains unclaimed shall be paid over to the Issuer six years after the stated maturity date of the bond. The Issuer and the Bank agree that the Registered Owner of such Bond shall thereafter look only to the Issuer for payment thereof, and that all liability of the Bank with respect to such monies shall thereupon cease. Section 5.06. Other Transactions. The Bank may engage in or be interested in any financial or other transaction with the Issuer, provided that if the Bank determines that any such relation is in conflict with its duties under this Agreement, it shall eliminate the conflict or resign as Transfer Agent, Registrar and Fiscal Agent, as provided in the Bond Resolution. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in a court of competent jurisdiction. The Issuer and the Bank waive -14- 880818 jibe A992.6LS (1) RESOLUTION NO. 216 personal service of any process and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file an action in interpleader in any court of competent jurisdiction to determine the rights of any person claiming any interest herein. Section 5.08. Indemnification. The Issuer shall indemnify the Bank, its officers, directors, employees, and agents ("Indemnified Parties") for, and hold them harmless against any loss, liability or expense arising out of or in connection with the Bank's acceptance or administration of the Bank's duties hereunder, except any loss, liability or expense as may be adjudged by a court of competent jurisdiction to be attributable to the Bank's negligence or willful misconduct, including the costs and expenses (including its counsel fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement or discharge of the Bonds. -15- 880618 jlr A992.1OLS (1) RESOLUTION NO. 216 ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by any party without the prior written consent of the others. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other address as may have been given by one party to the other by 15 days written notice. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. ,successors and Assians. All covenants and agreements herein by the Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. -16- 880818 j l w A992.I11.S (1) RESOLTJTION NO. 216 Section 6.06. Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be effected or impaired. Section 6.07. $enefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Transfer Agent, Registrar and Fiscal Agent. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Term and Termination. This Agreement shall be effective from and after its date and until the Bank resigns or is removed in accordance with the Bond Resolution; provided, however, that no such termination shall be effective until a successor has been appointed and has accepted the duties of the Bank hereunder. The Bank may resign at any time by giving -17- 880818 jlw A992.NLS (1) RESOLUTION NO. 216 written notice thereof to the Issuer. If the Bank shall resign, be removed or become incapable of acting, the Issuer shall promptly appoint a successor thereto. If an instrument of acceptance by a successor shall not have been delivered to the Bank within 30 days after the Bank gives notice or resignation, the Bank may petition any court of competent Jurisdiction for the appointment of a successor. In the event of resignation or removal of the Bank hereunder, upon the request of the Issuer and upon payment of the amounts owing to the Bank hereunder the Bank shall deliver to the Issuer of its designee all funds and Bonds, and all books and records pertaining to the Bank's role as Fiscal Agent an Registrar with respect to the Bonds, including, but not limited to, the Bond Register. The provisions of Section 1.02 and Section 5.08 hereof shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of California. Section 6.12. Documents to be filed with Bank. At the closing and delivery of the Bonds, the Issuer shall file with the Bank the following documents: (i) a certified copy of the Bond Resolution and a specimen of the Bonds; (ii) a copy of the opinion of bond counsel. -18- 880818 jib. A992.11ILS (1) RESOLUTION NO. 216 Section 6.13. Valuation of Investments. Notwithstanding the provisions of Section 16 of Resolution No. 211 of the Agency, the Agency shall be responsible to value investments at the then estimated or appraised market value or redemption value of such investment, whichever is less. Section 6.14. Fiscal Agent. Notwithstanding the provisions of Section 20 of Resolution No. 211 of the Agency, the Fiscal Agent shall not be required to obtain written authorization of the Agency before employing any attorneys, agents or employees and its failure to do so shall not relieve the Agency of its obligations pursuant to such Section 20 to pay the Fiscal Agent such reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in an about the administration and performance of the Fiscal Agent's duties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PALM DESERT REDEVELOPMENT AGENCY By: Title: [Signatures continued] -19- 880818 jlw A992.N&S (1) RESOLUTION NO. 216 SECURITY PACIFIC NATIONAL BANK, as Fiscal Agent/Registrar By: Title: Address: Corporate Trust Division (W24-30) 333 South Beaudry Avenue 24th Floor Los Angeles, California 90017 Ref. No.: 11-7- -20- 88a818 jtw A992.WLS (1)