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Home My WebLink AboutRDA RES 528� RESOLUTION NO. 528 A RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY APPROVING AS TO FORM AND AUTHORIZING THE EXECUTiON AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE SALE AND ISSUANCE BY THE PALM DESERT FINANCING AUTHORITY OF TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 2), 2006 SERIES A, TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES B, TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 2), 2006 SERIES C, AND SUBORDINATE TAX ALLOCATION REVENUE CAPlTAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES D, AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO RECITALS: WHEREAS, the Palm Desert Financing Authority (the "Authority") has determined to sell and issue four series of bonds: (i) Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A(the "Series 2006A Bonds"}, (ii) Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B(the ,,,,�, "Series 2006B Bonds"), (iii) Tax Allocation Revenue Bonds (Project Area No. 2), 2006 Series C(the "Series 2006C Bonds,„ and collectively with the Series 2006A Bonds and the Series 2006B Bonds, the "Senior Bonds"}, and (iii) Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series D(tF�e "Subordinate Bonds," and together with the Senior Bonds, the �Bonds"); and WHEREAS, proceeds of the Bonds are to be applied for the purpose of making four loans (the "Loans") to the Palm Desert Redevelopment Agency (the "Agency") pursuant to two loan agreements for the object and purpose of, among other things, (i) assisting in the financing of certain public capital improvements of benefit to Project Area No. 2 of the Agency, and (ii) effecting a refunding of all of the Authority's remaining outstanding Tax Allocation Revenue Bonds (Project Area No. 2), Series 1995; and WHEREAS, it is the intent of the Agency that this Resolution shall supersede Resolution No. 525, adopted on April 27, 2006, in its entirety; NOW, THEREFORE, THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FO�.LOWS: correct. Section 1. Recitals. The above recitals, and each of them, are true and Section 2. Senior Loan Agreement. The Project Area No. 2 Loan Agreement (2006 Senior Loans) (the "Senior Loan Agreement"), proposed to be entered into by and among the Authority, the Agency and Wells Fargo Bank, National Association, as trustee (the "Trustee"), in the form presented at this meeting and on file P6402.1055\892572.1 RESOLUTION NO. 528 with the Secretary of the Agency (the "Secretary") is hereby approved. Each of the Chairman and the Executive Director, or either of them, or their designee (each, an "Authorized Officer"), is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Senior Loan Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 3. Subordinate Loan Aqreement. The Project Area No. 2 Loan Agreement (2006 Subordinate Loan) (the "Subordinate Loan Agreement"), proposed to be entered into by and among the Authority, the Agency and the Trustee, in the form presented at this meeting and on file with the Secretary is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Subordinate Loan Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof) Section 4. Escrow Aqreement. The Escrow Agreement (Project Area No. 2), proposed to be entered into by and among the Agency, the Authority and the Escrow Agent, in the form presented to this meeting and on file in the office of the Secretary, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Escrow Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such officer's execution and delivery thereof). Section 5. Continuinq Disclosure Aqreement. The Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"), proposed to be entered into by and among the Agency, the Trustee and MuniFinancial, Inc., as Dissemination Agent, in the form presented at this meeting and on file in the office of the Secretary, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may approve (such approvaf to be conclusively evidenced by such officer's execution and delivery thereof). Section 6. Purchase Aqreement. The Bond Purchase Agreement (the "Purchase AgreemenY'} proposed to be entered into by the Authority, the Agency and Citigroup Global Markets Inc. (the "Underwriter"), in the form presented at this meeting and on file with the Secretary, and the sale of the Bonds pursuant thereto upon the terms and conditions set forth therein, are hereby approved. Subject to the limitations imposed by the Authority by its Resolution relating to the issuance and sale of the Bonds, each Authorized Officer, acting singly, is authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve (such approval to be conclusively evidenced by his execution and delivery thereof). P6402.10551892572. l 2 RESOLUTION NO. 528 ,..4, Section 7. ReQuisitions. Each Authorized Officer, the Treasurer or any deputy of such officers, acting singly, is hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay costs relating to the incurrence of the Loans and the issuance of the Bonds from the proceeds of the Bonds pursuant to the Senior Loan Agreement and the Subordinate Loan Agreement. Section 8. Resolution No. 525 Superseded. Upon adoption, this Resolution shall supersede Resolution No. 525 in its entirety. Section 9. Other Acts. The Authorized Officers and all other officers of the Agency are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to effectuate the purposes of this Resolution, the Senior Loan Agreement, the Subordinate Loan Agreement, the Escrow Agreement, the Continuing Disclosure Agreement and the Purchase Agreement, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 10. Effective Date. This Resolution shall take effect immediately upon adoption. APPROVED and ADOPTED this 8th day of June 2006 by the following vote to wit: � AYES: NOES: ABSENT: ABSTAIN ATTEST: BENSON, CRITES, KELLY, SPIEGEL, and FERGUSON NONE NONE NONE � � � ' �._ -.� '��1�,. -- -. ; . - .- P6402.1055\892572.1