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HomeMy WebLinkAboutRDA RES 534RESOLUTION NO. 534 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 THE AUTHORITY'S TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2007 SERIES A, AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO RECITALS: WHEREAS, the Palm Desert Financing Authority (the "Authority") has determined to sell and issue its Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2007 Series A(the "Bonds"); and WHEREAS, the proceeds of the Bonds will be applied to make a loan (the "Loan") to the Palm Desert Redevelopment Agency (the "Agency") pursuant to a certain Loan Agreement (as defined below); and WHEREAS, a portion of the proceeds of the Loan, together with other available funds, will be used to effect the refunding of the Authority's Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), Series 1997, scheduled to mature on April 1, 2008 and thereafter through April 1, 2018; and WHEREAS, a portion of the proceeds of the Loan also will be used to provide additional financing for certain public capital improvements of benefit to Project Area No. 1, As Amended, of the Agency; NOW, THEREFORE, THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Loan Aqreement. The Project Area No. 1, As Amended, Loan Agreement (the "Loan AgreemenY'), proposed to be entered into by and among the Authority, the Agency and Wells Fargo Bank, N.A., as trustee (the "Trustee"), in the form presented and on file 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 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). P6402-1058\92199Iv3.doc RESOLUTION NO. 534 Section 3. Escrow Ac,�reement. The Escrow Agreement (Project Area No. 1, As Amended), proposed to be entered into by and among the Agency, the Authority and the Escrow Agent, in the form presented 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 4. Continuing Disclosure Aqreement. The Continuing Disclosure Agreement (the "Continuing Disclosure AgreemenY'), proposed to be entered into by and among the Agency, the Trustee and MuniFinancial, Inc., as Dissemination Agent, in the form presented 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 approval to be conclusively evidenced by such officer's execution and delivery thereof). Section 5. Purchase Aqreement. The Bond Purchase Agreement (the "Purchase AgreemenY') proposed to be entered into by the Authority, the Agency and Stone & Youngberg LLC (the "Underwriter"), in the form presented 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). Section 6. Requisitions. Each Authorized Officer, 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 Loan and the issuance of the Bonds from the proceeds of the Bonds pursuant to the Loan Agreement. Section 7. 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 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. P6402-1058\921991 v3.doc RESOLUTION NO. 534 Section 8. Effective Date. This Resolution shall take effect immediately upon adoption. APPROVED and ADOPTED this 16th day of November 2006 by following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: BENSON, KELLY, SPIEGEL, and FERGUSON NONE NONE NONE � JIM F ATTEST: HELLE D. KL SS , SECRETARY� PALM DESERT REDEVELOPMENT AGENCY P6402-1058\921991v3.doc � N, ,CHAIRMAN