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HomeMy WebLinkAbout2006-04-27 FA Regular Meeting Agenda POSTED AGENDA PALM DESERT FINANCING AUTHORITY MEETING THURSDAY, APRIL 27, 2006 CIVIC CENTER COUNCIL CHAMBERS I. CALL TO ORDER II. ROLL CALL III. CONSENT CALENDAR ALL MATTERS LISTED ON THE CONSENT CALENDAR ARE CONSIDERED TO BE ROUTINE AND WILL BE ENACTED BY ONE ROLL CALL VOTE. THERE WILL BE NO SEPARATE DISCUSSION OF THESE ITEMS UNLESS MEMBERS OF THE CITY COUNCIL OR AUDIENCE REQUEST SPECIFIC ITEMS BE REMOVED FROM THE CONSENT CALENDAR FOR SEPARATE DISCUSSION AND ACTION UNDER SECTION XI, CONSENT ITEMS HELD OVER, OF THE AGENDA. A. MINUTES of the Financing Authority Meeting of November 10, 2005. Rec: Approve as presented. IV. CONSENT ITEMS HELD OVER V. RESOLUTIONS None VI. NEW BUSINESS **NOTE: Please hold consideration of New Business Item A until after completion of Joint Financing Authority and City Council Public Hearing Items A and B.** A. REQUEST FOR APPROVAL OF ACTIONS RELATED TO THE SALE AND ISSUANCE OF TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES A (TAX-EXEMPT), AND TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES B (TAXABLE), OF THE PALM DESERT FINANCING AUTHORITY (JOINT CONSIDERATION WITH THE PALM DESERT REDEVELOPMENT AGENCY). Rec: Waive further reading and adopt: POSTED AGENDA PALM DESERT FINANCING AUTHORITY MEETING APRIL 27, 2006 1) Redevelopment Agency Resolution No. 524, approving as to form and authorizing the execution and delivery of certain documents in connection with the sale and issuance of Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A, and Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2006 Series B, of the Palm Desert Financing Authority and authorizing certain other matters relating thereto. 2) Financing Authority Resolution No. FA-51, approving as to form and authorizing the execution and delivery of certain documents in connection with the issuance, sale, and delivery of the Authority's Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A, and Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2006 Series B, appointing a trustee and escrow agent; and authorizing certain other matters relating thereto. Action: **NOTE: Please hold consideration of New Business Item B until after completion of Joint Financing Authority and City Council Public Hearing Items A and B.** B. REQUEST FOR APPROVAL OF ACTIONS RELATED TO THE SALE AND ISSUANCE OF SUBORDINATE TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 2), 2006 SERIES A, AND SUBORDINATE TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES B, OF THE PALM DESERT FINANCING AUTHORITY (JOINT CONSIDERATION WITH THE PALM DESERT REDEVELOPMENT AGENCY). Rec: Waive further reading and adopt: 1) Redevelopment Agency Resolution No. 525, approving as to form and authorizing the execution and delivery of certain documents in connection with the sale and issuance of Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A, and Subordinate Tax Allocation Capital Appreciation Bonds (Project Area No. 2), 2006 Series B, of the Palm Desert Financing Authority and authorizing certain other matters relating thereto. 2) Financing Authority Resolution No. FA-52, approving as to form and authorizing the execution and delivery of certain documents in 2 POSTED AGENDA PALM DESERT FINANCING AUTHORITY MEETING APRIL 27, 2006 connection with the issuance, sale, and delivery of the Authority's Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A, and Subordinate Tax Allocation Capital Appreciation Bonds (Project Area No. 2), 2006 Series B, appointing a trustee and escrow agent; and authorizing certain other matters relating thereto. Action: VII. CONTINUED BUSINESS None VIII. OLD BUSINESS None IX. PUBLIC HEARINGS A. REQUEST FOR APPROVAL OF ACTIONS RELATED TO THE ISSUANCE AND SALE OF TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES A (TAX-EXEMPT), AND TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES B (TAXABLE), OF THE PALM DESERT FINANCING AUTHORITY (JOINT CONSIDERATION WITH THE PALM DESERT CITY COUNCIL). Rec: 1) Open a public hearing before the City Council and Financing Authority Commission, receive public testimony, and after hearing such testimony: Waive further reading and adopt: 2) City Council Resolution No. 06-56, making findings of significant public benefit in connection with the issuance and sale of Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A (Tax-Exempt), and Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2006 Series B (Taxable), of the Palm Desert Financing Authority. 3) Financing Authority Resolution No. FA-53, acknowledging finding of significant public benefit in connection with the issuance and sale of the Authority's Tax Allocation Revenue Bonds (Project Area No. 1, As 3 POSTED AGENDA PALM DESERT FINANCING AUTHORITY MEETING APRIL 27, 2006 Amended), 2006 Series A (Tax-Exempt), and Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2006 Series B (Taxable), and approving the issuance, sale, and delivery of such bonds. Action: B. REQUEST FOR APPROVAL OF ACTIONS RELATED TO THE ISSUANCE AND SALE OF SUBORDINATE TAX ALLOCATION REVENUE REFUNDING BONDS (PROJECT AREA NO. 2), 2006 SERIES A , AND SUBORDINATE TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES B, OF THE PALM DESERT FINANCING AUTHORITY (JOINT CONSIDERATION WITH THE PALM DESERT CITY COUNCIL). Rec: 1) Open a public hearing before the City Council and Financing Authority Commission, receive public testimony, and after hearing such testimony: Waive further reading and adopt: 2) City Council Resolution No. 06-57, making findings of significant public benefit in connection with the issuance and sale of Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A, and Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B, of the Palm Desert Financing Authority. 3) Financing Authority Resolution No. FA-54, acknowledging finding of significant public benefit in connection with the issuance and sale of the Authority's Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A, and Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B, and approving the issuance, sale, and delivery of such bonds. Action: X. REPORTS, REMARKS, AND AGENCY BOARD ITEMS REQUIRING ACTION A. CHIEF ADMINISTRATIVE OFFICER 4 POSTED AGENDA PALM DESERT FINANCING AUTHORITY MEETING APRIL 27, 2006 B. AUTHORITY COUNSEL C. PRESIDENT AND MEMBERS OF THE AUTHORITY XI. ADJOURNMENT I hereby certify, under penalty of perjury under the laws of the State of California, that the foregoing agenda for the Palm Desert City Council was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this ___ day of ___, 2003. RACHELLE D. KLASSEN, CITY CLERK 5 PRELIMINARY MINUTES PALM DESERT FINANCING AUTHORITY MEETING THURSDAY, NOVEMBER 10, 2005 CIVIC CENTER COUNCIL CHAMBER I. CALL TO ORDER President Crites convened the meeting at 3:00 p.m. II. ROLL CALL Present: Commissioner Jean M. Benson Vice President Jim Ferguson Commissioner Richard S. Kelly Commissioner Robert A. Spiegel President Buford A. Crites Also Present: Carlos L. Ortega, City Manager/RDA Executive Director David J. Erwin, City Attorney (arrived at 5:00 p.m.) Robert W. Hargreaves, Deputy City Attorney (present from 3:00 p.m. - 5:00 p.m.) Sheila R. Gilligan, ACM for Community Services Homer Croy, ACM for Development Services Justin McCarthy, ACM for Redevelopment Stephen Y. Aryan, Assistant to the City Manager Rachelle D. Klassen, City Clerk Amir Hamidzadeh, Director of Building & Safety Phil Drell, Director of Community Development Paul S. Gibson, Director of Finance/City Treasurer Michael J. Errante, Director of Public Works David Yrigoyen, Director of Redevelopment & Housing Walt Holloway, Battalion Chief, Palm Desert/Riverside County Fire Dept./CDF Steve Thetford, Asst. Chief, Palm Desert Police/Riverside Co. Sheriff’s Dept. Grace L. Mendoza, Deputy City Clerk With Authority Board concurrence, President Crites adjourned the meeting to Closed Session of the City Council and Redevelopment Agency at 3:03 p.m. He reconvened the meeting at 4:00 p.m. PRELIMINARY MINUTES PALM DESERT FINANCING AUTHORITY MEETING NOVEMBER 10, 2005 2 III. CONSENT CALENDAR A. MINUTES of the Financing Authority Meeting of July 14, 2005. Rec: Approve as presented. B. REQUEST FOR APPROVAL of Successor Trustee (Contract No. C24550) (Joint Consideration with the Palm Desert City Council and the Palm Desert Redevelopment Agency). Rec: By Minute Motion, terminate the City’s trust relationship with Bank of New York and approve Wells Fargo & Company as a successor trustee for a five-year term, commencing January 1, 2006. Upon a motion by Kelly, second by Ferguson, and 5-0 vote of the Authority Board, the Consent Calendar was approved as presented. IV. CONSENT ITEMS HELD OVER None V. RESOLUTIONS None VI. NEW BUSINESS None VII. CONTINUED BUSINESS None VIII. OLD BUSINESS None IX. PUBLIC HEARINGS None PRELIMINARY MINUTES PALM DESERT FINANCING AUTHORITY MEETING NOVEMBER 10, 2005 3 X. REPORTS, REMARKS, AND AGENCY BOARD ITEMS REQUIRING ACTION A. CHIEF ADMINISTRATIVE OFFICER None B. AUTHORITY COUNSEL None C. PRESIDENT AND MEMBERS OF THE AUTHORITY None XI. ADJOURNMENT With Authority Board concurrence, President Crites adjourned the meeting at 7:12 p.m. BUFORD A. CRITES, PRESIDENT ATTEST: RACHELLE D. KLASSEN, SECRETARY PALM DESERT FINANCING AUTHORITY CITY OF PALM DESERT/PALM DESERT FINANCING AUTHORITY STAFF REPORT REQUEST: APPROVAL OF RESOLUTION NO. 06 56 OF THE CITY COUNCIL OF THE CITY OF PALM DESERT MAKING FINDINGS OF SIGNIFICANT PUBLIC BENEFIT IN CONNECTION WITH THE ISSUANCE AND SALE OF TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES A (TAX-EXEMPT), AND TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES B (TAXABLE) OF THE PALM DESERT FINANCING AUTHORITY APPROVAL OF RESOLUTION NO. FA-53 OF THE PALM DESERT FINANCING AUTHORITY ACKNOWLEDGING FINDINGS OF SIGNIFICANT PUBLIC BENEFIT IN CONNECTION WITH THE ISSUANCE AND SALE OF THE AUTHORITY'S TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES A (TAX-EXEMPT), AND TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES B (TAXABLE) OF THE PALM DESERT FINANCING AUTHORITY AND APPROVING THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS SUBMITTED BY: DAVE YRIGOYEN, DIRECTOR OF REDEVELOPMENT/HOUSING DATE: APRIL 27, 2006 CONTENTS: CITY COUNCIL RESOLUTION NO. 06- PALM DESERT FINANCING AUTHORITY RESOLUTION NO. FA - Recommendation: By Minute Motion: 1. That the City Council and Financing Authority Commission open a public hearing, receive Public Testimony, and after hearing such testimony: 2. That the City Council approve Resolution No. 06-56 , making findings of significant public benefit in connection with the issuance and sale of Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A (Tax -Exempt), and Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2006 Series B (Taxable) of the Palm Desert Financing Authority. 3. That the Palm Desert Financing Authority approve Resolution No. FA-s3 acknowledging finding of significant public benefit in connection with the issuance and sale of the Authority's Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A (Tax -Exempt) and Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2006 Series B (Taxable) and approving the issuance, sale and delivery of such bonds. G:1RDA'Arla Scott\Word Files\Staff Repts\PA1-CCPD-PDFA-Findings of Benefit.doc Staff Report Approval of Resolutions — Issuance/Sale of Tax Allocation Revenue Bonds — PA#1 Page 2 of 2 April 27, 2006 Executive Summary The attached resolutions of the City Council and the Financing Authority are preliminary steps that will further the process to issue tax-exempt and taxable refunding bonds of the Financing Authority payable from tax increment revenues from Project Area No. 1, As Amended. Discussion: State law requires that a member local agency of the Financing Authority within whose boundaries the financed improvements are to be located, hold a public hearing and make a finding of significant public benefit with respect to the improvements. State law also requires the City Council to hold a public hearing in connection with certain improvements financed with tax increment revenues of the Redevelopment Agency. There will be approximately $47 million of tax-exempt new money bonds and $25 million of taxable refunding bonds issued. The Refunding bonds will be used to convert the Series 1997 from tax- exempt to taxable bonds to remove the bond restrictions placed on Desert Willow. After the various costs of issuance there will be approximately $46 million in bond proceeds. These funds will be used for street widening throughout the project area, drainage improvements throughout the project area, the construction of the Portola & 1-10 Interchange, construction of a swimming pool and related shower and restroom facilities at the College of the Desert and other various projects. Staff is recommending that the City Council hold the public hearing, adopt its resolution making the findings, and that the Financing Authority subsequently adopt its resolution acknowledging those findings. Submitted by: ave Yri Director df, development/Housing Approval: JustinyiaCarthy, ACM Redevelopment Carlos`L. e rtega fty Manager/CAO Paul S. Gibson, Director of Finance RESOLUTION NO. 06-56 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT MAKING A FINDING OF SIGNIFICANT PUBLIC BENEFIT AND OTHER FINDINGS IN CONNECTION WITH THE ISSUANCE AND SALE BY THE PALM DESERT FINANCING AUTHORITY OF ITS TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES A, AND TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES B (TAXABLE) RECITALS: WHEREAS, the Palm Desert Financing Authority (the "Authority") has proposed to sell and issue its Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A (the "Series 2006A Bonds") and Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2006 Series B (Taxable) (the "Series 2006B Bonds," and together with the Series 2006A Bonds, the "Bonds"); and WHEREAS, proceeds of the Series 2006A Bonds are to be applied for the purpose of making a loan to the Palm Desert Redevelopment Agency (the "Agency") for the object and purpose of, among other things, assisting in the financing of certain public capital improvements of benefit to Project Area No. 1, As Amended, of the Agency (the "Project Area") including (i) the construction of on and off ramps at Portola Avenue and Interstate 10; (ii) the widening of various portions of Monterey Avenue, Portola Avenue, Country Club Drive, and various other street improvements throughout the Project Area; (iii) improvements to the frontage roads along Highway 111; (iv) a sound attenuation wall along portions of Fred Waring Drive; (v) landscape, lighting and median improvements along El Paseo; (vi) landscape improvements throughout the Project Area, (vii) a Portola Avenue Bridge over the Whitewater Channel; (viii) drainage improvements along a portion Monterey Avenue; (ix) the development of a visitors center at El Paseo and Highway 111; (x) neighborhood and arterial street utility undergroundings throughout the Project Area; (xi) a parking structure to accommodate a hotel and related development at the Desert Willow Golf Resort; (xii) a business facade enhancement grant program; and (xiii) the construction of a swimming pool and related shower and restroom facilities at the College of the Desert; and WHEREAS, proceeds of the Series 2006B Bonds are to be applied for the purpose of making a loan to the Agency for the object and purpose of, among other things, effecting the refunding of the portion of the Authority's Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), Series 1997, scheduled to mature on April 1, 2023; and P6402.1054\884008.2 Resolution No. 06- 56 WHEREAS, pursuant to Section 6586.5 of the California Government Code and after notice duly published in accordance with law, this City Council held a public hearing on this date with respect to the issuance of the proposed Bonds and received evidence concerning the public benefits therefrom; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Approval of Financing. The City Council hereby finds that the financing and refinancing of public capital improvements described above through the issuance by the Authority of the Bonds will result in significant public benefits to the constituents of the Agency and the City of Palm Desert, including demonstrable savings in effective interest rate and more efficient delivery of Agency and City services to residential and commercial development. The City Council hereby approves the issuance of the Bonds by the Authority. Section 3. Further Findings. The City Council hereby finds and determines that based upon the "Summary Report Regarding Payment by the Palm Desert Redevelopment Agency for All or a Portion of the Cost of the Installation and Construction of Certain Public Capital Improvements of Benefit to Project Area No. 1, As Amended," which Report was made available at the office of the City Clerk in connection with the public hearing described in the Recitals hereof, and other information presented to the City Council: (i) the above -described public capital improvements are of benefit to the Project Area and to the immediate neighborhood in which the project is located; (ii) the payment of funds for the cost of such public capital improvements will assist in the elimination of one or more blighting conditions inside the Project Area; (iii) the payment of funds for the cost of such improvements is consistent with the Agency's implementation plan adopted pursuant to Health and Safety Code Section 33490; and (iv) no other reasonable means of financing such improvements is available to the City. Section 4. Approval of Payment by Aaencv. The City Council hereby approves payment by the Agency for the cost of the installation and construction of the above -described improvements from tax increment revenues of the Agency from the Project Area. Section 5 Other Acts. The officers of the City 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 and any such actions previously taken by such officers are hereby ratified and confirmed. P6402.1054\884008.2 Resolution No. 06-56 Section 6. Effective Date. This Resolution shall take effect immediately upon adoption. APPROVED and ADOPTED this 27th day of April 2006 by the following vote to wit: AYES: NOES: ABSENT: ABSTAIN: Jim Ferguson, Mayor ATTEST: Rachelle D. Klassen, City Clerk P6402.1054\884008.2 RESOLUTION NO. FA- 53 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY ACKNOWLEDGING A FINDING OF SIGNIFICANT BENEFIT AND APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE AUTHORITY'S TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES A, AND TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 1, AS AMENDED), 2006 SERIES B (TAXABLE) AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO RECITALS: WHEREAS, the Palm Desert Financing Authority (the "Authority") is a joint powers authority duly organized and existing under and pursuant to Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the California Government Code (the "Act") and that certain Joint Exercise of Powers Agreement dated as of January 26, 1989, by and between the City of Palm Desert (the "City") and the Palm Desert Redevelopment Agency (the "Agency"), and is authorized pursuant to Article 4 of the Act to issue bonds for the purpose of making loans to the Agency to provide financing and refinancing for public capital improvements; and WHEREAS, the Authority desires to issue and sell its Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A (the "Series 2006A Bonds") and Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2006 Series B (Taxable) (the "Series 2006B Bonds," and together with the Series 2006A Bonds, the "Bonds") to be issued and secured pursuant to a certain Indenture (as defined below); and WHEREAS, proceeds of the Series 2006A Bonds are to be applied for the purpose of making a loan to the Agency pursuant to a certain Loan Agreement (as defined below) for the object and purpose of, among other things, assisting in the financing of certain public capital improvements of benefit to Project Area No. 1, As Amended, of the Agency; and WHEREAS, proceeds of the Series 2006B Bonds are to be applied for the purpose of making a second loan to the Agency pursuant to the Loan Agreement for the object and purpose of, among other things, effecting the refunding of the portion of the Authority's Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), Series 1997, scheduled to mature on April 1, 2023; and P6402.1054\884009.3 Resolution No. FA- 53 WHEREAS, the City Council has made a finding, after a duly noticed public hearing pursuant to Section 6586.5 of the California Government Code, that the issuance of the Bonds will result in significant public benefit; NOW, THEREFORE, THE PALM DESERT FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1.Recitals. The above recitals, and each of them, are true and correct. Section 2.Acknowledament of City Council Findings. The Authority hereby acknowledges and concurs with the City Council's finding of significant public benefit and hereby approves and authorizes the issuance and sale of the Bonds. Section 3.Issuance of Bonds: Indenture. The Indenture of Trust (the "Indenture"), proposed to be entered into by and between the Authority and the Trustee (defined in Section 3 below), in the form presented at this meeting and on file in the office of the Secretary of the Authority (the "Secretary"), is hereby approved. The issuance of the Series 2006A Bonds, in an aggregate principal amount not exceeding $55,000,000, and the issuance of the Series 2006B Bonds, in an aggregate principal amount not exceeding $30,000,000, pursuant to the Indenture are hereby approved. Subject to Section 10 below, each of the President, the Chief Administrative Officer and the Treasurer of the Authority, any deputy of such officers, and any member of the Authority Commission (each, an "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 Indenture in substantially said form, with such additions or changes 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.ADDointment of Trustee and Escrow Agent. The appointment of Wells Fargo Bank, N.A., as trustee (the "Trustee") under the Indenture and as escrow agent (the "Escrow Agent") under the Escrow Agreement described in Section 6 hereof is hereby approved. Section 5.Loan Aareement. The Project Area No. 1, As Amended Loan Agreement (the "Loan Agreement"), proposed to be entered into by and among the Agency, the Authority and the Trustee, in the form presented at this meeting and on file in the office of the Secretary, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, 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 Officer's execution and delivery thereof). Section 6.Escrow Agreement. The Escrow Agreement (Project Area No. 1, As Amended), proposed to be entered into by and among the Agency, the Authority P6402.1054\884009.3 2 Resolution No. FA- 53 and the Escrow Agent, in the form presented to this meeting and on file in the office of the Secretary, is hereby approved. Each of the Authorized Officers, 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 7. Preliminary Official Statement. The Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"), in the form presented at this meeting and on file with the Secretary, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to cause the Preliminary Official Statement in substantially said form, with such changes therein as such Authorized Officer may approve, to be deemed final for the purposes of Rule 15c2-12 of the Securities and Exchange Act of 1934. The distribution by Stone & Youngberg LLC. (the "Underwriter") of copies of the Preliminary Official Statement to potential purchasers of the Bonds is hereby approved. Section 8.Official Statement. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to cause the Preliminary Official Statement to be brought into the form of a final Official Statement (the "Official Statement"), and to execute the same for and in the name and on behalf of the Authority, with such changes therein as such Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). The distribution and use of the Official Statement by the Underwriter in connection with the sale of the Bonds are hereby approved. Section 9.Purchase Agreement. The form of the Bond Purchase Agreement as presented to this meeting by the Underwriter and the sale of the Bonds pursuant thereto upon the terms and conditions set forth therein are hereby approved. Subject to Section 10 below, each of the Authorized Officers, acting singly, is authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Purchase Agreement in substantially said form, with such changes therein as the officer executing the same may require or approve, including such matters as are authorized by Section 10 hereof (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 10. Terms of Sale of Bonds. Each of the Authorized Officers, acting singly, is hereby authorized and directed to act on behalf of the Authority to establish and determine (a) the aggregate principal amount of the Series 2006A Bonds, which amount shall not exceed $55,000,000, (b) the aggregate principal amount of the Series 2006B Bonds, which amount shall not exceed $30,000,000; (c) interest rates on the Bonds, provided that the true interest cost with respect to the Series 2006A Bonds shall not exceed 6.00 percent and the true interest cost with respect to the Series P6402.1054\884009.3 3 Resolution No. FA-5 2006B Bonds shall not exceed 7.00 percent, (d) the Underwriter's compensation (i.e., underwriter's discount) with respect to the sale of the Bonds, provided that such compensation with respect to the Series 2006A Bonds shall not exceed 1.00 percent of the aggregate principal amount of the Series 2006A Bonds, and such compensation with respect to the Series 2006B Bonds shall not exceed 1.25 percent of the aggregate principal amount of the Series 2006B Bonds, and (e) such provisions as may be required by the terms of the bond insurance, if any, or debt service reserve surety bond(s), if any, purchased in connection with the issuance of the Bonds. The authorization and powers delegated to such officer by this Section 10 shall be valid for a period of 120 days from the date of adoption of this Resolution. Section 11. Requisitions. Each of the Authorized Officers, acting singly, is hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay the costs of issuing the Bonds from the proceeds of the Bonds pursuant to the Indenture. Section 12. Other Acts. The Authorized Officers and all other officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, or otherwise to effectuate the purposes of this Resolution, the Indenture, the Loan Agreement, the Escrow Agreement, the Purchase Agreement and the Official Statement, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 13. Effective Date. This Resolution shall take effect immediately upon adoption. APPROVED AND ADOPTED this 27th day of April 2006 by the following vote to wit: AYES: NOES: ABSENT: ABSTAIN: ATTEST: Rachelle D. Klassen, Secretary P6402.1054\884009.3 Jim Ferguson, President 4 NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that the City Council of the City of Palm Desert will hold a public hearing on (i) the proposed issuance of bonds by the Palm Desert Financing Authority (the "Authority") to finance all or a portion of the cost of the installation and construction of certain public capital improvements of benefit to Project Area No. 1, As Amended (the "Project Area") of the Palm Desert Redevelopment Agency (the "Agency") which improvements are described below, and (ii) the proposed payment by the Agency of all or a portion of the cost of the installation and construction of such public capital improvements. Pursuant to a loan agreement between the Authority and the Agency, taxes ("tax increment revenues") allocated to the Agency from the Project Area pursuant to California Health and Safety Code Section 33670(b) will be used to pay debt service on the Authority bonds. The time, date and place of the hearing shall be as follows: TIME: 4:00 p.m. DATE: April 27, 2006 PLACE: Palm Desert City Hall Council Chambers 73-510 Fred Waring Drive Palm Desert, California 92260 The proposed Authority bonds will finance all or a portion of the cost of the following: (i) the construction of on and off ramps at Portola Avenue and Interstate 10; (ii) the widening of various portions of Monterey Avenue, Portola Avenue, Country Club Drive, and various other street improvements throughout the Project Area; (iii) improvements to the frontage roads along Highway 111; (iv) a sound attenuation wall along portions of Fred Waring Drive; (v) landscape, lighting and median improvements along El Paseo; (vi) landscape improvements throughout the Project Area, (vii) a Portola Avenue Bridge over the Whitewater Channel; (viii) drainage improvements along a portion Monterey Avenue; (ix) the development of a visitors center at El Paseo and Highway 111; (x) neighborhood and arterial street utility undergroundings throughout the Project Area; (xi) a parking structure to accommodate a hotel and related development at the Desert Willow Golf Resort; (xii) a business facade enhancement grant program; and (xiii) the construction of a swimming pool and related shower and restroom facilities at the College of the Desert. A summary report prepared pursuant to California Health and Safety Code Section 33679 is available to the public for inspection and copying, at a cost not to exceed the cost of duplication, at the office of the City Clerk of the City of Palm Desert, 73-510 Fred Waring Drive, Palm Desert, California 92260. Such report includes all of the following: (i) an estimate of the amount of tax increment revenues allocated to P6402/0001 /884645v3.doc Legal Notice - PH 04/27/06 Page 1 of 1 Martinez, Gloria From: Moeller, Charlene [CMOELLER©palmspri.gannett.com] Sent: Tuesday, April 11, 2006 9:04 AM To: Martinez, Gloria Subject: RE: Legal Notice - PH 04/27/06 Ads recieved and will publish on date(s) requested. Charhne 1oeffer Public Notice Customer Service Wm. (760) 778-4578, Fax (760) 778-4731 My hours are Mon -Fri 8:00-5:00 pm. Desert Sun legals@thedesertsun.com c Desert cPost `Gi eek& dpwlegals@thedesertsun.com The Valley's #1 Source in News & Advertising! Original Message From: gmartinez@ci.palm-desert.ca.us [mailto:gmartinez@ci.palm-desert.ca.us] Sent: Tuesday, April 11, 2006 8:58 AM To: charlene.moeller@desertsun.com Cc: Tho-Urano@rwglaw.com; gmendoza@ci.palm-desert.ca.us Subject: Legal Notice - PH 04/27/06 PLEASE PUBLISH THE FOLLOWING: PUBLIC HEARING NOTICE Notice of Public Hearing - Proposed Issuance of Bonds by the PD Financing Authority to Finance all or a Portion of the Cost of the Acquisition of Certain Land... of Benefit to Project Area Nos. 1 and 2. TWO TIMES IN THE DESERT SUN Thursday, April 13, 2006 and Thursday, April 20, 2006 «PA#1 - 2006 - Notice of Public Hearing.DOC» «PA#2 - 2006 - Notice of Public Hearing.DOC» Thank you, Charlene!!! M. Gloria Martinez gcords Technician City of (Pa(m Desert 73-510 Fred Waring Drive Palm Desert, California 92260 (760) 346-0611 Ext. 354 gmartinez@ci.palm-desert.ca.us 4/11/2006 NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that the City Council of the City of Palm Desert will hold a public hearing on (i) the proposed issuance of bonds by the Palm Desert Financing Authority (the "Authority") to finance all or a portion of the cost of the acquisition of certain land and the installation and construction of certain public capital improvements of benefit to Project Area No. 2 (the "Project Area") of the Palm Desert Redevelopment Agency (the "Agency") which land and improvements are described below, and (ii) the proposed payment by the Agency of all or a portion of the value of the land for and the cost of the installation and construction of such public capital improvements. Pursuant to a loan agreement between the Authority and the Agency, taxes ("tax increment revenues") allocated to the Agency from the Project Area pursuant to California Health and Safety Code Section 33670(b) will be used to pay debt service on the Authority bonds. The time, date and place of the hearing shall be as follows: TIME: 4:00 p.m. DATE: . April27 2006: PLACE: Palm Desert City Hall Council Chambers 73-510 Fred Waring Drive Palm Desert, California 92260 The proposed Authority bonds will finance all or a portion of the cost of the following: (i) the widening of portions of Gerald Ford Drive and Monterey Avenue; (ii) the installation of a drainage facility at Portola Avenue and Frank Sinatra Drive; (iii) arterial street utility undergroundings throughout the Project Area; (iv) improvements to the on and off ramps at Monterey Avenue and Interstate 10; (v) the construction of on and off ramps at Portola Avenue and Interstate 10; (vi) the installation of Freedom Park at Country Club Drive and Liberty Avenue; (vii) the acquisition of open space for recreational purposes; (viii) a parking structure to accommodate a hotel and related development at the Desert Willow Golf Resort; and (ix) landscape improvements throughout the Project Area. A summary report prepared pursuant to California Health & Safety Code Section 33679 is available to the public for inspection and copying, at a cost not to exceed the cost of duplication, at the office of the City Clerk of the City of Palm Desert, 73-510 Fred Waring Drive, Palm Desert, California 92260. Such report includes all of the following: (i) an estimate of the amount of tax increment revenues allocated to the Agency which the Agency proposes to use to pay for the acquisition of the above -described land and the installation and construction of the above -described public capital improvements, including interest payments; P6402/0001 /884646v3.doc Legal Notice - PH 04/27/06 Page 1 of 1 Martinez, Gloria From: Moeller, Charlene [CMOELLER@palmspri.gannett.com] Sent: Tuesday, April 11, 2006 9:04 AM To: Martinez, Gloria Subject: RE: Legal Notice - PH 04/27/06 Ads recieved and will publish on date(s) requested. Cfiar1 ne ktoefer 2'u6Cic Notice Customer Service fir. (760) 778-4578, Fax (760) 778-4731 My hours are Mon -Fri 8:00-5:00 pm. Desert Sun legals@thedesertsun.com aZ Desert Post Wee dpwlegals@thedesertsun.com The Valley's #1 Source in News & Advertising! Original Message From: gmartinez@ci.palm-desert.ca.us [mailto:gmartinez@ci.palm-desert.ca.us] Sent: Tuesday, April 11, 2006 8:58 AM To: charlene.moeller@desertsun.com Cc: Tho-Urano@rwglaw.com; gmendoza@ci.palm-desert.ca.us Subject: Legal Notice - PH 04/27/06 PLEASE PUBLISH THE FOLLOWING: PUBLIC HEARING NOTICE Notice of Public Hearing - Proposed Issuance of Bonds by the PD Financing Authority to Finance all or a Portion of the Cost of the Acquisition of Certain Land... of Benefit to Project Area Nos. 1 and 2. TWO TIMES IN THE DESERT SUN Thursday, April 13, 2006 and Thursday, April 20, 2006 «PA#1 - 2006 - Notice of Public Hearing.DOC» «PA#2 - 2006 - Notice of Public Hearing.DOC» Thank you, Charlene!!! M. cforia 91artinez Wecords Technician City of Tabu Desert 73-510 Fred Waring Drive Palm Desert, California 92260 (760) 346-0611 Ext. 354 gmartinez@ci.palm-desert.ca.us 4/11/2006 CITY OF PALM DESERT/PALM DESERT FINANCING AUTHORITY STAFF REPORT REQUEST: APPROVAL OF RESOLUTION NO. 06-s7 OF THE CITY COUNCIL OF THE CITY OF PALM DESERT MAKING FINDINGS OF SIGNIFICANT PUBLIC BENEFIT IN CONNECTION WITH THE ISSUANCE AND SALE OF SUBORDINATE TAX ALLOCATION REVENUE REFUNDING BONDS (PROJECT AREA NO. 2), 2006 SERIES A, AND SUBORDINATE TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES B OF THE PALM DESERT FINANCING AUTHORITY APPROVAL OF RESOLUTION NO. FA-54 OF THE PALM DESERT FINANCING AUTHORITY ACKNOWLEDGING FINDINGS OF SIGNIFICANT PUBLIC BENEFIT IN CONNECTION WITH THE ISSUANCE AND SALE OF THE AUTHORITY'S SUBORDINATE TAX ALLOCATION REVENUE REFUNDING BONDS (PROJECT AREA NO. 2), 2006 SERIES A, AND SUBORDINATE TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES B OF THE PALM DESERT FINANCING AUTHORITY AND APPROVING THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS SUBMITTED BY: DAVE YRIGOYEN, DIRECTOR OF REDEVELOPMENT/HOUSING DATE: APRIL 27, 2006 CONTENTS: CITY COUNCIL RESOLUTION NO. 06-57 PALM DESERT FINANCING AUTHORITY RESOLUTION NO. FA - Recommendation: By Minute Motion: 1. That the City Council and Financing Authority Commission open a public hearing, receive Public Testimony, and after hearing such testimony: 2. That the City Council approve Resolution No. 06-57 , making findings of significant public benefit in connection with the issuance and sale of Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A, and Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B of the Palm Desert Financing Authority. G:\RDA\Arla Scott\Word Files\Staff Repts\PA2-CCPD-PDFA-Findings of Benefit.doc Staff Report Approval of Council and PDFA Resolutions — PA#2 Tax Alloc. Revenue Refunding Bonds Page 2 of 2 April 27, 2006 3. That the Palm Desert Financing Authority approve Resolution No. FA-54 , acknowledging finding of significant public benefit in connection with the issuance and sale of the Authority's Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A and Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B and approving the issuance, sale and delivery of such bonds. Executive Summary The attached resolutions of the City Council and the Financing Authority are preliminary steps that will further the process to issue tax-exempt and taxable refunding bonds of the Financing Authority payable from tax increment revenues from Project Area No. 2. Discussion: State law requires that a member local agency of the Financing Authority within whose boundaries the financed improvements are to be located, hold a public hearing and make a finding of significant public benefit with respect to the improvements. State law also requires the City Council to hold a public hearing in connection with certain improvements financed with tax increment revenues of the Redevelopment Agency. There will be approximately $39 million of current interest bonds and approximately $30.6 million of capital appreciation bonds issued (CABS) as well. After various costs of issuance, we will receive approximately $66 million in bond proceeds. These funds will be used for land acquisition, parking structures, widening of streets throughout the project area, parks, drainage facilities throughout the project area, arterial street undergroundings, and various other projects. Staff is recommending that the City Council hold the public hearing, adopt its resolution making the findings, and that the Financing Authority subsequently adopt its resolution acknowledging those findings. Submitted by: `Dave Yrigo/en Director of Revelopment/Housing DY:AKS:mh Approval: gtritin McC�arthy,'ACM Redevelopment Carlos L. Ortegatity Manager/CAO Paul S. Gibson, Director of Finance G:\RDA\Arla Scott\Word Files\Staff Repts\PA2-CCPD-PDFA-Findings of Benefit.doc RESOLUTION NO. 06-57 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT MAKING A FINDING OF SIGNIFICANT PUBLIC BENEFIT AND OTHER FINDINGS IN CONNECTION WITH THE ISSUANCE AND SALE BY THE PALM DESERT FINANCING AUTHORITY OF ITS SUBORDINATE TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 2), 2006 SERIES A, AND SUBORDINATE TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES B RECITALS: WHEREAS, the Palm Desert Financing Authority (the "Authority") has proposed to sell and issue its Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A (the "Series 2006A Bonds") and Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B (the "Series 2006B Bonds," and together with the Series 2006A Bonds, the "Bonds"); and WHEREAS, proceeds of the Bonds are to be applied for the purpose of making two loans to the Palm Desert Redevelopment Agency (the "Agency") for the object and purpose of, among other things, assisting in (i) effecting a refunding of all of the Authority's remaining outstanding Tax Allocation Revenue Bonds (Project Area No. 2), Series 1995, and (ii) the financing of certain public capital improvements of benefit to Project Area No. 2, of the Agency (the "Project Area"), including : (A) the widening of portions of Gerald Ford Drive and Monterey Avenue; (B) the installation of a drainage facility at Portola Avenue and Frank Sinatra Drive; (C) arterial street utility undergroundings throughout the Project Area; (D) improvements to the on and off ramps at Monterey Avenue and Interstate 10; (E) the construction of on and off ramps at Portola Avenue and Interstate 10; (F) the installation of Freedom Park at Country Club Drive and Liberty Avenue; (G) the acquisition of open space for recreational purposes; (H) a parking structure to accommodate a hotel and related development at the Desert Willow Golf Resort; and (1) landscape improvements throughout the Project Area; and WHEREAS, pursuant to Section 6586.5 of the California Government Code and Section 33679 of the California Health and Safety Code and after notice duly published in accordance with law, this City Council held a public hearing on this date with respect to the issuance of the proposed Bonds and received evidence concerning the public benefits therefrom; and WHEREAS, there has been made available in the office of the City Clerk for two weeks prior to such public hearing for public inspection and copying, at a cost not to exceed the cost of duplication, a summary report which includes all of the P6402.1055\884011.2 1 Resolution No. 06- following: (i) estimates of the amount of such taxes allocated to the Agency from the Project Area proposed to be used to pay for the installation and construction of such public capital improvements, including interest payments; (ii) facts supporting the determinations required to be made by the City Council pursuant to California Health and Safety Code Section 33445; and (iii) the redevelopment purpose for which such taxes are being used to pay for the installation and construction. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Approval of Financing. The City Council hereby finds that the financing and refinancing of public capital improvements described above through the issuance by the Authority of the Bonds will result in significant public benefits to the constituents of the Agency and the City of Palm Desert, including demonstrable savings in effective interest rate and more efficient delivery of Agency and City services to residential and commercial development. The City Council hereby approves the issuance of the Bonds by the Authority. Section 3. Further Findinas. The City Council hereby finds and determines that based upon the "Summary Report Regarding Payment by the Palm Desert Redevelopment Agency for All or A Portion of the Cost of Land for Open Space and the Installation and Construction of Certain Other Public Capital Improvements of Benefit to Project Area No. 2," which Report was made available at the office of the City Clerk in connection with the public hearing described in the Recitals hereof, and other information presented to the City Council: (i) the above -described public capital improvements are of benefit to the Project Area and to the immediate neighborhood in which the project is located; (ii) the payment of funds for the cost of such public capital improvements will assist in the elimination of one or more blighting conditions inside the Project Area; (iii) the payment of funds for the cost of such improvements is consistent with the Agency's implementation plan adopted pursuant to Health and Safety Code Section 33490; and (iv) no other reasonable means of financing such improvements is available to the City. Section 4. Approval of Payment by Aaencv. The City Council hereby approves payment by the Agency for the cost of the installation and construction of the above -described improvements from tax increment revenues of the Agency from the Project Area. Section 5. Other Acts. The officers of the City 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 and any such actions previously taken by such officers P6402.1055\884011.2 Resolution No. 06-52_ are hereby ratified and confirmed. Section 6. Effective Date. This Resolution shall take effect immediately upon adoption. vote to wit: APPROVED and ADOPTED this 27th day of April 2006 by the following AYES: NOES: ABSENT: ABSTAIN: ATTEST: Rachelle D. Klassen, City ClerkK Jim Ferguson, Mayor P6402.1055\884011.2 RESOLUTION NO. FA-54 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY ACKNOWLEDGING A FINDING OF SIGNIFICANT BENEFIT AND APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE AUTHORITY'S SUBORDINATE TAX ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO. 2), 2006 SERIES A, AND SUBORDINATE TAX ALLOCATION REVENUE CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES B, AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO RECITALS: WHEREAS, the Palm Desert Financing Authority (the "Authority") is a joint powers authority duly organized and existing under and pursuant to Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the California Government Code (the "Act") and that certain Joint Exercise of Powers Agreement dated as of January 26, 1989, by and between the City of Palm Desert (the "City") and the Palm Desert Redevelopment Agency (the "Agency"), and is authorized pursuant to Article 4 of the Act to issue bonds for the purpose of making loans to the Agency to provide financing and refinancing for public capital improvements; and WHEREAS, the Authority desires to issue and sell its Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A (the "Series 2006A Bonds") and Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B (the "Series 2006B Bonds," and together with the Series 2006A Bonds, the "Bonds") to be issued and secured pursuant to a certain Indenture (as defined below); and WHEREAS, proceeds of the Bonds are to be applied for the purpose of making two loans to the Agency pursuant to a certain Loan Agreement (as defined below) 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 all of the Authority's remaining outstanding Tax Allocation Revenue Bonds (Project Area No. 2), Series 1995; and WHEREAS, the City Council has made a finding, after a duly noticed public hearing pursuant to Section 6586.5 of the California Government Code, that the issuance of the Bonds will result in significant public benefit; P6402.1055\884013.2 1 Resolution No. FA-54 NOW, THEREFORE, THE PALM DESERT FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1.Recitals. The above recitals, and each of them, are true and correct. Section 2.Acknowledament of City Council Findings. The Authority hereby acknowledges and concurs with the City Council's finding of significant public benefit and hereby approves and authorizes the issuance and sale of the Bonds. Section 3.Issuance of Bonds: Indenture. The Indenture of Trust (the "Indenture"), proposed to be entered into by and between the Authority and the Trustee (defined in Section 3 below), in the form presented at this meeting and on file in the office of the Secretary of the Authority (the "Secretary"), is hereby approved. The issuance of the Series 2006A Bonds, in an aggregate principal amount not exceeding $45,000,000, and the issuance of the Series 2006B Bonds, in an aggregate initial principal amount not exceeding $35,000,000, pursuant to the Indenture are hereby approved. Subject to Section 10 below, each of the President, the Chief Administrative Officer and the Treasurer of the Authority, any deputy of such officers, and any member of the Authority Commission (each, an "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 Indenture in substantially said form, with such additions or changes 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.A000intment of Trustee and Escrow Agent. The appointment of Wells Fargo Bank, N.A., as trustee (the "Trustee") under the Indenture and as escrow agent (the "Escrow Agent") under the Escrow Agreement described in Section 6 hereof is hereby approved. Section 5.Loan Agreement. The Project Area No. 2 Loan Agreement (the "Loan Agreement"), proposed to be entered into by and among the Agency, the Authority and the Trustee, in the form presented at this meeting and on file in the office of the Secretary, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, 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 Officer's execution and delivery thereof). Section 6. Escrow Agreement. The Escrow Agreement (Project Area No. 2) (the "Escrow Agreement"), 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 of the Authorized Officers, 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 P6402.1055\884013.2 2 Resolution No. FA- t 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 7. Preliminary Official Statement. The Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"), in the form presented at this meeting and on file with the Secretary, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to cause the Preliminary Official Statement in substantially said form, with such changes therein as such Authorized Officer may approve, to be deemed final for the purposes of Rule 15c2-12 of the Securities and Exchange Act of 1934. The distribution by Citigroup Global Markets Inc. (the "Underwriter") of copies of the Preliminary Official Statement to potential purchasers of the Bonds is hereby approved. Section 8.Official Statement. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to cause the Preliminary Official Statement to be brought into the form of a final Official Statement (the "Official Statement"), and to execute the same for and in the name and on behalf of the Authority, with such changes therein as such Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). The distribution and use of the Official Statement by the Underwriter in connection with the sale of the Bonds are hereby approved. Section 9.Purchase Agreement. The form of the Bond Purchase Agreement as presented to this meeting by the Underwriter and the sale of the Bonds pursuant thereto upon the terms and conditions set forth therein are hereby approved. Subject to Section 10 below, each of the Authorized Officers, acting singly, is authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Purchase Agreement in substantially said form, with such changes therein as the officer executing the same may require or approve, including such matters as are authorized by Section 10 hereof (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 10. Terms of Sale of Bonds. Each of the Authorized Officers, acting singly, is hereby authorized and directed to act on behalf of the Authority to establish and determine (a) the aggregate principal amount of the Series 2006A Bonds, which amount shall not exceed $45,000,000, (b) the aggregate initial principal amount of the Series 2006B Bonds, which amount shall not exceed $35,000,000; (c) interest rates on the Bonds, provided that the true interest cost with respect to the Series 2006A Bonds shall not exceed 6.00 percent and the true interest cost with respect to the Series 2006B Bonds shall not exceed 6.00 percent, (d) the Underwriter's compensation (i.e., underwriter's discount) with respect to the sale of the Bonds, provided that such compensation with respect to the Series 2006A Bonds shall not exceed 1.00 percent of the aggregate principal amount of the Series 2006A Bonds, and such compensation P6402.1055\884013.2 3 Resolution No. FA-j with respect to the Series 2006B Bonds shall not exceed 1.25 percent of the aggregate initial principal amount of the Series 2006B Bonds, and (e) such provisions as may be required by the terms of the bond insurance, if any, or debt service reserve surety bond(s), if any, purchased in connection with the issuance of the Bonds. The authorization and powers delegated to such officer by this Section 10 shall be valid for a period of 120 days from the date of adoption of this Resolution. Section 11. Other Acts. The Authorized Officers and all other officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, or otherwise to effectuate the purposes of this Resolution, the Indenture, the Loan Agreement, the Escrow Agreement, the Purchase Agreement and the Official Statement, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 12. Effective Date. This Resolution shall take effect immediately upon adoption. APPROVED AND ADOPTED this 27th day of April 2006 by the following vote to wit: AYES: NOES: ABSENT: ABSTAIN: ATTEST: Rachelle D. Klassen, Secretary Jim Ferguson, President P6402.1055\884013.2 4