HomeMy WebLinkAboutSR - Sale & Issuance of Subordinate Tax Allocation/Res 525/Res FA-52/PA2 Loan AgmntPALM DESERT REDEVELOPMENT AGENCY/PALM DESERT FINANCING
AUTHORITY
STAFF REPORT
REQUEST: APPROVAL OF RESOLUTION NO. 525 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 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 AND AUTHORIZING CERTAIN OTHER MATTERS
RELATING THERETO
APPROVAL OF RESOLUTION NO. FA-52 OF THE PALM DESERT
FINANCING AUTHORITY 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, APPOINTING A
TRUSTEE, AND ESCROW AGENT; AND AUTHORIZING CERTAIN
OTHER MATTERS RELATING THERETO
SUBMITTED BY: DAVE YRIGOYEN, DIRECTOR OF REDEVELOPMENT/HOUSING
DATE: APRIL 27, 2006
CONTENTS: PALM DESERT REDEVELOPMENT AGENCY RESOLUTION NO.
PALM DESERT FINANCING AUTHORITY RESOLUTION FA -
LOAN AGREEMENT
CONTINUING DISCLOSURE AGREEMENT
BOND PURCHASE AGREEMENT
ESCROW DEPOSIT AND TRUST AGREEMENT
INDENTURE
OFFICIAL STATEMENT (PRELIMINARY)
Recommendation:
By Minute Motion:
That the Palm Desert Redevelopment Agency approve 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.
Staff Report
Approval of Agency/PDFA Resolutions — PA#2 Subordinate Tax Allocation Refunding
Revenue Bonds 2006 Series A
Page 2 of 4
April 27, 2006
2. That the Palm Desert Financing Authority approve Resolution FA- 52 ,
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 Capital
Appreciation Bonds (Project Area No. 2), 2006 Series B, appointing a
trustee, and escrow agent; and authorizing certain other matters relating
thereto.
Executive Summary:
The attached resolutions of the Redevelopment Agency and the Financing Authority will allow staff
to take the necessary steps to issue tax exempt refunding and capital appreciation bonds in Project
Area No. 2.
Discussion:
There is an opportunity that currently exists to refund the Project Area No. 2, Series 1995 bonds,
issued in the original principal amount of $4,090,000. The current interest rate environment gives us
the ability to refinance the 1995 bond issue and generate approximately$300,000 net present value
savings, while achieving annual debt service savings.
There is going to be approximately $39 million of current interest bonds and approximately $30.6
million of capital appreciation bonds issued as well. After various costs of issuance, the total
amount of new money that we will receive from issuance of the bonds will be approximately $66
million
Staff is utilizing the following financing team:
Citigroup Corporate and Investment Banking - Underwriters, Los Angeles, CA
Richards, Watson & Gershon -Bond Counsel, Los Angeles, CA
Jones Hall, A Professional Law Corporation, - Disclosure Counsel, San Francisco, CA
Kenneth L. Dieker, D.B.A. Del Rio Advisors, LLC - Financial Advisor, Modesto, CA
MuniFinancial, Inc. - Dissemination Agent, Temecula, CA
SUMMARY OF DOCUMENTS TO BE APPROVED:
Indenture of Trust
The indenture is an agreement to be signed by the Authority and the Trustee after the bonds have
been priced and sold to the underwriter, but prior to the closing. The indenture sets forth all of the
terms and conditions of the bond issue (e.g., principal amounts, maturity and redemption schedules,
payment, registration and transfer provisions and the form of the bonds), the covenants and other
obligations of the Authority to the bondholders, and the role and the duties of the Trustee. As
presented to the Authority Commission, the Indenture is in substantially final form, except for final
dollar amounts (to be added after the bonds have been priced and sold) and except for the addition
of provisions relating to bond insurance (depending on which bond insurance company is to be
involved).
GARDMArla Scott\Word Files\Staff Repts\PA2-PDRA-PDFA-SalelssuAppt.doc
Staff Report
Approval of Agency/PDFA Resolutions — PA#2 Subordinate Tax Allocation Refunding
Revenue Bonds 2006 Series A
Page 3 of 4
April 27, 2006
Loan Aareement
This is an agreement between the Authority, the Trustee and the Agency. Pursuant to the Loan
Agreement, the Authority agrees to lend the Agency funds that would be used by the Agency to
refund the 1995 bonds, and fund capital projects for benefit to Project Area No. 2. The Agency
agrees to pay the entire debt service cost of the new bonds to the Authority, in order forthe Authority
to make the debt service payments.
Bond Purchase Aareement
This is an agreement between the Authority, the Agency and the underwriters for the purchase and
sale of the bonds. Pursuant to the Purchase Contract, the underwriters agree to purchase the
Authority bonds at specified prices and interest rates, subject to the receipt of certain opinions,
certificates and other conditions. The Purchase Contract will be presented to the appropriate
officers of the Authority and Agency for approval and execution as soon as the underwriter has
completed the process of offering and then pricing the issue in the market.
Official Statement
As presented to the Authority Commission, an Official Statement for Project Area No. 2, has been
prepared in preliminary form by the underwriter's counsel, and is substantially complete, except for
pricing information and the addition of language describing bond insurance, and a rating of the
issue. The preliminary Official Statement is designed to provide all material information to investors
with respect to the terms and the security of the bond issue. It includes a full description of the legal
and financial aspects, as well as the various legal documents in regard to the bond issue. The
preliminary Official Statement also includes information regarding the Authority, the Agency, and the
redevelopment project area. The preliminary Official Statement will be utilized by the underwriters in
their efforts to market the bonds to the public. When the bonds have been priced and the Purchase
Agreement has been signed, the Official Statement will be completed in final form and will be
distributed by the Underwriters to the individuals and institutions that purchased the bonds.
Continuina Disclosure Aareement
The Continuing Disclosure Agreement is between the Agency, the Trustee and the Dissemination
Agent. This agreement directs the Agency to provide an annual report to the Dissemination Agent.
The Annual Report contains the Agency's audited financial statements and other pertinent financial
information on the Agency. The Annual Report is sent to state and national repositories so that this
information is available to the bondholders. This mechanism is used to keep bondholders informed
on an annual basis of the financial status of the Agency.
Escrow Deposit and Trust Aareement
The Escrow Deposit and Trust Agreement is an agreement between the Agency, the Authority and
the Trustee. This agreement covers provisions for the selection of the bonds from the 1995 issue to
be refunded. The agreement also covers provisions for the funds to be deposited from the new
issue to cover the refunding, and the verification from a Certified Public Accountant that the funds
placed in escrow are sufficient to cover the refunding. The agreement also governs the investment
and reinvestment of the funds in escrow.
G:\RDA\Arla ScotMord Files\Staff Repts\PA2-PDRA-PDFA-SalelssuAppt.doc
Staff Report
Approval of Agency/PDFA Resolutions — PA#2 Subordinate Tax Allocation Refunding
Revenue Bonds 2006 Series A
Page 4 of 4
April 27, 2006
The above -mentioned documents are in preliminary stages, and the resolutions allow for staff to
make the necessary changes in order to finalize and execute the documents. Staff is recommending
that the Redevelopment Agency and the Financing Authority approve their respective resolutions
authorizing the sale and issuance of the said bonds, and approving certain documents.
Submitted By:
Dave Yri9oy6
Director of velopment/Housing
DY:AKS:mh
Approval:
tin McCarthy, ACM Redeve pm nt
Carlos L. Ortega, ecutive DirectorICAO
G:1RDA\Arla Scott\Word Files\Staff Repts\PA2-PDRA-PDFA-SalelssuAppt.doc
Paul S. Gibson, Director of Finance
RESOLUTION NO. 525
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 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") has
determined 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 (the "Loans") to the Palm Desert Redevelopment Agency (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
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 Aareement. The Project Area No. 2 Loan Agreement (the
"Loan Agreement"), 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 at
this meeting 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
P6402.1055\884015.2
Resolution No. 525
Section 3. the same may approve (such approval to be conclusively
evidenced by such Authorized Officer's execution and delivery thereof).
Section 4. Escrow Aareement. 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 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 5. Continuina Disclosure Aareement. 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 of the Authorized Officers, 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 6. Purchase Aareement. The Bond Purchase Agreement (the
"Purchase Agreement") 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 of the Authorized Officers, 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 7. Reauisitions. Each of the Authorized 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 Loan Agreement.
Section 8. 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
P6402.1055\884015.2
Resolution No. 525
Purchase Agreement, and any such actions previously taken by such officers are
hereby ratified and confirmed.
Section 9. 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, Chairman
ATTEST:
Rachelle D. Klassen, Secretary
P6402.1055\884015.2
RESOLUTION NO. FA- 52
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
RESOLUTION NO. FA-.i?_
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 Citv Council Findinas. 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.Apaointment of Trustee and Escrow Aaent. 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 51oan Aareement. 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 Aareement. 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-„s?
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 Aareement. 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-52__
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:
Jim Ferguson, President
ATTEST:
Rachelle D. Klassen, Secretary
P6402.1055\884013.2 q
Proiect Area No. 2 Loan Aereement
with reference to
$ $
Palm Desert Financing Authority Palm Desert Financing Authority
Subordinate Tax Allocation Subordinate Tax Allocation Revenue
Refunding Revenue Bonds Capital Appreciation Bonds
(Project Area No. 2j (Project Area No. 2)
2006 Series A 2006 Series B
P6402.1055\872538.6 RWG DRAFT: 4/14/2006
TABLE OF CONTENTS
ARTICLE I DEFINITIONS ............................................................
Section 1.1. Definitions ...........................................................
Section 1.2. Rules of Construction ..........................................
�
Pa�e
..................... 2
..................... 2
..................... 5
ARTICLE II THE LOANS; APPLICATION OF LOAN PROCEEDS; PARITY DEBT ....... 5
Section 2.1. Authorization ............................................................................................... 5
Section 2.2. Disbursement and Application of Loan Proceeds ........................................ 6
Section 2.3. Repayment of Loans .................................................................................... 6
Section 2.4. Optional Prepayment ................................................................................... 7
Section 2.5. Reserve Fund ............................................................................................... 8
Section 2.6. Costs of Issuance Fund ................................................................................ 9
Section2.7. Project Fund ................................................................................................. 9
Section2.8. Parity Debt .................................................................................................10
Section 2.9. Prohibition on Additional Senior Debt ......................................................11
Section 2.10. Issuance of Subordinate Debt ..................................................................11
Section 2.11. Validity of Loans .....................................................................................11
ARTICLE III PLEDGE AND APPLICATION OF SUBORDINATE TAX REVENUES.....11
Section 3.1. Pledge of Subordinate Tax Revenues ........................................................11
Section 3.2. Special Fund; Deposit of Subordinate Tax Revenues ...............................11
Section 3.3. Transfer of Subordinate Tax Revenues From Special Fund ...................... l l
Section 3.4. Investment of Moneys; Valuation of Investments ..................................... 12
ARTICLE N OTHER COVENANTS OF THE AGENCY ....................................................12
Section 4.1. Punctual Payrnent; Extension of Payxnents ...............................................12
Section 4.2. Limitation on Additional Indebtedness .....................................................13
Section 4.3. Payment of Claims .....................................................................................13
Section 4.4. Books and Accounts; Financial Statements ...............................................13
Section 4.5. Protection of Security and Rights ..............................................................13
Section 4.6. Payments of Taxes and Other Charges ......................................................13
Section 4.7. Taxation of Leased Property ......................................................................14
Section 4.8. Disposition of Property ..............................................................................14
Section 4.9. Maintenance of Tax Revenues ...................................................................14
Section 4.10. Payment of Expenses; Indemnification ...................................................14
Section 4.11. Tax Covenants .........................................................................................15
Section 4.12. Redevelopment of Project Area ...............................................................16
Section 4.13. Low and Moderate Income Housing Fund ..............................................16
Section 4.14. Annual Review of Tax Revenues ............................................................16
Section 4.15. Further Assurances ..................................................................................16
ARTICLE V EVENTS OF DEFAULT AND REMEDIES ...............
Section 5.1. Events of Default and Acceleration of Maturities
Section 5.2. Application of Funds Upon Default .....................
Section 53. No Waiver .............................................................
Section 5.4. Agreement to Pay Attorneys' Fees and Expenses.
Section 5.5. Remedies Not Exclusive .......................................
Section 5.6. Control of Remedies by Insurer ............................
..................................16
..................................16
..................................17
..................................18
..................................1 S
..................................18
..................................19
i
P6402.1055\872538.6
ARTICLE VI MISCELLANEOUS ..........................................................................................19
Section 6.1. Benefits Limited to Parties ........................................................................19
Section 6.2. Successor is Deemed Included in All References to Predecessor .............19
Section 6.3. Discharge of Loan Agreement ...................................................................19
Section6.4. Amendment ............................................................................................... 20
Section 6.5. Waiver of Personal Liability ...................................................................... 20
Section 6.6. Payment on Business Days ........................................................................ 20
Section6.7. Notices ....................................................................................................... 20
Section6.9. Surety Bond ...............................................................................................20
Section 6.8. Partial Invalidity ........................................................................................ 20
Section 6.10. Article and Section Headings and References .........................................20
Section 6.11. Execution of Counterparts ....................................................................... 21
Section 6.12. Governing Law ........................................................................................ 21
Section 6.13. The Trustee .............................................................................................. 21
EXHIBIT A— Schedule of Series 2006A Loan Payments
EXHIBIT B— Schedule of Series 2006B Loan Payments
ii
P6402.1055\872538.6
PROJECT AREA NO. 2 LOAN AGREEMENT
This Project Area No. 2 Loan Agreement (this "Loan Agreement") is made and entered
into as of May 1, 2006, by and among the Palm Desert Redevelopment Agency, a public body, corporate
and politic, duly organized and validly existing under the laws of the State of California (the "Agency"),
the Palm Desert Financing Authority, a joint powers authority duly organized and validly existing under
the laws of the State of California (the "Authority"), and Wells Fargo Bank, N.A., a national banking
association duly organized and validly existing under the laws of the United States of America (the
"Trustee").
Recitals
A. The Agency is a redevelopment agency, a public body, corporate and politic,
duly created, established and authorized to transact business and exercise its powers, all under and
pursuant to the Redevelopment Law, and the powers of the Agency include the power to borrow money
for any of its corporate purposes.
B. A Redevelopment Plan for Project Area No. 2 of the Agency (the "Project Area")
has been duly approved and adopted by the City.
C. The Agency has deternuned to incur two loans (the "Loans") hereunder for the
obj ect and purpose of assisting in the financing and refinancing of public capital improvements and
redevelopment activities for the benefit of the Project Area, pursuant to the Redevelopment Law and the
Marks-Roos Local Bond Pooling Act of 1985, Article 4, Chapter 5, Division 7, Title 1 of the Government
Code of the State of California (the "Bond Law").
D. Concurrently with the execution and delivery of this Loan Agreement, the
Authority has issued its Subordinate Tax Allocation Refunding Revenue Bonds (Proj ect Area No. 2),
2006 Series A, in the principal amount of $ and its Subordinate Tax Allocation Revenue
Capital Appreciation Bonds (Project Area No. 2), 2006 Series B, in the initial principal amount of
$ (together, the "Bonds") and pursuant to the Bond Law and an Indenture of Trust, dated as of
May 1, 2006 (the "Indenture"), by and between the Authority and the Trustee, for the purpose of
providing funds to make the Loans to the Agency
E. The Agency and the Authority have found and deternuned that there will be
significant public benefits accruing from such borrowing, consisting of demonstrable savings in effective
interest rates and financing costs associated with the issuance of the Bonds pursuant to the Bond Law.
F. The Agency and the Authority have determined that a11 acts and proceedings
required by law necessary to make this Loan Agreement, when executed by the Agency, the Authority
and Trustee, the valid, binding and legal obligation of the Agency and the Authority, and to constitute this
Loan Agreement a valid and binding agreement for the uses and purposes herein set forth in accordance
with its tertns, have been done and taken, and the execution and delivery of this Loan Agreement have
been in all respects duly authorized.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the parties hereto do hereby agree as follows:
P6402.1055\872538.6 1
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. Unless the context clearly requires or unless otherwise defined
herein, the capitalized terms in this Loan Agreement shall have the respective meanings which such terms
are given in the Indenture. In addition, the following terms defined in this Section 1.1 shall, for all
purposes of this Loan Agreement, have the respective meanings herein specified.
"Additional Revenues" means, as of the date of calculation, the amount of Tax Revenues
which, as shown in the Report of an Independent Redevelopment Consultant, are estimated to be
receivable by the Agency within the Fiscal Year following the Fiscal Year in which such calculation is
made as a result of increases in the assessed valuation of taxable property in the Project Area due to either
(i) construction which has been completed but which is not then reflected on the tax rolls, or (ii) transfer
of ownership or any other interest in real property which has been recorded but which is not then reflected
on the tax rolls. For purposes of this definition, the term "increases in the assessed valuation" means the
amount by which the assessed valuation of taxable property in the Project Area is estimated to increase
above the assessed valuation of taxable property in the Project Area (as reported by an appropriate official
of the County) as of the date on which such calculation is made.
"Bonds" means the Series 2006A Bonds and the Series 2006B Bonds.
"Costs of Issuance" means all expenses incurred in connection with the authorization,
issuance, sale and delivery of the Bonds and the making of the Loans pursuant to this Loan Agreement,
including but not limited to all compensation, fees and expenses (including but not limited to fees and
expenses for legal counsel) of the Authority and any trustee, compensation to any financial advisors or
underwriters and their counsel, legal fees and expenses, filing and recording costs, rating agency fees,
credit enhancement fees (including insurance, surety bonds and letters of credit), costs of preparation and
reproduction of documents and costs of printing.
"Costs of Issuance Fund" means the fund by that name described in Section 2.6.
"Escrow Fund" means the fund by that name established under the Escrow Agreement
(Project Area No. 2), dated as of even date herewith, by and among the Authority, the Agency and Wells
Fargo Bank, N.A., as escrow agent, relating to the refunding of the Authority's remaining outstanding
Tax Allocation Revenue Bonds (Project Area No. 2) Series 1995.
`Bvent of Default" means any of the events described in Section 5.1.
"Indenture" means the Indenture of Trust, dated as of May 1, 2006, by and between the
Authority and the Trustee, authorizing the issuance of the Bonds, as originally executed or as it may from
time to time be supplemented, modified or amended.
"Indenendent Redevelonment Consultant" means any consultant or firm of such
consultants appointed by or acceptable to the Agency, and who, or each of whom: (i) is judged by the
Agency to have experience in matters relating to the collection of Tax Revenues or otherwise with respect
to the financing of redevelopment projects; (ii) is in fact independent and not under the domination of the
Agency; (iii) does not have any substantial interest, direct or indirect, with the Agency, other than as
original purchaser of any obligations of the Agency; and (iv) is not connected with the Agency as an
officer or employee of the Agency, but who may be regularly retained to make reports to the Agency.
P6402.1055\872538.6 2
"Loans" means the Series 2006A Loan and the Series 2006B Loan.
"Loan Aereement" means this Proj ect Area No. 2 Loan Agreement, as may from time to
time be amended, modified or supplemented.
"Maximum Annual Debt Service" means, as of the date of calculation, the largest amount
obtained by totaling, for the current or any future Bond Year, the sum of (i) the amount of interest payable
on the Loans and all outstanding Parity Debt in such Bond Year, assuming that principal thereof is paid as
scheduled and that any mandatory sinking fund payments are made as scheduled, and (ii) the amount of
principal payable on the Loans and all outstanding Parity Debt in such Bond Year, including any principal
required to be prepaid by operation of mandatory sinking fund payxnents. For purposes of such
calculation, there shall be excluded a pro rata portion of each installment of principal of any Parity Debt,
together with the interest to accrue thereon, in the event and to the extent that the proceeds of such Parity
Debt are deposited in an escrow fund from which amounts may not be released to the Agency unless the
Tax Revenues for the current Fiscal Year, plus at the option of the Agency the Additional Revenues, meet
the coverage test set forth in Section 2.$(b).
"Paritv Debt" means any loans, bonds, notes, advances, or indebtedness payable from
Subordinate Tax Revenues on a parity with the Loans, issued or incurred pursuant to and in accordance
with the provisions of Section 2.8.
"Paritv Debt Instrument" means any resolution, indenture of trust, trust agreement or
other instruxnent authorizing the issuance of any Parity Debt.
"Pass-Throu�h Asreements" means, collectively, the agreements entered into by the
Agency on or prior to the date hereof pursuant to Section 33401 of the Redevelopment Law with (i) the
County of Riverside, (ii) the Coachella Valley Community College District, (iii) the Coachella Valley
Mosquito Abatement District, (iv) the Desert Sands Unified School District, (v) the Palm Springs Uniiied
School District and (vi) the Riverside County Superintendent of Schools.
"Plan Limitations" means the limitations contained or incorporated in the Redevelopment
Plan on (i) the aggregate principal amount of bonded indebtedness payable from Tax Revenues which
may be outstanding at any time, (ii) the aggregate amount of taxes which may be divided and allocated to
the Agency pursuant to the Redevelopment Plan, and (iii) the period of time for establishing or repaying
loans, advances and indebtedness payable from Tax Revenues.
"Proiect Fund" means the fund by that name established and held by the Trustee pursuant
to Section 2.7.
"Oualified Reserve Fund Credit Instrument" means an irrevocable standby or direct-pay
letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the
Trustee pursuant to Section 2.5, provided that all of the following requirements are met at the time of
deposit with the Trustee: (i) either (a) the long-term credit rating of such bank is within one of the two
highest rating categories by Moody's or S&P, or the claims paying ability of such insurance company is
rated within one of the two highest rating categories by Moody's or S&P, at the time of delivery of such
letter of credit or surety bond, or (b) the Authority shall cause to be filed with the Trustee written
evidence from Moody's and S&P that the delivery of such letter of credit or surety bond will not, of itself,
cause a reduction or withdrawal of any rating then assigned to the Bonds; (ii) such letter of credit or
surety bond has a term of at least 12 months; (iii) such letter of credit or surety bond has a stated amount
at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be
released pursuant to Section 2.5; and (iv) the Trustee is authorized pursuant to the terms of such letter of
P6402.10551872538.6
credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time
to time with respect to deposits required pursuant to Section 3.3(a).
"Redevelobment Fund" means the Proj ect Area No. 2 Redevelopment Fund, heretofore
established and held by the Agency.
"Redevelonment Proiect" means the undertaking of the Agency pursuant to the
Redevelopment Plan and the Redevelopment Law for the redevelopment of the Project Area.
"Reserve Fund" means the "Project Area No. 2 Subordinate Reserve Fund" held by the
Trustee pursuant to Section 2.5.
"Reserve Reauirement" means the least of (i) Maximum Annual Debt Service, (ii) 125
percent of average annual debt service on the Loans and all outstanding Parity Debt, and (iii) 10 percent
of the proceeds of the Loans and of the proceeds of any Parity Debt. The amount of the Reserve
Requirement on any date is subject to confirmation by the Authority to the Trustee upon the Trustee's
written request.
"Senior Debt Service" means, for any period of time, the sum of (i) the amount of interest
payable during such period on the outstanding Senior 2002 Loan and Senior 2003 Loan, assuming that
principal thereof is paid as scheduled and that any mandatory sinking fund payments are made as
scheduled, (ii) the amount of principal payable during such period on the outstanding Senior 2002 Loan
and Senior 2003 Loan, including any principal required to be prepaid by operation of mandatory sinking
fund payments, and (iii) amounts, if any, required to be deposited in the debt service reserve fund
maintained under the Senior 2002 Loan Agreement and the Senior 2003 Loan Agreement or paid to the
issuers of surety bonds (or other qualified reserve fund instruments) deposited in such reserve fund in lieu
of cash pursuant to the agreements between the Agency and such issuers.
"Senior 2003 Loan" means the outstanding balance of the loan made by the Authority to
the Agency pursuant to the 2003 Loan Agreement.
"Senior 2003 Loan A�reement" means the Project Area No. 2 Loan Agreement, dated as
January l, 2003, by and between the Authority and the Agency.
"Senior 2002 Loan" means the outstanding balance of the loan made by the Authority to
the Agency pursuant to the 2002 Loan Agreement.
"Senior 2002 Loan Aereement" means the Loan Agreement dated as of June 1, 2002, by
and among the Agency, the Authority and BNY Western Trust Company, as succeeded by Wells Fargo
Bank, N.A., as trustee.
"Series 2006A Bonds" means the Palm Desert Financing Authority Tax Allocation
Refunding Revenue Bonds (Project Area No. 2), 2006 Series A.
"Series 2006A Loan" means the loan made by the Authority to the Agency pursuant to
Section 2.1(a) from the proceeds of the Series 2006A Bonds in the initial principal amount of
$ .
"Series 2006B Bonds" means the Palm Desert Financing Authority T� Allocation
Revenue Bonds (Project Area No. 2), 2006 Series B.
P6402.1055\872538.6 4
"Series 2006B Loan" means the loan made by the Authority to the Agency pursuant to
Section 2.1(b) from the proceeds of the Series 2006B Bonds in the principal amount of
$ .
"Snecial Fund" means the fund by that name held by the Agency pursuant to Section 3.2.
"Subordinate Debt" means any loans, advances or indebtedness issued or incurred by the
Agency in accordance with the requirements of Section 2.10, which are either: (i) payable from, but not
secured by a pledge of or lien upon, the Subordinate Tax Revenues; or (ii) secured by a pledge of or lien
upon the Subordinate Tax Revenues which is subordinate to the pledge of and lien upon the Subordinate
Tax Revenues hereunder for the security of the Loans and any Parity Debt.
"Subordinate Tax Revenues" means, for any period of time, the Tax Revenues for such
period, less the Senior Debt Service payable during such period.
"Suretv Bond" means the Qualified Reserve Fund Credit Instrument issued by the Insurer
guaranteeing certain payments into the Reserve Fund as provided therein and subject to the limitations set
forth therein.
"Tax Revenues" means that portion of the taxes levied upon taxable property in the
Proj ect Area allocated and paid into a special fund of the Agency pursuant to Article 6 of Chapter 6 of the
Redevelopment Law and Section 16 of Article XVI of the California Constitution, exclusive of amounts
placed into the Low and Moderate Income Housing Fund of the Agency pursuant to Sections 33334.2 and
33334.3 of the Redevelopment Law, and excluding amounts payable to affected taxing agencies pursuant
to the Pass-Through Agreements or pursuant to Section 33607.5 or 33607.7 of the Redevelopment Law.
Section 12. Rules of Construction. All references herein to "Articles," "Sections" and
other subdivisions are to the corresponding Articles, Sections or subdivisions of this Loan Agreement,
and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Loan
Agreement as a whole and not to any particular Article, Section or subdivision hereof.
ARTICLE II
THE LOANS; APPLICATION OF LOAN PROCEEDS;
PARITY DEBT
Section 2.1. Authorization. (a) The Authority hereby agrees to lend to the Agency, from
the proceeds of the sale of the Series 2006A Bonds deposited in the Series 2006A Loan Fund established
under the Indenture, the principal amount of $ under and subject to the terms of this
Loan Agreement, the Bond Law and the Redevelopment Law.
(b) The Authority hereby agrees to lend to the Agency, from the proceeds of the sale
of the Series 2006B Bonds deposited in the Series 2006B Loan Fund established under the Indenture, the
initial principal amount of $ under and subject to the tertns of this Loan Agreement, the
Bond Law and the Redevelopment Law.
(c) This Loan Agreement constitutes a continuing agreement to secure the full and
final payment of the Loans, subject to the covenants, agreements, provisions and conditions herein
contained.
P6402.1055\872538.6 S
Section 2.2. Disbursement and Annlication of Loan Proceeds.
(a) On the Closing Date, the Authority shall cause to be deposited into the Series
2006A Loan Fund the amount of $ which shall be held by the Trustee and which shall be
disbursed as follows:
(i) The Trustee shall transfer the amount of $ to the Series
2006A Account of the Costs of Issuance Fund.
Fund.
(ii) The Trustee shall transfer the amount of $ to the Escrow
(iii) The Trustee shall transfer the remaining amount of $ to the
Project Fund.
On the Closing Date, the Authority shall also cause the amount of
$ and the amount of $ to be paid to the Insurer for the costs of a portion of the
premiums for the Insurance Policy and the Surety Bond.
The Trustee may, in its discretion, establish a temporary fund or account to
facilitate or account for the foregoing transfers.
(b) On the Closing Date, the Authority shall cause to be deposited into the Series
2006B Loan Fund the amount of $ which shall be held by the Trustee and which shall be
disbursed as follows:
(i) The Trustee shall transfer the amount of $ to the Series
2006B Account of the Costs of Issuance Fund.
(ii) The Trustee shall transfer the remaining amount of $ to the
Proj ect Fund.
On the Closing Date, the Authority shall also cause the amount of $
and the amount of $ to be paid to the Insurer for the costs of a portion of the premiums for the
Insurance Policy and the Surety Bond.
The Trustee may, in its discretion, establish a temporary fund or account to
facilitate or account for the foregoing transfers.
Section 2.3. Renavment of Loans. The Agency shall, subject to prepayment as provided
in Section 2.4(a), repay the principal of the Series 2006A Loan in installments on August 1 in each of the
years and in the amounts, and shall pay interest on the unpaid principal balance of the Series 2006A Loan
due on each Interest Payment Date not later than the fifth Business Day preceding such Interest Payment
Date in the amounts set forth in Exhibit A attached hereto and by this reference incorporated herein. Such
interest shall accrue from the Closing Date. Any installment of principal or interest which is not paid
when due shall continue to accrue interest from and including the date on which such principal or interest
is payable to but not including the date of actual payment. In the event any unpaid principal installments
of the Series 2006A Loan shall be prepaid pursuant to Section 2.4(a), or in the event the Series 2006A
Bonds shall be redeemed pursuant to Section 2.3(a)(1) of the Indenture, the schedule of principal
installments set forth in Exhibit A hereto shall be reduced as directed by the Agency to the Trustee.
P6402.1055\872538.6 (
The Agency shall, subject to prepayment as provided in Sections 2.4(b), repay the Series
2006B Loan in installments on August 1 in each of the years and in the amounts set forth in Exhibit B
attached hereto and by this reference incorporated herein. The installments payable on the Series 2006B
Loan on each August 1 set forth in Exhibit B correspond with the aggregate Maturity Amount of Series
2006B Bonds coming due and payable on such date. Any installment of the Series 2006B Loan which is
not paid when due shall continue to accrue interest from and including the date on which such installment
is payable to but not including the date of actual payment. In the event any unpaid installments of the
Series 2006B Loan shall be prepaid pursuant to Section 2.4(b), or in the event the Series 2006B Bonds
shall be redeemed pursuant to Section 2.3(b)(1) of the Indenture, the schedule of installments set forth in
Exhibit B hereto shall be reduced as directed by the Agency to the Trustee.
The obligation of the Agency to repay the Loans is, subject to Section 3.1, absolute and
unconditional, and such payments shall not be subject to reduction whether by offset or otherwise and
shall not be conditional upon the performance or nonperformance by any party to any agreement for any
cause whatsoever.
Principal of and interest on the Loans shall be payable by the Agency to the Trustee, as
assignee of the Authority under the Indenture in lawful money of the United States. Payment of such
principal and interest shall be secured, and amounts for the payment thereof shall be deposited with the
Trustee at the times, as set forth in Article III.
Notwithstanding the foregoing provisions of this Section 2.3, in lieu of payment of any
installment of principal of the Loans coming due and payable on August 1 in any year in which any
Bonds are subject to mandatory sinking fund redemption, the Agency shall have the right to purchase any
of such Bonds in an amount not exceeding the amount thereof which is subject to mandatory sinking fund
redemption on such August 1, and tender such Bonds for cancellation, provided that such tender shall be
made before the preceding May 15.
Section 2.4. Ontional Prenavment
(a) The Agency shall have the right to prepay principal installments of the Series
2006A Loan, in any integral multiple of $5,000, such prepayment to be allocated among such principal
installments as the Agency may determine upon Request to the Authority and the Trustee provided not
less than 45 days prior to the prepayment date, on any date on which the Series 2006A Bonds are subject
to redemption pursuant to Section 2.3(a)(1) of the Indenture, by depositing with the Trustee an amount
sufficient to redeem a like aggregate principal amount of Series 2006A Bonds together with the amount of
accrued interest and premium, if any, required to be paid upon such redemption.
(b) The Agency shall have the right to prepay installments of the Series 2006B Loan
on any date on which the Series 2006B Bonds are subject to redemption pursuant to Section 2.3(b)(1) of
the Indenture and effect a corresponding redemption of the Series 2006B Bonds. . Such prepayment shall
be allocated among such installments of the Series 2006B Loan as the Agency may deternune upon
Request to the Authority and the Trustee provided not less than 45 days prior to the prepayment date;
nrovided that such prepayment shall cause redemption of Series 2006 Bonds in integral multiples of
$5,000 Maturity Amount. To effect such prepayment, the Agency shall deposit with the Trustee no later
than the redemption date an amount sufficient to redeem the called Series 2006B Bonds (which amount
shall include the Accreted Value of the called Series 2006B Bonds as of the date of redemption and the
applicable redemption premium, if any).
(c) Before making any prepayment pursuant to this Section, the Agency shall give
written notice to the Authority and the Trustee describing such event and specifying the date on which the
P6402.10551872538.6 %
prepayment will be paid and the order thereof, which date shall be not less than 45 days from the date
such notice is given; nrovided, that notwithstanding any such prepayment, the Agency shall not be
relieved of its obligations with respect to a Loan hereunder, including specifically its obligations under
this Article, until such Loan shall have been fully paid (or provision for payment thereof shall have been
made pursuant to Section 6.3).
(d) The Authority agrees that upon payment by the Agency to the Trustee of such
amount, the Authority shall take or cause to be taken any and all steps required under the Indenture to
redeem such Outstanding Bonds of the applicable series on the redemption date designated by the
Agency; provided, however, that such date shall be a date of redemption of such Bonds, for which notice
has been timely given pursuant to the Indenture.
Section 2.5. Reserve Fund. There is hereby established a separate fund known as the
"Project Area No. 2 Subordinate Reserve Fund," which shall be held by the Trustee in trust for the benefit
of the Authority and the Owners of the Bonds and the registered owners of a11 other bonds issued by the
Authority in connection with the Parity Debt. The Agency hereby pledges and grants a lien and a security
interest in the Reserve Fund to the Trustee in order to secure the Agency's payment obligations under
Sections 2.3 and 3.3(a). The amount on deposit in the Reserve Fund shall be maintained at the Reserve
Requirement at all times, except to the extent required for the purposes set forth in this Section.
In the event that the Agency shall fail to deposit with the Trustee the full amount required
to be deposited pursuant to Section 3.3(a), the Trustee shall withdraw from the Reserve Fund and transfer
to the Interest Account and the Principal Account, in such order, an amount equal to the difference
between (i) the amount required to be deposited pursuant to Section 3.3(a) and (ii) the amount actually
deposited by the Agency. In the event that the amount on deposit in the Reserve Fund shall at any time be
less than the Reserve Requirement, the Trustee shall notify the Agency as soon as practicable of the
amount required to be deposited therein to restore the balance to the Reserve Requirement, such notice to
be given by telephone, telefax or other form of telecommunications promptly coniirmed in writing, and
the Agency shall thereupon transfer to the Trustee the amount needed to restore the Reserve Fund to the
Reserve Requirement.
In the event that the amount on deposit in the Reserve Fund on the 15th calendar day
preceding any Interest Payment Date (other than the final Interest Payment Date), provided that the
deposits required by Section 3.3(a) have been made, exceeds the Reserve Requirement, the Trustee shall,
at the Request of the Agency, withdraw from the Reserve Fund all amounts in excess of the Reserve
Requirement and either (i) apply such amounts toward the prepayment of the Loans pursuant to Section
2.4 or the prepayment of any Parity Debt, or (ii) pay such amounts to the Agency to be used for any
lawful purpose relating to the Project Area, as specified in such Request of the Agency. Notwithstanding
the foregoing provisions of this paragraph, however, no amounts shall be withdrawn from the Reserve
Fund and transferred to the Agency pursuant to this paragraph during any period in which an Event of
Default shall have occurred and be continuing hereunder.
With the written consent of the Insurer (as long as the Insurance Policy is in full force
and effect) and of the insurer of any Parity Debt (as long as the policy insuring such Parity Debt is in full
force and effect), the Reserve Requirement may be satisfied by crediting to the Reserve Fund moneys or a
Qualiiied Reserve Fund Credit Instrument or any combination thereof, which in the aggregate make funds
available in the Reserve Fund in an amount equal to the Reserve Requirement. Upon the deposit with the
Trustee of such Qualified Reserve Fund Credit Instrument, the Trustee shall release moneys then on hand
in the Reserve Fund to the Agency, to be used for any lawful purpose relating to the Project Area, in an
amount equal to the face amount of the Qualified Reserve Fund Credit Instrument.
P6402.1055\872538.6 g
If at any time the amount on deposit in, or credited to, the Reserve Fund includes both
cash and the Surety Bond, any draw on the Surety Bond shall be made only after all cash in the Reserve
Fund has been expended. If at any time the amount credited to the Reserve Fund includes the Surety
Bond and one or more other Qualified Reserve Fund Credit Instruments issued by entities other than the
issuer of the Surety Bond, any draw on the Surety Bond shall be made on a pro rata basis with draws on
such other Qualified Reserve Fund Credit Instruments, based on the relative amounts of debt service
covered by the Surety Bond and the debt service covered by such other Qualified Reserve Fund Credit
Instruments in such Fiscal Year.
Section 2.6. Costs of Issuance Fund. There is hereby established a fund to be held by the
Trustee known as the "Costs of Issuance Fund" and two accounts therein known as the "Series 2006A
Account" and the "Series 2006B Account." A portion of the proceeds of the Series 2006A Loan shall be
deposited in the Series 2006A Account pursuant to Section 2.2(a). A portion of the proceeds of the Series
2006B Loan shall be deposited in the Series 2006B Account pursuant to Section 2.2(b). The moneys in
each account of the Costs of Issuance Fund shall be used to pay Costs of Issuance of the related series of
Bonds from time to time upon receipt of a Request of the Agency. On the 90th day after the Closing Date
(or the first Business Day thereafter), or upon the earlier receipt by the Trustee of a Request of the
Agency stating that all Costs of Issuance have been paid, the Trustee shall transfer all remaining amounts
in the accounts of the Costs of Issuance Fund to the Revenue Fund.
Section 2.7. Proiect Fund. There is hereby established a fund to be known as the "Project
Fund", which shall be held and maintained by the Trustee. Amounts on deposit in such fund shall be
derived solely from the portion of the proceeds of the Loans transferred thereto and from earnings on the
investment of amounts therein.
Except as provided in this Section, the moneys set aside and placed in the Project Fund
shall remain therein until expended from time to time for the purpose of paying any portion of the costs of
the Redevelopment Project, and other costs related thereto, which other costs may include, but are not
limited to, (a} the cost of improvements and other costs which may not beneiit the Redevelopment Project
exclusively but which are necessary to the redevelopment of the Project Area and the disposition of land
therein; (b) the repayment of any advances made by the City for the Redevelopment Project; and (c) to the
extent not paid from the Costs of Issuance Fund, the necessary expenses in connection with the issuance
and sale of the Bonds.
Before any payxnent of money is made from the Project Fund, the Agency shall file with
the Trustee a Request of the Agency showing with respect to each payment of money to be made:
(a) the name and address of the person to whom payment is due;
(b) the amount of money to be paid;
(c) the purpose for which the obligation to be paid was incurred; and
(d) that such amount has not been paid previously for such purpose from the Project
Fund.
Each such Request of the Agency shall state and shall be sufficient evidence to the
Trustee:
(i) that an obligation in the stated amount has been properly incurred under and
pursuant to this Loan Agreement and that such obligation is a proper charge against the Project Fund; and
P6402.1055\872538.6 9
(ii) that there has not been filed with or served upon the Agency a stop notice or any
other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment
of, any of the money payable to the person named in such Request of the Agency which has not been
released or will not be released simultaneously with the payxnent of such obligation, other than liens
accruing by mere operation of law.
Upon receipt of each such Request of the Agency, the Trustee shall pay the amount set
forth in such Request of the Agency as directed by the terms thereof.
If any moneys deposited in the Project Fund remain therein after the full accomplishment
of the objects and purposes for which the Loans were made, said moneys shall be transferred to the
Special Fund.
Section 2.8. Paritv Debt. From time to time, the Agency may issue or incur additional
Parity Debt in such principal amount as shall be determined by the Agency, subject to the following
specific conditions which are hereby made conditions precedent to the issuance and delivery of such
Parity Debt issued under this Section 2.8:
(a) No Event of Default shall have occurred and be continuing, and the Agency shall
otherwise be in compliance with all covenants set forth in this Loan Agreement.
(b) So long as the Loans and any Parity Debt are scheduled to remain outstanding,
TaY Revenues for each Fiscal Year (based on assessed valuation of property in the Project Area as
evidenced in the written records of the County, plus at the option of the Agency the Additional Revenues,
for the current Fiscal Year and as projected by an Independent Redevelopment Consultant for each future
Fiscal Year), shall be at least 125 percent of the sum of the principal (including any principal amount
subject to mandatory sinking fund redemption) and interest scheduled to become due during such Fiscal
Year with respect to the Senior 2002 Loan, the Senior 2003 Loan, the Loans, the proposed Parity Debt,
and all other outstanding Parity Debt (excepting any which is to be refunded by the proposed Parity
Debt).
(c) The related Parity Debt Instrument shall provide that the balance of the Reserve
Fund shall be increased to the new Reserve Requirement effective after the incurrence of such Parity
Debt.
(d) The related Parity Debt Instrument shall provide that:
(1) Interest on such Parity Debt shall be payable, except for the first 12-
month period thereof, which may be payable at the end of such period, on the same dates that interest on
the Loans is payable and
(2) The principal of such Parity Debt shall not be payable on any date other
than the date on which principal of the Loans is payable.
(e) The issuance of such Parity Debt shall not cause the Agency to exceed any
applicable Plan Limitations.
(� The Agency shall deliver to the Trustee a Certificate of the Agency certifying
that the conditions precedent to the issuance of such Parity Debt set forth in Paragraphs (a) through (e),
above, have been satisfied. The Agency shall also furnish a copy of an Independent Redevelopment
Consultant's report evidencing compliance with the condition set forth in Paragraph (b).
P6402.1055\872538.6 1 Q
Section 2.9. Prohibition on Additional Senior Debt. So long as the Bonds remain
Outstanding, the Agency shall not incur or issue any loan, bond, note, advance or indebtedness secured by
and payable from Tax Revenues that will rank senior to the Loans, excepting the Agency's outstanding
obligations with respect to the Senior 2002 Loan and the Senior 2003 Loan (including deposits into the
related reserve funds and reimbursements to the issuers of qualified reserve fund instruments deposited in
such reserve funds).
Section 2.10. Issuance of Subordinate Debt. In addition to the Senior 2002 Loan, the
Senior 2003 Loan, the Loans and any Parity Debt, from time to time the Agency may issue or incur
Subordinate Debt in such principal amount as shall be determined by the Agency, provided that the
issuance of such Subordinate Debt shall not cause the Agency to exceed any applicable Plan Limitations.
Section 2.11. Validitv of Loans. The validity of the Loans shall not be dependent upon
the completion of the Redevelopment Project or upon the performance by any person of any obligation
with respect to the Redevelopment Proj ect.
ARTICLE III
PLEDGE AND APPLICATION OF SUBORDINATE TAX REVENUES
Section 3.1. Pled�e of Subordinate Tax Revenues. The Loans and all Parity Debt shall be
equally secured by a frst pledge of and lien on all of the Subordinate Tax Revenues and all of the moneys
on deposit in the Special Fund, without preference or priority for series, issue, number, dated date, sale
date, date of execution or date of delivery. Except for the Subordinate Tax Revenues and other funds
pledged hereunder, no funds or properties of the Agency shall be pledged to, or otherwise liable for, the
payment of principal of or interest on or prepayment premium, if any, on the Loans.
Section 3.2. Sbecial Fund: Denosit of Subordinate Tax Revenues.. The Agency has
heretofore established a special fund known as the "Special Fund," which is and shall continue to be held
by the Agency as a separate fund apart from all other funds and accounts of the Agency. The Agency
shall deposit all Tax Revenues in the Special Fund promptly upon the receipt thereo£ Except as may be
otherwise provided in the Senior 2002 Loan Agreement, the Senior 2003 Loan Agreement and any Parity
Debt Instrument, any Tax Revenues received during the Bond Year in excess of amounts sha11 be released
from the pledge and lien hereunder and may be used for any lawful purposes of the Agency. Prior to the
payment in full of the principal of and interest and prepayment premiuxn, if any, on the Senior 2002 Loan,
the Senior 2003 Loan, the Loans and all Parity Debt and the payment in full of all other amounts payable
under the Senior 2002 Loan Agreement, the Senior 2003 Loan Agreement, this Loan Agreement and any
Parity Debt Instrument, the Agency shall not have any beneficial right or interest in the moneys on
deposit in the Special Fund, except only as provided the Senior 2002 Loan Agreement, the Senior 2003
Loan Agreement, this Loan Agreement and any Parity Debt Instrument, and such moneys shall be used
and applied as set forth herein and therein.
Section 3.3. Transfer of Subordinate Tax Revenues From Snecial Fund. The Agency
shall withdraw Subordinate Tax Revenues to make transfers, as required to be made pursuant to any
Parity Debt Instrument and to the Trustee the following amounts at the following times and in the
following order of priority:
(a) Interest and Princinal Denosits. No later than the fifth Business Day preceding
each date on which the principal of or interest on the Loans or any Parity Debt shall become due and
payable, including but not limited to the principal amounts of the Loans to be prepaid hereunder together
with any prepayment premium thereon (but provided that the required transfers from the Special Fund for
P6402.1055\872538.6 11
payment of principal, interest, prepayxnent premium and replenishment of reserve fund, if any, with
respect to the Senior 2002 Loan and the Senior 2003 Loan shall have been made), the Agency shall
withdraw from the Special Fund and transfer to the Trustee an amount which, together with the amounts
then held on deposit in the Interest Account, the Principal Account and the Revenue Fund, is equal to the
aggregate amount of such principal, interest and prepayment premium.
(b) Reserve Fund Debosits. In the event that the Trustee shall notify the Agency
pursuant to Section 2.5 that the amount on deposit in the Reserve Fund is less than the Reserve
Requirement, the Agency shall immediately withdraw from the Special Fund and transfer to the Trustee
for deposit in the Reserve Fund an amount of money necessary to maintain the Reserve Requirement in
the Reserve Fund (including repayment of any draw made under a Qualified Reserve Fund Credit
Instrument, including the Surety Bond, prior to replenishing any cash in the Reserve Fund).
(c) Surplus. Except as may be otherwise provided in the Senior 2002 Loan
Agreement, the Senior 2003 Loan Agreement and any Parity Debt Instrument, the Agency shall not be
obligated to deposit in the Special Fund in any Bond Year an amount of Tax Revenues which, together
with other available amounts in the Special Fund, exceeds the amounts required in such Bond Year
pursuant to this Section. All Tax Revenues which are received by the Agency during any Bond Year in
excess of the amounts required to be deposited in the Special Fund in such Bond Year pursuant to the
Senior 2002 Loan Agreement, the Senior 2003 Loan Agreement, this Loan Agreement and any Parity
Debt Instrument shall be released from the pledge thereof and lien thereon which is established pursuant
hereto. In the event that for any reason whatsoever any amounts shall remain on deposit in the Special
Fund on any August 2 after making all of the transfers theretofore required to be made pursuant to the
preceding Paragraphs (a) and (b) and pursuant to the Senior 2002 Loan Agreement, the Senior 2003 Loan
Agreement and any Parity Debt Instrument, the Agency may withdraw such amounts from the Special
Fund, to be used for any lawful purposes of the Agency, including but not limited to the payment of any
Subordinate Debt or the payment of any amounts due and owing to the United States pursuant to Section
4.11.
Section 3.4. Investment of Monevs: Valuation of Investments,. All moneys in the Special
Fund, the Project Fund and Reserve Fund shall be invested in Pernutted Investments. Obligations
purchased as an investment of moneys in any fund or account established hereunder shall be credited to
and deemed to be part of such fund or account. The Agency or the Trustee, as the case may be, may
commingle any amounts in any of the funds and accounts held hereunder with any other amounts held by
it for purposes of making any investment, nrovided that the Agency and the Trustee shall maintain
separate accounting procedures for the investment of all funds and accounts held hereunder. All interest,
proiits and other income received from the investment of moneys in any fund or account established
hereunder shall be credited to such fund or account. Notwithstanding anything to the contrary contained
in this Section, an amount of interest received with respect to any investment equal to the amount of
accrued interest, if any, paid as part of the purchase price of such investment shall be credited to the fund
or account from which such accrued interest was paid.
For the purpose of deternuning the amount in any fund or account established hereunder,
any investments credited to such fund shall be valued at least annually at the market value thereof.
ARTICLE N
OTHER COVENANTS OF THE AGENCY
Section 4.1. Punctual Pavment: Extension of Pavments,. The Agency shall punctually pay
or cause to be paid the principal of and interest and prepayment premium, if any, on the Loans in strict
P6402.1055\872538.6 12
conformity with the terms of this Loan Agreement, and it will faithfully observe and perform all of the
conditions, covenants and requirements of this Loan Agreement. The Agency shall not directly or
indirectly extend or assent to the extension of the maturity of any installment of principal of or interest or
prepayment premium, if any, on the Loans, and in case the principal of or interest or premium, if any, on
the Loans or the time of payment of any such claims therefor shall be extended, such principal, interest,
premium or claims for interest shall not be entitled, in case of any Event of Default hereunder, to the
benefits of this Loan Agreement except for payment of all amounts which shall not have been so
extended.
Section 4.2. Limitation on Additional Indebtedness. The Agency hereby covenants that it
shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any
indebtedness, which is in any case payable from all or any part of the Tax Revenues, excepting only the
Senior 2002 Loans, the Senior 2003 Loans, the Loans, any Parity Debt and any Subordinate Debt, and
any other obligations permitted by this Loan Agreement.
Section 4.3. Pavment of Claims. The Agency shall pay and discharge, or cause to be paid
and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, xnight become
a lien or charge upon the properties owned by the Agency or upon the Tax Revenues or any part thereof,
or upon any funds in the hands of the Trustee, or which might impair the security of the Loans. Nothing
herein contained shall require the Agency to make any such payment so long as the Agency in good faith
shall contest the validity of said claims.
Section 4.4. Books and Accounts; Financial Statements. The Agency shall keep, or cause
to be kept, proper books of record and accounts, separate from all other records and accounts of the
Agency and the City, in which complete and correct entries shall be made of all transactions relating to
the Redevelopment Project, the Tax Revenues, the Special Fund, the Reserve Fund, the Low and
Moderate Income Housing Fund and the Redevelopment Fund. Such books of record and accounts shall
at all times during business hours be subject, upon prior written request, to the reasonable inspection of
the Authority, the Trustee and the Owners of not less than ten percent in aggregate principal amount of a
series of Bonds then Outstanding, or their representatives authorized in writing.
The Agency will cause to be prepared annually, within 180 days after the close of each
Fiscal Year so long as any of the Bonds are Outstanding, complete audited financial statements with
respect to such Fiscal Year showing the Tax Revenues, all disbursements from the Special Fund and the
Redevelopment Fund and the financial condition of the Redevelopment Project, including the balances in
all funds and accounts relating to the Redevelopment Project, as of the end of such Fiscal Year. The
Agency will furnish a copy o€ such statements, upon reasonable request, to any Owner.
Section 4.5. Protection of Securitv and Ri�hts. The Agency will preserve and protect the
security of the Loans and the rights of the Trustee and the Owners with respect to the Loans. From and
after the Closing Date, the Loans shall be incontestable by the Agency. The Loans and the provisions of
this Loan Agreement are and will be the legal, valid and binding special obligations of the Agency
enforceable in accordance with their terms, and the Agency shall at all times, to the extent permitted by
law, defend, preserve and protect all the rights of the Authority, the Trustee and the Owners under this
Loan Agreement against all claims and demands of all persons whomsoever.. The Agency's obligations to
the Trustee under this Section 4.5 shall survive the payment of the Bonds and the discharge of the
Indenture, the removal or resignation of the Trustee pursuant to the Indenture or the payrnent of the Loans
and the discharge of this Loan Ageement.
Section 4.6. Pavxnents of Taxes and Other Char�es. The Agency will pay and discharge,
or cause to be paid and discharged, all taxes, service charges, assessments and other governmental
P6402.1055\872538.6 13
charges which may hereafter be lawfully imposed upon the Agency or the properties then owned by the
Agency in the Project Area when the same shall become due. Nothing herein contained shall require the
Agency to make any such payment so long as the Agency in good faith shall contest the validity of such
taxes, assessments or charges. The Agency will duly observe and comply with all valid requirements of
any governmental authority relative to the Redevelopment Project or any part thereof.
Section 4.7. Taxation of Leased Pronertv. All ad valorem property taxes derived by the
Agency pursuant to Section 33673 of the Redevelopment Law with respect to the lease of property for
redevelopment shall be treated as Tax Revenues for all purposes of this Loan Agreement, and shall be
deposited by the Agency in the Special Fund promptly upon receipt.
Section 4.8. Disnosition of Propertv. The Agency will not participate in the disposition
of any land or real property in the Project Area to anyone which will result in such property becoming
exempt from taxation because of public ownership or use or otherwise (except property dedicated for
public right-of-way and except property planned for public ownership or use by the Redevelopment Plan
in effect on the date of this Loan Agreement) so that such disposition shall, when taken together with
other such dispositions, aggregate more than ten percent of the land area in the Project Area unless such
disposition is permitted as hereinafter provided in this Section. If the Agency proposes to participate in
such a disposition, it shall thereupon appoint an Independent Redevelopment Consultant to report on the
effect of said proposed disposition. If the Report of the Independent Redevelopment Consultant
concludes that the security of the Loans or the rights of the Authority, the Owners and the Trustee
hereunder will not be materially impaired by said proposed disposition, the Agency may thereafter make
such disposition. If such Report concludes that such security will be materially impaired by such
proposed disposition, the Agency shall disapprove said proposed disposition.
Section 4.9. Maintenance of Tax Revenues.. The Agency shall comply with all
requirements of the Redevelopment Law to insure the allocation and payment to it of the Tax Revenues,
including without limitation the timely filing of any necessary statements of indebtedness with
appropriate officials of the County and {in the case of supplemental revenues and other amounts payable
by the State) appropriate ofiicials of the State. The Agency shall not amend the Redevelopment Plan or
any of the Pass-Through Agreements, or enter into any agreement with the County or any other
governmental unit, which would have the effect of reducing the amount of Subordinate Tax Revenues
available to the Agency for payxnent of the Loans, unless the Agency shall first obtain (i) the Report of an
Independent Redevelopment Consultant stating that the amount of projected Tax Revenues shall meet the
coverage test set forth in Section 2.8(b), and (ii) as long as a bond insurance policy is then in full force
and effect, the written consent of the Insurer. Nothing herein is intended or shall be construed in any way
to prohibit or impose any limitations on the entering into by the Agency of any such agreement,
amendment or supplement which by its term is subordinate to the payment of the Loans and all Parity
Debt.
Section 4.10. Pavment of Exoenses: Indemniiication. The Agency shall pay to the
Trustee from time to time all compensation for all services rendered under this Loan Agreement and the
Indenture, including but not limited to all reasonable expenses, charges, legal and consulting fees and
other disbursements and those of its attorneys, agents and employees, incurred in and about the
performance of its powers and duties hereunder and thereunder. Upon the occurrence of an Event of
Default, the Trustee shall have a first lien on the funds held by it under the Indenture to secure the
payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its experts,
attorneys and counsel (including the allocated costs and disbursements of in-house counsel to the extent
the services of such counsel are not duplicative of services provided by outside counsel) incurred in
performing its duties under the Indenture and this Loan Agreement.
P6402.1055\872538.6 14
The Agency further covenants and agrees to indemnify, defend and save the Trustee and
its ofiicers, directors, agents and employees, harmless against any losses, expenses and liabilities which it
may incur arising out of or in the exercise and performance of its powers and duties in accordance with
the Indenture and this Loan Agreement, including the costs and expenses of defending against any claim
of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or
intentional misconduct of the Trustee, its officers, directors, agents or employees. The obligations of the
Agency under this paragraph sha11 survive the resignation or removal of the Trustee under the Indenture,
this Loan Agreement and payment of the Loans and the discharge of this Loan Agreement.
Section 4.11. Tax Covenants. To the extent that bond counsel renders an opinion that
interest on the Bonds (or any of them) is tax-exempt under federal tax law:
(a) The Agency covenants that, in order to maintain the exclusion from gross income
for Federal income tax purposes of the interest on the Bonds, and for no other purpose, the Agency will
satisfy, or take such actions as are necessary to cause to be satisfied, each provision of the Code necessary
to maintain such exclusion. In furtherance of this covenant the Agency agrees to comply with such
written instructions as may be provided by Bond Counsel.
(b) The Agency covenants that no part of the proceeds of the Bonds shall be used,
directly or indirectly, to acquire any Investment Property which would cause the Bonds to become
arbitrage bonds as that term is defined in Section 148 of the Code, or under applicable Tax Regulations.
In order to assure compliance with the rebate requirements of Section 148 of the Code, the Agency further
covenants that it will pay or cause to be paid to the United States the amounts necessary to satisfy the
requirements of Section 148( fl of the Code, and that it will establish such accounting procedures as are
necessary to adequately determine, account for and pay over any such amount required to be paid
thereunder in a manner consistent with the requirements of Section 14$ of the Code, such covenants to
survive the defeasance of the Bonds.
(c) The Agency covenants that it will not take any action or omit to take any action,
which action or omission, if reasonably expected on the date of initial execution and delivery of the
Bonds, would result in a loss of exclusion from gross income for purposes of Federal income taxation,
under Section 103 of the Code, of interest on the Bonds.
(d) The Agency covenants that it will not use or permit the use of any property
financed with the proceeds of the Bonds by any person (other than a state or local governmental unit) in
such manner or to such extent as would result in a loss of exclusion of the interest on the Bonds from
gross income for Federal income tax purposes under Section 103 of the Code.
(e) Except as provided below, the Agency covenants that none of the moneys
contained in any of the funds or accounts with respect to the Bonds shall be: (i} used in making loans
guaranteed by the United States (or any agency or instrumentality thereo�, (ii) invested directly or
indirectly in a deposit or account insured by the Federal Deposit Insurance Corporation, National Credit
Union Administration or any other similar Federally chartered corporation, or (iii) otherwise invested
directly or indirectly in obligations guaranteed (in whole or in part) by the United States (or any agency or
instrumentality thereo fl; provided, however, that the above restrictions do not apply to: (a) the investment
on moneys held in the Revenue Fund ar any other "bona iide debt service fund" as defined for purposes
of Section 148 of the Code, (b) investment in direct obligations of the United States Treasury,
(c) investment in obligations guaranteed by the Federal National Mortgage Association, Government
National Mortgage Association, or the Federal Home Loan Mortgage Corporation, (d) investment in
obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank Act, as amended by
Section 511(a) of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989,
P6402.1055\872538.6 15
(e) investments permitted under regulations issued pursuant to Section 149(b)(3)(B) of the Code, or
(� such other investments pernutted under the Indenture as, in the opinion of Bond Counsel, do not
jeopardize the exclusion from gross income for Federal income tax purposes of interest on the Bonds.
Section 4.12. Redevelonment of Proiect Area. The Agency shall ensure that all activities
undertaken by the Agency with respect to the redevelopment of the Project Area are undertaken and
accomplished in conformity with all applicable requirements of the Redevelopment Plan and the
Redevelopment Law. The Agency shall manage and operate all properties owned by the Agency and
comprising any part of the Redevelopment Project in a sound and business-like manner and in conformity
with all valid requirements of any governmental authority, and will keep such properties insured at all
times in conformity with sound business practice.
Section 4.13. Low and Moderate Income Housin� Fund. The Agency covenants and
agrees to use the moneys in the Low and Moderate Income Housing Fund in accordance with Sections
33334.2 and 33334.3 of the Redevelopment Law, and further covenants and agrees to disburse, expend or
encumber any "excess surplus" (as deiined in Section 33334.12 of the Redevelopment Law) in the Low
and Moderate Income Housing Fund at such times and in such manner that the Agency shall not be
subject to sanctions pursuant to subdivision (e) of said Section 33334.12.
Section 4.14. Annual Review of Tax Revenues. The Agency hereby covenants that it will
annually cause an Independent Redevelopment Consultant to review the total amount of Tax Revenues
remaining available to be received by the Agency under the Redevelopment Plan's cumulative tax
increment limitation, as well as future cumulative annual debt service with respect to the Senior 2002
Loan, the Senior 2003 Loan, the Loans and all Parity Debt. Subject to any limitation set forth in the
Senior 2002 Loan Agreement and the Senior 2003 Loan Agreement, the Agency will not accept Tax
Revenues greater than such annual debt service in any year, if such acceptance will cause the amount
remaining under the tax increment limit to fall below remaining cumulative annual debt service with
respect to the Senior 2002 Loan, the Senior 2003 Loan, the Loans and all Parity Debt, except for the
purpose of depositing such revenues in escrow for the payment of such debt service or for the prepayment
or redemption of the Senior 2002 Loan, the Senior 2003 Loan, the Loans or any Parity Debt. Once it is
deternuned that Tax Revenues available to be received by the Agency under the aforementioned tax
increment limitation in an upcoming year will not exceed 110 percent of aggrega% remaining debt service
on the Senior 2002 Loan, the Senior 2003 Loan, the Loans and all outstanding Parity Debt, the Agency
shall escrow all current and fixture Tax Revenues and use such amounts solely for the purpose of paying
debt service on the Senior 2002 Loan, the Senior 2003 Loan, the Loans and all Parity Debt.
Section 4.15. Further Assurances. The Agency will adopt, make, execute and deliver any
and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to
carry out the intention or to facilitate the performance of this Loan Agreement and for the better assuring
and confirming unto the Trustee, the Authority and the Owners of the Bonds of the rights and benefits
provided in this Loan Agreement.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.1. Events of Default and Acceleration of Maturities. The following events shall
constitute Events of Default hereunder:
P6402.1055\872538.6 16
(a) Failure by the Agency to pay the principal of or interest or prepayment premium,
if any, on the Senior 2002 Loan, the Senior 2003 Loan, the Loans or any Parity Debt when and as the
same shall become due and payable.
(b) Failure by the Agency to observe and perform any of the covenants, agreements
or conditions on its part contained in this Loan Agreement, other than as referred to in the preceding
Paragraph (a), for a period of 60 days after written notice specifying such failure and requesting that it be
remedied has been given to the Agency by the Trustee; provided, however, that if the failure stated in
such notice can be corrected, but not within such 60 day period, such failure shall not constitute an Event
of Default if corrective action is instituted by the Agency within such 60 day period and thereafter is
diligently pursued until such failure is corrected.
(c) The filing by the Agency of a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law of the United States of
America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent
of the Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of
the United States of America, or if, under the provisions of any other law for the relief or aid of debtors,
any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any
substantial part of its property.
If an Event of Default has occurred and is continuing, the Authority or the Trustee may,
and at the written direction of the Owners of a majority in aggregate principal amount of the Outstanding
Bonds the Authority or the Trustee shall, (i) declare the principal of the Loans, together with the accrued
interest on all unpaid installments thereof, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable, anything in this Loan Agreement to the
contrary notwithstanding, and (ii) subject to the receipt of indemnity as provided in the Indenture,
exercise any other remedies available to the Trustee at law or in equity. Immediately upon becoming
aware of the occurrence of an Event of Default, the Authority, or the Tnzstee as assignee of the Authority,
shall give notice of such Event of Default to the Agency by telephone, telecopier or other
telecommunication device, promptly confirmed in writing. This provision, however, is subject to the
condition that if, at any time after the principal of the Loans shall have been so declared due and payable,
and before any judgment or decree for the payment of the moneys due shall have been obtained or
entered, the Agency shall deposit with the Trustee a sum sufficient to pay all installments of principal of
the Loans matured prior to such declaration and all accrued interest thereon, with interest on such overdue
installments of principal and interest at the net effective rate then borne by the Outstanding Bonds, and
the reasonable expenses of the Trustee (including but not limited to attorneys fees), and any and all other
defaults known to the Trustee (other than in the payment of principal of and interest on the Loans due and
payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the
Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in
every such case, the Owners of a majority in aggregate principal amount of the Outstanding Bonds may,
by written notice to the Trustee and the Agency, rescind and annul such declaration and its consequences.
However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall
impair or exhaust any right or power consequent thereon.
Section 5.2. Annlication of Funds Unon Default. Subject to the payment of funds with
respect to the Senior 2002 Loan and the Senior 2003 Loan under the related loan agreements, all amounts
received by the Trustee, pursuant to any right given or action taken by the Trustee under the provisions of
this Loan Agreement, shall be applied by the Trustee, in the following order:
First, to the payment of the fees, costs and expenses of the Trustee, including reasonable
compensation to its agents, attorneys and counsel (including the allocated costs and disbursements of in-
P6402.1055\872538.6 1 �
house counsel to the extent the services of such counsel are not duplicative of services provided by
outside counsel); and
Second, to the payment of the whole amount of interest on and principal of the Loans
then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted
by law at the net effective rate of interest then borne by the Outstanding Bonds; provided, however, that
in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal,
then such amounts shall be applied in the following order of priority:
(i) first, to the payment of all installments of interest on the Loans then due and
unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest
in full,
(ii) second, to the payment of all installments of principal of the Loans then due and
payable, on a pro rata basis in the event that the available amounts are installments of principal in full,
and
(iii) third, to the payxnent of interest on overdue installments of principal and interest,
on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full.
Section 53. No Waiver. Nothing in this Article V or in any other provision of this Loan
Agreement, shall affect or impair the obligation of the Agency, which is absolute and unconditional, to
pay from the Subordinate Tax Revenues and other amounts pledged hereunder, the principal of and
interest and premium, if any, on the Loans to the Trustee when due, as herein provided, or affect or impair
the right of action, which is also absolute and unconditional, of the Trustee to institute suit to enforce such
payment by virtue of the contract embodied in this Loan Agreement.
A waiver of any default by the Trustee shall not affect any subsequent default or impair
any rights or remedies on the subsequent default. No delay or omission of the Trustee to exercise any
right or power accruing upon any default shall impair any such right or power or shall be construed to be
a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the
Trustee by the Redevelopment Law or by this Article V may be enforced and exercised from time to time
and as often as shall be deemed expedient by the Trustee.
If a suit, action or proceeding to enforce any right or exercise any remedy shall be
abandoned or deternuned adversely to the Trustee, the Agency, the Authority and the Trustee shall be
restored to their former positions, rights and remedies as if such suit, action or proceeding had not been
brought or taken.
Section 5.4. A�reement to Pav Attornevs' Fees and Exnenses.. In the event the Agency or
the Authority should default under any of the provisions hereof and the nondefaulting party or the Trustee
should employ attorneys or incur other expenses for the collection of moneys or the enforcement or
performance or observance of any obligation or agreement on the part of the defaulting party herein
contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting party or the
Trustee, as the case may be, the reasonable fees of such attorneys and such other expenses so incurred
(including the allocated costs and disbursements of in-house counsel to the extent the services of such
counsel are not duplicative of services provided by outside counsel).
Section 5.5. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Trustee is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity
P6402.1055\872538.6 1$
or by statute or otherwise, and may be exercised without exhausting and without regard to any other
remedy conferred by the Redevelopment Law or any other law.
Section 5.6. Control of Remedies bv Insurer . Notwithstanding the provisions of Section
5.1 and subject to any rights heretofore granted by the Authority or the Agency to any insurer of Parity
Debt, as long as Insurance Policy is in full force and effect and the Insurer has not defaulted with respect
to its payment obligations thereunder, upon the occurrence and continuance of an Event of Default, the
Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the
Owners or the Trustee for the benefit of the Owners under this Loan Agreement. Any acceleration of the
Loans or annulment thereof pursuant to Section 5.1 shall be subject to the prior written consent of the
Insurer. No waiver of a default shall be effective without the written consent of the Insurer.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Benefits Limited to Parties. Nothing in this Loan Agreement, expressed or
implied, is intended to give to any person other than the Agency, the Trustee, the Insurer, the Authority,
any right, remedy or claim under or by reason of this Loan Agreement. All covenants, stipulations,
promises or agreements in this Loan Agreement contained by and on behalf of the Agency shall be for the
sole and exclusive benefit of the Authority, the Trustee acting as trustee for the benefit of the Owners of
the Bonds, and the Insurer so long as the Insurance Policy remains in full force and effect.
Section 6.2. Successor is Deemed Included in All References to Predecessor. Whenever
in this Loan Agreement, the Agency, the Authority, the Trustee or the Insurer is named or referred to,
such reference shall be deemed to include the successors or assigns thereof, and all the covenants and
agreements in this Loan Agreement contained by or on behalf of the Agency, the Authority, the Trustee
or the Insurer shall bind and inure to the beneft of the respective successors and assigns thereof whether
so expressed or not.
Section 6.3. Discharee of Loan A�reement. If the Agency sha11 pay and discharge the
indebtedness on the Loans or any portion thereof in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest and
prepayment premiums, if any, on the Loans or such portion thereof, as and when the same become due
and payable;
(b) by irrevocably depositing with the Trustee, in trust, at or before maturity, cash in
an amount which, together with the available amounts then on deposit in any of the funds and accounts
established pursuant to the Indenture or this Loan Agreement, in the opinion or report of an Independent
Accountant is fully sufficient to pay all principal of and interest and prepayment premiums, if any, on the
Loans or such portion thereof; or
(c) by irrevocably depositing with the Trustee or any other fiduciary, in trust, non-
callable Defeasance Obligations in such amount as an Independent Accountant shall deternune will,
together with the interest to accrue thereon and available moneys then on deposit in the funds and
accounts established pursuant to the Indenture or this Loan Agreement, be fully sufficient to pay and
discharge the indebtedness on the Loans or such portion thereof (including all principal, interest and
prepayment premiums) at or before maturity;
P6402.1 O55\872538.6 19
then, at the election of the Agency but only if all other amounts then due and payable hereunder shall
have been paid or provision for their payment made, the pledge of and lien upon the Subordinate Tax
Revenues and other funds provided for in this Loan Agreement and all other obligations of the Trustee,
the Authority and the Agency under this Loan Agreement with respect to the Loans or such portion
thereof shall cease and terminate, except only the obligation of the Agency to pay or cause to be paid to
the Trustee, from the amounts so deposited with the Tntstee or such other fiduciary, all sums due with
respect to the Loans or such portion thereof, and to pay all expenses and costs of the Trustee when and as
such expenses and costs become due and payable. Notice of such election shall be filed with the
Authority and the Trustee. Any funds thereafter held by the Trustee hereunder, which are not required for
said purpose, shall be paid over to the Agency.
Section 6.4. Amendment. This Loan Agreement may be amended by the parties hereto
but only under the circumstances set forth in, and in accordance with, the provisions of Section 5.08 of
the Indenture. The Authority and the Trustee covenant that the Indenture shall not be amended, nor shall
the Authority agree or consent to any amendment of the Indenture, without the prior written consent of
the Agency (except that such consent shall not be required in the event that an Event of Default shall have
occurred and be continuing hereunder).
Section 6.5. Waiver of Personal Liabilitv. No member, officer, agent or employee of the
Agency shall be individually or personally liable for the payment of the principal of or interest on the
Loans; but nothing herein contained shall relieve any such member, officer, agent or employee from the
perfortnance of any official duty provided by law.
Section 6.6. Pavxnent on Business Days. Whenever in this Loan Agreement any amount
is required to be paid on a day which is not a Business Day, such payment shall be required to be made on
the Business Day immediately following such day, provided that interest on such payment shall not
accrue from and after such day.
Section 6.7. Notices. Any notice, request, complaint, demand or other communication
under this Loan Agreement shall be given in the same manner as provided in Section 11.13 of the
Indenture, which is hereby incorporated.
Section 6.8. Suretv Bond. [to come]
Section 6.9. Partial Invaliditv. If any Section, paragraph, sentence, clause or phrase of
this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not
affect the validity of the remaining portions of this Loan Agreement. The Agency hereby declares that it
would have adopted this Loan Agreement and each and every other Section, paragraph, sentence, clause
or phrase hereof and authorized the Loans irrespective of the fact that any one or more Sections,
paragraphs, sentences, clauses, or phrases of this Loan Agreement may be held illegal, invalid or
unenforceable.
Section 6.10. Article and Section Headin�s and References,. The headings or titles of the
several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely
for convenience of reference and shall not affect the meaning, construction or effect of this Loan
Agreement. All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Loan Agreement; the words "herein," "hereof,"
"hereby," "hereunder" and other words of similar import refer to this Loan Agreement as a whole and not
to any particular Article, Section or subdivision hereof; and words of the masculine gender shall mean
and include words of the feminine and neuter genders.
P6402.1055\872538.6 2�
Section 6.11. Execution of Counterparts. This Loan Agreement may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an original and all of which
shall together constitute but one and the same instrument.
Section 6.12. Governin� Law. This Loan Agreement shall be construed and governed in
accordance with the laws of the State.
Section 6.13. The Trustee. The Trustee is entering into this Loan Agreement solely in its
capacity as Trustee under the Indenture and all provisions of the Indenture relating to the rights,
privileges, powers and protections of the Trustee shall apply with equal force and effect to all actions
taken by the Trustee in connection with this Loan Agreement. The Trustee shall be responsible only for
the duties of the Trustee expressly set forth herein.
P6402.1055\872538.6 21
IN WITNESS WHEREOF, the AGENCY, the AUTHORITY and the TRUSTEE have
caused this Loan Agreement to be signed by their respective officers, all as of the day and year first above
written.
PALM DESERT REDEVELOPMENT AGENCY
:
Executive Director
PALM DESERT FINANCING AUTHORITY
I�
Chief Administrative Officer
WELLS FARGO BANK, N.A., as Trustee
:
Authorized Officer
P6402.1055\872538.6 22
EXHIBIT A
SCHEDULE OF SERIES 2006A LOAN PAYMENTS*
Date Principal Interest Total
Payable semiannually on the fifth Business Day preceding each Interest Payment Date
P6402.1055\872538.6 A-1
EXHIBIT B
SCHEDULE OF SERIES 2006B LOAN PAYMENTS
Date Total Pavment
Payable on the fifth Business Day preceding each August 1 st
P6402.1055\872538.6 B-1
CONTlNUING DISCLOSURE AGREEMEN7
This Continuing Disclosure Agreement (the °Disciosure Agreement") is executed and
delivered by the Palm Desert Redevelopment Agency (the "Agency°) and Welis Fargo Bank,
National Association, as Trustee {the "Trustes"} and MuniFinancial, Inc. (the "Dissemination
Agent") in connection with the issuance of $ Palm Desert Financing Authority,
Subardinate Tax Allocation Refunding Revenue Bonds {Project Area No. 2), 2006 Series A and
$ Palm Desert Financing Authority, Subardinate Tax Allocation Capital
Appreciation Revenue Bonds (Project Area No. 2), 2006 Series B(together, the "Bonds"). The
Bonds are being issued pursuant to an Indenture of Trust dated as of May 1, 2006, between the
Palm Desert Financing Authority (the "Issue�") and the Trustee {the "Indenture"). The proceeds
of the Sonds are being loaned by the Issuer to the Agency Pursuant to a Loan Agreement (as
defined in the lndenture). The parties agree as follaws:
SECTION 1. Purpose of the Disclosure Agreement. This DiscEosure Agreement is
being executed and delivered by the parties for the benefit of the Owners of the Bonds and in
order to assist the Participating Underwriter in complying with the Ru1e (defined below). The
Agency acknowledges that the lssuar has underkaken no respansibi{ity with respect to any
reports, notices or disclosures provided or required under this Agreement, and has no liability to
any persan, including any Owner of Bonds, with respect to any such reports, notices or
disclasures.
SECTION 2. Definitions. In addition to the definitidns set forth in the Indenture, which
apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this
Section, the fallowing capitalized terms shall have #he following meanings:
"Annuat Report" shal! mean any Annual Report provided by the Agency pursuant #o, and
as described in, Sections 3 and 4 of this Disclosure Agreement.
°Disclosure Representative" shall mean the Executive Director of the Agency or his or
her designee, or such other person as the Agency shall designate in writing to the Trustee and
Dissemination Agent from tirne to time.
"Disseminatian Agent" shall mean MuniFinancial, Enc., acting in its capacity as
Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by
the Agency and which has filed wifh the irustee a written acceptance of such designation.
"Listed Events" shall mean any of the events listed in Section 5{a) of this Disclosure
Agreement.
"National Repository" shall mean any Nationally Recagnized Municipal Securities
Information Repository for purposes of the Rule.
"Official Statement" sha11 mean the fina4 Official Statement with respect to the Bonds.
"Owners" shall mean the registered owners of the Bonds or, if the Bonds are registered
in the name of a depository, the beneficial owners of the Bonds. �
"Participating Uncferwriter" shall mean the original underwriters of the Bonds required to
comply with the Rule in connecti�n with the offering of the Bonds.
"Repository° shalf inean each IVational Repository and each State Repasitory.
"Rule" shall mean Rule 15c2-12(b}(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act oi 1934.
"State Repository" shatl mean any pubtic or private repository or entity designated by the
State as a state repository for the purpase o# the Rule. As af the c3ate of this Agreement, there
is no State Repository.
SECTION 3. Provision of Annual Reports.
(a) The Agency shal{, or upon written direction shall cause the Dissemination. Agent
ia, not later than six months after the end of the Agency's Fiscat Year (which currently wou{d be
Qecember 31 oi each year), commencing with the report for the 2005-2006 Fiscal Year, pravide
to each Repository an Annual Report which is consistent with the requirements of Section 4 of
this Disclosure Agreement. Nat later than �fteen (15) Business Days prior to said date, the
Agency shaf{ provide the Annual Report to the Dissemination Agent and the "irustee. In each
case, the Annual Report may be submitted as a single document or as separate documents
comprising a package, and may cross-reference other information as pravided in Section 4 of
this Disclosure Agreement; provided that the audited �nanciat statements of the Agency may be
submitted separately fram the balance of the Annua! Report. The Agency shall provide a written
certification with each Annuat Report furnished to the Dissemination Agent and the Trustee ta
the effect that such Annual Report constitutes the Annual Repart required ta be furnished by the
Agency hereunder. The Dissemination Agent and Trustee may concfusively rely upon such
certification of the Agency.
{b) if the Dissemination Agent is unable to verify that an Annual Report has been
provided to the Repositories by the date required in subsection (a}, the Dissemination Agent
shall send a notice to each Mational Repasitory or to the Municipal Securities Rufemaking Board
and to the appropriate State Repository, if any, in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shalf:
(i) determine each year prior ta the date for providing the Annual Report the name and
address of each National Repository and each State Repository, if any; and
(ii) if the Annual Report has been furnished to the Dissemination Agent, file a report with
the Agency, the lssuer and the Trustee certifying that the Annua{ Report has been provided
pursua�t to this Disclosure Agresment, stating the date it was provided, and listing all the
Repositories to which it was provided.
SECTION 4. Content of Annual Reports. The Agency's Annual Report shall con#ain or
incorporate by reference the following:
(i) the audited financial statements of the Agency, prepa�ed in acco�dance with
generally accepted accounting principles in ef#ect from time to time. If the Agency's audited
financial statements are not available by the time the Annual Repo�t is required to be filed
pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a
2
format simifar to the financial statements contained in the Official Statement, and the auditetl
financial statements shall be filed in the same manner as the Annual Report when they become
available.
(ii) An update of the fabular information set forth in the Official Statement under the
captions "SUBORDINATE 7AX REVENUES -- Schedule of Historical Tax Revenues° and "--
Top Ten Taxpayers."
Any or alt of the items listed above may be included by specific reference to other
documents, inc4uding official statements of debt issues af the Agency ar related public entities,
which have been subrnitted to each of the Repositories or the Securities and Exchange
Commission. lf the document incorporated by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Agency shall clearly identify
each such other document so incorporated by reference.
SECTION 5. Reporting of Material Events.
(a) Pursuant to the pravisions of this Section 5, the Agency shall give, ar cause to be
given, notice of the occurrence of any of the foilowing events with respect to the Bonds, if
material:
(1 } principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial
di�culties;
(4) unscheduled draws on credit enhancements reflec#ing fnancial
difficulties;
(5) substitution of credit or liquidity providers, ar their failure to perform; and
(6) adverse tax opinions or events adversely affecting the tax-exempt status
of the Bonds;
(7) modifications to rights of security holders;
(8) unscheduled bond calls;
(9) defeasances;
(10) release, substitutian or sale of property securing repayment of the
securities; and
(1'I) rating changes.
(bj The Trustee shall, promptly upon abtaining actual knowledge of the occurrence
of any of the Listed Events contact the Disclosure Representative, inform such person of the
event, and request that the Agency promptly notify the C3issemination Agent in writing whether
or not to report the event pursuant to subsection {f) and promptly notify the Trustee in writing
whether or not to report the event to the (Jwners (unless notice to the Owners is required by
either of the Indentures). For purposes of this Disclosure Agreement, "actual knowledge" of the
occurrence of such Listed Events shall mean actual knowledge by the officer at the Trus# Otfice
of the Trustee with regular responsibility far the administration of the Indenture.
(c) Whenever the Agency obtains knowledge of the occu�rence of a Listed Eve�t,
whether because of a notice from the Trustee pursuant to subsectian (b) vr otherwise, the
Agency shall as soon as possible determine if such event is material under applicable federal
securities laws.
{d) If the Agency has determined that knowledge of the occurrence of a Listed Event
is material, the /�qency shall promptly notify the Dissemination Agent and the Trustee in writing.
Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to
subsection (f} and shall instruct the Trustee to report the occurrence to Owners.
(e) If in response to a request under subsection (b), the Agency determines that the
Listed Event is not material, the Agency shall so notify the Dissemination Agen# and the Trustee
in writing and instruct the Dissemination Agent and the Trustee not to report the occurrence.
(f) !f the Dissemination Agent has been instructed by the Agency to report the
occurrence of a Listed Event, the Dissemination Agent shali file a notice of such occurrence with
the Municipa! Securities Rulemaking Board and each State Repository, with a copy to the
Agency. No#withstanding the foregoing, notice of Listed Events described in subsections (a)(8)
and (9) need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to the Owners of affected Bonds pursuant to the Indenture.
SECTION 6. Termination of Reporting Obligation. 7he obligations of the Agency, the
Trustee and the Dissemination Agent under this Disclosure Agreement shall terminate upon the
defeasance, prior redemption or payment in full of all of the Bands; provided that the obligations
of the Trustee and the DissemRnation Agent hereunder shall also terminate upon the resignation
or removal of such Trustee or Dissemination Agent.
SECi'ION 7. Dissemination Agent. The Agency may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge any such Dissemination Agent, with or without appointing a
successor Dissemination Agent. The initial Dissemination Agent shall be MuniFinancial, Inc.
The Dissemination Agent may resign its duties hereunder at any time upon written notice
to the Agency.
SECTlC�N 8. Amendment. Notwithstanding any other provisian of this Disclosure
Agreement, the parties may amend this Disclosure Agreement (and the Trustee and the
Dissemination Agent shall agree to any amendment so requested by the Agency provided that
neEther the Trustee nor the Dissemination Agent shall be obligated to enter into any such
amendment that modifies or increases its duties or obligations hereunder) only if:
(a) the amendment is made in connection with a change in circumstances that arises
from a change in iegal requirements, change in law, or change in the identity, nature, or status
of the Agency, or type of business conducted;
(b) this Disctosure Agreement, as amended, would have complied with the
requirements af the Rule at the time of sale of the Bonds, after taking into account any
amendments or interpretations af the Rule, as welf as any change in circumstances;
{c) the amendment does not rnaterially impair the interests of Owners, as
determined by parties unaffiliated with the Agency (such as, but without limitation, the Agency's
bond counsel) or by Owners' consent pursuant to Section 7.01 of the Indenture; and
{d) the annual financial information containing (if applicable) the amended operating
data or financial information will explain, in narrative form, the reasons for the amendment and
the "impact" (as that word is used in the letter from the staff of the Securities and Exchange
Commission to the National Association of Bond Lawyers dated June 23, 1995) of the change in
the type of aperating data or financial infarmation being provided.
SECTION 9. Additional Information. Nothing in this Qisclosure Agreement shaft be
deemed to prevent the Agency from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Lis#ed Event,
in addition to that which is required by this Disclosure Agreement. If the Agency chooses #o
incEude any information in any Annual Report or notic,e of occurrence of a Listed Event, in
addition to that which is specifically required by this Disclosure Agreement, the Agency shall
have no obligation under this Agreement to update such information or include it in any future
Annual Report or notice of occurrence of a Listed Event.
SECTION 10. Default. 1n the event of a failure af the Agency to comply with any
provisian o# this Disclosure Agreement, the Trustee shall, at the wriiten direction of any
Participating Underwriter or the Owners of a majority in aggregate principal amount of
Outstanding Bonds (but only fo the extent funds have been provided to it or it has been
otherwise indemn3fied to its satisfiaction from any cost, liability, expense or additional charges of
the Trustee whatsoever, including, without limitation, fees and expenses of its attorneys), or any
Owner may, take such actions as may be necessary and appropriate, including seeking
mandate or specific perFormance by court order, ta cause the Agency, the Trustee or the
Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure
Agreement; pravided that any such aciion may be instituted only in the Federal or State Caurt
located in the County of Los Ange{es, State of California and no remedy oiher than specific
perFormance may be sought or granted. A defauit under this Disclosure Agreement shall not be
deemed an Event af Default under the Indenture or the Loan Agreement, and the sole remedy
under this Disclosure Agreement in the event of any failure of the Agency, the Trustee or the
Dissemination Agent #o comply with this Disclosure Agreement shall be an action to compel
performance.
SECTION 11. Duties, lmmunities and �iabilities of Trustee and Dissemination Agent.
The Dissemination Agent shall have only such duties as are specifically set forth in this
Disclosure Agreement, and the Agency agrees to indemnify and save the Dissemination Agent
and the Trustee, their officers, directors, ernployees and agents, harmless against any 1oss,
ex�ense and liabilities which it may incur arising out of or in the exercise or performance of its
powers and duties hereunder, incluciing the costs and expenses {including attomeys fees) of
defending against any claim of liability, but excluding liabilities due to the Dissemination AgenYs
or Trustee's negligence ar wilful miscanduct. The Dissemination Agent may rely on and shall be
protected in acting or refraining from acting upon any direction from the issuer or an opinion of
nationally recognized bond counsel. The Dissemination Agent and the Trustee shal! be paid
compensation by the Agency for its services pcovided hereunder in accordance with its
schedule of fees as amended from time to time and all expenses, legai fees and advances
made or incurred by the Dissemination Agent in the performance of its duties hereunder. The
Dissemination Agent and the Trustee shall have no duty or obligation to review arty information
pro�ided to them by the Agency hereunder and shall not be deemed to be acting in any fiduciary
capacity for the Authority, the Agency, the Owners, or any other party. The obligations of the
Agency under this Section shall survive resignation ar removal of the Dissemination Agent and
payment of the Bonds. No person shall have any right to commence any action against the
Dissemination Agent seeking any remedy other than to compel specific performance of this
Agreement. The Dissemination �gent shall not be liable under any circumstances for monetary
damages to any person for any breach of this Agreement.
SECTION 'i2. Beneficiaries. This Disclosure Agreement shall inure solsly to the benefit
of the Issuer, the Agency, the Trustee, the Dissemination Agent, the Participating Underwriter
and Owners from time to time of the Bonds, and shall create no rights in any other person or
entity.
SECTION 13. Notices. Notices should be sent in writing to the follawing addresses.
The foliowing information may be conclusively relied upon until changed in wriiing.
Agency: Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Pafm Desert, California 92260
. (760) 346-0611
(760} 346-0574 Fax
Dissemination Agent: MuniFinancial, Inc.
27368 Via industria, Suite 110
Temecula, Catifornia 92590
(909) 587-3500
{909) 587-3510 fax
Trustee: Wells Fargo Bank, National Association
707 Wilshire Baulevard, 17`" Floor
Los Angeles, CA 90017
(213) 614-3353
(213) 614-3355 Fax
Jones Hall Draft 4/12/06
�
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION
REFUNDING REVENUE BONDS
(PROJECT AREA NO. 2)
2006 SERIES A
$
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION
REVENUE CAPTIAL APPRECIATION
BONDS
(PROJECT AREA NO. 2)
2006 SERIES B
BOND PURCHASE AGREEMENT
��.
Palm Desert Financing Authority
73-510 Fred Waring Drive
Palm Desert, CA 92260-2578
Ladies and Gentlemen:
The undersigned (the "Underwriter") offers to enter into this bond purchase agreement
(this "Purchase Agreement") with the Palm Desert Financing Authority (the "Authority") and the
Palm Desert Redevelopment Agency (the "Agency") which will be binding upon the Authority,
the Agency and the Underwriter upon the acceptance hereof by the Authority and the Agency.
This offer is made subject to its acceptance by the Authority and the Agency by execution of this
Purchase Agreement and its delivery to the Underwriter on or before 11:59 p.m., California time,
on the date hereof. All terms used herein and not otherwise defined shall have the respective
meanings given to such terms in the Indenture (as hereinafter defined).
Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis
of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby
agrees to purchase from the Authority for offering to the public, and the Authority hereby agrees
to sell to the Underwriter for such purpose, all (but not less than all) of the $
principal amount of the Authority's Subordinate Tax Allocation Refunding Revenue Bonds
(Project Area No. 2), 2006 Series A(the "2006A Bonds") and Subordinate Tax Allocation
Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B(the "2006B Bonds"
and together with the 2006A Bonds, the "Bonds"), at a purchase price for the 2006A Bonds of
$ (being the aggregate principal amount thereof, less an underwriter's
discount of $ and plus a net original issue premium of
$ ) and for the 2006B Bonds of $ (being the aggregate
principal amount thereof, less an underwriter's discount of $ and plus a net
original issue premium of $ ),
Section 2. Description of the Bonds. The Bonds will be issued under the
provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of Chapter 5
of Division 7 of Title 1(commencing with Section 6584) of the California Government Code (the
"Bond Law"). The Bonds will be issued pursuant to an Indenture of Trust, dated as of June 1,
2006 (the "Indenture"), by and between the Authority and Wells Fargo Bank, N.A., as trustee
thereunder (the "Trustee"). The 2006A Bonds are issued as current interest bonds and the
2006B Bonds are issued as capital appreciation bonds. The Bonds shall mature and shall be
subject to redemption on the dates and in the amounts and shall bear interest at the rates set
forth in the Indenture and the Official Statement dated the date hereof relating to the Bonds
(which, together with all exhibits and appendices included therein or attached thereto and such
amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter
called the "Official Statement").
The proceeds of each series of Bonds will be used by the Authority to make two loans
(the Series A Loan" and the "Series B Loan", and together, the "Loans") to the Palm Desert
Redevelopment Agency (the "Agency") pursuant to a Loan Agreement (the "Loan Agreement"),
dated as of May 1, 2006 by and among the Authority, the Agency and the Trustee for the benefit
of the Agency's Project Area No. 2(the "Project Area"). The proceeds of the Series A Loan will
be used to refund the indebtedness of the Agency under a Loan Agreement dated as of June 1,
1995 (the "1995 Loan Agreement"}, to finance certain redevefopment activities within or of
benefit to the Project Area and to pay costs of issuance of the Bonds and the proceeds of the
Series B Loan will be used to finance certain redevelopment activities within or of benefit to the
Project Area and to pay costs of issuance of the Bonds. The refunding of the obligations under
the 1995 Loan Agreement will effect a refunding of the corresponding portion of the Authority's
Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), Series 1995 (the
"1995 Bonds").
The Bonds shall be secured by a pledge of and lien on all of the Subordinate Tax
Revenues (as defined in the Indenture) allocated to the Agency with respect to the Project Area.
The Agency currently has outstanding its (i) Project Area No. 2, Loan Agreement, dated as of
March 1, 2002 (the "Senior 2002 Loan Agreement"), by and among the Agency, the Authority
and BNY Western Trust Company, as prior trustee (the "Prior 7rustee"), and (ii) Project Area
No. 2, Loan Agreement, dated as of July 1, 2003 (the "Senior 2003 Loan Agreement" and
together with the Senior 2002 Loan Agreement, the "Prior Loan Agreements"), by and among
the Agency, the Authority and the Prior Trustee. Each loan under the Prior Loan Agreements is
secured by Tax Revenues on senior privrity to the pledge of Subordinate Tax Revenues
pledged to pay the Loan.
The scheduled payment of principal of and interest on the Bonds shall be insured by
Ambac Assurance Corporation (the "Insurer") by the issuance of a bond insurance policy (the
"Policy").
Section 3. Public Offering. The Underwriter agrees to make a bona fide public
offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A
attached hereto and incorporated herein by reference. Subsequent to the initial public offering,
the Underwriter reserves the right to change the public offering prices (or yields) as it desms
necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not
change the interest rates set forth on Appendix A. The Sonds may be offered and sold to
certain dealers at prices lower than such initial public offering prices.
Section 4. Delivery of Official Statement. The Agency has delivered or caused to
be delivered to the Underwriter prior to the execution of this Purchase Agreement, copies of the
Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"). Such
Preliminary Official Statement is the official statement deemed final by the Agency for purposes
of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") and approved for
distribution by resolution of the Agency. The Agency hereby ratifies, approves and confirms the
distribution of the Preliminary Official Statement in connection with the public offering and sale
-2-
of the Bonds by the Underwriter. The Agency shall have executed and delivered to the
Underwriter a certification to such effect in the form attached hereto as Appendix B and hereby
ratifies the information contained therein.
Within seven (7) business days from the date hereof, the Agency shall deliver to the
Underwriter a final Official Statement, executed on behalf of the Agency by an authorized
representative of the Agency and dated the date hereof, which shall include information
permitted to be omitted by paragraph (b) (1) of the Rule and with such other amendments or
supplements as shall have been approved by the Agency and the Underwriter. The Agency
als� agrees to deliver to the Underwriter, at the Agency's' sole cost and at such address as the
Underwriter shall specify, as many copies of the Official Statement as the Underwriter shali
reasonably request as necessary to comply with paragraph (b) (4) of the Rule and with Rule C-
32 and all other applicable rules of the Municipal Securities Rulemaking Board.
The Agency shall undertake, pursuant to the Indenture and a Continuing Disclosure
Agreement (the "Continuing Disclosure AgreemenY'), to provide certain annual financial
information and notices of the occurrence of certain events, if material. The form of the
Continuing Disclosure Agreement is appended to the Official Statement.
Section 5. The Closing. At 8:00 a.m., California time, on , 2006, (the
"Closing"), or at such other time or on such earlier or later business day as shall have been
mutually agreed upon by the Agency and the Underwriter, the Authority and the Agency shall
deliver (i) the Bonds in definitive form (one bond for each maturity) for the Underwriter to the
Trustee at the Closing or to The Depository Trust Company ("DTC") in New York, New York, or
such other location as may be specified by the Underwriter, with CUSIP identification numbers
thereon, in fully registered form and registered in the name of Cede & Co., and (ii) the closing
documents hereinafter mentioned at the offices of Richards, Watson & Gershon, A Professional
Corporation, Bond Counsel (the "Bond Counsel") in Los Angeles, California, or another place to
be mutually agreed upon by the Agency and the Underwriter. The Underwriter will accept such
delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by federal
funds wire payable to the order of the Trustee on behalf of the Agency. This payment and
delivery, together with the delivery of the aforementioned documents, is herein called the
"Closing."
Section 6. Agency Representations, Warranties and Covenants. The Agency
represents, warrants and covenants to the Underwriter that:
(a) Due Organization and Existence of Agency. The Agency is a public body
corporate and politic, organized and existing under the laws of the State, including the
Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the
Health and Safety Code (the "Redevelopment Law"}, with full right, power and authority
to execute, deliver and perform its obligations under this Purchase Agreement, the
Continuing Disclosure Agreement, and the Loan Agreement (collectively, the "Agency
Documents") and to carry out and consummate the transactions contemplated by the
Agency Documents and the Official Statement.
(b) Due Authorization and Approval. By all necessary official action of the
Agency, the Agency has duly authorized and approved the execution and delivery of,
and the performance by the Agency of the obligations contained in, the Agency
Documents and as of the date hereof, such authorizations and approvals are in full force
and effect and have not been amended, modified or rescinded. When executed and
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delivered, the Agency Documents will constitute the legally valid and binding obligations
of the Agency enforceable in accordance with their respective terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or affecting creditors' rights generally. The
Agency has complied, and will at the Closing be in compliance in all respects, with the
terms of the Agency Documents. The Agency has duly authorized and approved the
Preliminary Official Statement and the Official Statement.
(c) Officia! Statement Accurate and Complete. The Preliminary Official
Statement was as of its date, and the final Official Statement will be, and at all times
subsequent to the date of the final Official Statement up to and including the Closing will
be, true and correct in all material respects, and the Preliminary Official Statement
contains and the final Official Statement will contain, and up to and including the Closing
will contain, no misstatement of any material fact and do not, and up to and including the
Closing will not, omit any statement necessary to make the statements contained
therein, in the light of the circumstances in which such statements were made, not
misleading.
(d) Underwrifer's Consent to Amendments and Supplements to Official
Statement. The Agency covenants with the Underwriter that during the period of 25
days after the end of the "underwriting period" (as defined in the Rule), if an event
occurs, of which the Agency has knowledge, which might or would cause the information
contained in the Official Statement, as then supplemented or amended, to contain an
untrue statement of a material fact or to omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, the Agency shall notify the Underwriter,
and if, in the opinion of the Underwriter, such event requires the preparation and
publication of a supplement or amendment to the Official Statement, the Agency shall
cooperate with the Underwriter in the preparation of an amendment or supplement to the
Official Statement in a form and in a manner approved by the Underwriter, and all
printing expenses thereby incurred shall be paid for by the Agency. The Agency will
advise the Underwriter promptly of the institution of any proceedings known to it by any
governmental agency prohibiting or otherwise affecting the use of the Official Statement
in connection with the offering, sale or distribution of the Bonds.
(e) No Breach or Default. As of the time of acceptance hereof and as of the
time of the Closing, except as otherwise disclosed in the Official Statement, the Agency
is not and will not be in breach of or in default under any applicable constitutional
provision, law or administrative rule or regulation of the State or the United States, or
any applicable judgment or decree or any trust agreement, loan agreement, bond, note,
resolution, ordinance, agreement or other instrument to which the Agency is a party or is
otherwise subject which breach or default would materially adversely affect the Agency's
ability to perform under the Agency Agreements, and no event has occurred and is
continuing which, with the passage of time or the giving of notice, or both, would
constitute such a default or event of default under any such instrument; and, as of such
times, except as disclosed in the Official Statement, the authorization, execution and
delivery of the Agency Documents and the Official Statement and compliance with the
provisions of each of such agreements or instruments do not and will not conflict with or
constitute a breach of or default under any applicable constitutional provision, law or
administrative rule or regulation of the State or the United States, or any applicable
judgment, decree, license, permit, trust agreement, loan agreement, bond, note,
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resolution, ordinance, agreement or other instrument to which the Agency (or any of its
officers in their respective capacities as such) is subject, or by which it or any of its
properties is bound, nor will any such authorization, execution, delivery or compliance
result in the creation or imposition of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of its assets or properties or under the
terms of any such law, regulation or instrument, except as may be provided by the
Agency Documents.
(fj No Litigafion. As of the time of acceptance hereof and the Closing,
except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, government agency, public
board or body, pending or threatened (i) in any way questioning the corporate existence
of the Agency or the titles of the officers of the Agency to their respective offices;
(ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be
pledged to pay the principal of and interest on the Bonds, or in any way contesting or
affecting the validity of the Agency Documents, the power of the Agency to execute and
deliver the Agency Documents or the Official Statement or the consummation of the
transactions contemplated thereby, or contesting the exclusion of the interest on the
Bonds from taxation or contesting the powers of the Agency and its authority to pledge
the Subordinate Tax Revenues; (iii) which may result in any adverse change relating to
the Agency which would materially adversely affect the Agency's ability to perform under
the Agency Documents; or (iv) contesting the completeness or accuracy of the
Preliminary Official Statement or the final Official Statement or any supplement or
amendment thereto or asserting that the Preliminary Official Statement or the final
Official Statement contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(g) Preliminary Official Statement. For purposes of the Rule, the Agency has
heretofore deemed final the Preliminary Official Statement prior to its use and
distribution by the Underwriter, except for the information specifically permitted to be
omitted by paragraph (b) (1) of the Rule. The Agency has never failed to comply timely
with any filing requirements under the Rule.
(h) Excess Surplus. The Agency's Low and Moderate Income Housing Fund
established pursuant to Section 33334.3 of the Law does not, on the date hereof,
contain an "excess surplus" (within the meaning of Section 33334.12 of the Law) that
would cause the Agency to be subject to the sanctions contained in Section 33334.12(e)
(1) of the Law.
(i) Arbifrage Certificate. The Agency has not been notified of any listing or
proposed listing by the Internal Revenue Service to the effect that it is a bond issuer
whose arbitrage certificates may not be relied upon.
(j) No Required Consents. All approvals, consents and orders of any
governmental authority, board, agency or commission having jurisdiction which would
constitute a condition precedent to the execution and delivery by the Agency of the
Agency Documents and the Official Statement have been obtained or will be obtained
prior to the Closing (provided the Agency shall not be responsible for state blue sky
filings).
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(k) Certificates of the Agency. Any certificate signed by an authorized officer
of the Agency and delivered to the Underwriter shall be deemed a representation and
warranty of the Agency to the Underwriter as to the statements made therein.
(1) Tax Exemption. The Agency covenants that it will not take any action
which would cause interest on the Bonds to be subject to federal income taxation or
California personal income taxes (other than to the extent the Bonds will be subject to
federal income taxation as described under the caption "Tax Matters" in the Official
Statement).
(m) Compliance with Rule. There has been no instance in which the Agency
has failed to comply in all respects with any undertakings with regard to the Rule.
Section 7. Authority Representations, Warranties and Covenants. The Authority
represents, warrants and covenants to the Underwriter that:
(a) Due Organization and Existence of Authority. The Authority is a joint
exercise of powers authority, duly organized and existing, and authorized to transact
business and exercise of powers under and pursuant to the provisions of the laws of the
State of California and the joint exercise of powers agreement pursuant to which the
Authority was created and has, and on Closing Date for each respective series of Bonds
will have, full legal right, power and authority to enter into this Purchase Agreement, and
to carry out and to consummate the transactions contemplated by this Purchase
Agreement and the Official Statement.
(b) Due Authorization and Approval. By all necessary official action of the
Authority, the Authority has duly authorized and approved the execution and delivery of,
and performance by the Authority of the obligations contained in, this Purchase
Agreement and as of the date hereof, such authorizations and approvals are in full force
and effect and have not been amended, modified or rescinded. When executed and
delivered, this Purchase Agreement will constitute the legally valid and binding obligation
of the Authority enforceable in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or affecting creditors' rights generally. The Authority has complied,
and will at the Closing be in compliance in all respects, with the terms of this Purchase
Agreement.
(c) Official Statement Accurate and Complete. The information relating to
the Authority contained in the Preliminary Official Statement and the final Official
Statement as amended or supplemented, is correct in all material respects and does not
contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements contained therein, in
the light of the circumstances under which they were made, not misleading.
(d) Purchase and Sale of Bonds. The Bonds will be purchased and sold by
the Authority pursuant to the Mark-Roos Local Bond Pooling Act of 1985, constituting
Article 4 of Chapter 5, Division 7 of Title 1(commencing with Section 6584) of the
California Government Code (the "JPA AcY').
(e) Compliance with Law and Joint Exercise of Powers Agreement. The
Authority has complied, and will on the Closing Date for each respective series of Bonds
�
be in compliance, in all respects, with the JPA Act and all other applicable laws of the
State of California and the joint exercise of powers agreement pursuant to which the
Authority was created.
(fl No Breach or Default. As of the time of acceptance hereof and as of the
time of the Closing, except as otherwise disclosed in the Official Statement, the Authority
is not and will not be in breach of or in default under any applicable constitutional
provision, law or administrative rule or regulation of the State or the United States, or
any applicable judgment or decree or any trust agreement, loan agreement, bond, note,
resolution, ordinance, agreement or other instrument to which the Authority is a party or
is otherwise subject which breach or default would materially adversely affect the
Agency's ability to perform under the Indenture or this Purchase Agreement, and no
event has occurred and is continuing which, with the passage of time or the giving of
notice, or both, would constitute such a default or event of default under any such
instrument; and, as of such times, except as disclosed in the Official Statement, the
authorization, execution and delivery of this Purchase Agreement and compliance with
the provisions hereof do not and will not conflict with or constitute a breach of or default
under any applicable constitutional provision, law or administrative rule or regulation of
the State or the United States, or any applicable judgment, decree, license, permit, trust
agreement, loan agreement, bond, note, resolution, ordinance, agreement or other
instrument to which the Authority (or any of its officers in their respective capacities as
such) is subject, or by which it or any of its properties is bound, nor will any such
authorization, execution, delivery or compliance result in the creation or imposition of
any lien, charge or other security interest or encumbrance of any nature whatsoever
upon any of its assets or properties or under the terms of any such law, regulation or
instrument, except as may be provided by this Purchase Agreement.
(g) No Litigafion. As of the time of acceptance hereof and the Closing,
except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, government agency, public
board or body, pending or threatened (i) in any way questioning the corporate existence
of the Authority or the titles of the officers of the Authority to their respective offices;
(ii) seeking to restrain or enjoin the sale of the Bonds or in any way contesting or
affecting the validity of this Purchase Agreement, the power of the Authority to execute
and deliver this Purchase Agreement or the consummation of the transactions
contemplated hereby; or (iii) which may result in any adverse change relating to the
Authority which would materially adversely affect the Authority's ability to perform under
the Indenture and this Purchase Agreement.
(h) No Required Consents. All approvals, consents and orders of any
governmental authority, board, agency or commission having jurisdiction which would
constitute a condition precedent to the execution and delivery by the Authority of this
Purchase Agreement have been obtained.
(i) Certificafes of the Authority. Any certificate signed by an authorized
officer of the Authority and delivered to the Underwriter shall be deemed a
representation and warranty of the Authority to the Underwriter as to the statements
made therein.
Section 8. Closing Conditions. The Underwriter has entered into this Purchase
Agreement in reliance upon the representations, warranties and covenants herein and the
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performance by the Agency of their respective obligations hereunder, both as of the date hereof
and as of the date of the Closing. Accordingly, the Underwriter's obligations under this
Purchase Agreement to purchase, accept delivery of, and pay for the Bonds on the Closing
Date for each respective series of Bonds are subject to the performance by the Agency and the
Authority of their respective obligations hereunder at or prior to the Closing. The Underwriter's
obligations under this Purchase Agreement to purchase and pay for the Bonds shall be subject
to the following additional conditions:
(a) Bring-Down Represenfation. The representations, warranties and
covenants of the Authority and the Agency contained herein shall be true, complete and
correct at the date hereof and at the time of the Closing, as if made on the date of the
Closing.
(b) Executed Agreements and Performance Thereunder. At the time of the
Closing (i) the Agency Documents shall be in full force and effect, and shall not have
been amended, modified or supplemented except with the written consent of the
Underwriter and (ii) there shall be in full force and effect such resolutions of the Agency
and the Authority (the "Resolutions") as, in the opinion of Bond Counsel, shall be
necessary in connection with the transactions contemplated by this Purchase
Agreement, the Official Statement and the Agency Documents.
(c) C/osing Documents. At or prior to the Closing, the Underwriter shall
receive each of the documents identified in Section 9, such documents shall be in full
force and effect and shall not have been amended, modified or supplemented, except as
therein permitted or as may have been agreed to in writing by the Underwriter.
Section 9. Closing Documents. In addition to the other conditions to the
Underwriter's obligations under this Purchase Agreement to purchase and pay for the Bonds, at
or before the Closing of each series of Bonds the Underwriter shall receive each of the following
documents as to each respective series, provided the Underwriter may in its sole discretion
waive one or more of the conditions imposed by this Purchase Agreement for the protection of
the Underwriter and proceed with the Closing.
(a) Bond Counsel Opinion. An approving opinion of Bond Counsel dated the
date of the Closing and substantially in the form appended to the Official Statement,
together with a letter frorn such counsel, dated the date of the Closing and addressed to
the Underwriter, to the effect that the foregoing opinion may be relied upon by the
Underwriter to the same extent as if such opinion were addressed to it.
(b) Supplemental Opinion. A supplemental opinion or opinions of Bond
Counsel addressed to the Undervvriter, in form and substance acceptable to the
Underwriter, and dated the date of the Closing substantially to the following effect:
(i) This Purchase Agreement has been duly authorized, executed
and delivered by the Agency and the Authority, as applicable, and constitute the
valid, legal and binding agreements of the Agency and the Authority, as
applicable, enforceable in accordance with its terms.
(ii) The statements contained in the Official
captions "INTRODUCTION", "THE BONDS", "SECURITY
CONCLUDING INFORMATION — "Tax-Exempt Status
Statement under the
FOR THE BONDS",
of the Bonds" and
:
Appendices B and E, insofar as such statements purport to summarize certain
provisions of the Bonds, the Indenture or federal tax law, accurately summarize
the information presented therein; provided that Bond Counsel need not express
any opinion with respect to any financial or statistical information contained
therein.
(iii) The Agency's obligations under the Indenture are exempt from
registration under the Securities Act of 1933, as amended, and the Indenture is
exempt from qualification pursuant to the Trust Indenture Act of 1939, as
amended.
(c) Agency Counsel Opinion. An opinion of Counsel to the Agency, dated
the date of the Closing and addressed to the Underwriter, in form and substance
acceptable to the Underwriter substantially to the following effect:
(i} The Agency is a duly organized and validly existing public body,
corporate and politic, organized and existing under the Community
Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the
State of California) with full legal right, power and authority to perform all of its
obligations under the Loan Agreement and this Purchase Agreement
(collectively, the "Legal Documents"). The Agency has duly authorized executed
and delivered the Legal Documents and assuming due authorization execution
and delivery by the other parties thereto, as necessary, the Legal Documents
constitute legal, valid and binding agreements of the Agency enforceable against
the Agency in accordance with their terms, except as the enforceability thereof
may be limited by bankruptcy, moratorium, insolvency, equitable remedies and
other laws affecting creditors' rights or remedies.
(ii) To the best of our knowledge, there is no action, suit or
proceeding before or by a court, public board of body pending or threatened
wherein an unfavorable decision, ruling or finding would ( a) affect the creation,
organization existence or powers of the Agency or the titles of its officers to their
respective offices, (b) in any way question or affect the validity or enforceability of
the Legal Documents, or (c) find illegal, invalid or unenforceable the Purchase
Contract or the transactions contemplated thereby, or any other agreement or
instrument related to the issuance of the Bonds to which the Agency is a party.
(iii) The execution and delivery of the Legal Documents and
compliance with the provisions of each thereof, will not conflict with or constitute
a breach of or default under any applicable law or administrative rule or
regulation of the State of California, the United States or any department,
division, agency or instrumentality of either thereof, or any applicable court or
administrative decree or order or any loan agreement, note, resolution, indenture,
contract, agreement or other instrument to which the Agency is a party or is
otherwise subject or bound in a manner which would materially adversely affect
the Agency s performance under the Legal Documents.
(iv) Any approvals, consents, authorizations, elections and orders of
or filings or registrations with any governmental authority, board, agency or
commission having jurisdiction which would constitute a condition precedent to,
the absence of which would materially adversely affect, the performance by the
�
Agency of its obligations under the Legal Documents have been obtained and
are in full force and effect.
(d) Authority Counse/ Opinion. An opinion of Counsel to the Authority, dated
the date of the Closing and addressed to the Underwriter, in form and substance
acceptable to tlie Underwriter substantially to the following effect:
(i) The Agency is a duly organized and validly existing public body,
corporate and politic, organized and existing under the Community
Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the
State of California) with full legal right, power and authority to perform all of its
obligations under the Loan Agreement and this Purchase Contract (collectively,
the "Legal Documents). The Agency has duly authorized executed and delivered
the Legal Documents and assuming due authorization execution and delivery by
the other parties thereto, as necessary, the Legal Documents constitute legal,
valid and binding agreements of the Agency enforceable against the Agency in
accordance with their terms, except as the enforceability thereof may be limited
by bankruptcy, moratorium, insolvency, equitable remedies and other laws
affecting creditors' rights or remedies.
(ii) To the best of our knowledge, there is no action, suit or
proceeding before or by a court, public board of body pending or threatened
wherein an unfavorable decision, ruling or finding would ( a) affect the creation,
organization existence or powers of the Agency or the titles of its officers to their
respective offices, (b) in any way question or affect the validity or enforceability of
the Legal Documents, or (c) find illegal, invalid or unenforceable the Purchase
Contract or the transactions contemplated thereby, or any other agreement or
instrument related to the issuance of the Bonds to which the Agency is a party.
(iii) The execution and delivery of the Legal Documents and
compliance with the provisions of each thereof, will not conflict with or constitute
a breach of or default under any applicable law or administrative rule or
regulation of the State of California, the United States or any department,
division, agency or instrumentality of either thereof, or any applicable court or
administrative decree or order or any loan agreement, note, resolution, indenture,
contract, agreement or other instrument to which the Agency is a party or is
otherwise subject or bound in a manner which would materially adversely affect
the Agency s performance under the Legal Documents.
(iv) Any approvals, consents, authorizations, elections and orders of
or filings or registrations with any governmental authority, board, agency or
commission having jurisdiction which would constitute a condition precedent to,
the absence of which would materially adversely affect, the pertormance by the
Agency of its obligations under the Legal Documents have been obtained and
are in full force and effect.
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(e) Trustee Counse! Opinion. The opinion of counsel to the Trustee, dated
the date of the Closing, addressed to the Underwriter, to the effect that:
(i) The Trustee is a banking corporation, duly organized and validly
existing under the laws of the State of California, having full power to enter into,
accept and administer the trust created under the Indenture.
(ii) The Indenture has been duly authorized, executed and delivered
by the Trustee and the Indenture constitutes the legal, valid and binding
obligation of the Trustee enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws
affecting the enforcement of creditors' rights generally and by the application of
equitabfe principles, if equitable remedies are sought.
(iii) No consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the Trustee that has
not been obtained is or will be required for the execution and delivery of the
Indenture by the Trustee or the consummation by the Trustee of the transactions
contemplated by the Indenture.
(f� The opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Counsel to the Underwriter, dated the Closing date, addressed to
the Agency, and to the Underwriter, to the effect that based upon an examination which
they have made, and without having undertaken to determine independently the
accuracy or completeness of the statements contained in the Official Statement, they
have no reason to believe that the Official Statement (other than financial statements
and other statistical and financial data and information relating to The Depository Trust
Company, New York, New York, and its book-entry system contained therein and
incorporated therein by reference, and information regarding the municipal bond
insurance policy and the issuer thereof, as to which no view need be expressed)
contains any untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(g) Agency Certificafe. A certificate of the Agency, dated the date of the
Closing, signed on behalf of the Agency by the Executive Director or other duly
authorized officer of the Agency to the effect that:
(i) The representations, warranties and covenants of the Agency
contained herein are true and correct in all material respects on and as ofi the
date of the Closing as if made on the date of the Closing and the Agency has
compfied with all of the terms and conditions of this Purchase Agreement
required to be complied with by the Agency at or prior to the date of the Closing.
(ii) No event affecting the Agency, of which the Agency has actual
knowledge, has occurred since the date of the Official Statement which has not
been disclosed therein or in any supplement or amendment thereto which event
should be disclosed in the Official Statement in order to make the statements
therein, in the fight of the circumstances under which they were made, not
misleading.
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(iii) The Agency Documents are in full force and effect and none has
been amended in any respect, except as approved in writing by the Underwriter.
(iv) Except as otherwise disclosed in the Official Statement and to the
best knowledge of such signing officer after due inquiry, there is no litigation,
proceeding, action, suit, or investigation at law or in equity before or by any court,
governmental agency or body, pending and served on the Agency or threatened
against the Agency, challenging the creation, organization or existence of the
Agency, or the validity of the Agency Documents or seeking to restrain or enjoin
the repayment of the Bonds or in any way contesting or affecting the validity of
the Agency Documents or contesting the authority of the Agency to enter into or
perform its obligations under any of the Agency Documents, or under which a
determination adverse to the Agency would have a material adverse effect upon
the financial condition or the revenues of the Agency, or which, in any manner,
questions the right of the Agency to use the Subordinate Tax Revenues for
repayment of the Loan or affects in any manner the right or ability of the Agency
to collect or pledge the Subordinate Tax Revenues.
(h) Authority Certificate. A certificate of the Authority, dated the date of the
Closing, signed on behalf of the Authority by the Executive Director or other duly
authorized officer of the Authority to the effect that:
(i) The Authority is a joint exercise of powers agency, duly organized
and existing under the laws of the State, including the JPA Act.
(ii) The resolution of the Authority approving and authorizing the
execution and delivery of this Purchase Agreement (the "Authority Resolution")
was duly adopted at a meeting of the Authority which was called and held
pursuant to law and with all public notice required by law and at which a quorum
was present and acting throughout and the Authority Resolution is in full force
and effect and has not been modified, amended or rescinded.
(iii) The representations, warranties and covenants of the Authority
contained herein are true and correct in all material respects on and as of the
date of the Closing as if made on the date of the Closing and the Authority has
complied with all of the terms and conditions of this Purchase Agreement
required to be complied with by the Authority at or prior to the date of the Closing.
(iv) There is no litigation, proceeding, action, suit, or investigation at
law or in equity before or by any court, governmental Authority or body, pending
and served on the Authority or, to the best of such signing officer's knowledge
after due inquiry, threatened against the Authority, challenging the creation,
organization or existence of the Authority, or the validity of this Purchase
Agreement or contesting the authority of the Authority to enter into or perForm its
obligations under this Purchase Agreement.
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(i) Trustee's Certificate. A certificate of the Trustee, dated the date of
Closing, in form and substance acceptable to counsel for the Underwriter, to the
following effect:
(i) The Trustee is duly organized and existing as a banking
corporation in good standing under the laws of the State of California, having the
full power and authority to accept the trusts and to enter into and perform its
duties under the Indenture.
(ii) The Trustee is duly authorized to enter into the Indenture.
(iii) Compliance with the provisions on the Trustee's part contained in
the Indenture will not conflict with or constitute a breach of or default under any
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement
or other instrument to which the Trustee is a party or is otherwise subject, or, to
the best knowledge of the Trustee, any material law or administrative regulation
to which the Trustee is subject, as a result of which the Trustee's ability to
perform its obligations under the Indenture would be impaired, nor will any such
compliance result in the creation or imposition of any lien, charge or other
security interest or encumbrance of any nature whatsoever upon any of the
properties or assets held by the Trustee pursuant to the lien created by the
Indenture under the terms of any such law, administrative regulation, judgment,
decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument, except as provided by the Indenture.
(iv) There is no action, suit, proceeding or investigation, at law or in
equity, before or by any court or governmental agency, public board or body that
has been served upon the Trustee or to the best knowledge after due inquiry,
threatened against the Trustee which in the reasonable judgment of the Trustee
would affect the existence of the Trustee or in any way contesting or affecting the
validity or enforceability of the Indenture or contesting the powers of the Trustee
or its authority to enter into and perform its obligation under the Indenture.
(j) A certificate of Rosenow Spevacek Group, Inc., dated the date of Closing,
signed by an authorized representative thereof, to the effect that that the Tax Revenues
coverage test for the issuance of additional bonds secured by Subordinate Tax
Revenues, as required in connection with the Prior Loan Agreements, has been met.
(k) Documents. An original executed copy of each of the Agency
Documents, the Official Statement and a certified copy of each of the Resolutions,
except that it shall be sufficient to provide a copy of the Bonds marked "specimen.
(1) Municipal Bond lnsurance Policy. A copy of the Policy, as duly executed
and delivered by the Insurer.
(m) lnsurer Counsel Opinion. The opinion of counsel to the Insurer, in form
and substance acceptable to the Underwriter.
(n) lnsurer Certificate. A certificate of the Insurer, in form and substance
acceptable to the Underwriter.
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(o) Ratings. Evidence that the Bonds have been rated "AAA" by S&P and
"AAA" by Fitch Ratings.
(p) Fiscal Consultani Consent and Certificate. The consent of Rosenow
Spevacek Group, Inc. to the use of their report entitled "Fiscal Consultant Report" dated
May 26, 2006, in the Preliminary Official Statement and the Official Statement and their
affirmation of the accuracy of the data in the tables in the Official Statement which
reference such fiscal consultant report. �
(q) Additional Documents. Such additional certificates, instruments and other
documents as Bond Counsel, the Agency or the Underwriter may reasonably deem
necessary.
If the Agency or the Authority shal{ be unable to satisfy the conditions contained in this
Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason
permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the
Underwriter nor the Agency or the Authority shall be under further obligation hereunder.
Section 10. Termination Events. The Underwriter has entered into this Purchase
Agreement in refiance upon the representations, warranties and agreements of the Agency and
the Authority contained herein and upon the accuracy of the statements to be contained in the
documents, opinions, and instruments to be delivered at the Closing. Accordingly, the
Underwriter's obligations under this Purchase Agreement to purchase, accept delivery of, and
pay for the Bonds on the Closing Date for each respective series of Bonds is subject to the
perFormance by the Agency and the Authority of their respective obligations hereunder at or
prior to the Closing. The Underwriter shall have the right to terminate this Purchase Agreement,
without liability therefor, by notification to the Agency and the Authority if at any time between
the date hereof and prior to the C{osing:
(a) any
Official Statement
Statement to state
Statement, in the
misleading; or
event shall occur which causes any statement contained in the
to be materially misleading or results in a failure of the Official
a material fact necessary to make the statements in the Official
light of the circumstances under which they were made, not
(b) the marketability of the Bonds or the market price thereof, in the
reasonable opinion of the Underwriter, has been materially adversely affected by an
amendment to the Constitution of the United States or by any legislation in or by the
Congress of the United States or by the State, or the amendment of legislation pending
as of the date of this Purchase Agreement in the Congress of the United States, or the
recommendation to Congress or endorsement for passage (by press release, other form
of notice or otherwise) of legislation by the President of the United States, the Treasury
Department of the United States, the Internal Revenue Service or the Chairman or
ranking minority member of the Committee on Finance of the United States Senate or
the Committee on Ways and Means of the United States House of Representatives, or
the proposal for consideration of legislation by either such Committee or by any member
thereof, or the presentment of legislation for consideration as an option by either such
Committee, or by the staff of the Joint Committee on Taxation of the Congress of the
United States, or the favorable reporting for passage of legislation to either House of the
Congress of the United States by a Committee of such House to which such legislation
has been referred for consideration, or any decision of any federal or State court or any
-14-
ruling or regulation (final, temporary or proposed) or official statement on behaif of the
United States Treasury Department, the Internal Revenue Service or other federal or
State authority materially adversely affecting the federal or State tax status of the
Agency, �r the interest on bonds or notes or obligations of the general character of the
Bonds; or
(c) any legislation, ordinance, rule or regulation shall be introduced in, or be
enacted by any governmental body, department or agency of the State, or a decision by
any court of competent jurisdiction within the State or any court of the United States shall
be rendered which, in the reasonable opinion of the Underwriter, materially adversely
affects the market price of the Bonds; or
(d) legislation shafl be enacted by the Congress of the United States, or a
decision by a court of the United States shall be rendered, or a stop order, ruling,
regulation or official statement by, or on behalf of, the Securities and Exchange
Commission or any other governmental agency having jurisdiction of the subject matter
shall be issued or made to the effect that the issuance, offering or sale of obligations of
the general character of the Bonds, or the issuance, offering or sale of the Bonds,
including all underlying obligations, as contemplated hereby or by the Official Statement,
is in violation or would be in violation of, or that obligations of the general character of
the Bonds, or the Bonds, are not exempt from registration under, any provision of the
federal securities laws, including the Securities Act of 1933, as amended and as then in
effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939,
as amended and as then in effect; or
(e) additional material restrictions including without limitation those relating to
the extension of credit by, or the charge to the net capital requirements of, not in force as
of the date hereof shalf have been imposed upon trading in securities generally by any
governmental authority or by any nationa{ securities exchange which restrictions
materially adversely affect the Underwriter's ability to trade the Bonds; or
(fj a general banking moratorium shall have been established by federal or
State authorities; or
(g) the United States has become engaged in hostilities which have resulted
in a declaration of war or a national emergency or there has occurred any other outbreak
of hostilities or a national or international calamity or crisis, or there has occurred any
escalation of existing hostilities, calamity or crisis, financial or otherwise, the effect of
which on the financial markets of the United States being such as, in the reasonable
opinion of the Underwriter, would affect materially and adversely the ability of the
Underwriter to market the Bonds or enforce contracts for sale of the Bonds; or
(h) any rating of the Bonds shall have been downgraded, suspended or
withdrawn by a national rating service, which, in the Underwriter's reasonable opinion,
materially adversely affects the marketability or market price of the Bonds; or
(i) the commencement of any action, suit or proceeding described in
Section 6(1) hereof which, in the reasonable judgment of the Underwriter, materially
adversely affacts the market price of the Bonds; or
-15-
(j) there shall be in force a general suspension of trading on the New York
Stock Exchange, or minimum or maximum prices for trading shall have been fixed and
be in force, or maximum ranges for prices for securities shall have been required and be
in force on the New York Stock Exchange, whether by virtue of determination by that
Exchange or by order of the Securities and Exchange Commission of the United States
or any other governmental authority having jurisdiction; or
(k) there shall have been any materially adverse change in the affairs of the
Authority or the Agency which in the Underwriter's reasonable judgment materially
adversely affects the market for the Bonds.
Section 11. Expenses. Subject to the immediately follawing paragraph, the
Underwriter shall be under no obligation to pay and the Agency shall pay or cause to be paid
the expenses incident to the performance of the obfigations of the Agency and the Authority
hereunder including but not limited to (a) the costs of the preparation and printing, or other
reproduction (for distribution on or prior to the date hereof) of the Agency Documents and the
cost of preparing, printing, issuing and delivering the definitive Bonds, (b) the fees and
disbursements of any counsel, financial advisors, accountants or other experts or consultants
retained by the Agency; (c) the fees and disbursements of Bond Counsel; (d) the cost of printing
the Preliminary Official Statement and any supplements and amendments thereto and the cost
of printing the Official Statement, incfuding the requisite number of copies thereof for distribution
by the Underwriter; (e) charges of rating agencies for the rating of the Bonds; (f) the premium
payable to the Insurer in consideration of the issuance by the Insurer of the Policy; and (g) the
fees and disbursements of the Trustee, including but not limited to, fee and disbursements af its
counsel, travel and other expenses.
The Underwriter shall pay all expenses incurred by it in connection with the public
offering and distribution of the Bonds, travel, and miscellaneous fees of the California Debt and
Investment Advisory Commission, the fees of Underwriter's counsel and the CUSIP Service
Bureau charge for the assignment of CUSIP numbers to the Bonds. Such amounts will be billed
separately by the Underwriter and will be payable frorn the proceeds of the Bonds.
Section 12. Notice. Any notice or other communication to be given to the Agency
and the Authority under this Purchase Agreement may be given by delivering the same in
writing to such entity at the address set forth above. Any notice or other communication to be
given to the Underwriter under this Purchase Agreement may be given by de{ivering the same in
writing to:
Citigroup Global Markets Inc.
350 California Street, 21St Floor
San Francisco, Califarnia 94104
Section 13. Entire Agreement. This Purchase Agreement, when accepted by the
Agency and the Authority, shall constitute the entire agreement between the Agency, the
Authority and the Underwriter and is made solely for the benefit of the Agency, the Authority and
the Underwriter (including the successors or assigns of any Underwriter). No other person shall
acquire or have any right hereunder by virtue hereof, except as provided herein. All the
Agency's and the Authority's representations, warranties and covenants in this Purchase
Agreement shall remain operative and in full force and effect, regardless of any investigation
made by or on behalf of the Underwriter.
-16-
Section 14. Counterparts. This Purchase Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and delivered shali be
an originai, but all such counterparts shail together constitute but one and the same instrument.
Section 15. Severability. In case any one or more of the provisions contained herein
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
iNegality or unenforceability shall not affect any other provision hereof.
Section 16. State of California Law Governs. The validity, interpretation and
performance of this Purchase Agreement shall be governed by the laws of the State.
-17-
Section 17. No Assignment. The rights and obligations created by this Purchase
Agreement shall not be subject to assignment by the Underwriter, the Authority or the Agency
without the prior written consent of the other parties hereto.
Accepted as of the date first stated above:
CITIGROUP GLOBAL MARKETS INC.
By:
Vice President
PALM DESERT FINANCING AUTHORITY
By:
Chief Administrative Officer
PALM DESERT REDEVELOPMENT AGENCY
By:
Executive Director
-18-
APPENDIX A
MATURITY SCHEDULE
Maturity Date
A ril 1
Current Interest Bonds
Principal Interest
Amount Rate
Capital Appreciation Bonds
Initial Approximate Reoffering
Maturitv Date Princiqal Amount Yie1d To Maturitv
Yield
Matu rity
Value
A-1
APPENDIX B
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents to Citigroup Global Markets Inc. (the
"Underwriter") that he is a duly appointed and acting officer of the Palm Desert Redevelopment
Agency (the "Agency"), and as such is to execute and deliver this Certificate and further hereby
certify and reconfirm on behaif of the Agency to the Underwriter as follows:
(1) This Certificate is delivered to enable the Underwriter to comply with
Securities and Exchange Commission Rule 15c2- 12 under the Securities Exchange Act
of 1934 (the "Rule") in connection with the offering and sale of the Palm Desert
Financing Authority, Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As
Amended) 2006 Series A (the "Bonds").
(2) In connection with the offering and sale of the Bonds, there has been
prepared a Preliminary Official Statement, setting forth information concerning the Bonds
and the issuer ofi the Bonds (the "Preliminary Official Statement").
(3) As used herein, "Permitted Omissions" shall mean the offering price(s),
interest rate(s), selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings and other terms of the Bonds depending on such
matters and the identity of the underwriter(s), all with respect to the Bonds.
(4) The Preliminary Official Statement is, except for the Permitted Omissions,
deemed final within the meaning of the Rule and has been, and the information therein is
accurate and complete except for the Permitted Omissions.
(5) If, at any time prior to the execution of the final contract of purchase, the
Agency gains actual knowledge of the occurrence of any event as a result of which the
Preliminary Official Statement might include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in tight of the
circumstances under which they were made, not mis{eading, the Agency shall promptly
notify the underwriter thereof.
Dated: , 2006.
PALM DESERT REDEVELOPMENT
AGENCY
By:
:
Executive Director
�
ESCROW AGREEMENT
(PROJECT AREA NO. 2)
by and among
PALM DESERT FINANCING AUTHORITY
and
PALM DESERT REDEVELOPMENT AGENCY
and
WELLS, FARGO BANK, N.A.
as Escrow Agent
Dated as of May 1, 2006
Relating to the Refunding of
Palm Desert Financing Authority
Tax Allocation Refunding Revenue Bonds
(Project Area No. 2)
Series 1995
P6402.1055\882127.1 RWG DRAFT: 3/28/2006
TABLE OF CONTENTS
Pa�e
Section1. Definitions ......................................................................................................................2
Section 2. Appointment of Escrow Agent ......................................................................................2
Section3. Escrow Fund ..................................................................................................................3
Section 4. Deposit to Escrow Fund .................................................................................................3
Section 5. Investment of Escrow Fund ...........................................................................................3
Section 6. Reinvestment; Payment of Refunding Requirements ....................................................4
Section7. Verification ....................................................................................................................4
Section 8. Compliance with Agreement .........................................................................................4
Section9. Tax Covenant .................................................................................................................4
Section10. Notices .........................................................................................................................4
Section 11. Defeasance of Prior Bonds ...........................................................................................5
Section12. Nature of Lien ..............................................................................................................5
Section13. Amendments ................................................................................................................5
Section 14. Compensation of Escrow Agent ..................................................................................6
Section 15. Resignation or Removal of Escrow Agent; Appointment of Successor ......................6
Section 16. Limitation of Powers and Duties .................................................................................7
Section17. Indemnification ............................................................................................................7
Section18. Limitation of Liability ..................................................................................................8
Section19. Termination ..................................................................................................................9
Section20. Governing Law ............................................................................................................9
Section21. Severability ..................................................................................................................9
Section22. Counterparts .................................................................................................................9
SCHEDULE A
SCHEDULE B
EXHIBIT A
REFUNDING REQUIREMENTS
ESCROW SECURITIES
FORM OF DEFEASANCE NOTICE
P6402.1055\882127.1
ESCROW AGREEMENT
(Project Area No. 2)
This Escrow Agreement (Project Area No. 2) (this "Agreement") is made and
entered into as of May 1, 2006, by and among the Palm Desert Financing Authority, a joint
powers authority duly organized and existing pursuant to the laws of the State of California (the
"Authority"), the Palm Desert Redevelopment Agency, a public body corporate and politic
organized and existing pursuant to the laws of the State of California (the "Agency"), and Wells
Fargo Bank, N.A., a national banking association duly organized and existing under the laws of
the United States of America, as Escrow Agent (together with any successors and assigns, the
"Escrow Agent").
RECITALS:
A. The Authority has heretofore issued its Palm Desert Financing Authority
Tax Allocation Revenue Bonds (Project Area No. 2), Series 1995, of which $3,870,000 in
principal amount remain outstanding (the "Prior Bonds"), pursuant to the Indenture of Trust,
dated as of June 1, 1995 (the "Prior Indenture"), by and between the Authority and Bank of
America National Trust and Savings Association, as succeeded by Wells Fargo Trust, as trustee
(the "Prior Bonds Trustee").
B. The Prior Bonds were secured by revenues consisting of amounts payable
to the Authority by the Agency with respect to a loan (the "Prior Loan") pursuant to the Loan
Agreement (Project Area No. 2), dated as of June 1, 1995 (the "Prior Loan Agreement"), by and
among the Agency, the Authority and the Prior Bonds Trustee.
C. The Agency and the Authority have determined that, by refunding the
Prior Bonds, costs to the Agency and the Authority will be reduced.
D. The Authority has determined to issue its Tax Allocation Refunding
Revenue Bonds (Project Area No. 2) 2006 Series A(the "Series 2006A Bonds"), pursuant to the
Indenture of Trust, dated as of even date herewith (the "2006 Indenture"), by and between the
Authority and Wells Fargo Bank, N.A., as trustee (together with any successors and assigns, the
"2006 Trustee").
E. Proceeds of the Series 2006A Bonds will be used to make a loan (the
"Series 2006A Loan") to the Agency pursuant to the Loan Agreement, dated as of event date
herewith (the "2006 Loan AgreemenY') (the "2006 Loan AgreemenY'), by and among the
Agency, the Authority and the 2006 Trustee.
F. Pursuant to the 2006 Loan Agreement, a portion of the proceeds derived
from the Series 2006A Loan will be deposited in escrow with the Escrow Agent and applied to
the purchase of noncallable direct obligations of, or noncallable obligations guaranteed by, the
United States of America.
P6402.1055\882127.1
G. In accordance with the Prior Indenture, if the Authority will pay or cause
to be paid, or will have made provisions to pay, or there will have been set aside in trust funds to
pay, to the holders of Prior Bonds, the principal and interest and premium, if any, to become due
thereon, then with respect to such Prior Bonds the lien of the Prior Indenture will thereupon
cease, terminate and become void and be discharged and satisfied.
H. In order to provide for the proper and timely application of the moneys
deposited in said escrow to the payment of the Prior Bonds, it is necessary to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
Section 1. Definitions. Unless the context clearly requires otherwise, capitalized
terms used in this Agreement shall have the meanings ascribed to them in the introductory
paragraph and the Recitals hereof. In addition, as used herein, the following terms shall have the
following meanings:
"Code" means the Internal Revenue Code oi 1986, as amended.
"Escrow Fund" means the Escrow Fund established and held by the Escrow
Agent pursuant to Section 3.
"Escrow Securities" means the Investment Securities set forth in Schedule B
hereto.
"Investment Securities" means noncallable direct obligations of the United States
of America, or bonds or other obligations which are noncallable and for which the full faith and
credit of the United States of America are pledged for the payment of principal and interest, to
mature or be withdrawable, as the case may be, not later than the time when needed for the
payment or redemption of the Prior Bonds in order to discharge the pledge and lien securing the
Prior Bonds.
"Refundin� Reauirements" means an amount sufficient to pay all installments of,
principal, interest and the redemption premium of the Prior Bonds on their earliest available
optional redemption date, as set forth in Schedule A attached hereto.
Section 2. Apnointment of Escrow A�ent. The Authority and the Agency hereby
appoint Wells Fargo Bank, N.A. as Escrow Agent under this Agreement for the benefit of the
holders of the Prior Bonds. The Escrow Agent hereby accepts the duties and obligations of
Escrow Agent under this Agreement and agrees that the irrevocable instructions to the Escrow
Agent herein provided are in a form satisfactory to it. The applicable and necessary provisions
of the Prior Indenture, including particularly redemption provisions set forth in Article II thereof,
are incorporated herein by reference. Reference herein to, or citation herein of, any provisions of
the Prior Indenture shall be deemed to incorporate the same as a part hereof in the same manner
and with the same effect as if the same were fully set forth herein.
P6402.1055\882127.1
2
Section 3. Escrow Fund. There is hereby created and established with the
Escrow Agent a special and irrevocable trust fund designated the "Escrow Fund" (the "Escrow
Fund") to be held by the Escrow Agent separate and apart from all other funds of the Agency,
the Authority or the Escrow Agent and used only for the purposes and in the manner provided in
this Agreement.
Section 4. Denosit to Escrow Fund. Upon the issuance of the Series 2006A
Bonds, the Authority and the Agency shall cause a portion of the sale proceeds of the Series
2006A Bonds, in the amount of $ , to be transferred to the Escrow Agent, for deposit
in the Escrow Fund. Moneys on deposit in the Escrow Fund shall be held in irrevocable trust by
the Escrow Agent and applied solely as provided in this Escrow Agreement.
Section 5. Investment of Escrow Fund. The Escrow Agent, upon receipt of the
moneys described in Section 4, shall immediately to invest $ of such moneys in the
Escrow Securities, to deposit such Escrow Securities in the Escrow Fund and to deposit the
remaining $ in the Escrow Fund to hold uninvested. The Escrow Agent is hereby
authorized and empowered to deposit uninvested monies held hereunder from time to time in
demand deposit accounts, without payment for interest thereon as provided hereunder,
established at commercial banks that are corporate affiliates of the Escrow Agent.
Notwithstanding the foregoing or any other provision of this Agreement to the
contrary, at the written request of the Agency and upon compliance with the conditions
hereinafter set forth, the Escrow Agent shall have the power to sell, transfer, request the
redemption of or otherwise dispose of some or all of the Escrow Securities in the Escrow Fund
and to substitute Investment Securities. The foregoing may be effected only if: (a) the
substitution of Investment Securities for the substituted Escrow Securities occurs simultaneously;
(b) the amounts of and dates on which the anticipated transfers from the Escrow Fund to the
Prior Bonds Trustee for the payment of the principal of, premium and/or interest on the Prior
Bonds will not be diminished or postponed thereby, as shown in the certification (described
below) of an independent certified public accountant; (c) the Escrow Agent shall receive the
unqualified opinion of nationally recognized bond counsel to the effect that (i) such disposition
and substitution would not cause any of the Prior Bonds or the Series 2006A Bonds to be an
"arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder
in effect on the date of such disposition and substitution and applicable to obligations issued on
the respective issue dates of the Prior Bonds and the Series 2006A Bonds, such disposition or
substitution would not be inconsistent with the tax covenants of the Authority and the Agency
contained in the 2006 Indenture and the 2006 Loan Agreement and that the conditions of this
Section as to the disposition and substitution have been satisfied and (ii) the Agency has the right
and power to effect such disposition and substitution; and (d) the Escrow Agent shall receive
from an independent certified public accountant a certification that, immediately after such
transaction, the principal of and interest on the Investment Securities in the Escrow Fund will,
together with other moneys available for such purpose, be sufficient to pay the Refunding
Requirements. Any cash received from the disposition and substitution of Escrow Securities
pursuant to this Section to the extent that, as shown in such certification, such cash will not be
P6402.10551882127.1
3
required, in accordance with the Prior Indenture and this Agreement, at any time for the payment
when due as provided in Section 6, shall be transferred to the Agency.
Section 6. Reinvestment; Pavment of Refunding Requirements. As the principal
of the Escrow Securities shall mature and be paid, and the investment income and earnings
thereon are paid, the Escrow Agent shall reinvest such moneys in accordance with the written
instructions of the Agency. On the redemption date of the Prior Bonds as set forth Schedule A,
the Escrow Agent shall transfer an amount sufficient to pay the Refunding Requirements from
the Escrow Fund to the Prior Bonds Trustee. Such amounts shall be applied by the Prior Bonds
Trustee to the payment of the Refunding Requirements for the equal and ratable benefit of the
holders of the Prior Bonds.
Section 7. Verification. The Agency has caused schedules to be prepared relating
to the sufficiency of the anticipated receipts from the Escrow Securities to pay the Refunding
Requirements. The Agency shall furnish the Escrow Agent with the report of Grant Thornton
LLP, verifying the mathematical accuracy of the computations contained in such schedules.
Section 8. Compliance with A�reement and Prior Indenture. The Authority and
the Agency hereby direct, and the Escrow Agent, in its capacities as escrow agent hereunder and
as the Prior Bonds Trustee, hereby agrees that the Escrow Agent will take all the actions required
to be taken by it hereunder, including the timely transfer of moneys for the pay for the principal,
interest and redemption premium with respect to the Prior Bonds, in order to effectuate this
Agreement. The liability of the Escrow Agent for the payment of the Refunding Requirements,
pursuant to this Section and, in its capacity as Prior Bonds Trustee, the Prior Indenture, shall be
limited to the application, in accordance with this Agreement, of moneys and the Escrow
Securities in the Escrow Fund (including interest earnings thereon, if any) available for the
purposes of and in accordance with this Agreement.
Section 9. Tax Covenant. Notwithstanding any other provision of this
Agreement, the Authority and the Agency hereby covenant that no part of the proceeds of the
Series 2006A Loan or of the moneys or funds held by the Escrow Agent hereunder shall be used,
and that it shall not direct the Escrow Agent to use any of such moneys or funds at any time,
directly or indirectly, in a manner that would cause any of the Series 2006A Bonds to be an
"arbitrage bond" under Section 148 of the Code and the regulations of the Treasury Department
thereunder proposed or in effect at the time of such use and applicable to obligations issued on
the date of issuance of the Series 2006A Bonds. None of the Authority, the Agency nor the
Escrow Agent shall, except as pertnitted by Sections 5 and 6, sell, transfer or otherwise dispose
of the Escrow Securities, except that the Escrow Agent may effectuate the transfer of such
Escrow Securities to a successor escrow agent in accordance with the provisions of Section 15
relating to the transfer of rights and property to successor escrow agents.
Section 10. Notices. The Authority hereby instructs the Escrow Agent, in its
capacity as the Prior Bonds Trustee, to mail to the registered owners of the Prior Bonds, as soon
as practicable upon receipt of the deposit of moneys in the Escrow Fund pursuant to Section 4, a
notice substantially in the form set forth in Exhibit A attached hereto. The Authority also hereby
P6402. J 055\882127.1
4
instructs the Escrow Agent, in its capacity as the Prior Bonds Trustee, to send redemption
notices, at least 30 days but no more than 60 days before the redemption date set forth in
Schedule A, to the registered owners of the Prior Bonds, the Securities Depositories and to one
or more Information Services (as defined in the Prior Indenture) in the form and manner
prescribed by Section 2.02(e) of the Prior Indenture. The Escrow Agent shall provide copies of
the notices described in this Section 10 the MBIA Insurance Corporation, the insurer of Prior
Bonds.
Section 11. Defeasance of Prior Bonds. The Agency and the Authority represent
and agree that, concurrently with the initial deposit of the Escrow Securities pursuant to Section
5, (i) the Prior Bonds will no longer be deemed to be outstanding and unpaid within the meaning
and with the effect expressed in the Prior Indenture, and (ii) the Prior Loan will no longer be
deemed to be outstanding and unpaid within the meaning and with the effect expressed in the
Prior Loan Agreement.
Section 12. Nature of Lien. The trust hereby created shall be irrevocable and the
holders of the Prior Bonds shall have an express lien on all moneys and Escrow Securities in the
Escrow Fund, including the interest earnings thereon, until paid out, used and applied in
accordance with this Agreement.
Section 13. Amendments. This Agreement is made pursuant to and in
furtherance of the Prior Indenture and the 2006 Loan Agreement and for the benefit of the
Agency, the Authority and the holders from time to time of the Prior Bonds and it shall not be
repealed, revoked, altered, amended or supplemented without the written consent of all such
holders and the written consent of the Escrow Agent, the Authority and the Agency; provided,
however, that the Agency, the Authority and the Escrow Agent may, without the consent of, or
notice to, such holders, enter into such agreement supplemental to this Agreement as shall not
materially adversely affect the rights of such holders and as shall not be inconsistent with the
terms and provisions of this Agreement, for any one or more of the following purposes:
(a) To cure any ambiguity or formal defect or omission in this Agreement;
(b) To grant to, or confer upon, the Escrow Agent for the benefit of the
holders of the Prior Bonds, any additional rights, remedies, powers or authority that may
lawfully be granted to, or conferred upon, such holders or the Escrow Agent;
(c) To transfer to the Escrow Agent and make subj ect to this Agreement
additional funds, securities or properties;
(d) To conform the Escrow Agreement to the provisions of any law or
regulations governing the tax-exempt status of the Prior Bonds and the Series 2006A Bonds in
order maintain their tax-exempt status; and
(e) To make any other change determined by the Authority and the Agency to
be not materially adverse to the holders of the Prior Bonds.
P6402.1055\882127.1
The Escrow Agent shall be entitled to rely exclusively upon an unqualified
opinion of nationally recognized bond counsel with respect to compliance with this Section,
including the extent, if any, to which any change, modification or addition affects the rights of
the holders of the Prior Bonds, or that any instrument executed hereunder complies with the
conditions and provisions of this Section.
Section 14. Combensation of Escrow Agent. In consideration of the services
rendered by the Escrow Agent under this Agreement, the Agency agrees to and shall pay to the
Escrow Agent its proper fees and expenses in accordance with the agreement therefor reached by
the Escrow Agent and the Agency, including all reasonable expenses, charges, counsel fees and
other disbursements incurred by it or by its attorneys, agents and employees in and about the
performance of their powers and duties hereunder, from any moneys of the Agency lawfully
available therefor and the Escrow Agent shall have no lien whatsoever upon any of the moneys
or Escrow Securities in the Escrow Fund for the payment of such proper fees and expenses.
Section 15. Resi�nation or Removal of Escrow A�ent; Anpointment of
Successor. The Escrow Agent at the time acting hereunder may at any time resign and be
discharged from the trusts hereby created by giving written notice to the Agency, the Authority
and the Prior Bonds Trustee (if different from the Escrow Agent) specifying the date when such
resignation will take effect, but no such resignation shall take effect unless a successor Escrow
Agent shall have been appointed by the holders of the Prior Bonds or by the Agency as
hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in
which event such resignation shall take effect immediately upon the appointment and acceptance
of a successor Escrow Agent. The Escrow Agent may be removed at any time by an instrument
or concurrent instruments in writing, delivered to the Escrow Agent and to the Agency and the
Authority and signed by the registered holders of a majority in principal amount of each series of
the Prior Bonds. The Escrow Agent may also be removed at any time by the Agency with not
less than 30 days' written notice to the Escrow Agent, the Authority, the Prior Bonds Trustee (if
different from the Escrow Agent) and the registered holders of the Prior Bonds.
In the event the Escrow Agent hereunder shall resign or be removed, or be
dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable
of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public
officer or officers, or of a receiver appointed by a court, a successor Escrow Agent may be
appointed by the holders of a majority in principal amount of the Prior Bonds, by an instrument
or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly
authorized in writing; provided, nevertheless, that in any such event, the Agency shall appoint a
temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed
by the holders of a majority in principal amount of each series of the Prior Bonds, and any such
temporary Escrow Agent so appointed by the Agency shall immediately and without further act
be superseded by the Escrow Agent so appointed by such holders. The Agency shall give
written notice of any such appointment made by it to the Authority and the Prior Bonds Trustee.
In the event that no appointment of a successor Escrow Agent or a temporary
P6402.1055\882127.1
0
�
successor Escrow Agent shall have been made by such holders or the Agency pursuant to the
foregoing provisions of this Section within 60 days after written notice of the removal or
resignation of the Escrow Agent has been given to the Agency, the holder of any of the Prior
Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the
appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if
any, as it shall deem proper, appoint a successor Escrow Agent.
No successor Escrow Agent shall be appointed unless such successor Escrow
Agent shall be a corporation with trust powers organized under the banking laws of the United
States or any state, and shall have at the time of appointment capital and surplus of not less than
$75,000,000.
Every successor Escrow Agent appointed hereunder shall execute, acknowledge
and deliver to its predecessor and to the Agency, an instrument in writing accepting such
appointment hereunder and thereupc�n such successor Escrow Agent without any further act,
deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts,
duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written
request of such successor Escrow Agent or the Agency execute and deliver an instrument
transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts
of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities
and moneys held by it to its successor. Should any transfer, assignment or instrument in writing
from the Agency be required by any successor Escrow Agent for more fully and certainly vesting
in such successor Escrow Agent the estates; rights, powers and duties hereby vested or intended
to be vested in the predecessor Escrow Agent, any such transfer, assignment and instrument in
writing shall, on request, be executed, acknowledged and delivered by the Agency.
Any entity into which the Escrow Agent, or any successor to it in the trusts
created by this Agreement, may be merged or converted or with which it or any successor to it
may be consolidated, or any entity resulting from any merger, conversion, consolidation or tax-
free reorganization to which the Escrow Agent or any successor to it shall be a party, shall, if it
meets the qualifications set forth in the fifth paragraph of this Section, and if it is otherwise
satisfactory to the Agency, be the successor Escrow Agent under this Agreement without the
execution or filing of any paper or any other act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
Section 16. Limitation of Powers and Duties. The Escrow Agent shall have no
power or duty to invest any funds held under this Agreement except as provided in Sections 5
and 6. The Escrow Agent shall have no power or duty to transfer or otherwise dispose of the
moneys held hereunder except as provided in this Agreement.
Section 17. Indemnification. To the extent permitted by law, the Agency hereby
assumes liability for, and hereby agrees (whether or not any of the transactions contemplated
hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Agent and
its respective successors, assigns, agents, employees and servants, from and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and
P6402.1055\882127.1
7
disbursements (including reasonable legal fees and disbursements) of whatsoever kind and
nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any time
(whether or not also indemnified against the same by the Agency or any other person under any
other agreement or instrument, but without double indemnity) in any way relating to or arising
out of the execution, delivery and performance of this Agreement, the establishment hereunder
of the Escrow Fund, the acceptance of the funds and securities deposited therein, the purchase of
any securities to be purchased pursuant thereto, the retention of such securities or the proceeds
thereof and any payment, transfer or other application of moneys or securities by the Escrow
Agent in accordance with the provisions of this Agreement; provided, however, that the Agency
shall not be required to indemnify the Escrow Agent against the Escrow Agent's own negligence
or willful misconduct or the negligence or willful misconduct of the Escrow Agent's employees.
In no event shall the Authority, the Agency or the Escrow Agent be liable to any person by
reason of the transactions contemplated hereby other than as set forth in this Section. The
indemnities contained in this Section shall survive the termination of this Agreement and
removal or resignation of the Escrow Agent.
Section 18. Limitation of Liabilitv. The Escrow Agent and its respective
successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in
tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the
establishment of the Escrow Fund, the acceptance of the moneys or any securities deposited
therein, the purchase of the securities to be purchased pursuant hereto, the retention of such
securities or the proceeds thereof, the sufficiency of the securities or any uninvested moneys held
hereunder to accomplish the payment and redemption of the Prior Bonds, or any payrnent,
transfer or other application of moneys or securities by the Escrow Agent in accordance with the
provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or
non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The
recitals of fact contained in the Recitals of this Agreement shall be taken as the statements of the
Agency or the Authority, and the Escrow Agent assumes no responsibility for the correctness
thereof. The Escrow Agent makes no representation as to the sufficiency of the securities to be
purchased pursuant hereto and any uninvested moneys to accomplish the payment and
redemption of the Prior Bonds pursuant to the Prior Indenture or to the validity of this
Agreement as to the Agency or the Authority and, except as otherwise provided herein, the
Escrow Agent shall incur no liability in respect thereof. The Escrow Agent shall not be liable in
connection with the performance of its duties under this Agreement except for its own
negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent
shall be determined by the express provisions of this Agreement. The Escrow Agent may
consult with counsel, who may or may not be counsel to the Agency, and in reliance upon the
written opinion or advice of such counsel shall have full authorization and protection in respect
of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever
the Escrow Agent shall deem it necessary or desirable that a matter be proved or established
prior to taking, suffering, or omitting any action under this Agreement, such matter (except the
matters set forth herein as specifically requiring a certificate of a nationally recognized firm of
independent certified public accountants or an opinion of nationally recognized bond counsel)
may be deemed to be conclusively established by a written certification of the Agency or the
Authority, as applicable. Whenever the Escrow Agent shall deem it necessary or desirable that a
P6402.10551882127.1
.
.�
matter specifically requiring a certificate of a nationally recognized firm of independent certified
public accountants or an opinion of nationally recognized bond counsel be proved or established
prior to taking, suffering, or omitting any such action, such matter may be established only by
such a certificate or such an opinion. No provision of this Agreement shall require the Escrow
Agent to expend or risk its own funds or otherwise incur any financial liability in the
performance or exercise of any of its duties in accordance with this Agreement, or in the exercise
of its rights or powers.
Section 19. Termination. This Agreement shall terminate when moneys have
been transferred pursuant to Section 6 to the Prior Bonds Trustee sufficient to pay all Prior
Bonds. Upon such termination, all moneys remaining in the Escrow Fund after payment of any
amounts due the Escrow Agent hereunder shall be released to the Agency.
Section 20. Governin� Law. This Agreement shall be governed by the law of the
State of California.
Section 21. Severabilitv. If any one or more of the covenants or agreements
provided in this Agreement on the part of the Agency, the Authority or the Escrow Agent to be
performed should be determined by a court of competent jurisdiction to be contrary to law, such
covenant or agreement shall be deemed and construed to be severable from the remaining
covenants and agreements herein contained and shall in no way affect the validity of the
remaining provisions of this Agreement.
All the covenants, promises and agreements in this Agreement contained by or on
behalf of the Agency, the Authority or the Escrow Agent shall bind and inure to the benefit of
their respective successors and assigns, whether so expressed or not.
Section 22. Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
P6402.1055\882127.1
9
(Escrow Deposit and Trust Agreen2ent)
IN WITNESS WHEREOF, the parties hereto have each caused this Ageement to
be executed by their duly authorized officers and appointed or elected officials as of the date first
written above.
PALM DESERT FINANCING AUTHORITY
:
Chief Administrative Officer
PALM DESERT REDEVELOPMENT AGENCY
:
P6402.1055\882127.1
Executive Director
WELLS FARGO BANK, N.A., as Escrow Agent
:
10
Authorized Officer
SCHEDULE A
Redemption
Date
REFUNDING REQUIREMENTS
Redemption
Principal Interest Premium
August 1, 2006 $3,870,000 $
�
* Consists of the following Prior Bonds to be paid or optionally redeemed on August l, 2006:
Maturity
Date Interest
(August 11 Principal Rate
2024 $ 80,000** 5.950%
2024 2,410,000 5.950
2025 1380.000 6.250
$3,870,000
** scheduled 2006 mandatory sinking fund redemption
Redemption
Price
100%
101
101
Escrow
Reauirement
E�
P6402.1055\882127.1
Schedule A-1
SCHEDULE B
P6402.1055\882127.1
ESCROW SECURITIES
Schedule B-1
�
EXHIBIT A
[FORM OF DEFEASANCE NOTICE]
PALM DESERT FiNANC1NG AUTHORITY
Notice to the Holders of
Palm Desert Financing Authority
Tax Allocation Refunding Revenue Bonds
(Project Area No. 2)
Series 1995
CUSIP No.
NOTICE IS HEREBY GIVEN on behalf of the Palm Desert Financing Authority
(the "Authority"), that pursuant to Section 10.03 of the Indenture of Trust, dated as of June 1,
1995 (the "Indenture"), pertaining to the above-captioned Bonds, the lien of such Indenture has
been discharged through the irrevocable deposit in escrow of cash and Federal Securities.
DATED this _ day of , 2006
P6402.1055\882127.1
WELLS FARGO BANK, N.A., as Escrow Agent
Exhibit A
Indenture of Tnzst
$
Palm Desert Financing Authority
Subordinate Tax Allocation
Refunding Revenue Bonds
(Proj ect Area No. 2)
2006 Series A
with reference to
Palm Desert Financing Authority
Subordinate Tax Allocation Revenue
Capital Appreciation Bonds
(Project Area No. 2)
2006 Series B
P6402.1055\872531.5 RWG DRAFT: 4/12/2006
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL
SECURITY.........................................................................................................................2
Section1.01. Definitions .................................................................................................. 2
Section 1.02. Rules of Construction .................................................................................. 9
Section 1.03. Authorization and Purpose of Bonds ........................................................... 9
Section1.04. Equal Security .............................................................................................. 9
ARTICLEII ISSUANCE OP BONDS ...................................................................................................10
Section2.01. Designation ................................................................................................ 10
Section2.02. Terms of Bonds .......................................................................................... 10
Section 2.03. Redemption of Bonds ................................................................................ 11
Section2.04. Form of Bonds ........................................................................................... 14
Section 2.05. Execution of Bonds .................................................................................... 14
Section 2.06. Transfer of Bonds ...................................................................................... 14
Section 2.07. Exchange of Bonds .................................................................................... 15
Section 2.08. Temporary Bonds ....................................................................................... 15
Section 2.09. Registration Books ..................................................................................... 15
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stalen ............................................... 15
ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS (JF BONDS;
ISSUANCEOF BONDS ...................................................................................................16
Section 3.01. Issuance of Bonds ...................................................................................... 16
Section 3.02. Loan Funds; Application of Proceeds of Sale of Bonds ............................ 16
Section3.03. Validity of Bonds ....................................................................................... 16
ARTICLE N REVENUES; FLOW OF FUNDS ....................................................................................16
Section 4.01. Pledge of Revenues; Assignment of Rights ............................................... 16
Section 4.02. Receipt, Deposit and Application of Revenues ......................................... 17
Section4.03. Investments ................................................................................................ 18
Section 4.04. Valuation and Disposition of Investments ................................................. 18
ARTICLE V COVENANTS OF THE AUTHORITY ............................................................................19
Section 5.01. Punctual Payment ....................................................................................... 19
Section 5.02. Extension of Payrnent of Bonds ................................................................. 19
Section 5.03. Against Encumbrances ............................................................................... 19
Section 5.04. Power to Issue Bonds and Make Pledge and Assignment ......................... 19
Section 5.05. Accounting Records and Financial Statements .......................................... 19
Section 5.06. No Additional Indebtedness ....................................................................... 19
Section 5.07. Tax Covenants ........................................................................................... 19
Section 5.08. Loan Agreement ......................................................................................... 20
Section 5.09. Further Assurances ..................................................................................... 21
ARTICLEVI THE TRUSTEE .................................................................................................................21
P6402.1055\872531.5
-1-
Section 6.01. Appointment of Trustee ............................................................................. 21
Section 6.02. Acceptance of Trusts .................................................................................. 22
Section 6.03. Fees, Charges and Expenses of Trustee ..................................................... 24
Section 6.04. Notice to Owners of Default ...................................................................... 2S
Section 6.05. Intervention by Trustee .............................................................................. 25
Section 6.06. Removal of Trustee .................................................................................... 25
Section 6.07. Resignation by Trustee .............................................................................. 25
Section 6.08. Appointment of Successor Trustee ............................................................ 25
Section 6.09. Merger or Consolidation ............................................................................ 25
Section 6.10. Concerning any Successor Trustee ............................................................ 26
Section 6.11. Appointment of Co-Trustee ....................................................................... 26
Section 6.12. Indemnification; Limited Liability of Trustee ........................................... 26
ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE ..................................27
Section 7.01. Amendment Hereof .................................................................................. 27
Section 7.02. Effect of Supplemental Indenture .............................................................. 28
Section 7.03. Endorsement or Replacement of Bonds After Amendment ...................... 28
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES ....................................................................28
Section 8.01. Events of Default ....................................................................................... 28
Section 8.02. Remedies Upon Event of Default .............................................................. 29
Section 8.03. Application of Revenues and Other Funds After Default .......................... 30
Section 8.04. Power of Trustee to Control Proceedings .................................................. 30
Section 8.05. Appointment of Receivers ......................................................................... 31
Section8.06. Non-Waiver ................................................................................................ 31
Section 8.07. Limitation on Rights and Remedies of Owners ......................................... 31
Section 8.08. Termination of Proceedings .................................................................... 32
ARTICLEIX BOND 1NSURANCE ........................................................................................................32
ARTICLEX BOOK-ENTRY SYSTEM ................................................................................................32
SECTION 10.01 Book-Entry System; Limited Obligation of Authority ........................ 32
SECTION 10.02 Representation Letter ........................................................................... 33
SECTION 10.03 Transfers Outside Book-Entry 5ystem ................................................ 33
SECTION 10.04 Payments to the Nominee .................................................................... 33
SECTION 10.05 Initial,Depository and Nominee ........................................................... 33
ARTICLEXI MISCELLANE�US ..........................................................................................................33
Section 11.01. Limited Liability of Authority ................................................................. 33
Section 11.02. Benefits of Indenture Limited to Parties .................................................. 34
Section 11.03. Discharge of Indenture ............................................................................. 34
Section 11.04. Successor Is Deemed Included in All References to Predecessor ........... 34
Section 11.05. Content of Certificates ............................................................................. 34
Section 11.06. Execution of Documents by Owners ....................................................... 35
Section 11.07. Disqualified Bonds ................................................................................... 35
Section 11.08. Waiver of Personal Liability .................................................................... 35
Section I1.09. Partial Invalidity ....................................................................................... 36
P6402.1055\$72531.5 -11-
Section 11.10. Destruction of Cancelled Bonds .............................................................. 36
Section 11.11. Funds and Accounts ................................................................................. 36
Section 11.12. Payment on Business Days ...................................................................... 36
Section11.13. Notices ..................................................................................................... 36
Section 11.14. Unclaimed Moneys .................................................................................. 37
Section11.15. Governing Law ........................................................................................ 37
EXHIBIT A- FORM OF SERIES 2006A BOND
EXHIBIT B- FORM OF SERIES 2006B BOND
P6402.1055\872531.5 -111-
Indenture of Trust
This Indenture of Trust (this "Indenture") is made and entered into as of May 1, 2006, by
and between the Palm Desert Financing Authority, a joint powers authority duly organized and validly
existing under the laws of the State of California (the "Authority") and Wells Fargo Bank, N.A., a
national banking association duly organized and validly existing under the laws of the United States of
America, having a corporate trust office in Los Angeles, California, and being qualified to accept and
administer the trusts hereby created (the "Trustee").
Recitals
A. The Palm Desert Redeveloprnent Agency (the "Agency") is a redevelopment
agency, a public body, corporate and politic, duly created, established and authorized to transact business
and exercise its powers, all under and pursuant to the Redevelopment Law, and the powers of the Agency
include the power to borrow money for any of its corporate purposes.
B. A Redevelopment Plan for the Project Area No. 2 of the Agency (the "Project
Area") has been duly approved and adopted by the City by Ordinance No. 509.
C. The Authority is authorized to borrow money for the purpose of rnaking loans to
the Agency to provide financing and refinancing for public capital improvements of the Agency.
D. For the purpose of aiding in the financing and refinancing of redevelopment
proj ects of the Agency, the Authority has made two loans (the "Loans"} to the Agency under and pursuant
to the Project Area No. 2 Loan Agreement, dated as of May 1, 2006 (the "Loan Agreement"), by and
among the Authority, the Agency and the Trustee.
E. To provide the moneys required to make the Loans under the Loan Agreement,
the Authority has determined to issue its Subordinate Tax Allocation Refunding Revenue Bonds (Project
Area No. 2), 2006 Series A, in the aggregate principal amount of $ (the "Series 2006A
Bonds"), and its Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project .Area No. 2),
2006 Series B, in the aggregate initial principal amount of $ (together with the Series 2006A
Bonds, the "Bonds"), pursuant to and secured by this Indenture in the manner provided herein.
F. To provide for the authentication and delivery of the Bonds, to establish and
declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the
principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and
delivery af this Indenture.
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the
payment of the principal of, premium, if any, and interest on the Bonds at any time issued and
Outstanding under this Indenture, according to their tenor, and to secure the performance and observance
of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions
upon and subject to which the Bonds are to be issued and received, and in consideration of the premises
and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the
Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the
Authority hereby covenants and agrees with the Trustee, for the benefit of the Owners of the Bonds, as
follows:
P6402.1055\872531.5 -1-
ARTICLE I
DEFINITIONS; AUTHORTZATION AND PURPOSE
OF BONDS; EQUAL SECURITY
Section 1.01. Definitions. The following terms shall for all purposes of this Indenture
and of any Supplemental Indenture and of any certificate, opinion, request or other documents herein
mentioned have the meanings ascribed thereby. In addition, the terms defined in Section 1.01 of the Loan
Agreement and not otherwise deiined in this Section 1.01 shall have the meanings ascribed thereby in the
Loan Agreement.
"Accreted Value" means, with respect any Series 2006B Bond, as of any date of
calculation, the sum of the Initial Principal Amount thereof and the interest accrued thereon to such date
of calculation, compounded from the Closing Date at the stated yield to maturity thereof on each February
1 and August 1, assuming in any such semiannual period that such Accreted Va1ue increases in equal
daily amounts on the basis of a 360-day year of twelve 30-day months.
"Act" means Articles 1 through 4(commencing with Section 6500) of Chapter 5,
Division 7, Title 1 of the Government Code of the State, as in existence on the Closing Date or as
thereafter amended from time to time.
"A�" means the Palm Desert Redevelopment Agency, a redevelopment agency, a
public body corporate and politic, duly created, established and authorized to transact business and
exercise its powers all under and pursuant to the Redevelopment Law, and any successor to its duties and
functions.
"Authoritv" means the Palm Desert Financing Authority, a joint powers authority duly
organized and existing under the Joint Exercise of Powers Agreement, dated January 26, 1989, by and
between the City and the Agency, and under the laws of the State.
"Authoritv Commission" means the governing body of the Authority.
"Bond Counsel" means Richards, Watson & Gershon, A Professional Corporation, Los
Angeles, California, or a iirm of attorneys of favorable reputation in the field of municipal bond law.
"Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of
the Act (commencing with Section 6584), as in existence on the Closing Date or as thereafter amended
from time to time.
"Bond Year" means each twelve-month period extending from August 2 in one calendar
year to August 1 af the succeeding calendar year, both dates inclusive, except that the first Bond Year
shall begin on the Closing Date and extend to and include August 1, 2006.
"Bonds" means the Series 2006A Bonds and the Series 2006B Bonds.
"Business Dav" means any day other than (i) a Saturday or a Sunday or (ii) any other day
on which the New York Stock Exchange or banks are authorized or obligated by law or executive order to
close in New York, New York, San Francisco, California, Los Angeles, California or any city in which
the Trust Office is located.
P6402,1055\872531.5 -2-
"Certiiicate" means a certiiicate in writing signed by any ofiicer of the designated public
entity, duly authorized by its legislative body for that purpose.
"Citv" means the City of Palm Desert, a charter city and municipal corporation duly
organized and validly existing under the laws of the State.
"Closin� Date" means the date of delivery of the Boncls to the Underwriter as the original
purchaser.
"Code" means the Internal Revenue Code of 1986, as amended.
"Count " means the County of Riverside.
"Defeasance Obli�ations" means (a) any obligations described in paragraph A or B of the
definition of "Pernzitted Investments" set forth in this Section or (b) collateralized investment agreements,
provided that
(i) the counterparty to any such agreement shall be a domestic bank or
foreign bank with a senior unsecured debt rating of AAA by S&P and
Aaa by Moody's; a domestic or Canadian life insurance company with a
claims-paying or iinancial strength rating of AAA and Aaa by S&P and
Moody's, respectively; a wholly-owned and guaranteed financial
institution subsidiary of one of the above mentioned institutions; an
insurance holding company, rated AAA and Aaa, by S&P and Moody's
respectively; or a domestic financial guaranty insurance company or an
affiliate oia domestic fnancial guaranty insurance company, whose
obligations are fully guaranteed by an affiliate or the parent company
which has a rating of E1AA and Aaa by S&P and Moody's, respectively;
(ii) any such agreement shall be collateralized by securities issued or
guaranteed by the United States government, the Government National
Mortgage Association, the Federal Home Loan Mortgage Corporation or
the Federal National Mortgage Association, or municipal, corporate,
asset-backed and mortgage-backed obligations rated AAA and Aaa by
S&P and Moody's, respectively; the counterparty must grant to the
Trustee or the agent holding the collateral for the Trustee a first perfected
security interest in all collateral delivered pursuant to the agreement and
in all proceeds of the collateral; and the collateral must be delivered free
and clear of claims of any third parties and must be registered in the
name of the Trustee or agent; and
(iii) the value of the collateral, which shall be valued by the Trustee or the
collateral agent weekly, must be equal to at least 105 percent of the
amount of cash transferred by or on behalf of the Authority to the
counterparty plus accrued interest.
"Det�ositorv" means The Depository Trust Company, New York, New York, and its
successors and assigns as securities depository for the Bonds, or any other securities depository acting as
Depositary under Article X.
"Event of Default" means any of the events described in Section 8.01.
P6402.1 OS5\872531.5 -3-
"Fiscal Year" means any twelve-month period extending from July 1 in one calendar year
to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period
selected and designated by the Authority as its official fiscal year period.
"Indenture" means this Jndenture of Trust, as may from time to time be supplemented,
modified or amended by any Supplemental Indenture pursuant to the provisions hereof.
"Independent Accountant" means any certzfied public accountant or firm of certified
public accountants appointed and paid by the Authority, and who, or each of whom (i) is in fact
independent and not under domination of the Authority, the City or the Agency; (ii) does not have any
substantial interest, direct or indirect, in the Authvrity, the City or the Agency; and (iii) is not connected
with the Authority, the City or the Agency as an officer or employee of the Authority, the City or the
Agency but whom may be regularly retained to make annual or other audits of the books of or reports to
the Authority, the City or the Agency.
"Information Services" means Financial Infortnation, Inc.'s "Daily Called Bond Service,"
30 Montgomery Street, l Oth Floor, Jersey City, New Jersey 07302, Attention: Editor; Mergent's
"Municipal and Goverrunent," 5250 77 Center Drive, Suite 150, Charlotte, North Carolina 28217,
Attention: Called Bond Department; and Kenny S&P, 55 Water Street, 45 Floor, New York, New York
10041, Attention: Notification Department; or, in accordance with then-current guidelines of the
Securities and Exchange Commission, such other addresses andlor such other services providing
information with respect to called bonds as the Agency may designate to the Trustee in writing.
"Initial Princibal Amount," with respect to any Series 2006B Bond, means the initial
principal amount thereof as of the Closing Date.
"Insurance Pavin� A�ent" means
"Insurance Policv" means the municipal bond insurance policy issued by the Insurer
insuring the payment when due of the principal of and interest on the Bonds.
"Insurer" means
"Interest Account" means the account by that name established and held by the Trustee
pursuant to Section 4.02(b)(1).
"Interest Pavment Date" means February 1 and August 1 of each year, commencing
August 1, 2006.
"Loan Aereement" means the Project Area No. 2 Loan Agreement, dated as of May 1,
2006, by and among the Authority, the Agency and the Trustee, relating to the Loans, as may from time
to time be supplemented, modified or amended.
"Loan Funds" means the Series 2006A Loan Fund and the Series 2006B Loan Fund.
"Loans" means the Series 2006A Loan and the Series 2006B Loan.
"Maturitv Amount." with respect to any Series 2006B Bond, means the Accreted Value
thereof at maturity.
"Moodv's" means Moody's Investors Service, its successors and assigns.
P6402.1055\872531.5 -4-
"Nominee" means the nominee of the Depository, which may be the Depository, as
determined from time to time pursuant to Article X.
"Outstandin�," when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 11.07) all Bonds theretofore executed, issued and delivered by the
Authority under this Indenture except (i) Bonds theretofore cancelled by the Trustee or surrendered to the
Trustee for cancellation, (ii) Bonds paid or deemed to have been paid within the meaning of Section
11.03, and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued
and delivered pursuant to this Indenture.
"Owner" means the person in whose name the ownership of any Bond or Bonds shall be
registered on the Registration Books.
"Participants" means those broker-dealers, banks and other financial institutions from
time to time for which the Depository holds Bonds as securities depository.
"Pavin� A�enY' means the Trustee.
"Pernutted Investments" means any of the following which at the time of investment are
legal investments under the laws of the State for the moneys proposed to be invested therein:
A. Direct obligations of the United States of America (including obligations
issued or held in book-entry form on the books of the Department of the Treasury, and CATS and
TIGR5) or obligations the principal of and interest on which are unconditionally guaranteed by the United
States of America. For purposes of this paragraph A, "obligations the principal of and interest on which
are unconditionally guaranteed by the United States of America" include without limitation tax exempt
obligations of a state or a political subdivision thereof which have been defeased under irrevocable
escrow instructions with non-callable obligations for which the full faith and credit of the United States of
America are pledged for the payment of principal and interest and wliich are rated "Aaa" by Moody's and
"AAA" by S&P.
B. Bonds, debentures, notes or other evidences of indebtedness issued or
guaranteed by a.uy of the following federal agencies, provided such obligations are backed by the full
faith and credit of the United States of America (provided that stripped securities are only pernutted if
they have been stripped by the agency itsel fl:
United States Export-Imvort Bank (Eximbank)
Direct obligations or fully guaranteed certificates of benefcial
ownership
2. Farmers Home Administration (FHA)
Certificates of beneficial ownership
Federal Financin� Bank
4. Federal Housin� Administration Debentures (FHA)
General Services Administration
Participation certificates
P6402.1055\872531.5 -5-
6. Government National Mort�a�e Association (GNMA or "Ginnie
Mae")
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
7. United States Maritime Administration
Guaranteed Title XI financing
United States Denartment of Housin� and Urban Develonment
�HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - United States government
guaranteed debentures
United States Public Housing Notes and Bonds - United States
government guaranteed public housing notes and bonds
C. Bonds, debentures, notes or other evidences of indebtedness issued or
guaranteed by any of the following non-fu11 faith and credit United States government agencies (provided
that stripped securities are only pernutted if they have been stripped by the agency itsel�:
Federal Home Loan Bank Svstem
Senior debt obligations
2. Federal Home Loan Mort�a�e Coraoration (FHLMC or "Freddie
Mac")
Participation Certificates
Senior debt obligations
3. Federal National Mort�ase Association (FNMA or "Fannie
Mae")
Mortgage-backed securities and senior debt obligations
4. Student Loan Marketing Association (SLMA or "Sallie Mae")
Senior debt obligations
5. Resolution Fundin� Corn. (REFCORP) obligations
D. Money market funds, including funds for wl�ich the Trustee or its
affiliates provide investment advisory or othex management services, registered under the Investment
Campany Act of 1940, whose shares are registered under the Securities Act of 1933, and having a rating
by S&P of AAAm-G, AAAm, or AAm and, if rated by Moody's, rated Aaa, Aal or Aa2,
E. Certificates of deposit secured at all times by collateral described in A
and/or B above; provided that such certificates must be issued by commercial banks (including the
Trustee and its affiliates), savings and loan associations or mutual savings banks and provided further that
the collateral must be held by a third party and the Trustee on behalf of the Owners must have a perfected
first security interest in the collateral.
P6402,1055\872531. S -6-
F. Certificates of deposit, savings accounts, deposit accounts or money
market deposits which are fully insured by the Federal Deposit Insurance Corporation, including those of
the Trustee and its affiliates.
G
acceptable to the Insurer.
[:
Investment agreements, including guaranteed investment contracts,
Commercial paper rated, at the time of purchase, "Prime - 1" by
Moody's and "A-1" or better by S&P.
I. Bonds or notes issued by any state or municipality which are rated by
Moody's and S&P in one of the two highest rating categories assigned by such agencies.
J. Federal funds or bankers acceptances with a maximum terxn of one year
of any bank (including the Trustee and its affiliates) which has an unsecured, uninsured and unguaranteed
obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P.
K. Repurchase Agreements, which are approved by the Insurer, and which
provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee
or third party custodian, as the case may be (buyer/lender), and the transfer of cash from the Trustee to the
dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash
plus a yield to the Trustee in exchange for the securities at a specified date.
L. The Local Agency Investment Fund in the State Treasury or any similar
pooled investment fund administered by the 5tate, to the extent such investment is held in the name and to
the credit of the Trustee.
M. Medium-term notes issued by corporations organized and operating
within the United States or by depository institutions licensed by the United States or any state and
operating within the United States. Such notes shall have a minimum credit xating of "Aa3" by Moody's
and "AA-" by S&P at time of purchase, and shall mature within three years or less.
N. Shares of beneficial interest issued by the California Asset Management
Trust, a common law trust established under the laws of the State.
"Princibal Account" means the account by that name established and held by the Trustee
pursuant to Section 4.d2(b)(2).
"Principal Amount" means, as of any date of calculation, with respect to (i) any Series
2006A Bond, the principal amount thereof, and (ii) any Series 2006B Bond, the Accreted Value thereof.
"Proiect Area" means, unless the context clearly requires otherwise, the project area
described and defined in the Redevelopment Plan approved and adopted by the City by its Ordinance
No. 509.
"Record Date" means, with respect to any Interest Payment Date, the 15th calendar day
of the month immediately preceding such Tnterest Payxnent Date, whether or not such day is a Business
Day.
"Redembtion Account" means the account by that name established and held by the
Trustee pursuant to Section 4.02(b)(3).
P6402,10551872531.5 -7-
"Redevelopment Law" means the Community Redevelopment Law, being California
Health and Safety Code Section 33000, et seq., and all future acts supplemental thereto or amendatory
thereof.
"Redevelopment Plan" means the Redevelopment Ptan for the Project Area, approved
and adopted by the City by its Ordinance No. S09 and includes any amendment of the Redevelopment
Plan heretofore or hereafter made pursuant to law.
"ReQistration Books" means the records maintained by the Trustee pursuant to Section
2.09 for the registration and transfer of ownership of the Bonds.
"Report" means a document in writing signed by an Independent Redevelopment
Consultant and including: (i) a statement that the person or firm making or giving such Report has read
the pertinent provisions of the document or documents to which such Report relates; (ii) a brief statement
as to the nature and scope of the examination or investigation upon which the Report is based; and (iii} a
statement that, in the opinion of such person or firm, sufficient examination or investigation was made as
is necessary to enable said consultant to express an informed opinion with respect to the subject matter
referred to in the Report.
"Representation Letter" means the Blanket Issuer Letter of Representations, dated July 1,
1997, from the Authority to the Depository, qualifying bonds issued by the Authority for the Depository's
book-entry system.
"Reauest" means a request in writing signed by any officer of the designated public entity
duly authorized by its legislative body for that purpose.
"Revenue Fund" means the fund by that name established and held by the Trustee
pursuant to Section 4.02(a).
"Revenues" means (i) all amounts payabla by the Agency pursuant to Section 2.3 or
Section 2.4 of the Loan Agreement; (ii) any proceeds of the Bonds originally deposited with the Trustee
and all moneys deposited and held from time to time by the Trustee in the funds and accounts established
hereunder; and (iii) income and gains with respect to the investment of amounts on deposit in the funds
and accounts established hereunder, other than amounts payable to the United States of America pursuant
to Section 5.07.
"S&P" means Standard & Poor's Corporation and its successors and assigns.
"Securities Denositories" means The Depository Trust Company, 55 Water Street, SOth
Floor, New York, New York, 10041, Attn: Call Notiiication Department, Fax (212) 855-7232; and, in
accordance with then current guidelines of the Securities and Exchange Commission, such other
addresses or such other securities depositories as the Authority may designate in a Certificate of the
Authority delivered to the Trustee.
"Series 2006A Bonds" means the Palm Desert Financing Authority Subordinate Tax
Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A.
"Series 2006A Loan" means the Series 2006A Loan, as defined in the Loan Agreement,
made by the Authority to the Agency.
P6402.1055\872531.5 -$-
"Series 2006A Loan Pund" means the fund by that name established and held by the
Trustee pursuant to Section 3.02.
"Series 2006B Bonds" means the Palm Desert Financing Authority Subordinate Tax
Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B.
"Series 2006B Loan" means the Series 2006B Loan, as defined in the Loan Agreement,
made by the Authority to the Agency.
"Series 2006B Loan Fund" means the fund by that name established and held by the
Trustee pursuant to Section 3.02.
"State" means the State of California.
"Sunnlemental Indenture" means any indenture, agreement or other instrument hereafter
duly executed by the Authority and the Trustee in accordance with the provisions of Section 7.01.
"Tax Re�ulations" means temporary and permanent regulations promulgated under or
with respect to Section 103 and Sections 141 through I50, inclusive, of the Code.
"Trust Office" means the corporate trust office of the Trustee at the address set forth in
Section 11.13 or such other offices as may be specified to the Authority by the Trustee in writing. With
respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall
mean the office or agency of the Trustee at which, at any particular time, its corporate trust business shall
be conducted.
"Trustee" means Wells Fargo Bank, N.A., and its successors and assigns, and any other
corporation or association which may at any time be substituted in its place as provided in Article VI.
"Underwriter" means Citigroup Global Markets Inc.
Section 1.02. Rules of Construction. All references in this Indenture to "Articles,"
"Sections," and other subdivisions, unless indicated otherwise, are to the corresponding Articles, Sections
or subdivisions of this Indenture; and the words "herein," "hereof," "hereunder," and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision
hereof.
Section 1.03. Authorization and Puroose of Bonds. The Authority has reviewed all
proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such
review, and hereby finds and determines that all things, conditions, and acts required by law to exist,
happen and be performed precedent to and in the issuance of the Bonds do exist, have happened and have
been performed in due time, form and manner as required by law, and the Authority is now authorized
under the Bond Law and each and every requirement of law, to issue the Bonds in the manner and form
provided in this Indenture. The Authority hereby authorizes the issuance of the Bonds pursuant to the
Bond Law and this Indenture for the puxpose of providing funds to make the Loans to the Agency
pursuant to the Loan Agreement.
Section 1.04. Eaual Securitv. In consideration of the acceptance of the Bonds by the
Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Authority,
the Trustee and the Owners of the Bonds; and the covenants and agreements herein set forth to be
performed an behalf of the Autharity shall be for the equal and proportionate benefit, security and
P6402,1055\872531.5 -9-
protection of all Owners of the Bonds without preference, priority or distinction as to security or
otherwise of any of the Bonds over any of the others by reason oi the number or date thereof or the time
of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly
provided therein or herein.
ARTICLE II
ISSUANCE OF BONDS
Section 2.01. Desi�nation. The Series 2006A Bonds shall be designated the Palm Desert
Financing Authority, Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006
Series A, and shall be issued in the original aggregate Principal Amount of $ . The Series
2006B Bonds shall be designated the Palm Desert Financing Authority, Subordinate Tax Allocation
Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series B and shall be issued in the
original aggregate Initial Principal Amount of $ .
Section 2.02. Terms of Bonds.
(a) The Series 2006A Bonds shall be issued in fully registered form without coupons in
denominations of $5,000 or any integral multiple thereof, so long as no Series 2006A Bond shall have
rnore than one maturity date. The Series 2006A Bonds shall be dated the Closing Date, shall mature on
August 1 in each of the years and in the amounts, and shall bear interest (calculated on the basis of a 360-
day year of twelve 30-day months) at the rates, as follows:
Maturity Date Principal Interest Maturity Date Principal Interest
(Au�ust 11 Amount Rate (Aueust 11 Amount Rate
(to come)
Each Series 2006A Bond shall bear interest from the Interest Payment Date next
preceding the date of authentication thereof, unless (i) it is authenticated during the period from the day
after the Record Date for an Interest Payment Date to and including such Tnterest Payment Date, in which
event it shall bear interest from such Interest Payment Date, or (ii} it is authenticated on or prior to the
Record Date for the first Interest Payment Date, in which event it shall bear interest from the Closing
Date; nrovided, hawever, that if, at the time of registration of any Series 2006A Bond interest with respect
to such Series 2006A Bond is in default, such Series 2006A Bond shall bear interest from the Interest
Payment Date to which interest has been paid or made available for payment with respect to such Series
2006A Bond.
Interest on the Series 2006A Bonds shall be payable on each Interest Payment Date to the
person whose name appears on the Registration Books as the Owner thereof as of the close business on
the Record Date, such interest to be paid by check or draft of the Trustee mailed by first class mail,
postage prepaid, on each Interest Payment Date to the Owner at the address of such Owner as it appears
on the Registration Books on such Record Date; vrovided, however. that at the written request of the
Owner of at least $1,000,000 in aggregate principal amount of Outstanding Series 2006A Bonds filed
with the Trustee prior to any Record Date, interest on such Series 2006A Bonds shall be paid to such
Owner on each succeeding Interest Payment Date by wire transfer of immediately available funds to an
account in the United States designated in such written request (unless and until such request has been
P6402.1055\872531.5 -10-
revoked in writing). Principal of and premium, if any, on any Series 2006A Bond shall be paid upon
presentation and surrender thereof, at maturity or the prior redemption thereof, at the Trust Office. The
principal of and interest and premium, if any, on the Series 2006A Bonds shall be payable in lawful
money of the United States of America.
(b} The Series 2006B Bonds shall be issued in fully registered form in any
denominations of Initial Principal Amount but shall reflect denominations of $5,000 Maturity Amount or
any integral multiple thereof. No Series 2006B Bond shall have more than one maturity date. The Series
2006B Bonds shall be dated the Closing Date, shall matuxe on August 1 in each of the years and in the
Maturity Amounts set forth in the following schedule. The Series 2006B Bonds shall be delivered on the
Closing Date in the aggregate Initial Principal Amounts set forth below. Interest on the Initial Principal
Amount of the Series 2006B Bonds shall accrue and compound at the yield to their maturity set forth
below (such interest being equal to the difference between the Maturity Amounts and the Initial Principal
Amounts thereo fl:
Maturity Maturity
Date Amount
(Au�ust 1)
Initial Initial Principal Yield to
Principal Amount per $5,000 Maturity
Amount Maturitv Amount Date
Interest on each Series 2006B Bond shall be compounded semi-annually at the yield set
forth above from the Closing Date on each February 1 and August 1, coxnmencing August 1, 2006, until
maturity or earlier redemption thereof, computed using a year of 360 days of twelve 30-day months and
shall be payable (i) at maturity as part of the Maturity Amount, or (ii) at redemption as part of the
Accreted Value to the redemption date. The Maturity Amount, or the Accreted Value and redemption
premium (if any), as applicable, with respect to any Series 2006B Bond shall be paid upon presentation
and surrender thereof, at maturity or the prior redemption thereof, at the Trust Office, in lawful money of
the United States of America
Section 2.03. Redemntion of Bonds.
(a) Series 2006A Bonds.
(1) Redemntion from Obtional Loan Prepavment. In the event that tlze
Agency shall exercise its option to prepay principal installrnents of the Series 2006A Loan pursuant to
Section 2.4(a) of the Loan Agreement, the Revenues derived from such prepayment shall be applied to the
redemption of the Series 2006A Bonds, as a whole, or in part among maturities as designated in writing
by the Authority and by lot within a rnaturity, in integral multiples of $5,000 principal amount, on any
Interest Payrnent Date on or after August 1, 20_, at the following respective redemption prices
(expressed as a percentage of the principal amount of Series 2006A Bonds to be redeemed), plus accrued
interest thereon to the date of redemption:
Redemption Dates
August l, 20_ and February 1, 20
August 1, 20� and February l, 20
August 1, 2Q_ and thereafter
Redemption
Price
10 %
10
100
P6402.1055\872531.5 -11-
The Authority shall provide written notice to the Trustee of any redemption pursuant to
this Section 2.03(a)(1) at least 45 but not more than 90 days prior to the date fixed for such redemption.
(2) Mandatory Sinkins Fund Redemntion. The Series 2006A Bonds
maturing on August l, 20_ and August 1, 20, shall also be subject to mandatory redemption by lot, on
August 1 in each year commencing August 1, 20_ and August 1, 20^, respectively, from sinking fund
payments made by the Authority into the Principal Account pursuant to Section 4.02{b)(2), at a
redemption price equal to the principal amount thereof to be redeemed, without premiuxn, plus accrued
interest to the date of redemption, in the aggregate respective principal amounts and on August 1 in the
respective years as set forth in the following tables; brovided, however, that (i) in lieu of redemption
thereof on August 1 in any year, the Series 2006A Bonds may be purchased by the Agency pursuant to
Section 2.3 of the Loan Agreement and tendered to the Trustee for cancellation no later than the
preceding May 15, and (ii) if some but all of the Series 2006A Bonds have been redeemed pursuant to
Paragraph (a) above, the total amount of all future sinking fund payments shall be reduced by the
aggregate principal amount of the Series 2006A Bonds so redeemed, to be allocated among such sinking
fund payments on a pro rata basis.
Series 2006A Bonds Maturin� AuQust 1, 20
Sinking Fund
Redemption Date
(AuQust 1)
Principal Amount
to be Redeemed
tMaturity.
Series 2006A Bonds Maturin� Ausust 1. 20
Sinking Fund
Redemption Date
(Ausust 11
Principal Amount
to be Redeemed
�Maturity.
P6402.1055\872531.5 -12-
(b) Series 2006B Bonds.
(1) Optional Redemption. In the event that the Agency shall exercise its
option to prepay installments of the Series 2006B Loan pursuant to Section 2.4(b) of the Loan
Agreement, the Revenues derived from such prepayment shall be applied to the redemption of the Series
2006B Bonds, as a whole, or in part among maturities as designated in writing by the Authority and by lot
within a maturity, in integral multiples of $5,000 of Maturity Amount, on any February 1 or August 1 on
or after August l, 20_, at the following respective redemption prices (expressed as a percentage of the
Accreted Value of the called Series 2006B Bonds on the date fixed for redemption):
Redemption
Redemption Dates Price
August 1, 20^ and February 1, 20� 10 %
August 1, 20^ and February 1, 20_ 10
August 1, 20_ and thereafter 100
The Authority sha11 provide written notice to the Trustee of any redemption pursuant to
this Section 2.03(b)(1) at least 45 but not more than 90 days prior to the date fixed for such redemption.
(2) No Mandatory Sinkins Fund Redembtion. The Series 2006B Bonds are
not subj ect to mandatory sinking fund redemption prior to maturity.
(c) General Redemntion Provisions
(1) Notice of Redemntion. The Trustee on behalf and at the expense of the
Authority shall mail (by first class mail) notice of any redemption to the respective Owners of any Bonds
designated for rede�ption at their respective addresses appearing on the Registration Books and, by such
means acceptable to the following institutions, to the Securities Depositories and to one or more
Information Services, at least 30 but not more than 60 days prior to the date fixed for redemption;
nrovided, however, that neither failure to receive any such notice so mailed nor auy defect therein shall
affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of
interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place
and the redemption price and shall designate the CUSIP numbers, the series designation of the Bonds, the
Bond numbers (but only if less than all of the Outstanding Bonds of such series are to be redeemed) and
the maturity or maturities of the Bonds of such series (in the event of redemption of all of such Bonds of
such maturity or maturities in whole) to be redeemed, and shall require such Bonds be then surrendered at
the Trust Office of the Trustee in Los Angeles, California (or such other Iocation as designated by the
Trustee) for redemption at the redemption price, giving notice also that further interest on such Bands wi11
not accrue from and after the redemption date.
(2) Selection of Bonds for Redemntion. With respect to the redemption of
Bonds of either series, whenever provision is made in this Indenture for the redemption of less than all of
such Bonds of any maturity, the Trustee shall select the Bonds to be redeemed from all Bonds of such
series and maturity not previously called for redemption, by lot in any manner which the Trustee in its
sole discretion shall deem appropriate under the circumstances. For purposes of selecting Series 2006A
Bonds within a maturity for redemption, all Series 2006A Bonds shall be deemed to be comprised of
separate $5,000 principal amount portions and such portions shall be treated as separate bonds which may
be separately redeemed. For purposes of selecting Series 2006B Bonds within a maturity for redemption,
all Series 2006B Bonds shall be deemed to be comprised of separate $5,000 Maturity Amount portions
and such portions shall be treated as separate bonds which may be separately redeemed.
P6402.10551872531.5 -13-
(3) Partial Redemntion of Bonds. In the event only a portion of any Bond is
called for redemption, then upon surrender of such Bond the Authority shall execute and the Trustee shall
authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of
the same series, tenor and maturity date, of authorized denominations in aggregate Principal Amount or
Maturity Amount, as the case may be, equal to the unredeemed portion of the Bond to be redeemed.
(4) Effect of Redemt�tion. From and after the date fixed for redemption, if
funds available for the payment of the principal of, interest on and premium, if any, on the Bonds so
called for redemption shall have been duly provided, such Bonds so called shall cease to be entitled to any
benefit under this Indenture other than the right to receive payment of the redemption price, and no
interest shall accrue thereon from and after the redemption date specified in such notice. All Bonds
redeemed pursuant to this Section shall be destroyed.
Section 2.04. Form of Bonds. The Series 2006A Bonds, the Trustee's certificate of
authentication, and the assignment shall be substantially in the respective forms set forth in E�iibit A
attached hereto and by this reference incorporated herein, with necessary or appropriate variations,
omissions and insertions, as pernutted or required by this Indenture. The Series 2006B Bonds, the
Trustee's certificate of authentication, and the assignment shall be substantially in the respective forms set
forth in Exhibit B attached hereto and by this reference incorporated herein, with necessary or appropriate
variations, omissions and insertions, as pernutted or required by this Indenture.
Section 2.05. Execution of Bonds. The Bonds shall be signed in the name and on behalf
of the Authority with the manual or facsimile signatures of its President and attested with the manual or
facsimile signature of its Secretary or any deputy duly appointed by the Authority Comxnission, and shall
be delivered to the Trustee for authentication by it. In case any officer of the Authority who shall have
signed any of the Bonds shall cease to be such officer before the Bonds so signed shall have been
authenticated or delivered by the Trustee or issued by the Authority, such Bonds may nevertheless be
authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding
upon the Authority as though the individual who signed the same had continued to be such of�cer of the
Authority. Also, any Bond may be signed on behalf of the Authority by any individual who on the actual
date of the execution of such Bond shall be the proper officer although on the nominal date of such Bond
such individual shall not have been such officer.
Only such of the Bonds as shall bear thereon a certiiicate of authentication in
substantially the form set forth in Exhibit A or Exhibit B, as applicable, manually executed by the
Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such
certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly
authenticated and delivered hereunder and are entitled to the benefits of this Indenture.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his
duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a
written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond
shall be surrendered for transfer, the Authority shall execute and the Trustee shall thereupon authenticate
and deliver to the transferee a new Bond or Bonds of the same series and of like tenor, maturity and
aggregate principal amount. The cost of printing any Bonds and any services rendered or expenses
incurred by the Trustee in connection with any such transfer shall be paid by the Authority, except that
the Trustee shall require the payment by the Owner requesting such transfer of any tax or other
governmental charge required to be paid with respect to such transfer. The Trustee shall not be required
to transfer, pursuant to this Section 2.06, either (i) any Bond during the period established by the Trustee
P6402.1055\872531.5 -14-
for the selection of Bonds for redemption, or (ii) any Bond selected for redemption pursuant to
Section 2.03.
Section 2.07. Exchan�e of Bonds. Bonds may be exchanged at the Trust Office for the
same aggregate Principal Amount or Maturity Amount, as applicable, of Bonds of the same series and of
the same tenor and maturity and of other authorized denominations. The cost of printing any Bonds and
any services rendered or expenses incurred by the Trustee in connection with any such exchange shall be
paid by the Authority, except that the Trustee shall require the payment by the Owner requesting such
exchange of any tax or other governxnental charge required to be paid with respect to such exchange. The
Trustee shall not be required to exchange, pursuant to this Section 2.07, either (i) any Bond during the
period established by the Trustee for the selection of Bonds for redemption, or (ii) any Bond selected for
redemption pursuant to Section 2.03.
Section 2.08. Temnorary Bonds. The Bonds may be issued initially in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed,
lithographed or typewritten, shall be of such denominations as may be deternuned by the Authority and
may contain such reference to any of the provisions of this Indenture as may be appropriate. Every
temporary Bond shall be executed by the Authority and be registered and authenticated by the Trustee
upon the same conditions and in substantially the same manner as the definitive Bonds; provided that any
temporary Bond need only be signed in the name and on behalf of the Authority with the manual or
facsimile signature of the Secretary, or any deputy duly appointed by the Authority Comxnission, and
need not be attested. If the Authority issues temporary Bonds, it will execute and furnish definitive
Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in
exchange therefor at the Trust Ofiice of the Trustee in Los Angeles, California (or such other location
designated by the Trustee), and the Trustee shall authenticate and deliver in exchange for such temporary
Bonds definitive Bonds of like series, term, maturity and aggregate Principal Amount or Maturity
Amount, as applicable, in authorized denominations. Until so exchanged, the temporary Bonds shall be
entitled to the same beneiits under this Indenture as definitive Bonds authenticated and delivered
hereunder.
Section 2.09. Registration Books. The Trustee will keep or cause to be kept at its Trust
Office sufficient records for the registration and transfer of the Bonds, which shall at all times during
regular business hours be open to inspection by the Authority with reasonable prior notice; and, upon
presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe,
register or transfer or cause to be registered or transferred, on such records, Bonds as hereinbefore
provided.
Section 2.10. Bonds Mutilated, Lost. Destroved or Stolen. If any Bond shall become
mutilated, the Authority, at the expense of the Owner of such Bond, shall execute, and the Trustee shall
thereupon authenticate and deliver, a new Bond of like series, tenor, maturity and aggregate Principal
Amount or Maturity Amount, as applicable, in authorized denominations in exchange and substitution for
the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated
Bond so surrendered to the Trustee shall be cancelled by it and destroyed. If any Bond issued hereunder
shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the
Trustee and, if such evidence be satisfactory to the Trustee and indemnity satisfactory to the Trustee shall
be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon
authenticate and deliver, a new Bond of like series and tenor in lieu of and in substitution for the Bond so
lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption,
instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt
of indemnity satisfactory to the Trustee). The Trustee may require payment of a reasonable fee for each
new Bond issued under this Section 2.10 and of the expenses which may be incurred by the Authority and
P6402.1055\872531.5 -15-
the Trustee. Any Bond issued under the provisions of this Section 2.10 in lieu of any Bond alleged to be
lost, destroyed or stolen shall constitute an original contractual obligation on the part of the Authority
whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and
shall be equally and proportionately entitled to the beneiits of this Indenture with all other Bonds secured
by this Indenture.
ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS OF
BONDS; ISSUANCE OF BONDS
Section 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the
Authority shall execute and deliver the Series 2006A Bonds and the Series 2006B Bonds in the respective
aggregate Principal Amounts set forth herein and shall deliver the Bonds to the Trustee for authentication
and delivery to the original purchaser thereof upon the Request of the Authority.
Section 3.02. Loan Funds; Annlication of Proceeds of Sale of Bonds.. (a) The Trustee
shall establish and maintain a separate fund to be known as the "Series 2006A Loan Fund." Upon the
receipt of payment for the Series 2006A Bonds on the Closing Date, the Trustee shall deposit the
proceeds of sale thereof in the amount of $ in the Series 2006A Loan Fund. The Trustee
shall disburse all amounts in the Series 2006A Loan Fund pursuant to Section 2.2 of the Loan Agreement.
(b) The Trustee shall establish and maintain a separate fund to be known as the
"Series 2006B Loan Fund." Upon the receipt of payment for the Series 2006B Bonds on the Closing
Date, the Trustee shall deposit the proceeds of sale thereof in the amount of $ in the Series
2006B Loan Fund. The Trustee shall disburse all amounts in the Series 2006B Loan Fund pursuant to
Section 2.02 of the Loan Agreement..
Section 3.03. Validitv of Bonds. The validity of the authorization and issuance of the
Bonds shall not be affected in any way by any proceedings taken by the Agency with respect to the
application of the proceeds of the Loans, and the recital contained in the Bonds that the same are issued
pursuant to the Bond Law shall be conclusive evidence of their validity and of the regularity of their
issuance.
ARTICLE IV
REVENUES; FLOW OF FLTNDS
Section 4.01. Pledse of Revenues: Assisnment of Rishts. Subject to the provisions of
Section 6.03, the Bonds shall be secured by a first lien on and pledge (which shall be effected in the
manner and to the extent hereinafter provided) of all of the Revenues. The Bonds shall be equally
secured by a pledge, charge and lien upon the Revenues without priority for series, number, date of
Bonds, date of execution or date of delivery; and the payment of the interest on and principal of the Bonds
and any premiums upon the redemption of any thereof shall be and are secured by an exclusive pledge,
charge and lien upon the Revenues. So long as any of the Bonds are Outstanding, the Revenues shall not
be used for any other purpose; except that out of the Revenues there may be apportioned such sums, for
such purposes, as are expressly pernutted by Section 4.02.
The Authority hereby transfers in trust and assigns to the Trustee, for the benefit of the
Owners from time to time of the Bonds, all of the Revenues and all of the right, title and interest of the
Authority in the Loan Agreement (other than the rights of the Authority under Section 5.04 thereofj. The
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Trustee shall be entitled to and shall receive all of the Revenues, and any Revenues collected or received
by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as
the agent of the Trustee and shall forthwith be paid by the Authority to the Tnxstee. The Trustee also
sha11 be entitled to and, subject to the provisions hereof, shall take all steps, actions and proceedings
reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the
rights of the Authority and all of the obligations of the Agency under the Loan Agreement.
Section 4.02. Receipt. Denosit and Apnlication of Revenues.
(a) Devosit of Revenues, Revenue Fund. All Revenues described in clause (i) of the
definition thereof in Section 1.01 shall be promptly deposited by the Trustee upon receipt thereof in a
special fund designated as the "Revenue Fund" which the Trustee shall establish, maintain and hold in
trust hereunder.
(b) Annlication of Revenues: Accounts,. On or before each Interest Payment Date,
the Trustee shall transfer from the Revenue Fund and deposit into the following respective accounts (each
of which the Trustee shall establish and maintain within the Revenue Fund), the following amounts in the
following order of priority, the requirements of each such account (including the making up of any
deiiciencies in any such account resulting from lack of Revenues sufficient to make any earlier required
deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in
priority:
(1) Interest Account. On or before each Interest Payment Date, the Trustee
shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the
Interest Account to equal the amount of interest coming due and payable on such Interest Payment Date
on all Outstanding Series 2006A Bonds. No deposit need be made into the Interest Account if the amount
contained therein is at least equal to the interest coming due and payable upon all Outstanding Series
2006A Bonds on the next succeeding Interest Payment Date. All moneys in the Interest Account shall be
used and withdrawn by the Trustee solely for the purpose of paying the interest on the Series 2006A
Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to
maturity). All amounts on deposit in the Interest Account on the first day of any Bond Year, to the extent
not required to pay any interest then having come due and payable on the Outstanding Series 2006A
Bonds, shall be withdrawn therefrom by the Trustee and transferred to the Agency to be used for any
lawful purposes of the Agency.
(2) Principal Account. On or before each date on which the principal of the
Bonds shall be payable, the Trustee shall deposit in the Principal Account an amount required to cause the
aggregate amount on deposit in the Principal Account to equal (i) the Principal Amount of the Bonds
coming due and payable on such date pursuant to Section 2.02, and (ii) the Principal Amount of the
Bonds subject to mandatory sinking fund redemption on such date pursuant to Section 2.03(a)(2). All
moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of
paying the Principal Amount of the Bonds (i) at the maturity thereof, or (ii) upon mandatory sinking fund
redemption thereof. All amounts on deposit in the Principal Account on the first day of any Bond Year,
to the extent not required to pay the principal of any Outstanding Bonds then having come due and
payable, shall be withdrawn therefrom and transferred to the Agency to be used for any lawful purposes
of the Agency.
(3) Redemntion Account. The Trustee, at any time that the Agency shall
exercise its option to prepay principal installments of the Loans pursuant to Section 2.4 of the Loan
Agreement, shall deposit the Revenues derived from such prepayment in the Redemption Account (which
the Trustee shall also establish and maintain within the Revenue Fund), to be used and withdrawn by the
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Trustee solely for the purpose of paying the Principal Amount and redemption premiums, if any, on the
Bonds to be redeemed on their respective redemption dates, as directed by the Authority.
Section 4.03. Investments. All moneys in any of the funds or accounts established with
the Trustee pursuant to this Indenture or pursuant to the Loan Agreement shall be invested by the Trustee
solely in Pernutted Investments pursuant to the written direction of the Authority given to the Trustee two
Business Days in advance of the making of such investments (and promptly confirmed in writing, as to
any such direction given orally); provided that moneys in the Reserve Fund established pursuant to the
Loan A�eement shall be invested in Permitted Investments which mature not more than five years from
the date of such investment. In the absence of any such direction from the Authority, the Trustee shall
invest any such moneys in Pernutted Investments described in Paragraph D of the deiinition thereof.
Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or
account.
All interest or gain derived from the investment of amounts in any of the funds or
accounts established hereunder shall be deposited in the fund or account from which such investment was
made. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it
hereunder. The Trustee may (but shall not be oblzgated to) act as principal ar agent in the acquisition or
disposition of any investment. The Trustee shall incur no liability for losses arising from any investments
made at the direction of the Authority, or otherwise made pursuant to this Section.
The Trustee shall be entitled to rely conclusively upon the written instructions of the
Authority directing investments in Permitted Investments as to the fact that each such investment is
pernutted by the laws of the State, and shall not be required to make further investigation with respect
thereto. With respect to any restrictions set forth in the definition of Pernutted Investments set forth in
Section 1.01 which embody legal conclusions (e.g., the existence, validity and perfection of security
interests in collateral), the Trustee shall be entitled to rely conclusively on an opinion of counsel or upon a
representation of the provider of such Permitted Investment obtained at the Authority's or the Agency's
expense.
Except as specifically provided in this Indenture, the Trustee shall not be liable to pay
interest on any moneys received by it, but shall be liable only to account to the Authority and the Agency
for earnings derived from funds that have been invested.
The Authority acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the Authority the right to receive brokerage
confirmations of security transactions as they occur, the Authority specifically waives receipt of such
confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash
transaction statements which include detail for all investment transactions made by the Trustee hereunder.
The Trustee or any of its af�liates may act as sponsor, advisor or manager in connection
with any investments made by the Trustee hereunder.
Section 4.04. Valuation and Disnosition of Investments., For the purpose of determining
the amount in any fund or account established hereunder or under the Loan Agreement, any investments
credited to such fund or account shall be valued at least annually, on or before July 1, at the market value
thereof. In making any valuations hereunder the Trustee may utilize computerized securities pricing
services that may be available to it, including those available through its regular accounting system.
P6402. I055i872531.5 _ 1 g_
ARTICLE V
COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Pavment. The Authority shall punctually pay or cause to be paid
the principal, interest and premium, if any, to become due in respect of all the Bonds, in strict confoxrnity
with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but
only out of Revenues and other assets pledged for such payment as provided in this Indenture.
Section 5.02. Extension of Pavment of Bonds. The Authority shall not directly or
indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of
any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the
maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended,
such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of
this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then
Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this
Section 5.02 shall be deemed to limit the right of the Authority to issue bonds or other obligations for the
purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an
extension of maturity of the Bonds.
Section 5.03. Against Encumbrances. The Authority shall not create, or pernut the
creation of, any pledge, lien, charge or other encuxnbrance upon the Revenues and other assets pledged or
assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment
created by this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter
into one or more other indentures for any of its corporate purposes, including other programs under the
Bond Law, and reserves the right to issue other obligations for such purposes.
Section 5.04. Power to Issue Bonds and Make Pled�e and Assi�nment. The Authority is
duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and
assign the Revenues, the Loan Agreement and other assets purported to be pledged and assigned,
respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Bonds
and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the
Authority in accordance with their terms, and the Authority shall at all times, to the extent pernutted by
law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the
rights of the Owners under this Indenture against all claims and demands of all persons whomsoever.
Section 5.05. Accountin� Records and Financial Statements. The Trustee shall at all
times keep, or cause to be kept, proper books of record and account, prepared in accordance with
corporate trust industry standards, in which complete and accurate entries shall be made of all transactions
made by the Trustee relating to the proceeds of Bonds, the Revenues, the Loan Agreement and all funds
and accounts established pursuant to this Indenture. Such books of record and account shall be available
for inspection by the Authority and the Agency, during regular business hours with reasonable prior
notice.
Section 5.06. No Additional Indebtedness. Except for the Bonds, the Authority shall not
incur any indebtedness payable out of the Revenues.
Section 5.07. Tax Covenants.
(a) The Authority covenants that, in order to maintain the exclusion from gross
income for Federal income tax purposes of the interest on the Bonds, and for no other purpose, the
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Authority will satisfy, or take such actions as are necessary to cause to be satisfied, each provision of the
Code necessary to maintain such exclusion. In furtherance of this covenant the Authority agrees to
comply with such written instructions as may be provided by Bond Counsel.
(b) The Authority covenants that no part of the proceeds of the Bonds shall be used,
directly or indirectly, to acquire any Investment Property which would cause the Bonds to become
arbitrage bonds, as that term is defined in Section 148 of the Code, or under applicable Tax Regulations.
In order to assure compliance with the rebate requirements of Section 148 of the Code, the Authority
fixrther covenants that it will pay or cause to be paid to the United States the amounts necessary to satisfy
the requirements of Section 148( fl of the Code, and that it will establish such accounting procedures as
are necessary to adequately determine, account for and pay over any such amount required to be paid
thereunder in a manner consistent with the requirements of Section 148 of the Code, such covenants to
survive the defeasance of the Bonds.
(c) The Authority covenants that it will not take any action or omit to take any
action, which action or omission, if reasonably expected on the date of initial execution and delivery of
the Bonds, would result in a loss of exclusion from gross income for purposes of Federal income taxation,
under Section 103 of the Code, of interest on the Bonds.
(d) The Authority covenants that it will not use or pernut the use of any property
iinanced with the proceeds of the Bonds by any person (other than a state or local governmental unit) in
such manner or to such extent as would result in a loss of exclusion of the interest on the Bonds from
gross income for Federal income tax purposes under Section 103 of the Code.
(e) Notwithstanding any provision of this Indenture, and except as provided below,
the Authority covenants that none of the moneys contained in any of the funds or accounts created
pursuant to this Indenture with respect to the Bonds shall be: (i) used in making loans guaranteed by the
United States (or any agency or instrumentality thereo�, (ii) invested directly or indirectly in a deposit or
account insured by the Federal Deposit Insurance Corporation, National Credit Union Administration or
any other similar Federally chartered corporation, or (iii) otherwise invested directly or indirectly in
obligations guaranteed (in whole or in part) by the United States (or any agency or instrumentality
thereo fl; provided, however, that the above restrictions do not apply to: (a) the investment on moneys
held in the Revenue Fund or any other "bona iide debt service fund" as defined for purposes of Section
148 of the Code, (b) investment in direct obligations of the United States Treasury, (c) investment in
obligations guaranteed by the Federal National Mortgage Association, Government National Mortgage
Association, or the Federal Home Loan Mortgage Corporation, (d) investment in obligations issued
pursuant to Section 21 B(d)(3) of the Federal Home Loan Bank Act, as amended by Section 511(a) of the
Financial Institutions Reforxn, Recovery, and Enforcement Act of 1989, (e) investments pernutted under
regulations issued pursuant to Section 149(b)(3)(B) of the Code, or (� such other investments pernutted
under this Indenture as, in the opinion of Bond Counsel, do not jeopardize the exclusion from gross
income for Federal income tax purposes of interest on the Bonds.
Section 5.08. Loan Agreement. The Trustee, as assignee of the Authority's rights
pursuant to Section 4.01, shall receive all amounts due from the Agency pursuant to the Loan Agreement
and, upon an Event of Default, shall diligently enforce, and take all steps, actions and proceedings
reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the
enforcement of all of the obligations of the Agency thereunder.
The Loan Agreement may be amended or modiiied pursuant to the applicable provisions
thereof, but only with the written consent of the Insurer (as long as the Insurance Policy is in full force
and effect) and only: (i) if the Authority, the Agency or the Trustee first obtains the written consent of the
P6402.10551872531.5 -20-
Owners of a majority in aggregate principal amount of the Bonds then Outstanding to such amendment or
modification, provided, however, that no such amendment or modification shall (a) extend the maturity of
or reduce the amount of interest or principal payments on a Loan, or otherwise alter or impair the
obligation of the Agency to pay the principal, interest or prepayment premiums on a Loan at the time and
place and at the rate and in the currency provided therein, without the express written consent of the
Owner of each affected Bond, (b) reduce the percentage of the Bonds required for the written consent to
any such modification or amendment thereof or hereof, or (c) without its written consent thereto, modify
any of the rights or obligations of the Trustee; or (ii) without the consent of any of the Owners, if such
amendment or modification does not modify the rights or obligations of the Trustee without its prior
written consent, and is for any one or more of the following purposes:
(a) to add to the covenants and agreements of the Agency contained in the
Loan Agreement other covenants and agreements thereafter to be observed, or to limit or surrender any
rights or power therein reserved to or conferred upon the Agency so long as such limitation or surrender
of such rights or powers shall not materially adversely affect the Owners of the Bonds;
(b) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in the Loan Agreement, or in any
other respect whatsoever as the Agency and the Authority may deem necessary or desirable, provided
under any circumstances that such modifications or amendments shall not materially adversely affect the
interests of the Owners of the Bonds;
(c) to amend any provision thereof relating to the Code, to any extent
whatsoever but only if and to the extent such amendment will not adversely affect the exclusion from
goss income for federal income tax purposes of interest on any of the Bonds under the Code, in the
opinion of Bond Counsel; or
(d) to provide for the issuance of Parity Debt under and in accordance with
the provisions of the Loan Agreement.
Nothing in this Section 5.08 shall prevent the Agency and the Authority, with the written
consent of the Insurer (as long as the Insurance Policy is in full force and effect), from entering into any
amendment or modiiication of the Loan Agreement which solely affects a particular Bond or Bonds all of
the Owners of which shall have consented to such amendment or modification; provided, however, no
such amendment or modification shall affect the rights or obligations of the Trustee without its prior
written consent. The Trustee shall be entitled to rely upon the opinion of Bond Counsel stating that the
requirements of this Section 5.08 have been met with respect to any amendment or modification of the
Loan Agreement.
Section 5.09. Further Assurances. The Authority will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper
to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and
confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.
ARTICLE VI
THE TRUSTEE
Section 6.01. Abbointment of Trustee. Wells Fargo Bank, N.A., California, a national
banking association organized and existing under and by virtue of the laws of the United States of
America, is hereby appointed Trustee by the Authority for the purpose of receiving all moneys required to
P6402.1055\872531.5 -21-
be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this
Indenture. The Authority agrees that it will maintain a Trustee which shall be a iinancial institution
having a corporate trust office in the State, with a combined capital and surplus of at least $75,000,000,
and subject to supervision or examination by federal or State authority, so long as any Bonds are
Outstanding. If such financial institution publishes a report of condition at least annually pursuant to law
or to the requirements of any supervising or examining authority above referred to, then for the purpose of
this Section 6.01 the combined capital and surplus of such financial institution shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published.
The Trustee is hereby authorized to pay the principal of and interest and redemption
premium, if any, on the Bonds when duly presented for payment at maturity, or on redemption or
purchase prior to maturity, and to cancel all Bonds upon payment thereo£ The Trustee shall keep
accurate records of all funds administered by it and of all Bonds paid and discharged.
Section 6.02. Accentance of Trusts. The Trustee hereby accepts the trusts imposed upon
it by this Indenture, and agrees to perform said trusts, but only upon and subj ect to the following express
terms and conditions:
(a) The Trustee, prior to the occurrence of an Event of Default and after curing of all
Events of Default which may have occurred, undertakes to perform such duties and only such duties as
are speciiically set forth in this Indenture and no implied covenants, duties or obligations shall be read
into this Indenture against the Trustee. In case an Event of Default hereunder has occurred (which has not
been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this
Indenture, and shall use the same degree of care and skill and diligence in their exercise, as a prudent
person would use in the conduct of its own affairs.
(b) The Trustee may execute any of the trusts or powers hereof and perform the
duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice
of counsel concerning all matters of trust and its duty hereunder. The Trustee may conclusively rely on
an opinion of counsel as full and complete protection for any action taken or suffered by it hereunder.
(c) The Trustee shall not be responsible for any recital herein, in the Loan
Agreement or in the Bonds, or for any of the supplements hereto or thereto or instruments of further
assurance, or for the validity of this Indenture or the Loan Agreement, or for the sufficiency of the
security for the Bonds issued hereunder or intended to be secured hereby, or the tax status of the interest
on the Bonds, and the Trustee shall not be bound to ascertain or inquire as to the observance or
performance of any covenants, conditions or agreements on the part of the Authority hereunder.
(d) The Trustee (including its ofiicers and employees) may become the Owner of
Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and
dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if
it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as
a member of, or in any other capacity with respect to, any comrnittee formed to protect the rights of
Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate
principal amount of the Bonds then Outstanding. The Trustee, either as principal or agent, may engage in
or be interested in any financial or other transaction with the Authority.
(e) The Trustee shall be protected in acting upon any Report, notice, request,
consent, certificate, order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper
or document believed by it to be genuine a�d correct and to have been signed or sent by the proper person
or persons and need not make any investigation into the facts or matters contained therein. Any action
P6402.1055\872531.5 -22-
taken or omitted to be taken by the Trustee pursuant to this Indenture upon the request or authority or
consent of any person who at the time of making such request or giving such authority or consent is the
Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon
Bonds issued in exchange therefor or in place thereo£ The Trustee shall not be bound to recognize any
person as an Owner of any Bond or to take any action at his request unless the ownership of such Bond by
such person shall be reflected on the Registration Books.
( fl As to the existence or non-existence of any fact or as to the sufficiency or
validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Certiiicate of
the Authority as sufiicient evidence of the facts therein contained and prior to the occurrence of an Event
of Default hereunder of which the Trustee has been given notice or is deemed to have notice, as provided
in Section 6.02(h), shall also be at liberty to accept a Certificate of the Authority to the effect that any
particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such
further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the
same.
(g) The pernussive right of the Trustee to do things enuxnerated in this Indenture
shall not be construed as a duty and it shall not be answerable for other than its negligence or willful
misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers,
directors, employees and agents. In the absence of negligence or willful misconduct, the Trustee sha11 not
be liable for any error of judgment.
(h) The Trustee shall not be required to take notice or be deemed to have notice of
any Event of Default hereunder except failure by the Authority to make any of the payments to the
Trustee required to be made by the Authority pursuant hereto, unless the Trustee shall be specifically
notifed in writing of such default by the Authority, the Insurer or by the Owners of at least 25 percent in
aggregate principal amount of the Bonds then Outstanding and all notices or other instruments required
by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Trust
Ofiice of the Trustee in Los Angeles, California, and in the absence of such notice so delivered the
Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid.
(i) At any and all reasonable times the Trustee, and its duly authorized agents,
attorneys, experts, accountants and representatives, shall have the right, but not the obligation, fully to
inspect all books, papers and records of the Authority pertaining to the Bonds, and to make copies of any
of such books, papers and records such as may be desired but which is not privileged by statute or by law.
(j ) The Trustee shall not be required to give any bond or surety in respect of the
execution of the said trusts and powers or otherwise in respect of the premises hereof.
(k) Notwithstanding anything elsewhere in this Indenture with respect to the
execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever
within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand
any showings, certificates, opinions, appraisals or other information, or corporate action or evidence
thereof, as may be deemed desirable for the purpose of establishing the right of the Authority to the
execution of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(1) Before taking action referred to in Section 6.05, Section 8.02 or the first
paragraph of Section 5.08, the Trustee may require that a satisfactory indemnity bond be furnished for the
reimbursement of all expenses to which it may be put and to protect it against all liability, except liability
which is adjudicated to have resulted from its negligence or willful misconduct in connection with any
such action.
P6402.1055\872531.5 -23-
(m) All moneys received by the Trustee shall, until used or applied or invested as
herein provided, be held in trust for the purposes for which they were received but need not be segregated
from other funds except to the extent required by law.
(n) The Trustee shall have no liability or obligation to the Bond Owners with respect
to the payment of debt service by the Authority or with respect to the observance or performance by the
Authority of the other conditions, covenants and terms contained in this Indenture, or with respect to the
investment of any moneys in any fund or account established, held or maintained by the Authority
pursuant to this Indenture or otherwise.
(o) The Trustee makes no covenant, representation or warranty concerning the
current or future tax status of interest on the Bonds. The Trustee need only keep accurate records of all
investments and funds, and send rebate payxnents to the United States in accordance with explicit
instructions from the Authority.
(p) The Trustee shall have no responsibility with respect to any inforxnation,
statement, or recital in any official statement, offering memorandum or any other disclosure material
prepared or distributed with respect to the issuance of the Bonds.
(q) The Trustee in its capacity as Trustee is authorized and directed to execute the
Loan Agreement.
(r) The Trustee shall not be considered in breach of or in default in its obligations
hereunder or progress in respect thereto in the event of enforced delay ("unavoidable delay") in the
performance of such obligations due to unforeseeable causes beyond its control and without its fault or
negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a
government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight
embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or
rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market,
litigation or arbitration involving a party or others relating to zoning or other governmental action or
inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or
delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond
the control of the Trustee; provided that, in the event of any such unavoidable delay under this paragraph
62(r), the Trustee notify the Authority and the Agency in writing within five business days after (i) the
occurrence of the event giving rise to the unavoidable delay, (ii) the Trustee's actual knowledge of the
impending unavoidable delay, or (iii) the Trustee's knowledge of sufiicient facts under which a
reasonable person would conclude the unavoidable delay will occur.
(s) The Trustee agrees to accept and act upon facsimile transmission of written
instructions and/or directions pursuant to this Indenture, provided, however, that: (i) subsequent to such
facsimile transmission of written instructions and/or directions the Trustee shall forthwith receive the
originally executed instructions andJor directions, (ii) such originally executed instructions and/or
directions shall be signed by a person as may be designated and authorized to sign for the party signing
such instructions and/or directions, and (iii) the Trustee shall have received a current incumbency
certificate containing the specimen signature of such designated person.
Section 6.03. Fees, Char�es and Exnenses of Trustee. The Trustee shall be entitled to
payment and reimbursement for reasonable fees for its services rendered hereunder and all advances (with
interest on such advances at the maximum rate allowed by law), counsel fees and expenses (including
those of in-house counsel to the extent they are for services not duplicative of other counsels' work) and
other expenses reasonably and necessarily made or incurred by the Trustee in connection with such
P6402.1055\872531.5 -24-
services, which payment and reimbursement shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust. Upon the occurrence of an Event of Default hereunder, but
only upon an Event of Default, the Trustee shall have a first lien with right of paytnent prior to payment
of any Bond upon the amounts held hereunder for the foregoing fees, charges and expenses incurred by it
respectively, which right to payxnent shall survive the resignation or removal of the Trustee.
Section 6.04. Notice to Owners of Default. If an Event of Default hereunder occurs with
respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in
Section 6.02(h), then the Trustee shall promptly given written notice thereof by first-class mail to the
Owner of each such Bond, unless such Event of Default shall have been cured before the giving of such
notice; provided, however, that unless such Event of Default consists of the failure by the Authority to
make any payment when due, the Trustee may elect not to give such notice if and so long as the Trustee
in good faith deternlines that such Event of Default does not materially adversely affect the interests of
the Owners or that it is otherwise not in the best interests of the Owners to give such notice.
Section 6.05. Intervention bv Trustee. In any judicial proceeding to which the Authority
is a party which, in the opinion of the Trustee, has a substantial bearing on the interests of Owners of any
of the Bonds, the Trustee may intervene on behalf of such Owners, and subject to Section 6.02(1), shall do
so if requested in writing by the Owners of a majority in aggregate principal amount of such Bonds then
Outstanding.
Section 6.06. Removal of Trustee. The Owners of a majority in aggregate principal
amount of the Outstanding Bonds may at any time, and the Authority may (and at the request of the
Agency shall) so long as no Event of Default shall have occurred and then be continuing, remove the
Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in
writing delivered to the Trustee, whereupon the Authority or such Owners, as the case may be, shall
appoint a successor or successors thereto; provided that any such successor shall be a financial institution
meeting the requirements set forth in Section 6.01.
Section 6.07. Resi�nation bv Trustee. T'he Trustee and any successor Trustee may at any
time give written notice of its intention to resign as Trustee hereunder, such notice to be given to the
Authority and the Agency by registered or certified mail. Upon receiving such notice of resignation, the
Authority shall promptly appoint a successor Trustee. Any resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective upon acceptance of appointment by the
successor Trustee. Upon such acceptance, the Authority shall cause notice thereof to be given by iirst
class mail, postage prepaid, to the Bond Owners at their respective addresses set forth on the Registration
Books.
Section 6.08. Annointment of Successor Trustee. In the event of the removal or
resignation of the Trustee pursuant to Sections 6.06 or 6.07, respectively, with the prior written consent of
Agency, the Authority shall promptly appoint a successor Trustee. In the event the Authority shall for
any reason whatsoever fail to appoint a successor Trustee within 60 days following the delivery to the
Trustee of the instrument described in Section 6.06 or within 60 days following the receipt of notice by
the Authority pursuant to Section 6.07, the Tnxstee may, at the expense of the Authority, apply to a court
of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of
Section 6.01. Any such successor Trustee appointed by such court shall become the successor Trustee
hereunder notwithstanding any action by the Authority purporting to appoint a successor Trustee
following the expiration of such sixty-day period.
Section 6.09. Mer�er or Consolidation. Any bank or trust company into which the
Trustee may be merged or converted or with which either of them may be consolidated or any bank or
P6402.1055\87253 I .5 -25-
trust company resulting from any merger, conversion or consolidation to which it shall be a party or any
bank or trust company to which the Trustee may sell or transfer all or substantially all of its corporate
trust business, provided such bank or trust company shall be eligible under Section 6.01, shall be the
successor to such Trustee without the execution or filing of any paper or further act, except as provided in
Section 6.10.
Section 6.10. Concernin� anv Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor and also to the Authority an
instrument in writing accepting such appointment hereunder and thereupon such successor, without any
further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers,
trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the Request
of the Authority, or of the Trustee's successor, execute and deliver an instrument transferring to such
successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every
predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its
successor. Should any instrument in writing from the Authority be required by any successor Trustee for
more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or
intended to be vested in the predecessor Trustee, any and all such instruments in writing shall, on request,
be executed, acknowledged and delivered by the Authority.
Section 6.11. Appointment of Co-Trustee. It is the purpose of this Indenture that there
shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or
restricting the right of banking corporations or associations to transact business as Trustee in such
jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of
the enforcement of the rights of the Trustee on default, or in the case the Trustee or the Authority deems
that by reason of any present. or future law of any jurisdiction it may not exercise any of the powers, rights
or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take
any other action which may be desirable or necessary in connection therewith, it may be necessary that
the Trustee or the Authority appoint an additional individual or institution as a separate co-trustee. The
following provisions of this Section 6.1 I are adopted to these ends.
In the event that the Trustee or the Authority appoints an additional individual or
institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of
action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by
or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee
but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and
remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-
trustee shall run to and be enforceable by either of them. The Trustee shall not be liable for the acts or
omissions of any separate or co-trustee appointed hereunder.
Should any instrument in writing from the Authority be required by the separate trustee
or co-trustee so appointed by the Trustee for more fu11y and certainly vesting in and con%rming to it such
properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on
request, be executed, acknowledged and delivered by the Authority. In case any separate trustee or co-
trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates,
properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as
permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or
successor to such separate trustee or co-trustee.
Section 6.12. Indemnification; Limited Liabilitv of Trustee. The Authority further
covenants and agrees to indexnnify, defend and save the Trustee and its officers, directors, agents and
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employees, hartnless against any loss, expense and liabilities wluch it may incur arising out of or in the
exercise and perforxnance of its powers and duties hereunder, including the costs of expenses of defending
against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to
the negligence or intentional misconduct of the Trustee, its officers, directors or employees. No provision
in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial
liability hereunder if it shall have reasonable grounds for believing repayment of such funds or adequate
indemnity against such liability or risk is not assured to it. The Trustee shall not be liable for any action
taken or omitted to be taken by it in accordance with the direction of the Insurer or the Owners of at least
a majority in aggregate principal amount of Bonds Outstanding relating to the time, method and place of
conducting any proceeding or remedy available to the Trustee under this Indenture in exercising any trust
or power conferred on the Trustee by this Indenture. The obligations of the Authority under this Section
shall survive the payment and discharge of the Bonds or the resignation or rernoval of the Trustee under
this Indenture.
ARTICLE VII
MODIF'ICATION AND AMENDMENT OF THE
INDENTURE
Section 7.01. Amendment Hereof. This Indenture and the rights and obligations of the
Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental
Indenture which shall become binding upon adoption, with the written consent of the Insurer (as long as
the Insurance Policy is in full force and effect) but without consent of any Bond Owners, to the extent
pernutted by law but only for any one or more of the following purposes:
(a) To add to the covenants and agreements of the Authority in this Indenture
contained, other covenants and agreements thereafter to be observed, or to Iimit or surrender any rights or
powers herein reserved to or conferred upon the Authority so long as such limitation Qr surrender of such
rights or powers shall not materially adversely affect the Owners of the Bonds; or
(b) To make such provisions for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained in this Indenture, or in any other respect
whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that
such modifications or amendments shall either (i) conform to the original intention of the Authority, or
(ii) not materially adversely affect the interests of the Owners of the Bonds in the reasonable judgment of
the Authority; or
(c) To amend any provision hereof relating to the Code, to any extent whatsoever but
only if and to the extent such amendment will not adversely affect the exclusion from gross income of
interest on any of the Bonds under the Code, in the opinion of Bond Counsel.
Except as set forth in the preceding paragraphs of this Section 7.01, this Indenture and the
rights and obligations of the Authority and of the Owners of the Bonds may only be modified or amended
at any time by a Supplemental Indenture which shall become binding when the written consent of the
Insurer (as long as the Insurance Policy is in full force and effect) and of the Owners of a majority in
aggregate principal amount of the Bonds then Outstanding are iiled with the Trustee. No such
modification or amendment shall (i) extend the maturity of or reduce the interest rate on any Bond or
otherwise alter or impair the obligation of the Authority to pay the principal, interest or premiums, if any,
at the time and place and at the rate and in the currency provided therein of any Bond without the express
written consent of the Owner of such Bond ox (ii) reduce the percentage of Bonds required for the written
P6402.1055\872531.5 -27-
consent to any such amendment or modiiication. In no event shall any Supplemental Indenture modify
any of the rights or obligations of the Trustee without its prior written consent.
Section 7.02. Effect of Suuplemental Indenture. From and after the time any
Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to
be modified and amended in accordance therewith, the respective rights, duties and obligations of the
parties hereto or thereto and all Owners of Outstanding Bonds, as the case may be, shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such modification and
amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of
the terms and conditions of this Indenture for any and a11 purposes.
Section 7.03. Endorsement or Renlacement of Bonds After Amendment. After the
effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds
shall bear a notation, by endorsement in form approved by the Authority, as to such action, and in that
case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his
bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action shall be made
on such Bond at the expense of the Authority. If the Authority shall so determine, new Bonds so
modified as, in the opinion of the Authority, shall be necessary to conform to such Bond Owners' action
shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at
such effective date such new Bonds shall be exchanged at the Trust Office of the Trustee, at the expense
of the Authority, for Bonds then Outstanding, upon surrender of such Outstanding Bonds.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SO LONG AS
THE INSURANCE POLICY REMAINS IN EFFECT AND THE INSURER HAS NOT DEFAULTED
WITH RESPECT TO ITS PAYMENT OBLIGATIONS UNDER THE INSURANCE POLICY, ALL
PROVISIONS OF THIS ARTICLE VIII SHALL BE SUBJECT TO, AND QUALIFIED BY, THE
PROVISIONS SET FORTH IN ARTICLE IX, 1NCLUDING, WITHOUT LIMITATION, THE
INSURER'S RIGHT TO CONSENT TO ACCELER.ATION OF THE BONDS, AND THE INSURER'S
RIGHT TO CONSENT TO OR DIRECT CERTAIN AUTHORITY, TRUSTEE OR OWNER ACTIONS.
Section 8.01. Events of Default. The following events shall be Events of Default
hereunder:
(a) Default in the due and punctual payment of the principal of any Bond when and
as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for
redemption, by declaration or otherwise.
(b) Default in the due and punctual payment of any installment of interest on any
Bond when and as such interest installment shall become due and payable.
(c) Failure by the Authority to observe and perform any of the covenants,
agreements or conditions on its part in this Indenture or in the Bonds contained, other than as referred to
in the preceding Paragraphs (a) and (b), for a period of 60 days after written notice, specifying such a
failure and requesting that it be remedied has been given to the Authority by the Trustee, or to the
Authority and the Trustee by the Owners of a majority in aggregate principal amount of the Outstanding
Bonds; provided, however, that if in the reasonable opinion of the Authority the failure stated in such
notice can be corrected, but not within such 60 day period, such failure shall not constitute an Event of
P6402.1055\872531.5 -28-
Default if corrective action is instituted by the Authority within such 60 day period and diligently pursued
until such failure is corrected.
(d) The filing by the Authority of a petition or answer seeking reorganization or
arrangement under the federal bankruptcy Iaws ox any other applicable law of the United States of
America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent
of the Authority, seeking reorganization under the fedez-al banktuptcy laws or any other applicable law of
the United States of America, or if, under the provisions of any other law for the relief or aid of debtors,
any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or
any substantial part of its property.
(e) The occurrence of any Event of Default under, and as that term is deiined in, the
Loan Agreement.
Section 8.02. Remedies Upon Event of Default. Subject to the provisions of Article IX,
if any Event of Default shall occur, then, and in each and every such case during the continuance of such
Event of Default, the Trustee may, and at the written direction of the Owners of a majority in aggregate
principal amount of the Bonds at the time Outstanding shall, upon notice in writing to the Authority and
the Agency, declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to
be due and payable immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Bonds contained to the contrary
notwithstanding.
Any such declaration is subject to the condition that if, at any time after such declaration
and before any judgment or decree for the payment of the moneys due shall have been obtained or
entered, the Authority or the Agency shall deposit with the Trustee a sum sufficient to pay a11 the
principal of and installments of interest on the Bonds payment of which is overdue, with interest on such
overdue principal at the rate borne by the respective Bonds to the extent permitted by law, and the charges
and expenses of the Trustee and its counsel (including the allocated costs and disbursements of in-house
counsel to the extent the services of such counsel are not duplicative of services provided by outside
counsel), and any and all other Events of Default known to the Trustee (other than in the payment of
principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have
been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be
adequate shall have been made therefor, then, and in every such case, the Owners of not less than a
majority in aggregate principal amount of the bonds then Outstanding, by written notice to the Authority,
the Agency and the Trustee, or the Trustee if such declaration was made by the Trustee, may, on behalf of
the Owners of all of the Bonds, rescind and annul such declaxation and its consequences and waive such
Event of Default; but no such rescission and annulment sha11 extend to or shall affect any subsequent
Event of Default, or shall impair or e�aust any right or power consequent thereon.
In addition, upan the occurrence and during the continuance of an Event of Default, the
Trustee rnay pursue any available remedy at law or in equity to enforce the payment of the principal of
and interest and premium, if any, on the Bonds, and to enforce any rights of the Trustee under or with
respect to the Loan Agreement and this Indenture.
If an Event of Default shall have occurred and be continuing and if requested so to do by
the Owners of a majority in aggregate principal amount of Outstanding Bonds and indexnnified as
provided in Section 6.02(1), the Trustee shall be obligated to exercise such one or more of the rights and
powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most
expedient in the interest of the Bond Owners.
P6402.1055\872531.5 -29-
No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to
the Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be
cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners hereunder
or now or hereafter existing at law or in equity.
No delay or omission to exercise any right ar power accruing upon any Event of Default
shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or
acquiescence therein; such right or power may be exercised from time to time as often as may be deemed
expedient.
Section 8.03. Annlication of Revenues and Other Funds After Default. All amounts
received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of
this Indenture shall be applied by the Trustee in the following order upon presentation of the several
Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the
surrender thereof if fully paid:
First, to the payment of the fees, costs and expenses of the Trustee, including reasonable
compensation to its agents, attorneys and counsel (including the allocated costs and disbursements of in-
house counsel to the extent the services of such counsel are not duplicative of services provided by
outside counsel); and
Second, to the payment of the whole amount of interest on and principal of the Bonds
then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted
by law at the net effective rate of interest then borne by the Outstanding Bonds; provided, however, that
in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal,
then such amounts shall be applied in the following order of priority:
(i) first, to the payrnent of all installments of interest on the Bonds then due
and unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such
interest in full,
(ii) second, to the payment of principal of all installments of the Bonds then
due and payable, on a pro rata basis in the event that the available amounts are insufficient to pay all such
principal in full, and
(iii) third, to the payment of interest on overdue installments of principal and
interest, on a pro rata basis in the event that the available amounts are insufiicient to pay all such interest
in full.
Section 8.04. Power of Trustee to Control Proceedints. Subject to the provisions of
Article IX, in the event that the Trustee, upon the happening of an Event of Default, shall have taken any
action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own
discretion or upon the request of the Owners of at least a majority in aggregate principal amount of the
Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of
the Owners, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other
disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an
Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation
pending at law or in equity, if at the time there has been filed with it a written request signed by the
Owners of a majority in aggregate principal amount of the Outstanding Bonds hereunder opposing such
discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Any suit, action
or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder
P6402.1055\872531.5 -30-
rnay be brought by the Trustee for the equal benefit and protection of all Owners siznilarly situated and
the Trustee is hereby appointed (and the successive respective Owners hereunder, by taking and holding
the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the
respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform
any and all acts and things for an on behalf of the respective Owners as a class or classes, as may be
necessary or advisable in the opinion of the Trustee as such attorney-in-fact.
Section 8.05. Apbointment of Receivers. Upon the occurrence of an Event of Default
hereunder, and upon the �ling of a suit or other commencement of judicial proceedings to enforce the
rights of the Trustee and of the Owners under this Indenture, the Trustee shall be entitled, as a matter or
right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder,
pending such proceedings, with such powers as the court making such appointment shall confer.
Section 8.06. Non-Waiver. Nothing in this Article VIII or in any other provision of this
Indenture, or in the Bonds, shall affect or impair the obligation of the Authority, which is absolute and
unconditional, to pay the interest on and principal of the Bonds to the respective Owners of the Bonds at
the respective dates of maturity, as herein provided, out of the Revenues and other moneys herein pledged
for such payment.
A waiver of any default or breach of duty or contract by the Trustee or any Owners shall
not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any
such subsequent default or breach. No delay or omission of the Trustee or any Owner to exercise any
right or power accruing upon any default shall impair any such right or power or shall be construed to be
a waiver of any such default or any acquiescence therein; and every power and remedy conferred upon
the Trustee or Owners by the Bond Law or by this Article VIII may be enforced and exercised, upon an
Event of Default, from time to time and as often as shall be deemed expedient by the Trustee or the
Owners, as the case may be.
Section 8.07. Limitation on Ri�hts and Remedies of Owners. No Owner sha11 have the
right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this
Indenture, unless (i) such Owner shall have previously given to the Trustee written notice of the
occurrence of an Event of Default; (ii) the Owners of a majority in aggregate principal amount of all the
Bonds then Outstanding shall have made written request upon the Trustee ta exercise tha powers
hereinbefore granted or to institute such action, suit or proceeding in its own name; (iii) said Owners shall
have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses
and liabilities to be incurred in compliance with such request; and (iv) the Trustee shall have refused or
omitted to comply with such request for a period of 60 days after such written request shall have been
received by, and said tender of indemnity shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy
hereunder; it being understood and intended that no one or more Owners shall have any right in any
manner whatever by his or their action to enforce any right under this Indenture, except in the manner
herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture
shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all
Owners.
The right of any Owner of any Bond to receive payment of the principal of and interest
and premium, if any, on such Bond as herein provided or to institute suit for the enforcement of any such
payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding
the foregoing provisions of this Section or any other provision of this Indenture.
P6402.1055\872531.5 -31-
Section 8.08. Termination of Proceedinss. In case the Trustee shall have proceeded to
enforce any right under tlus Indenture by the appointment of a receiver or otherwise, and such
proceedings shall have been discontinued or abandoned for any reason, or s�iall have been deternuned
adversely, then and in every such case, the Authority, the Tnzstee and the Owners shall be restored to
their former positions and rights hereunder, respectively, with regard to the property subject to this
Indenture, and aIl rights, remedies and powers of the Trustee sha11 continue as if no such proceedings had
been taken.
ARTICLE IX
BOND INSUREINCE
(to come)
ARTICLE X
BOOK-ENTRY SYSTEM
SECTION 10.01 Book-Entry Svstem; Lixnited Obli�ation of Authoritv. The Bonds shall
be initially delivered in the form of a separate single fully registered Bond (which may be typewritten) for
each of the maturities of the Bonds. Upon initial delivery, the ownership of each such Bond shall be
registered in the registration books kept by the Tnzstee in the name of the Nominee as nominee of the
Depository. Except as provided in Section 10.03, all of the Outstanding Bonds shall be registered in the
registration books kept by the Trustee in the name of the Nominee.
With respect to Bonds registered in the registration books kept by the Trustee in the name
of the Nominee, the Auchority and the Trustee shall have no responsibility or obligation to any Participant
or to any person on behalf of which such a Participant holds an interest in the Bonds. Without limiting
the innmediately preceding sentence, the Authority and the Trustee shall have no responsibility or
obligation with respect to (i) the accuracy of the records of the Depository, the Noxninee, or any
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any
other person, other than an Owner as shown in the registration books kept by the Trustee, of any notice
with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository and its
Participants of the beneficial interests in the Bonds to be redeemed in the event the Bonds are redeemed in
part, or (iv) the payment to any Participant or any other person, other than an Owner as shown in the
registration books kept by the Trustee, of any amount with respect to principal of, premium, if any, or
interest due with respect to the Bonds. The Authority and the Trustee may treat and consider the person
in whose name each Bond is registered in the registration books kept by the Trustee as the holder and
absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with
respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to
such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes
whatsoever. The Trustee shall pay all principal of, premium, if any, and interest due with respect to the
Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the
Trustee, or their respective attorneys duly authorized in writing, and all such payxnents shall be valid and
effective to satisfy and discharge fully the Authority's obligations with respect to payment of the
principal, premium, if any, and interest due with respect to the Bonds to the extent of the sum or sums so
paid. No person other than an Owner, as shown in the registration books kept by the Trustee, shall
receive a Bond evidencing the obligation of the Authority to make payments of principal, premium, if
any, and interest pursuant to this Indenture. Upon delivery by the Depository to the Trustee and the
Authority of written notice to the effect that the Depository has deternuned to substitute a new nominee in
P6402.1055\872531.5
�c�►.E
place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word
Nominee in this Indenture shall refer to such new nominee of the Depository.
SECTION 10.02 Rebresentation Letter. In order to qualify the Bonds for the
Depository's book entry system, the Authority has heretofore executed and delivered ta such Depository
the Representation Letter. The execution and delivery of a Representation Letter shall not in any way
impose upon the Authority or the Tnastee any obligation whatsoever with respect to persons having
interests in the Bonds other than the Owners, as shown on the registration books kept by the Trustee. The
Trustee agrees to take all action necessary to continuously comply with all representations made by it in
its Representation Letter to the extent that such action is not inconsistent with this Indenture. In addition
to the execution and delivery of the Representation Letter, the other officers of the Authority are hereby
authorized to take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the
Depository's book entry program.
SECTION 10.03 Transfers Outside Book-Entry Svstem. In the event (a) the Depository
deternunes not to continue to act as securities depository for the Bonds, or (b) the Authority deternunes
that the Depository shall no longer so act, then the Authority will discontinue the book-entry system with
the Depository. If the Authority fails to identify another qualifed securities depository to replace the
Depository, then the Bonds so designated shall no longer be restricted to being registered in the
registration books kept by the Trustee in the name of the Nominee, but shall be registered in whatever
nazne or names persons transferring or exchanging Bonds shall designate, in accordance with the
provisions of Section 2.09.
SECTION 10.04 Pavments to the Nominee. Notwithstanding any other provisions of
this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments
with respect to principal, premiuxn, if any, and interest due with respect to such Bond and all notices with
respect to such Bond shall be made and given, respectively, as provided in the Representation Letter or as
otherwise instructed by the Depository.
SECTION 10.05 Initial Denository and Nominee. The initial Depository under this
Article shall be The Depository Trust Company, New York, New York. The initial Nominee shall be
Cede & Co., as Nominee of The Depository Trust Company, New York, New York.
ARTICLE XI
MISCELLANEOUS
Section I 1.01. Limited Liabilitv of Authoritv. Notwithstanding anything in this
Indenture contained, the Authority shall not be required to advance any moneys derived from any source
of income other than the Revenues for the payment of the principal of or interest on the Bonds, or any
premiums upon the redemption thereof, or for the performance of any covenants herein contained (except
to the extent any such covenants are expressly payable hereunder from the Revenues or otherwise from
amounts payable under the Loan Agreement). The Authority may, however, advance funds for any such
purpose, provided that such funds are derived from a source legally available for such ptupose and may
be used by the Authority for such purpose without incurring indebtedness.
The Bonds shall be revenue bonds, payable exclusively from the Revenues and other
funds as in this Indenture provided. The general fund of the Authority is not liable, and the credit of the
Authority is not pledged, for the payment of the interest and premium, if any, on or principal of the
Bonds. The Owners of the Bonds shall never have the right to compel the forfeiture of any property of
the Authority. The principal of and interest on the Bonds, and any premiums upon the redemption of any
P6402.1055\872531.5 -33-
thereof, shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the
Authority or upon any of its income, receipts or revenues except the Revenues and other funds pledged to
the payment thereof as in this Indenture provided.
Section 11.02. Benefits of Indenture Limited to Parties. Nothing in this Indenture,
expressed or implied, is intended to give to any person other than the Authority, the Trustee, the Agency,
the Insurer, and the Owners of the Bonds, any right, remedy or claim under, or by reason of this Indenture.
Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the
Authority sha11 be for the sole and exclusive benefit of the Trustee, the Agency, the Insurer, and the
Owners of the Bonds.
Section 11.03. Discharse of Indenture. If the Authority shall pay and discharge any or
all of the Outstanding Bonds in any one or more of the following ways:
(a) By well and truly paying or causing to be paid the principal of and
interest and premium, if any, on such Bonds, as and when the same become due and payable;
(b) By irrevocably depositing with the Trustee, in trust, at or before maturity,
money which, together with the available amounts then on deposit in the funds and accounts established
with the Trustee pursuant to this Indenture and the Loan Agreement, is fully sufficient to pay such Bonds,
including all principal, interest and premiums, if any; or
(c) By irrevocably depositing with the Trustee or any other fiduciary, in
trust, non-callable Defeasance Obligations in such amount as an Independent Accountant shall determine
will, together with the interest to accrue thereon and available moneys then on deposit in the funds and
accounts established with the Trustee pursuant to this Indenture and the Loan Agreement, be fully
sufficient to pay and discharge the indebtedness on such Bonds (including a11 principal, interest and
redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed
prior to the maturity thereof notice of such redemption shall have been mailed pursuant to Section 2.03 or
provision satisfactory to the Trustee shall have been made for the mailing of such notice, then, at the
Request of the Authority, and notwithstanding that any of such Bonds sha11 not have been surrendered for
payment, the pledge of the Revenues and other funds provided for in this Indenture with respect to such
Bonds, and all other pecuniary obligations of the Authority under this Indenture with respect to all such
Bonds, shall cease and ternunate, except only the obligation of the Authority to pay or cause to be paid to
the Owners of such Bonds not so surrendered and paid all sums due thereon from amounts set aside for
such purpose as aforesaid, and all expenses and costs of the Trustee. Any funds held by the Trustee
following any payment or discharge of the Outstanding Bonds pursuant to this Section 10.03 and the
payment of the Trustee's expenses and costs shall be paid over to the Authority,
Section 11.04. Successor Is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture the Authority is named or referred to, such
reference shall be deemed to include the successor to the powers, duties and functions, with respect to the
management, administration and control of the affairs of the Authority, that are presently vested in the
Authority, and all the covenants, agreements and provisions contained in this Indenture by or on behalf of
the Authority shall bind and inure to the benefit of its successors whether so expressed or not.
Section 11.05. Content of Certificates. Every Certificate of the Authority with respect to
compliance with a condition or covenant provided for in this Indenture shall include (i) a statement that
the person or persons making or giving such Certificate have read such covenant or condition and the
definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Certificate are based; (iii) a
P6402.1055\872531.5 -34-
statement that, in the opinion of the signers, they have made or caused to be made such examination or
investigation as is necessary to enable them to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of the
signers, such condition or covenant has been complied with.
Any such certificate rnade or given by an officer of the Authority may be based, insofar
as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such
officer knows that the certificate or opinion or representations with respect to the matters upon which his
certificate may be based, as aforesaid, are erroneous, or in the exercise of xeasonable care should have
known that the same were erroneous. Any such certificate or opinion or representation made or given by
counsel may be based, insofar as it relates to factual matters, on information with respect to which is in
the possession of the Authority, or upon the certiiicate or opinion of or representations by an officer or
officers of the Authority, unless such counsel knows that the certificate or opinion or representations with
respect to the matters upon which his certiiicate, opinion or representation may be based, as aforesaid, are
erroneous.
Section 11.06. Execution of Documents bv Owners. Any request, consent or other
instrument required by this Indenture to be signed and executed by Bond Owners may be in any number
of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners
in person or by their agent or agents duly appointed in writing. Proof of the execution of any such
request, consent or other instrument or of a writing appointing any such agent, shall be sufiicient for any
purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in
the manner provided in this Section 11.06.
The fact and date of the execution by any person of any such request, consent or other
instrurnent or writing may be proved by the affidavit of a witness of such execution or by the certificate of
any notary public or other officer of any jurisdiction, authorized by the laws ihereof to take
acknowledgments of deeds, certifying that the person signing such request, consent or other instrument or
writing acknowledged to him the execution thereof.
The ownership of Bonds shall be proved by the Registration Books. Any request,
consent or vote of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner
of any Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be
done by the Trustee or the Authority in pursuance of such request, consent or vote. In lieu of obtaining
any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of
the Bond Owners upon such notice and in accordance with such rules and obligations as the Trustee
considers fair and reasonable for the purpose of obtaining any such action.
Section 11.07. Dispualified Bonds. In deternuning whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, airection, consent or waiver
under this Indenture, Bonds which are owned or held by or for the account of the Agency or the Authority
(but excluding Bonds held in any employees' retirement fund) shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, provided, however, only Bonds which a
responsible ofiicer of the Trustee actually knows to be so owned or held shall be disregarded.
Section 11.08. Waiver of Personal Liabilitv. No officer, agent or employee of the
Authority shall be individually or personally liable for the payment of the interest on or principal of the
Bonds; but nothing herein contained shall relieve any such officer, agent or employee from the
performance of any official duty provided by law.
P6402.1055\872531.5 -35-
Section 11.09. Partial Invaliditv. If any one or more of the covenants or agreements, or
portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be
performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or
such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants
and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the
Bonds; but the Bond Owners shall retain all rights and benefits accorded to them under the Bond Law or
any other applicable provisions of law. The Authority hereby declares that it would have entered into this
Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof
and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one
or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the
application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or
invalid.
Section 11.10. Destruction of Cancelled Bonds. Whenever in this Indenture provision is
made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant to the
provisions of this Indenture, the Trustee shall, as permitted by law, destroy such cancelled Bonds and,
upvn Request of the Authority, provide to the Authority a certificate of destruction duly executed by the
Trustee, and the Authority shall be entitled to rely upon any statement of fact contained in such certifcate
with respect to the destruction of any such Bonds therein referred to; provided, however, the Authority
shall reimburse the Trustee for the Trustee's costs incurred in connection with the microiilming or the
required permanent recording, if any, related thereto.
Section 11.11. Funds and Accounts. Any fund or account required by this Indenture to
be established and maintained by the Authority or the Trustee may be established and maintained in the
accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and
may, for the purpose of such records, any audits thereof and any reports or statements with respect
thereto, be treated either as a fund or as an account. All such records with respect to all such funds and
accounts held by the Authority shall at all times be maintained in accordance with generally accepted
accounting principles and all such records with respect to all such funds and accounts held by the Trustee
shall be at all times maintained in accordance with corporate trust industry practices. Any fund or
account required by this Indenture to be established and maintained by the Authority or the Trustee may
be established and maintained in the form of multiple funds, accounts or sub-accounts therein.
Section 11.12. Pavment on Business Days. Whenever in this Indenture any amount is
required to be paid on a day which is not a Business Day, such payment shall be required to be made on
the Business Day immediately following such day, provided that interest shall not accrue from and after
such day.
Section 11.13. Notices. Any notice, request, complaint, demand or other communication
under this Indenture shall be given by iirst class rnail or personal delivery to the party entitled thereto at
its address set forth below, or by telecopy or other form of telecommunication, confirmed by telephone at
its number set forth below. Notice shall be effective either (i) upon transmission by telecopy or other
form of telecommunication, (ii) 48 hours after deposit in the United States mail, postage prepaid, or
(iii) in the case of personal delivery to any person, upon actual receipt. The Authority, the Agency or the
Trustee may, by written notice to the other parties, from time to time modify the address or number to
which communications are to be given hereunder.
If to the Authority: Palm Desert Financing Authority
73-510 Fred Waring Drive
Palm Desert, California 92260
Attention: Chief Administrative Ofiicer
P6402.1055\872531.5 -36-
Facsimile: (760) 340-0574
If to the Agency: Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, California 92260
Attention: Executive Director
Facsimile: (760) 340-OS74
If to the Trustee: Wells Fargo Bank, N.A.
707 Wilshire Boulevard, 17th Floor
Los Angeles, California 90017
Attention: Corporate Trust Department
Facsimile: (213) 614-3355
If to the Insurer:
Attention:
Facsimile: (�
The Authority, the Agency, the Trustee and the Insurer may designate any further or
different addresses to which subsequent notices, certificates or other communications shall be sent.
Notices to the Insurer shall be governed by Section 9.02.
Section 11.14. Unclaimed Monevs. Anything in this Indenture to the contrary
notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the
Bonds or the interest thereon which remain unclaimed for two years after the date when such Bonds or the
interest thereon have become due and payable, either at their stated maturity dates or by call for earlier
redemption, if such moneys were held by the Trustee at such date, or for two years after the date of
deposit of such moneys if deposited with the Trustee after said date when such Bonds or the interest
thereon become due and payable, shall, at the Request of the Authority, be repaid by the Trustee to the
Authority, as its absolute property and free from tntst, and the. Trustee shall thereupon be released and
discharged with respect thereto and the Owners shall look only to the Authority for the payment of such
Bonds; provided, however, that before making any such payment to the Authority, the Trustee shall, at the
Request and at the expense of the Authority, cause to be mailed to the Owners of all such Bonds, at their
respective addresses appearing on the Registration Books, a notice that said moneys remain unclaimed
and that, after a date named in said notice, wkuch date shall not be less than 30 days after the date of
mailing of such notice, the balance of such moneys then unclaimed will be returned to the Authority.
Section 11.15. Governin� Law. This Agreement shall be construed and governed in
accordance with the laws of the State of California.
P6402.1055\872531.5 -37-
IN WITNESS WHEREOF, the PALM DESERT FINANCING AUTHORITY has caused this
Indenture to be signed in its name by its duly authorized officer and WELLS FARGO BANK, N.A., in
token of its acceptance of the trust created hereunder, has caused this Indenture to be signed in its
corporate name by its officer identified below, all as of the day and year first above written.
P6402.1055\872531.5
PALM DESERT FINANCING AUTHORITY
:
Chief Administrative Officer
WELLS FARGO BANK, N.A., as Trustee
:
:
Authorized Officer
EXHIBIT A
[FORM OF SERIES 2006A BOND]
Unless this certiiicate is presented by an authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the Authority or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is rnade to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
No.
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION REFLJNDING REVENUE BOND
(PROJECT AREA NO. 2)
2006 SERIES A
$
RATE OF 1NTEREST MATURITY DATE ORIGINAL ISSUE DATE CUSIP
August l, 20_
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The PALM DESERT FINANCING AUTHORITY, a joint powers authority organized and
existing under the laws of the State of California (the "Authority"), for value received, hereby promises to
pay (but onty out af the Revenues, as defned in the Indenture hereinafter referred to, and certain other
moneys) to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the
Maturity Date identiiied above or any earlier redemption date, the Principal Amount identified above in
lawful money of the United States of America; and to pay interest thereon at the Rate of Interest identified
above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of
authentication of this Series 2006A Bond (unless this Series 2006A Bond is authenticated on or before an
Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment
Date, in which event it shall bear interest from such Interest Payment Date, or unless this Series 2006A
Bond is authenticated on or prior to July 15, 2006, in which event it shall bear interest from the Original
Issue Date identified above; provided, however, that if, at the time of authentication of this Series 2006A
Bond, interest is in default on this Series 2006A Bond, this Series 2006A Bond shall bear interest from
the Interest Payment Date to which interest hereon has previously been paid or made available for
payment), payable semiannually on February 1 and August 1 in each year, commencing August 1, 2006
(the "Interest Payment Dates") until payment of such Principal Amount in full. The Principal Amount
hereof is payable upon presentation hereof upon maturity or earlier redemption at the corporate trust
office of Wells Fargo Bank, N.A. (the "Trustee") in Los Angeles, California or such other location as the
P6402.1055\872531.5
A-1
Trustee shall designate (the "Trust Office"). Interest hereon is payable by check or draft of the Trustee
mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of
the Registered Owner as it appears on the registration books of the Trustee as of the fifteenth calendar day
of the month preceding such Interest Payrnent Date (except in the case of a Registered Owner of at least
$1,000,000 in aggregate principal amount, such payment may, at such Registered Owner's option, be
made by wire transfer of immediately available funds in accordance with written instructions provided by
such Registered Owner prior to the fifteenth catendar day of the month preceding such Interest Payment
Date).
This Series 2006A Bond is one of a duly authorized series of bonds of the Authority designated
the Palm Desert Financing Authority, Subordinate Tax Allocation Refunding Revenue Bonds (Froject
Area No. 2), 2006 Series A(the "Series 2006A Bonds"), limited in principal amount to $ . The
Authority has issued another series of bonds designated the Palm Desert Financing Authority,
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"), in initial principal
amount to $ , concurrently with the issuance of the Series 2006A Bonds. Both the Series
2006A Bonds and the Series 2006B Bonds are secured by an Indenture of Trust, dated as of May 1, 2006
(the "Indenture"), by and between the Authority and the Trustee. Unless the context clearly xequires
otherwise, capitalized terms used but not defined herein have the meanings ascribed to them in the
Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a
description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues,
of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority
thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract
between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture
the Registered Owner hereof, by acceptance hereof, assents and agrees.
The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond
Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, Tit1e 1 of the Government Code of the
State of California (the "Act"}. The Bonds are special obligations of the Authority and, as and to the
extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the
Revenues and certain other moneys and securities held by the Trustee as provided in the Indenture. All of
the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues and such
other moneys and securities, and the Revenues and such other moneys and securities constitute a tzust
fund for the security and paym.ent of the principal of and interest on the Bonds. The full faith and credit
of the Authority is not pledged for the payment of the principal of or interest or premiuxn (if any) on the
Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon,
any of the property of the Authority or any of its income or receipts, except the Revenues and such other
moneys and securities as provided in the Indenture.
The Series 2006A Bonds have been issued for the purpose of making a loan (the "Series 2006A
Loan") to the Palm Desert Redevelopment Agency (the "Agency") to �nance and reiinance certain public
capital improvements with respect to a redevelopment project known and designated as Project Area
No. 2. The Series 20Q6A Loan has been made by the Authority to the Agency pursuant to a Project Area
No. 2 Loan Agreement, dated as of May 1, 2006 (the "Loan Agreement"), by and among the Agency, the
Authority and the Trustee.
The Series 2006A Bonds are subject to redemption prior to their respective maturity dates as a
whole, or in part among maturities as designated by the Authority and by lot within a maturity, from
prepayments of the Series 2006A Loan made at the option of the Agency pursuant to the Loan
Agreement, on any Interest Payment Date on or after August 1, 20_, at the following respective
redemption prices (expressed as a percentage of the principal amount of Series 2006A Bonds to be
P6402.1055\872531.5 A-2
redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
August 1, 20_ and February 1, 20^ %
August 1, 20_ and February 1, 20_
August 1, 20_ and thereafter 100
The Series 2006A Bonds maturing on August 1, 20_ and August 1, 20_ are also subject to
mandatory sinking fund redemption by lot, on August 1 in each year commencing August 1, 20_ and
August 1, 20_, respectively, at a redemption price equal to the principal amount thereof to be redeemed,
without premium, plus accrued interest to the date of redemption, in the aggregate respective principal
amounts set forth in the Indenture; nrovided, however, that in lieu of redemption thereof, such Series
2006A Bonds may be purchased by the Agency pursuant to the Loan Agreement.
The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of
any redemption to the respective owners of any Series 2006A Bonds designated for redemption, at their
respective addresses appearing on the registration books maintained by the Trustee, and by such means as
acceptable to the following institutions, to the Securities Depositories and to one or more Information
Services, at least 30 but not more than 60 days prior to the redemption date; provided, however, that
neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the
proceedings for the redemption of such Series 2006A Bonds or the cessation of the accrual of interest
thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the
redemption price and shall designate the CUSIP numbers, the serial numbers of each maturity or
maturities (except that if the event of redemption is of all of the Series 2006A Bonds of such maturity or
maturities in whole, the Trustee shall designate such maturities or the maturity in whole without
referencing each individual number) of the Series 2006A Bonds to be redeemed, and shall require that
such Series 2006A Bonds be then surrendered at the Trust Office for redemption at the redemption price,
giving notice also that further interest on such Series 2006A Bonds will not accrue from and after the
redemption date.
Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, this
Series 2006A Bond may be exchanged at the Trust Office for a Iike aggregate Maturity Amount and
maturity of fully registered Series 2006A Bonds of other authorized denominations.
This Series 2006A Bond is transferable by the Registered Owner hereof, in person or by his
attorney duly authorized in writing, at the Trust Office, but only in the manner, subject to the limitations
and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this
Series 2006A Bond. Upon such transfer a new fully registered Series 2006A Bond or Series 2006A
Bonds, of authorized denominatiori or denominations, for the same aggregate principal amount and of the
same maturity will be issued to the transferee in exchange therefor. The Trustee shall not be required to
register the transfer or exchange of any Series 2006A Bond during the 15-day period preceding the
selection of Series 2006A Bonds for redemption or any Series 2006A Bond selected for redemption. The
Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all
purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority and of the owners of the Series
2006A Bonds and of the Trustee may be modified or amended from time to time and at any time in the
manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification
or amendment shall (a) extend the maturity of or reduce the interest rate on any Series 2006A Bond or
P6402.1055\872531.5
A-3
otherwise alter or impair the obligation of the Authority to pay the principal, interest or premiums at the
time and place and at the rate and in the currency provided therein of any Series 2006A Bond without the
express written consent of the Owner of such Series 2006A Bond, (b) reduce the percentage of Series
2006A Bonds required for the written consent to any such amendment or modiiication, or (c) without its
written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in
the Indenture.
It is hereby certified that all things, conditions and acts required to exist, to have happened and to
have been performed precedent to and in the issuance of this Series 2006A Bond do exist, have happened
and have been performed in due time, form and manner as required by the Constitution and statutes of the
State of California and by the Act and the amount of this Series 2006A Bond, together with all other
indebtedness of the Authority, does not exceed any limi.t prescribed by the Constitution or statutes of the
State of California or by the Act.
This Series 2006A Bond shall not be entitled to any bene�t under the Indenture, or become valid
or obligatory for any purpose, until the certificate of authentication hereon shall have been signed by the
Trustee.
IN WTTNESS WHEREOF, the Authority has caused this Series 2006A Bond to be executed in its
name and on its behalf by the manual or facsimile signatures of its President and Secretary all as of the
Original Issue Date identiiied above.
PALM DESERT FINANCING AUTHORITY
I:
Attest:
Secretary
President
STATEMENT OF INSURANCE
[to come]
P6402.1055\872531.5 A-4
[FORM OF TRUSTEE' S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2006A Bonds described in the within-mentioned Indenture and
registered on the Bond Registration Books.
Wells Fargo Bank, N.A., as Trustee
Date:
:
Authorized Signatory
(FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto
whose tax identiiication number is , the
within-mentioned registered Series 2006A Bond and hereby irrevocably constitute(s) and appoint(s)
attorney to transfer the same on the books of the Trustee with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTE: Signature(s) must be guaranteed
by a member of an institution which is a
participant in the Securities Transfer
Agent Medallion Program (STAMP) or other
similar program.
NOTE: The signature(s) on this Assignment
must correspond with the name(s) as written on
the face of the within Series 2006A Bond in
every particular without alteration or
enlargement or any change whatsoever.
P6402.1 O55\872531.5
A-5
f�.�:ll: I�Ii.�
[FORM OF SERIES 2006B BOND]
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the Authority or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TR.ANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
f��
Maturity Amount: $
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION REVENUE CAPTIAL APPRECIATION BOND
(PROJECT AREA NO. 2)
2006 SERIES B
YIELD T�
MATURITY MATURITY DATE ORIGINAL ISSUE DATE CUSIl'
August 1, 20_
REGISTERED OWNER: CEDE & CO.
INITIAL PRINCIPAL AMOUNT:
MATURITY AMOUNT:
The PALM DESERT FINANCING AUTHORITY, a joint powers authority organized and
existing under the laws of the State of California (the "Authority"), for value received, hereby promises to
pay (but only out of the Revenues, as defined in the Indenture hereinafter referred to, and certain other
moneys) to the Registered Owner identi�ed above or registered assigns (the "Registered Owner"), in
lawful money of the United States of America, either the Maturity Amount identified above on the
Maturity Date or the Accreted Value, plus any applicable redemption premium, upon redemption prior to
maturity. "Accreted Value," with respect to any Series 2006B Bond, means as of any date of calculation,
the sum of the Initial Principal Amount thereof and the interest accrued thereon to such date of
calculation, compounded from the Original Issue Date at the stated Yield to Maturity thereof on each
February 1 and August l, commencing August 1, 2006. Interest on each Series 2006B Bond shall be
computed using a year of 360 days of twelve 30-day months and shall be payable (i) at maturity as part of
the Maturity Amount, or (ii) at redemption as part of the Accreted Value to the redemption date. The
Maturity Amount, or the Accreted Value and redemption premium (if any), as applicable, with respect to
any Series 2006B Bond shall be paid upon presentation and surrender thereof, at maturity or the prior
P6402.1 O55\872531.5 B-1
redemption thereof, at the corporate trust office of Wells Fargo Bank, N.A. (the "Tnxstee") in Los
Angeles, California or such other location as the Trustee shall designate (the "Trust Office").
This Series 2006B Bond is one of a duly authorized series of bonds of the Authority designated
the Palm Desert Financing Authority, Subordinate Tax Allocation Revenue Capital Appreciation Bonds
(Project Area No. 2), 2006 Series B(the "Series 2006B Bonds"), limited in initial principal amount to
$ . The Authority has issued another series of bonds designated the Palm Desert Financing
Authority, Subordinate Tax A1location Refunding Revenue Bonds (Project Area No. 2), 2006 Series A
(the "Series 2006A Bonds," and together with the Series 2006B Bonds, the "Bonds"), in principal amount
to $ . concurrently with the issuance of the Series 2006B Bonds. Both the Series 2006A Bonds
and the Series 2006B Bonds are secured by an Indenture of Trust, dated as of May l, 2006 (the
"Indenture"), by and between the Authority and the Trustee. Unless the context clearly requires
otherwise, capitalized terms used but not defined herein have the meanings ascribed to them in the
Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a
description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues,
of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority
thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract
between the Authority and the Registered Owner hereof, and to a11 of the provisions of which Indenture
the Registered Owner hereof, by acceptance hereof, assents and agrees.
The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond
Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the
State of California (the "Act"). The Bonds are special obligations of the Authority and, as and to the
extent set forth in the Indenture, are payable solely from and secured by a iirst lien on and pledge of the
Revenues and certain other moneys and securities held by the Trustee as provided in the Indenture. All of
the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues and such
other moneys and securities, and the Revenues and such other moneys and securities constitute a trust
fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit
of the Authority is not pledged for the payment of the principal of or interest or premium (if any) on the
Bonds. The Bonds are not secured by a 1ega1 or equitable pledge of, or charge, lien or encumbrance upon,
any of the property of the Authority or any of its income or receipts, except the Revenues and such other
moneys and securities as provided in the Indenture.
The Series 2006B Bonds have been issued for the purpose of making a loan (the "Series 2006B
Loan") to the Palm Desert Redevelopment Agency (the "Agency") to fmance certain public capital
improvements with respect to a redevelopment proj ect known and designated as Proj ect Area No. 2. The
Series 2006B Loan has been made by the Authority to the Agency pursuant to a Proj ect Area No. 2 Loan
Agreement, dated as of May 1, 2006 (the "Loan Agreement"), by and among the Agency, the Authority
and the Trustee.
The Series 2006B Bonds are subject to redemption prior to their respective maturity dates as a
whole, or in part among maturities as designated by the Authority and by lot within a maturity, from
prepayments of the Series 2006B Loan made at the option of the Agency pursuant to the Loan
Agreement, on any August 1 or February 1 on or after August l, 20_, at the following respective
redemption prices (expressed as a percentage of the Accreted Value of the called Series 2006B Bonds on
the date fixed for redemption):
Redemption Dates Redemntion Price
August 1, 20� and February 1, 20, 10_%
P6402.1055\8'72S 31.5 B-Z
August 1, 20_ and February 1, 20_ 10_
August 1, 20_ and thereafter 100
The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of
any redemption to the respective owners of any Series 2006B Bonds designated for redemption, at their
respective addresses appearing on the registration books maintained by the Trustee, and by such nneans as
acceptable to the following institutions, to the Securities Depositories and to one or more Information
Services, at least 30 but nat more than 60 days prior to the redemption date; provided, however, that
neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the
proceedings for the redemption of such Series 2006B Bonds or the cessation of the accrual of interest
thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the
redemption price and shall designate the CUSIP numbers, the serial numbers of each maturity or
maturities (except that if the event of redemption is of all of the Series 2006B Bonds of such maturity or
maturities in whole, the Trustee shall designate such maturities or the maturity in whole without
referencing each individual number) of the Series 2006B Bonds to be redeemed, and shall require that
such Series 2006B Bonds be then surrendered at the Trust Office for redemption at the redemption price,
giving notice also that further interest on such Series 2006B Bonds will not accrue from and after the
redemption date.
Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, this
Series 2006B Bond may be exchanged at the Trust Office for a like aggregate Principal Amount and
maturity of fully registered Series 2006B Bonds of other authorized denominations.
This Series 2006B Bond is transferable by the Registered Owner hereof, in person or by his
attorney duly authorized in writing, at the Trust Office, but only in the manner, subj ect to the limitations
and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this
Series 2006B Bond. Upon such transfer a new fully registered Series 2006B Bond or Series 2006B
Bonds, of authorized denomination or denominations, for the same aggregate principal amount and of the
same maturity will be issued to the transferee in exchange therefor. The Trustee shall not be required to
register the transfer or exchange of any Series 2006B Bond during the 15-day period preceding the
selection of Series 2006B Bonds for redemption or any Series 2006B Bond selected for redemption. The
Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all
purposes, and the Authority and the Tnzstee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority and of the owners of the Series
2006B Bonds and of the Trustee may be modiiied or amended from time to time and at any time in the
manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification
or amendment shall (a) extend the maturity of or reduce the interest rate on any Series 2006B Bond or
otherwise alter or impair the obligation of the Authority to pay the principal, interest or premiums at the
time and place and at the rate and in the currency provided therein of any Series 2006B Bond without the
express written consent of the Owner of such Series 2006B Bond, (b} reduce the percentage of Series
2006B Bonds required for the written consent to any such amendment or modification, or (c) without its
written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in
the Indenture.
It is hereby certified that all things, conditions and acts required to exist, to have happened and to
have been performed precedent to and in the issuance of this Series 2006B Bond do exist, have happened
and have been performed in due time, form and manner as required by the Constitution and statutes of the
P6402.1055\872531.5 B-3
State of California and by the Act and the amount of this Series 2006B Bond, together with all other
indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the
State of California or by the Act.
This Series 2006B Bond shall not be entitled to any benefit under the Indenture, or become valid
or obligatory for any purpose, until the certificate of authentication hereon sha11 have been signed by the
Trustee.
IN WITNESS WHEREOF, the Authority has caused this Series 2006B Bond to be executed in its
name and on its behalf by the manual or facsimile signatures of its President and Secretary all as of the
Original Issue Date identified above.
PALM DESERT FINANCING AUTHORITY
:
Attest:
Secretary
President
STATEMENT OF INSURANCE
[to come]
P6402.1055\872531.5 B-4
[FORM OF TRUSTEE' S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2006B Bonds described in the within-mentioned Indenture and registered
on the Bond Registration Books.
Wells Fargo Bank, N.A., as Trustee
Date:
:�
Authorized Signatory
[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto
whose tax identification number is , the
within-mentioned registered Series 2006B Bond and hereby irrevocably constitute(s) and appoint(s)
attorney to transfer the same on the books of the Trustee with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTE: The signature(s) on this Assignment
must correspond with the name(s) as written on
the face of the within Series 2006B Bond in
every particular without alteration or
enlargement or any change whatsoever.
NOTE: Signature(s) must be guaranteed
by a member of an institution which is a
participant in the Securities Transfer
Agent Medallion Program (STAMP) or other
similar program.
P6402.1055\872531.5 B-5
Jones Hall Draft 4/12/06
PRELIMINARY OFFICIAL STATEMENT DATED
NEW ISSUE
FULL BOOK ENTRY
, 2006
Ratings (_ Insured): Moody's: _
Fitch:
(See "RATINGS" herein)
In the opinion of Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, Bond Counsel,
under existing law, the interest on the Bonds is exempt from personal income taxes of the State of California and, assuming
compliance with the tax covenants described herein, interest on the Bonds is excluded pursuant to section 103(a) of the
Internal Revenue Code of 1986, as amended, from the gross income of the owners thereof for federal income tax purposes
and is not an item of tax preference for purposes of the federal alternative minimum tax. See, however, "CONCLUDING
INFORMATION — Tax-Exempt Status of the Bonds" herein regarding certain other tax considerations.
$ *
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION
REFUNDING REVENUE BONDS
(PROJECT AREA NO. 2)
2006 SERIES A
Dated: Date of Delivery
$ *
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION REVENUE CAPTIAL
APPRECIATION BONDS
(PROJECT AREA NO. 2)
2006 SERIES B
Due: August 1, as shown on the inside cover hereof
The captioned bonds (the "Series 2006A Bonds" and the "Series 20066 Bonds", and collectively, the "Bonds") will
be issued by the Palm Desert Financing Authority (the "Authority") under an Indenture of Trust, dated as of May 1, 2006 (the
"Indenture"), by and between the Authority and Welis Fargo Bank, National Association, Los Angeles, California as trustee
for the Bonds (the "Trustee"). The proceeds of each series of Bonds will be used to make two loans (the "Series A Loan"
and the "Series B Loan", and together, the "Loans°) to the Palm Desert Redevelopment Agency (the "Agency') pursuant to a
loan agreement, dated as of May 1, 2006 (the "Loan AgreemenY') by and among the Authority, the Agency and the Trustee.
The Agency will use proceeds of the Loans to (i) refinance the Agency's obligations under a loan agreement entered into in
1995, (ii) finance certain redevelopment activities within or of benefit to its Project Area No. 2(the "Project Area") and (iii) pay
costs of issuance of the Bonds.
The Bonds will be issued as fully registered instruments without coupons, in the denomination of $5,000 or any
integral multiple thereof, in book-entry form, initially registered in the name of Cede & Co., as nominee of The Depository
Trust Company, New York, New York ("DTC"). Interest on the Bonds will be payable on August 1 and February 1 of each
year (the "Interest Payment Dates"), commencing August 1, 2006. Purchasers will not receive physical certificates
representing their interest in the Bonds. For so long as the Bonds are registered in the name of Cede & Co., all payments of
principal and interest on the Bonds will be made to DTC, which, in turn, is obligated to remit such principal and interest to
DTC Participants (defined herein) for subsequent disbursement to the Beneficial Owners (defined herein) of the Bonds. See
"THE BONDS — Book-Entry Only System" herein.
The Bonds are subject to optional redemption and mandatory sinking fund redemption as described herein.
The Bonds are special obligations of the Authority payable from and secured by Revenues, as defined herein,
consisting primarily of amounts payable by the Agency under the Loan Agreement. The Loan Agreement is secured by and
payable from Subordinate Tax Revenues, as defined herein, which are Tax Revenues, as described herein pledged on a
subordinate basis to the Agency's obligations under loan agreements entered into in 2002 and 2003 and any future
obligations secured on a parity to such loan agreements. The Agency may issue, pursuant to the terms of the Loan
Agreement and the Indenture, additional obligations secured by Subordinate Tax Revenues on a parity with the Loans (the
"Parity DebY'). See "SECURITY FOR THE BONDS" herein.
Payment of the principal of and interest on the Series 2006A Bonds when due will be insured by a municipal bond
insurance policy to be issued by simultaneously with the delivery of the Series 2006A Bonds. See
"SERIES 2006A BOND INSURANCE" herein. The Series 20066 Bonds are not insured.
[INSURER LOGO]
The Bonds are not a debt of the City of Palm Desert (the "City") or of the State of California or any of its political
subdivisions (other than the Authority), and are not a liability of the City, the State of California or any of its political
subdivisions (other than the Authority). The Loans are not a debt of the Authority or of the State of California or any of its
political subdivisions (other than the Agency), and neither the Authority nor the State of California nor any of its political
subdivisions (other than the Agency) is liable therefor. Neither the Bonds nor the Loans constitute an indebtedness within
the meaning of any constitutional or statutory debt limitation or restriction. The members of the Authority, the Agency or any
persons executing the Bonds or the Loan Agreement are not personallyliable with respect to the Bonds or Loans. In no
event will the obligations of the Agency under the Loan Agreement be payable out of any funds or properties of the Agency
otherthan Subordinate Tax Revenues (as defined herein) set forth in the Loan Agreement.
The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the approval as to
legality by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, Bond Counsel. Certain legal
matters will be passed on for the Authority and the Agency by Jones Hall, A Professional Law Corporation, San Francisco,
Califomia, as Disclosure Counsel. It is anticipated that the Bonds will be available for delivery in New York, New York
through the facilities of DTC on or about , 2006.
CITIGROUP
The date of this Official Statement is , 2006.
*Preliminary, subject to change.
$ *
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION REFUNDING REVENUE BONDS
(PROJECT AREA NO. 2)
2006 SERIES A
$
(CUSIP Root:
Maturity Date Principal Interest
(Auaust 1) Amount Rate
$
$
Serial Bonds
)
Yield CUSIP
% Term Bond due August 1, , Yield
% Term Bond due August 1, , Yield
$ *
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION REVENUE
CAPITAL APPRECITATION BONDS
(PROJECT AREA NO. 2)
2006 SERIES B
$
Maturity Date Principal Interest
fAuaust 1) Amount Rate
(CUSIP Root:
Serial Bonds
Yield CUSIP
% (CUSIP: )
% (CUSIP: )
*Preliminary, subject to change.
PALM DESERT FINANCING AUTHORITY
PALM DESERT REDEVELOPMENT AGENCY
CITY OF PALM DESERT
PALM DESERT FINANCING AUTHORITY COMMISSION MEMBERS AND STAFF
James Ferguson, Presidenf
Richard S. Kelly, Vice President
Jean M. Benson, Commissioner
Buford A. Crites, Commissioner
Robert A. Spiegel, Commissioner
Carlos L. Ortega, City Manager
CITY COUNCIL/AGENCY MEMBERS
James Ferguson, Mayor/Chairman
Richard S. Kelly, Mayor Pro TemNice Chairman
Jean M. Benson, Councilmember/Member
Buford A. Crites, Councilmember/Member
Robert A. Spiegel, Councilmember/Member
AGENCY STAFF
Carlos L. Ortega, City Manager/Executive Director
Stephen Aryan, Assistant to the City Manager
Homer Croy, Assistanf City Manager Development Services
Justin McCarthy, Assistant City Manager/Redevelopment
Sheila R. Gilligan, Assistant City Manager Community Services
Paul S. Gibson, Finance Director/Treasurer
David L. Yrigoyen, Director of Redevelopment/Housing
Rachelle Klassen, City C/erk
Jose Luis Espinoza, Assistanf Finance Director
Janet M. Moore, Housing Authorify Administrator
Arla Scott, Senior Financial Analyst
Veronica Tapia, Redevelopment Accountanf
SPECIAL SERVICES
Bond Counsel
Richards, Watson & Gershon,
A Professional Corporation
Los Angeles, California
Disclosure Counsel
Jones Hall, A Professional
Law Corporation
San Francisco, California
Financial Advisor
Del Rio Advisors, LLC
Modesto, California
Fiscal Consultant
Rosenow Spevacek Group Inc.
Santa Ana, California
Trustee
Wells Fargo Bank, National Association
Los Angeles, California
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the offer and
sale of the Bonds and may not be reproduced or used, in whole or in part, for any other purpose. This
Official Statement is not to be construed as a contract with the purchasers of the Bonds.
Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure
by the Agency in any press release and in any oral statement made with the approval of an authorized
officer of the Agency or any other entity described or referenced in this Official Statement, the words or
phrases "will likely result," "are expected to", "will continue", "is anticipated", "estimate", "project," "forecast",
"expect", "intend° and similar expressions identify "forward looking statements." Such statements are
subject to risks and uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements. Any forecast is subject to such uncertainties.
Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events
and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual
results, and those differences may be material. The information and expressions of opinion in this Official
Statement are subject to change without notice, and neither the delivery of this Official Statement nor any
subsequent sale under any circumstances, give rise to any implication that there has been no change in
the affairs of the Authority or the Agency or any other entity described or referenced herein since the date
of this Official Statement.
The information and expressions of opinions in this Official Statement are subject to change
without notice and neither delivery of this Official Statement nor any subsequent sale shall, under any
circumstances, create any implication that there has been no change in the affairs of the Agency any other
entity described or referenced in this Official Statement since its date. All summaries of the documents
referred to in this Official Statement are made subject to the provisions of such documents, respectively,
and do not purport to be complete statements of any or all of such provisions.
Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the
Authority or the Agency to give any information or to make any representations in connection with the offer
or sale of the Bonds other than those contained in this Official Statement and if given or made, such other
information or representation must not be relied upon as having been authorized by the Authority, the
Agency or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is
unlawful for such person to make such an offer, solicitation or sale.
Involvement of Underwriter. The Underwriter has provided the following sentence for inclusion in
this Official Statement: The Underwriter has reviewed the information in this O�cial Statement in
accordance with and as part of its responsibilities to investors under the federal securities laws as applied
to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or
completeness of such information.
Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect
transactions which stabilize or maintain the market price of the Bonds at a level above that which might
otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time.
The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public
offering prices set forth on the cover page hereof and said public offering prices may be changed from time
to time by the Underwriter.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS
CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES LAWS OF ANY STATE.
TABLE OF CONTENTS
INTRODUCTION ................................................1
PLAN OF FINANCE ...........................................4
SOURCES AND USES OF FUNDS ..................5
DEBT SERVICE SCHEDULE ............................6
THEBONDS .......................................................7
Description of the Bonds ................................7
Redemption of the Bonds ...............................8
BOND INSURANCE .........................................10
SECURITY FOR THE BONDS ........................11
Revenues and Loan Agreement ..................11
Tax Allocation Financing ..............................12
Allocation of Taxes ........................................12
Subordinte Tax Revenues ............................13
Pass-Through Agreements and Housing
Set-Aside .......................................................14
Parity Debt and Existing Parity Lien ............15
Issuance of Additional Parity Debt ...............15
Reserve Fund ................................................17
RISK FACTORS ...............................................17
Bonds Are Limited Obligations .....................17
Reduction of Tax Revenues .........................17
Reduction in Inflationary Rate ......................19
Concentration of Ownership .........................19
Assessment Appeals ....................................19
Proposition 8 Adjustments ............................20
Development Risks .......................................20
Levy and Collection .......................................20
State Budget; ERAF Shift .............................21
Assumptions and Projections .......................21
Bankruptcy and Foreclosure ........................22
Loss of Tax Exemption on the Bonds..........22
PROPERTY TAXATION IN
CALIFORNIA ....................................................22
Constitutional Amendments Affecting Tax
Reven u es ................... ...... .............................. 22
Implementing Legislation ..............................23
Constitutional Challenges to Property Tax
System...........................................................23
Property Tax Collection Procedures ........... 24
Supplemental Assessments ........................ 24
Tax Collection Fees ..................................... 25
Unitary Property Tax .................................... 25
Business inventory and Replacement
Revenue........................................................ 25
Proposition 8 ................................................. 26
Future Initiatives ...........................................26
THE PROJECT AREA ..................................... 26
Establishment of the Project Area ............... 26
Limitations and Requirements of the
Redevelopment Plan .................................... 27
SB211............................................................ 28
SUBORDINATE TAX REVENUES ................. 28
Schedule of Historical Tax Revenues......... 29
Top Ten Taxpayers ...................................... 31
Filing of Statement of Indebtedness ........... 31
Housing Set-Aside Requirements ...............32
PALM DESERT FINANCING
AUTHORITY .................................................... 33
PALM DESERT REDEVELOPMENT
AGENCY .......................................................... 33
Authority and Management ......................... 33
Agency Powers ............................................. 35
Financial Information .................................... 36
Redevelopment Project Areas ..................... 36
Pass-Through Agreements .......................... 36
Regulatory Issues ......................................... 36
VERIFICATION OF MATHEMATICAL
COM PUTATIONS ............................................ 36
CONCLUDING INFORMATION ..................... 37
Continuing Disclosure .................................. 37
Underwriting .................................................. 37
Legal Opi nion ..........:..................................... 37
Tax-Exempt Status of the Bonds ................ 38
No Litigation .................................................. 39
Ratings.......................................................... 39
Miscellaneous ............................................... 39
APPENDIX A- FISCAL CONSULTANT'S REPORT
APPENDIX B- FORM OF OPINION OF BOND C�UNSEL
APPENDIX C- AGENCY AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR
ENDED JUNE 30, 2005
APPENDIX D- CITY OF PALM DESERT GENERAL INFORMATION
APPENDIX E- SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
APPENDIX F- FORM OF MUNICIPAL BOND INSURANCE POLICY
APPENDIX G- FORM OF CONTINUING DISCLOSURE AGREEMENT
APPENDIX H - BOOK-ENTRY SYSTEM
OFFICIAL STATEMENT
$ *
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION
REFUNDING REVENUE BONDS
(PROJECT AREA NO. 2)
2006 SERIES A
$ *
PALM DESERT FINANCING AUTHORITY
SUBORDINATE TAX ALLOCATION REVENUE
CAPTIAL APPRECIATION BONDS
(PROJECT AREA NO. 2)
2006 SERIES B
This Official Statement, including the cover page, is provided to furnish information in
connection with the sale by the Palm Desert Financing Authority (the "Authority") of:
$ * aggregate principal amount of Palm Desert Financing
Authority, Subordinate Tax Allocation Refunding Revenue Bonds (Project Area
No. 2) 2006 Series A(the "Series 2006A Bonds") and
$ * aggregate principal amount of Palm Desert Financing
Authority, Subordinate Tax Allocation Revenue Capital Appreciation Bonds
(Project Area No. 2) 2006 Series B(the "Series 2006B Bonds").
For the de�nitions of certain capitalized terms used and not otherwise defined, see
"APPENDIX E— SUMMARY OF PRINCIPAL LEGAL DOCUMENTS."
Any statements made in this Official Statemenf involving matters of opinion or of
estimafes, whether or not so expressly stated, are set forth as such and not as representations
of fact, and no representation is made thaf any of the estimates will be realized. Definitions of
certain ferms used herein and not defined herein have the meaning set forfh in the lndenture.
See "APPENDIX E— Summary of Principal Legal Documents."
INTRODUCTION
This lntroduction contains a 6rief summary of certain informafion contained in this
Otficial Statement. !t is not intended to be complefe and is qualified by the more detailed
information contained elsewhere in this Officia! Statement.
Authorization. The Bonds will be issued under the provisions of the Marks-Roos Local
Bond Pooling Act of 1985, constituting Article 4 of Chapter 5 of Division 7 of Title 1
(commencing with Section 6584) of the California Government Code (the "Bond Law"). The
Bonds will be issued pursuant to an Indenture of Trust, dated as of May 1, 2006 (the
"Indenture"), by and between the Authority and Wells Fargo Bank, National Association, as
trustee thereunder (the "Trustee").
" Preliminary, subject to change.
Use of Proceeds. The proceeds of each series of Bonds will be used by the Authority
to make two loans (the Series A Loan" and the "Series B Loan", and together, the "Loans") to
the Palm Desert Redevelopment Agency (the "Agency") pursuant to a Loan Agreement (the
"Loan Agreement"), dated as of May 1, 2006 by and among the Authority, the Agency and the
Trustee for the benefit of the Agency's Project Area No. 2(the "Project Area"). The proceeds
of the Series A Loan will be used to refund the indebtedness of the Agency under a Loan
Agreement dated as of June 1, 1995 (the "1995 Loan Agreement"), to finance certain
redevelopment activities within or of benefit to the Project Area and to pay costs of issuance of
the Bonds; and the proceeds of the Series B Loan will be used to finance certain redevelopment
activities within or of benefit to the Project Area and to pay costs of issuance of the Bonds. The
refunding of the obligations under the 1995 Loan Agreement will effect a refunding of the
Authority's corresponding Subordinate Tax Allocation Refunding Revenue Bonds (Project Area
No. 2), Series 1995 (the "1995 Bonds"). See "PLAN OF FINANCE — The Redevelopment
Project." Proceeds of the Bonds will also be used to establish a parity Reserve Fund (described
herein) for the Bonds and to pay costs of issuance.
Security. The Bonds are special obligations of the Authority secured by a parity pledge
of Revenues, as defined in the Indenture and described herein, consisting primarily of the
amounts paid by the Agency under the Loan Agreement. The Agency is obligated under loan
agreements entered into in 2002 and 2003 (described below) to pay from Tax Revenues (as
defined below) amounts set forth in the 2002 and 2003 loan agreements, and the Subordinate
Tax Revenues securing the Loans consist of the Tax Revenues remaining after payment of
such 2002 and 2003 obligations. Amounts payable under the Loan Agreement are calculated to
be sufficient to pay in full when due the principal of and interest and premium (if any) on the
Bonds.
In California, the financing and refinancing of redevelopment projects may be provided
by the issuance of tax allocation bonds. Such bonds are payable from property taxes collected
within a redevelopment project area attributable to the increase in assessed valuation of
property over the valuation as of the date of establishment of the Project Area, as explained in
greater detail herein. Tax Revenues is defined in the Indenture and generally includes certain
ad valorem property taxes attributable to increases in the assessed valuation of certain property
(except public property and property exempt from taxation) in the Project Area (described
herein) over that shown on the assessment rolls for the adjusted base year. Such taxes are
eligible for allocation to the Agency pursuant to the Redevelopment Law in connection with the
Project Area. The fiscal year 2005-06 total assessed value of the Project Area is approximately
$1.5 billion, of which tax increment revenue is generated from the incremental assessed value
of approximately $13.8 million, representing the excess of the value of the Project Area over the
base year value of approximately $102 million. Tax Revenues from which Subordinate Tax
Revenues are derived are more fully described under the caption "SECURITY FOR THE
BONDS — Revenues and the Loan Agreement."
In addition to the 1995 Loan Agreement to be refunded, the Agency currently has
outstanding its (i) Project Area No. 2, Loan Agreement, dated as of March 1, 2002 (the "Senior
2002 Loan Agreement"), by and among the Agency, the Authority and BNY Western Trust
Company, as prior trustee (the "Prior Trustee"), and (ii) Project Area No. 2, Loan Agreement,
dated as of July 1, 2003 (the "Senior 2003 Loan Agreement" and together with the Senior
2002 Loan Agreement, the "Prior Loan Agreements"), by and among the Agency, the
Authority and the Prior Trustee. Each loan under the Prior Loan Agreements (the "Senior 2002
Loan" and "Senior 2003 Loan" and together, the "Prior Loans") is secured by Tax Revenues
on senior priority to the pledge of Subordinate Tax Revenues pledged to pay the Loans. The
Agency may, pursuant to the terms of the Loan Agreement and the Indenture, issue additional
2
obligations secured by Subordinate Tax Revenues on a parity with the Loans (the "Parity
Debt"), and may under the Prior Loan Agreements, issue additional obligations secured by Tax
Revenues on a parity with the obligations under the Prior Loan Agreements. See "SECURITY
FOR THE BONDS — Existing Parity Debt" and "-- Issuance of Additional Parity DebY' herein.
Payment of the principal of and interest on the Bonds when due will be insured by a
municipal bond insurance policy to be issued by (the "Insurer")
simultaneously with the delivery of the Bonds. See "BOND INSURANCE" herein.
The Project Area. The Agency's Project Area No. 2(the "Project Area") consists of the
territory described and defined as such in the Redevelopment Plan of the City of Palm Desert
(the "City") approved and adopted by the City by its �rdinance No. 509 on July 15, 1987. See
"THE PROJECT AREA."
Risk Factors. Risks of investment in the Bonds include the possibility of future
decreases in the taxable valuation in the Project Area or in the applicable tax rates, which could
reduce the Tax Revenues allocated to the Agency and correspondingly could have an adverse
impact on the ability of the Agency to pay debt service on the Bonds. See "RISK FACTORS"
herein.
The City. The City of Palm Desert (the "City"), is located in the Coachella Valley and is
approximately midway between the cities of Indio and Palm Springs, 117 miles east of
Los Angeles, 118 miles northeast of San Diego and 515 miles southeast of San Francisco. The
City was incorporated on November 26, 1973, as a general law city. In 1997 the City became a
charter city. The estimated City population as of January 1, 2005 was approximately 49,280,
The City occupies an area of 24.75 square miles. For certain information regarding the City,
see "APPENDIX D- City of Palm Desert General Information." The Bonds are not an obligation
of the Cify.
The Agency. The Agency is a redevelopment agency existing under the Community
Redevelopment Law of the State of California (the "State"), constituting Part 1 of Division 24
(commencing with Section 33000) of the California Health and Safety Code, as amended (the
"Redevelopment Law"). The Agency was established by ordinance of the City Council adopted
in 1974. See "PALM DESERT REDEVELOPMENT AGENCY" below.
Miscellaneous. There follows in this Official Statement, which includes the cover page
and Appendices hereto, a brief description of the Bonds, the Indenture, the Loan Agreement,
the Tax Revenues and Subordinate Tax Revenues, the Project Area, security for the Bonds, risk
factors, limitations on Revenues and certain other information relevant to the issuance of the
Bonds. All references herein to the Indenture are qualified in their entirety by reference to the
definitive form thereof, and all references to the Bonds are further qualified by references to the
information with respect thereto contained in the Indenture. A summary of certain provisions of
the Indenture is included in APPENDIX E. The most recent audited financial statements of the
Agency are included in APPENDIX C. The information set forth herein and in the Appendices
hereto has been furnished by the Agency and includes information which has been obtained
from other sources which are believed to be reliable but is not guaranteed as to accuracy or
completeness and is not to be construed as a representation by the Underwriter. All capitalized
terms used herein and not normally capitalized have the meanings assigned thereto in the
Indenture, unless otherwise stated herein.
The information and expressions of opinion herein speak only as of the date of this
Official Statement and are subject to change without notice. Neither delivery of this Official
Statement nor any sale made hereunder nor any future use of this Official Statement shali,
under any circumstances, create any implication that there has been no change in the affairs of
the Agency since the date hereof.
All financial and other information presented in this Official Statement has been provided
by the Agency or the City from their records, except for information expressly attributed to other
sources. The presentation of informafion, including table of receipts from tax increment
revenues, is intended to show recent historic information and is not intended to indicate future or
continuing trends in the financial or other affairs of the Agency or the City. No representation is
made that past experience, as it might be shown by such financial and other information, will
necessarily continue or be repeated in the future.
PLAN OF FINANCE
The proceeds of the Bonds will be used by the Authority to make the Loans to the
Agency. The proceeds of the Series A Loan will be used to refund indebtedness of the Agency
under the 1995 Loan Agreement, and the proceeds of both the Series A Loan and the Series B
Loan will be used to finance certain redevelopment activities within or of benefit to the Project
Area. Upon receipt of payment for the Bonds on the date of their initial delivery, the Trustee is
required to deposit the net proceeds of the Bonds into the Loan Funds created under the
Indenture and disbursed by the Trustee pursuant to the Loan Agreement. The amounts in each
Loan Fund are to be transferred by the Trustee pursuant to the Loan Agreement to the
appropriate Project Fund, Escrow Fund, and Costs of Issuance Fund. Proceeds of the Loans
will also be used to establish a Reserve Fund (described herein) for each series of Bonds and to
pay costs of issuance.
Refunding of 1995 Loan. In 1997, the Authority issued its $4,090,000 original principal
amount of Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), Series
1995 (the "1995 Bonds"), of which $3,870,000 remain outstanding, for the purpose of funding a
loan (the "1995 Loan") to the Agency pursuant to a Loan Agreement dated as of June 1, 1995
(the "1995 Loan Agreement"). A portion of the proceeds of the Series A Loan will be used by
the Agency to refund the 1995 Loan. The proceeds of the 1995 Loan were primarily used to
finance certain redevelopment activities within or of benefit to the Project Area. The refunding
of the obligations under the 1995 Loan Agreement will effect a refunding of the 1995 Bonds.
The Agency ar�d Wells Fargo Bank, National Association, as escrow bank (the "Escrow
Agent") will enter into an Escrow Agreement (the "Escrow Agreement") dated as of May 1,
2006 under which the Escrow Agent will establish an Escrow Fund (the "Escrow Fund"), into
which a portion of the Loan and other available funds held for the 1995 Bonds will be deposited
concurrent with the original delivery of the Bonds. Amounts in the Escrow Fund will be invested
in certain United States Treasury securities, the principal of and interest on which, together with
any uninvested cash therein, will be sufficient to pay and redeem, on August 1, 2006, the
outstanding 1995 Bonds to be refunded. Sufficiency of the deposits and investment earnings
for those purposes will be verified by Grant Thornton, Minneapolis, Minnesota. See
"VERIFICATION OF MATHEMATICAL COMPUTATIONS" below. Amounts on deposit in the
Escrow Fund are not available for payment of the Bonds or the Loan.
New Money Component. Proceeds of the Loans deposited into the Project Fund are to
be disbursed pursuant to the Loan Agreement from time to time by the Trustee for the purpose
of paying any portion of the costs of the Agency for the redevelopment of the Project Area (the
"Redevelopment Project"). The Agency anticipates using the proceeds of the Loan deposited
into the Project Fund primarily for the financing of in the City and
include .
[to come — new money projects...]
SOURCES AND USES OF FUNDS
The estimated sources and uses of Bond proceeds is summarized as follows. All of the
proceeds of each series of Bonds are used to fund the respective Loans.
The uses of funds shown below represent the estimated use of the proceeds of the
Series 2006A Bonds pursuant to the provisions of the Loan Agreement.
Sources:
Principal amount of Series 2006A Bonds
[Series 2006A Bonds Premium/Discount]
Total Sources
Uses:
Deposit to Escrow Fund
Deposit to Project Fund
Series A Costs of Issuance*
Total Uses
* Includes underwriters' discount, municipal bond insurance premium and reserve
fund surety bond premium, fees and expenses of Bonds Counsel and Disclosure
Counsel, and any other expenses incurred in connection with the issuance of the
Series 2006A Bonds and the making of the Series A Loan.
The uses of funds shown below represent the estimated use of the proceeds of the
Series 2006B Bonds pursuant to the provisions of the Series B Loan Agreement.
Sources:
Principal amount of Series 2006B Bonds
[Series 20068 Bonds Premium/Discount]
Total Sources
Uses:
Deposit to Project Fund
Series B Costs of Issuance*
Total Uses
` Includes underwriters' discount, municipal bond insurance premium and reserve
fund surety bond premium, fees and expenses of Bonds Counsel and Disclosure
Counsel, and any other expenses incurred in connection with the issuance of the
Series 2006B Bonds and the making of the Series B Loan.
DEBT SERVICE SCHEDULES
Annual debt service for the Series 2006A Bonds is set forth below.
Bond Year
Ending Series A Series A Series A
August 1 Principal Interest Total
Annual debt service for the Series 2006B Bonds is set forth below.
Combined
Bond Year Series A and
Ending Series B Series B Series B Series 2006B
August 1 Principal Interest Total Bonds Debt
Service
THE BONDS
Description of the Bonds
The Bonds will be issued in the form of fully registered bonds without coupons and in the
denomination of $5,000 or any integral multiple thereof. The Bonds will be dated their date of
initial delivery, and will bear interest at the rates per annum and will mature, subject to
redemption provisions set forth below, on the dates and in the principal amounts, all as set forth
on the inside front cover page hereof.
The Bonds will be issued only as one fully registered Bond for each maturity, in the
name of Cede & Co., as nvminee for The Depository Trust Company, New York, New York
("DTC"), as registered owner of all Bonds. See "APPENDIX H- Book-Entry System."
Ownership may be changed only upon the registration books maintained by the Trustee as
provided in the Indenture. The Authority may decide to discontinue use of the system of book-
entry transfers through DTC (or a successor securities depository). In that event, Bond
certificates will be printed and delivered.
Each Series 2006A Bond shall bear interest from the Interest Payment Date next
preceding the date of authentication thereof, unless (i) it is authenticated during the period from
the day after the Record Date for an Interest Payment Date to and including such Interest
Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is
authenticated on or prior to the Record Date for the first Interest Payment Date, in which event it
shall bear interest from the Closing Date; provided, however, that if, at the time of registration of
any Series 2006A Bond interest with respect to such Series 2006A Bond is in default, such
Series 2006A Bond shall bear interest from the Interest Payment Date to which interest has
been paid or made available for payment with respect to such Series 2006A Bond.
Interest on the Series 2006A Bonds shall be payable on each Interest Payment Date to
the person whose name appears on the Registration Books as the Owner thereof as of the
close business on the Record Date, such interest to be paid by check or draft of the Trustee
mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owner at the
address of such Owner as it appears on the Registration Books on such Record Date; provided,
however, that at the written request of the Owner of at least $1,000,000 in aggregate principal
amount of Outstanding Series 2006A Bonds filed with the Trustee prior to any Record Date,
interest on such Series 2006A Bonds shall be paid to such Owner on each succeeding Interest
Payment Date by wire transfer of immediately available funds to an account in the United States
designated in such written request (unless and until such request has been revoked in writing).
Principal of and premium, if any, on any Series 2006A Bond shall be paid upon presentation
and surrender thereof, at maturity or the prior redemption thereof, at the Trust Office. The
principal of and interest and premium, if any, on the Series 2006A Bonds shall be payable in
lawful money of the United States of America.
The Series 20066 Bonds shall be issued in fully registered form in any denominations of
Initial Principal Amount but shall reflect denominations of $5,000 Maturity Amount or any
integral multiple thereof. No Series 2006B Bond shall have more than one maturity date. The
Series 2006B Bonds shall be dated the Closing Date, shall mature on August 1 in each of the
years and in the Maturity Amounts set forth in the following schedule. The Series 2006B Bonds
shall be delivered on the Closing Date in.the aggregate Initial Principal Amounts set forth below.
Interest on the Initial Principal Amount of the Series 2006B Bonds shall accrue and compound
at the yield to their maturity set forth below (such interest being equal to the difference between
the Maturity Amounts and the Initial Principal Amounts thereot�:
Initial Initial Principal Yield to
Maturity Date Maturitv Principal Amount per $5,000 Maturity
(Auaust 1) Amount Amount Maturitv Amount Date
Interest on each Series 2006B Bond shall be compounded semi-annually at the yield set
forth above from the Closing Date on each February 1 and August 1, commencing August 1,
2006, until maturity or earlier redemption thereof, computed using a year of 360 days of twelve
30-day months and shall be payable (i) at maturity as part of the Maturity Amount, or (ii) at
redemption as part of the Accreted Value to the redemption date. The Maturity Amount, or the
Accreted Value and redemption premium (if any), as applicable, with respect to any Series
2006B Bond shall be paid upon presentation and surrender thereof, at maturity or the prior
redemption thereof, at the Trust Office, in lawful money of the United States of America
The principal or redemption price of the Series 2006A Bonds will be payable at the
maturity or earlier redemption upon presentation and surrender of the Series 2006A Bonds at
the corporate trust office of the Trustee in Los Angeles, California and interest on the Series
2006A Bonds will be payable by check or draft, mailed on the Interest Payment Date to each
Owner of the Bonds (an "Owner") as of the Record Date preceding such Interest Payment
Date. While the Bonds are held in the book-entry only system of DTC, all such payments will be
made to Cede & Co., as fhe registered Owner of the Bonds.
Redemption of the Bonds
Series 20�6A Bonds Redemption From Opiional Series A Loan Prepayments.
Under the Series A Loan Agreement, the Agency is given the option to prepay principal
installments of the Series A Loan. The Revenues derived from such prepayment shall be
applied to the redemption of the Series 2006A Bonds, as a whole, or in part among maturities
as designated in writing by the Authority and by lot within a maturity, in integral multiples of Five
Thousand Dollars ($5,000) principal amount, on any Interest Payment Date on or after August
1, 20_, at the following respective redemption prices (expressed as percentages of the
principal amount of the Series 2006A Bonds to be redeemed), plus accrued interest thereon to
the date of redemption:
�
Redemqtion Dates
August 1, 20 and February 1, 20_
August 1, 20 and February 1, 20_
August 1, 20_ and thereafter
Redemotion Price
102%
101
100
Series 2006A Bonds Mandatory Sinking Fund Redemption. The Series 2006A
Bonds due August 1, 20_, August 1, 20_, August 1, 20_, and August 1, 20 shall be subject to
mandatory redemption by lot, on August 1 in each year as shown on the tables below, from
sinking fund payments made by the Authority, at a redemption price equal to the principal
amount thereof to be redeemed, without premium, plus accrued interest to the date of
redemption as shown in the following table; provided, however, that (i) in lieu of redemption
thereof on August 1 in any year, such Series 2006A Bonds may be purchased by the Agency
pursuant to the Loan Agreement and tendered to the Trustee for cancellation not later than the
preceding May 15, and (ii) if some but not all of such Series 2006A Bonds have been redeemed
pursuant to the paragraph above entitled "Redemption From Optional Loan Prepayments," the
total amount of all future sinking fund payments shall be reduced by the aggregate principal
amount of such Series 2006A Bonds so redeemed, to be allocated among such sinking fund
payments on a pro rata basis.
Term Series 2006A Bonds Due August 1, 20
Sinking Fund Principal Amount
Redemption Date to be Redeemed
(Auqust 1) or Purchased
Term Series 2006A Bonds Due August 1, 20
Sinking Fund Principal Amount
Redemption Date to be Redeemed
lAuaust 1) or Purchased
Series 20068 Bonds Redemption From Optiona/ Series B Loan Prepayments.
Under the Series B Loan Agreement, the Agency is given the option to prepay principal
installments of the Series B Loan. The Revenues derived from such prepayment shall be
applied to the redemption of the Series 2006B Bonds, as a whole, or in part among maturities
as designated in writing by the Authority and by lot within a maturity, in integral multiples of Five
Thousand Dollars ($5,000) Maturity Amount, on any February 1or August 1 on or after August 1,
20_, at the following respective redemption prices (expressed as percentages of the Accreted
Value of the called Series 2006B Bonds on the date fixed for redemption:
Redemption Dates
August 1, 20 and February 1, 20_
August 1, 20 and February 1, 20_
August 1, 20_ and thereafter
Redemption Price
102%
101
100
No Series 20U6B Bonds Mandatory Sinking Fund Redemption. The Series 2006B
Bonds are not subject to mandatory sinkning fund redemption prior to maturity.
Notice of Redemption. The Trustee on behalf and at the expense of the Authority will
mail (by first class mail) notice of any redemption to the respective Owners of any Bonds
designated for redemption at their respective addresses appearing on the Registration Books,
and to the Securities Depositories and to one or more Information Services, at least 30 but not
more than 60 days prior to the date fixed for redemption; provided, however, that neither failure
to receive any such notice so mailed nor any defect therein will affect the validity of the
proceedings for the redemption of such Bonds or the cessation of the accrual of interest
thereon. Such notice will state the date of the notice, the redemption date, the redemption place
and the redemption price and will designate the CUSIP numbers, the series designation, the
Bond numbers (but only if less than all of the Outstanding Bonds of each series are to be
redeemed) and the maturity or maturities (in the event of redemption of all of the Bonds of such
maturity or maturities in whole) of the Bonds of such series to be redeemed, and will require that
such Bonds be then surrendered at the trust office of the Trustee for redemption at the
redemption price, giving notice also that further interest on such Bonds will not accrue from and
after the redemption date.
Partial Redemption of 8onds. In the event only a portion of any Bond is called for
redemption, then upon surrender of such Bond the Authority shall execute and the Trustee shall
authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or
Bonds of the same series, tenor and maturity date, of authorized denominations in aggregate
Principal Amount or Maturity Amount, as the case may be, equal to the unredeemed portion of
the Bond to be redeemed.
Selection of Bonds for Redemption. Whenever provision is made in the Indenture for
less than all of the Bonds of a series of any maturity to be redeemed, the Trustee will select the
Bonds of such series and maturity to be redeemed from all Bonds not previously called for
redemption, by lot in any manner which the Trustee in its sole discretion shall deem appropriate
under the circumstances. For purposes of such selection, all Bonds will be deemed to be
comprised of separate $5,000 portions and such portions will be treated as separate bonds
which may be separately redeemed.
Effect of Redempfion. From and after the date fixed for redemption, if notice of
redemption shall have been duly mailed and funds available for the payment of the principal of
and interest (and premium, if any) on the Bonds so called for redemption shall have been duly
provided, such Bonds so called shall cease to be entitled to any benefit under the Indenture
other than the right to receive payment of the redemption price, and no interest shall accrue
thereon from and after the redemption date specified in such notice.
BONDINSURANCE
The information relating to fhe Insurer set forth in this section entitled "BOND
1NSURANCE," and the specimen lnsurance Policy set forfh in Appendix F hereto, has been
10
furnished by the Insurer. No representafion is made herein as to the accuracy or adequacy of
such information or as to the absence of materia! adverse changes in such information
subsequent to the date hereof.
[to come from Insurer...]
SECURITY FOR THE BONDS
Revenues and Loan Agreement
The Bonds are secured by a first lien on and pledge of the Revenues, which are defined
in the Indenture to include (i) all amounts payable by the Agency as payments or prepayrnents
for the Loan pursuant to the Loan Agreement; (ii) any proceeds of the Bonds originally
deposited with the Trustee and all moneys deposited and held from time to time in the funds
and accounts established under the Indenture; and (iii) income and gains with respect to the
investment of amounts on deposit in the funds and accounts established under the Indenture,
other than amounts payable to the United States of America pursuant to the tax covenants
contained in the Indenture.
The primary security for the Bonds, therefore, consists of amounts payable by the
Agency under the Loan Agreement, amounts held in the Reserve Fund and amounts held by
the Trustee under the Indenture. The Loans are secured by a subordinate (to the Senior 2002
Loan and Senior 2003 Loan, plus any future obligations secured by a parity pledge of Tax
Revenues) pledge of and lien on the Tax Revenues, as more fully described under "SECURITY
FOR THE BONDS — Tax Revenues." The Agency may, pursuant to the terms of the Loan
Agreement and the Indenture, issue additional obligations secured by Subordinate Tax
Revenues on a parity with the Loan. See "SECURITY FOR THE BONDS — Issuance of
Additional Parity Debt."
11
Tax Allocation Financing
The Redevelopment Law provides a means for financing redevelopment projects based
upon an allocation of taxes collected within a project area. The taxable valuation of a project
area last equalized prior to adoption of the redevelopment plan, or base roll, is established.
Thereafter, except for any period during which the taxable valuation drops below the base roll,
the state and local governments for the benefit of which taxes are levied and collected on
property within the project area receive the taxes produced by the levy of the then current tax
rate upon the base roll. Taxes collected upon any increase in taxable valuation over the base
roll are allocated to a redevelopment agency and may be pledged by a redevelopment agency
to the repayment of any indebtedness incurred in financing or refinancing a redevelopment
project. Redevelopment agencies themselves have no authority to levy property taxes and
must look specifically to the allocation of taxes produced as above indicated. Further, the
Redevelopment Law requires that certain amounts of tax increment be used by a
redevelopment agency for low and moderate income housing projects, and places certain limits
on the tax increment which a redevelopment agency is authorized to receive. See
"SUBORDINATE TAX REVENUES — Housing Set-Aside Requirements" and "THE PROJECT
AREA — Limitations and Requirements of the Redevelopment Plan" herein.
Allocation of Taxes
As provided in the Redevelopment Plan, and pursuant to Article 6 of Chapter 6 of the
Redevelopment Law and Section 16 of Article XVI of the Constitution of the State of California,
taxes levied upon taxable property in the Project Area, each year by or for the benefit of the
State of California and any city, county, city and county, district or other public corporation
(herein collectively referred to as "taxing agencies") for fiscal years beginning after the effective
date of the Project Area, are divided as follows:
(1) To Taxing Agencies: That portion of the taxes which would be produced by the
rate upon which the tax is levied each year by or for each of said taxing agencies upon the total
sum of the assessed value of the taxable property in the Project Area, as shown upon the
assessment roll used in connection with the taxation of such property by such taxing agency last
equalized prior to the effective date of the ordinance approving the Redevelopment Plan shall
be allocated to, and when collected shall be paid into, the funds of the respective taxing
agencies as taxes by or for said taxing agencies on all other property are paid; and
(2) To the Agency: Except for taxes which are attributable to a tax rate levy by a
taxing agency for the purpose of producing revenues to repay bonded indebtedness approved
by the voters of the taxing agency on or after January 1, 1989, which shall be allocated to and
when collected shall be paid to such taxing agency, that portion of said levied taxes each year in
excess of the amounts provided for in (1) above, shall be allocated to, and when collected shall
be paid into, a special fund of the Agency to pay the principal of and interest on bonds, loans,
moneys advanced to, or indebtedness (whether funded, refunded, assumed, or otherwise)
incurred by the Agency to finance or refinance, in whole or in part, the Project Area. Unless and
until the total assessed valuation of the taxable property in the Project Area exceeds the total
assessed value of the taxable property in the Project Area as shown by the last equalized
assessment roll referred to in paragraph (1) above, all of the taxes levied and collected upon the
taxable property in the Project Area, shall be paid into the funds of the respective taxing
agencies. When said bonds, loans, advances, and indebtedness, if any, and interest thereon,
have been paid, all moneys thereafter received from taxes upon the taxable property in the
Project Area, shall be paid into the funds of the respective taxing agencies as taxes on all other
property are paid.
12
The Agency is authorized to make pledges of the portion of taxes allocated to it as
described in paragraph (2) above to repay specific advances, loans and indebtedness as
appropriate in carrying out the Redevelopment Plan.
Teeter Plan
In 1949, the California Legislature enacted an alternative method for the distribution of
secured property taxes to local agencies. This method, known as the Teeter Plan, is now set
forth in Sections 4701-4717 of the California Revenue and Taxation Code. Upon adoption and
implementation of this method by a county board of supervisors, local agencies for which the
county acts as "bank" and certain other public agencies and taxing areas located in the county
receive annually the fult amount of their share of property taxes on the secured roll, including
delinquent property taxes which have yet to be co{{ected. While the county bears the risk of {oss
on delinquent taxes which go unpaid, it also benefits from the penalties associated with these
delinquent taxes when they are paid. In turn, the Teeter Plan provides participating local
agencies with stable cash flow and the elimination of collection risk.
To implement a Teeter Plan, the board of supervisors of a county generally must elect to
do so by July 15 of the fiscal year in which it is to apply. As a separate election, a county may
elect to have the Teeter Plan procedures also apply to assessments on the secured rofl. The
Board of Supervisors of Riverside County adopted the Alternative Method of Distribution of Tax
Levies and Collections and of Tax Sale Proceeds (the "Teeter Plan") in 1992-93, and the City is
a participant under the Teeter Plan. In addition, the County's Teeter Plan applies to the District,
including the Taxable Property and the Special Tax.
Once adopted, a county's Teeter Plan wili remain in effect in perpetuity unfess the board
of supervisors orders its discontinuance or unless, prior to the commencement of a fiscal year, a
petition for discontinuance is received and joined in by resolutions of the governing bodies of not
less than two-thirds of the participating districts in the county. An electing county may, however,
opt to discontinue the Teeter Plan with respect to any levying agency in the county if the board
of supervisors, by action taken not later than July 15 of a fiscal year, elects to discontinue the
procedure with respect to such levying agency and the rate of secured tax delinquencies in that
agency in any year exceeds 3°la of the total of all taxes and assessments levied on the secured
roil by that agency.
Upon making a Teeter Plan election, a county must initially provide a participating local
agency with 95% of the estimated amount of the then-accumulated tax delinquencies (excluding
penalties) for that agency. After the initial distribution, each participating local agency receives
annually 100% of the secured property tax levies to which it is otherwise entitled, regardless of
whether the county has actually collected the levies.
If any tax or assessment which was distributed to a Teeter Plan participant is
subsequently changed by correction, cancellation or refund, a pro rata adjustment for the
amount of the change is made on the records of the treasurer and auditor of the county. Such
adjustment for a decrease in the tax or assessment is treated by the County as an interest-free
offset against future advances of tax levies under the Teeter Plan.
Tax Revenues
The "Tax Revenues" which the Agency has pledged, on a subordinate (to the 2002 Loan
and 2003 Loan, plus any future obligations secured by a parity pledge of Tax Revenues) basis,
13
to the payment of the Loans are defined in the Loan Agreement as that portion of the taxes
levied upon taxable property in the Project Area, allocated and paid into a special fund of the
Agency (the "Special Fund"), pursuant to Article 6 of Chapter 6 of the Redevelopment Law and
Section 16 of Article XVI of the Constitution of the State, exclusive of (i) amounts placed into the
Low and Moderate Income Housing Fund of the Agency pursuant to Sections 33334.2 and
33334.3 of the Redevelopment Law, and (ii) amounts payable to affected taxing agencies
pursuant to the Pass-Through Agreements (hereinafter described), or pursuant to
sections 33607.5 and 33607.7 of the Redevelopment Law. See "SECURITY FOR THE BONDS
— Pass-Through Agreements and Housing Set-Aside" and "APPENDIX A— Fiscal
Consultant's Report." The pledge for payment of the Loans is of "Subordinate Tax Revenues"
which is defined as Tax Revenues available after payment of "Senior Debt Service." Senior
Debt Service is defined in the Loan Agreement as, for any period of time, the sum of (i) the
amount of interest payable during such period on the outstanding Senior 2002 Loan and Senior
2003 Loan, assuming that principal thereof is paid as scheduled and that any mandatory sinking
fund payments are made as scheduled, (ii) the amount of principal payable during such period
on the outstanding Senior 2002 Loan and Senior 2003 Loan, including any principal required to
be prepaid by operation of mandatory sinking fund payments, and (iii) amounts, if any, required
to be deposited in the debt service reserve fund maintained under the Senior 2002 Loan
Agreement and the Senior 2003 Loan Agreement or paid to the issuers of surety bonds (or
other qualified reserve fund instruments) deposited in such reserve fund in lieu of cash pursuant
to the agreements between the Agency and such issuers.
All Tax Revenues received by the Agency are required to be deposited for the benefit of
the Senior 2002 Loan and Senior 2003 Loan in the Special Fund established in connection with
those loans until such time as the amounts on deposit in the Special Fund equal the aggregate
amounts required to be transferred to the Trustee pursuant to the Loan Agreement for payment
of the Loans (and any Parity Debt Instrument) on a subordinate basis to the Senior 2002 Loan
and Senior 2003 Loan.
The Agency has no power to levy and collect property taxes, and any property tax
limitation, Legislative measure, voter initiative or provisions of additional sources of income to
taxing agencies having the effect of reducing the property tax rate, could reduce the amount of
Tax Revenues that would otherwise be available to pay the Series A Loan and, consequently,
the principal of, and interest on, the Bonds. Likewise, broadened property tax exemptions could
have a similar effect. See "RISK FACTORS" herein.
THE BONDS ARE NOT A DEBT OF THE CITY OF PALM DESERT, THE STATE OF
CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS (OTHER THAN THE AUTHORITY),
AND NEITHER THE CITY NOR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS
(OTHER THAN THE AUTHORITY) IS LIABLE THEREON. NEITHER THE AUTHORITY NOR
THE AGENCY HAS ANY TAXING POWER. THE BONDS ARE REVENUE BONDS, PAYABLE
EXCLUSIVELY FROM THE REVENUES AND OTHER FUNDS AS PROVIDED IN THE
INDENTURE, INCLUDING PAYMENTS TO BE MADE BY THE AGENCY UNDER THE LOAN
AGREEMENT. THE OBLIGATIONS OF THE AGENCY UNDER THE LOAN AGREEMENT
AND ANY PARITY DEBT OF THE AGENCY ARE PAYABLE SOLELY FROM SUBORDINATE
TAX REVENUES ALLOCATED TO THE AGENCY FROM THE PROJECT AREA. THE BONDS
DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION.
Pass-Through Agreements and Housing Set-Aside
14
Pass-Through Agreements. The Agency has entered into several agreements (the
"Pass-Through Agreements") in connection with the Project Area, whereby portions of the tax
increment revenues which would otherwise be received by the Agency as described above are
paid to certain other taxing entities. Amounts paid under the Pass-Through Agreements are not
Tax Revenues and, therefore, are not pledged to secure the Loans. See "SUBORDINATE TAX
REVENUES — Projected Taxable Vatuation and Tax Revenues" herein, and see "APPENDIX A
— Fiscal Consultant's Report" for a description of the Pass-Through Agreements.
Statutory Pass-Throughs. Certain provisions were added to the Redevelopment Law
by the adoption of AB 1290 in 1994. Under Section 33607.5 of the Law, any new project area
formed after 1994 is required to share in tax increment revenues generated pursuant to a
statutory formula ("Statutory Tax Sharing"). Although the Project Area has existing tax-sharing
agreements with the majority of its taxing agencies there are an additional 10 agencies without
agreements. Commencing in fiscal year 2008-09, the Agency will begin making payments to
these agencies pursuant to Section 33607.7 af the Redevelopment Law. The projections
prepared by the Fiscal Consultant incorporated those expected payments.
Housing Set-Aside. Excluded from the 7ax Revenues are those amounts received by
the Agency and placed into the Low and Moderate Income Housing Fund of the Agency
pursuant to Sections 33334.2 and 33334.3 of the Redevelopment Law (the "Housing Set-
Aside"). �or a discussion of Housing Set-Aside requirements, see "SUBORDINATE TAX
REVENUES — Housing Set-Aside Requirements."
Parity Debt and Existing Parity Lien
The Agency's obligations on the Loans are repayable on a parity with possible future
Parity Debt, which consists of any indebtedness payable from Subordinate Tax Revenues on a
parity with the Loans. See "SUBORDINATE TAX REVENUES - Projected Taxable Valuation
and Tax Revenue" herein. See "SECURITY FOR THE BONDS — Issuance of Additiona! Parity
Debt."
The Agency's obligations on the Senior 2002 Loan and Senior 2003 Loan are repayable
from Tax Revenues on a parity with possible future obligations issued on a parity to the Senior
2002 Loan and Senior 2003 Loan. The Senior 2002 Loan is currently outstanding in the
aggregate principal amount of $ and the Senior 2003 Loan is currently
outstand'+ng in the aggregate principal amount of $ . Other than the Senior 2002
Loan and the Senior 2003 Loan, there is no existing senior Parity Debt.
Issuance of Additional Parity Debt
The Authority has covenanted in the Indenture that except for the Bonds, it will not incur
any other indebtedness payable out of Revenues.
So long as the Senior 2Q02 Loan or the Senior 2003 Loan remains outstanding, any
additional Parity Debt must also meet the requirements thereunder for issuance of additional
Parity Debt.
The Agency has covenanted in the Loan Agreement that it will not incur any
indebtedness which is payable from all or any part of the Subordinate Tax Revenues, other
than: (i} the Loans; (ii) additional Parity Debt subject to the conditions described below; and (iii)
any debt secured by a pledge of Subordinate 7ax Revenues which is subordinate to the pledge
of Subordinate Tax Revenues created by the Loan Agreement. The Agency has further
15
covenanted in the Loan Agreement that it will not amend the Redevelopment Plan (except for
the purpose of extending or eliminating the time limit on the establishment of loans, advances,
and indebtedness, extending the time limit on the effectiveness of the Redevelopment Plan,
extending the time limit on the payment of indebtedness, extending the time limit for the receipt
of tax increment, or increasing the fimitation on the number of dollars of taxes to be allocated to
the Agency) or any of the Pass-Through Agreements, or enter into any agreement with the
County or any other governmental unit, which would have the effect of reducing the amount of
Subordinate Tax Revenues available to the Agency for payment of the Loan, unless the Agency
shall first obtain (a) the Report of an Independent Redevelopmen# Consultant stating that the
amount of Subordinate Tax Revenues for the then current Fiscal Year (calculated on the
assumption that such reduction of Subordinate Tax Revenues was in effect throughout such
Fiscal Year), shall be at least equal to 115 percent of Maximum Annuai Debt Service and (b), as
long as the Insurance Policy is in full force and effect, the written consent of the Insurer.
Pursuant to the Loan Agreement, the Agency may issue or incur additional Parity Debt
subject to the following specific conditions:
(a) No Event of Default shall have occurred and be continuing, and the Agency shall
otherwise be in compliance with all covenants set forth in this Loan Agreement.
(b} So long as the Loans and any Parity Debt are scheduled to remain outstanding,
Tax Revenues for each Fiscal Year (based on assessed valuation of property in the Project
Area as evidenced in the written records of the County, plus at the option of the Agency the
Additional Revenues, for the current Fiscal Year and as projected by an Independent
Redevelopment Consultant for each future Fiscal Year), shall be at least 125 percent of the sum
of the principal (including any principal amount subject to mandatory sinking fund redemption)
and interest scheduled to become due during such Fiscal Year with respect to the Senior 2002
Loan, the Senior 2003 Loan, the Loans, the proposed Parity Debt, and alf other outstanding
Parity Debt (except for any which is to be refunded by the proposed Parity Debt).
(c) The balance in the Reserve Fund shall be increased to an amount which equals
the Reserve Requirement.
(d) The related Parity Debt Instrument shail provide that:
(i) Interest on such Parity Debt shall be payable, except for the first 12-month period
thereof, which may be payable at the end of such period, on the same dates that interest on the
Loan is payable and
(ii) The principal of such Parity Debt shall not be payable on any date other than the
date on which principal of the Loan is payable.
(e) The issuance of such Parity Debt shall not cause the Agency to exceed any
applicable Plan Limitations.
(f) The Agency shall deliver to the Trustee a Certificate of the Agency certifying that
the conditions precedent to the issuance of such Parity Debt set forth in subparagraphs (a)
through (e), above, have been satisfied. The Agency shall also furnish a copy of an
Independent Redevelopment Consultant's report evidencing compliance with the conditions set
forth in subparagraph (b) above.
i[y
Reserve Fund
In order to further secure the payment of principal of and interest on the Bonds, the
Agency is required to maintain an amount equal to the Reserve Requirement in the Reserve
Fund held by the Trustee. Upon the defivery of the 8onds, the reserve requirement is
$ . Amounts in the Reserve Fund are to be held by the Trustee for the benefit of the
Authority, Bondowners, and the owners of any Parity Debt pursuant to the Loan Agreement, and
are pledged by the Agency to secure the Agency's payment obligations under the Loan
Agreement. The Agency is required to set aside firom the Special Fund and deposit in the
Reserve Fund an amount sufficient to maintain the Reserve Requirement on deposit in the
Reserve Fund at all times so long as any Bonds remain outstanding. As defined in the Loan
Agreement, the Reserve Requirement means, as of the date of calculation and as certified in
writing to the Trustee by the Agency, an amount equal to the least of (i) Maximum Annual Debt
Service, {ii) 125% of average annual debt service, and (iii) 10°!0 of the proceeds of the �oan and
of the proceeds of any Parity Debt.
7he Loan Agreement permits the Agency to fund all or a portion of the Reserve
Requirement by means of a Qualified Reserve Fund Credit Instrument. The Debt Service
Reserve Fund Surety Bond described in the succeeding paragraphs constitutes a Qualified
Reserve Fund Credit Instrument.
RISK FACTORS
The following is a discussion of certain risk factors which should be considered, in
addition to other matters set forth herein, in evaluating fhe invesfinent quality of the Bonds. This
discussion does not purport to be comprehensive or definitive. The occurrence of one or more
of fhe evenfs discussed herein could adversely affecf the abilify of the Agency to make fhe
payments required fo repay fhe 8onds and their inferesf on a timely manner. !n addition, fhe
occurrence of one or more of the events discussed herein could adversely affecf the value of
the property in the Project Area.
Bonds Are Limited Obligations
The Bonds and the interest thereon are {imited ob{igations of the Agency and do not
constitute a general obligation of the Agency. See "SECURlTY FOR THE BONDS" herein. No
Owner of the Bonds may compel exercise of the taxing power of the State of California or any of
its political subdivisions or agencies to pay the principal of, premium, if any, or interest due on
the Bonds. The Bonds do not evidence a debt of the Agency within the meaning of any
constitutional or statutory debt limitation provision.
Reduction of Tax Revenues
Tax Revenues (which constitute the source of repayment of the Loans and indirectly of
the Bonds, as discussed herein) are a portion of the taxes allocated to the Agency each year
which are determined by the amount of incremental valuation of taxable property in the Project
Area, the current rate or rates at which property in the Project Area, is taxed and the percentage
of taxes collected in the Project Area. Neither the Agency nor the Authority has taxing power,
nor does the Agency have the power to affect the rate at which property is taxed.
17
Events beyond the control of the Agency could cause a reduction in Tax Revenues,
thereby impairing the ability of the Agency to make payments under the Loan Agreement
sufficient to pay principal of and interest and premium (if any) when due on the Bonds.
A reduction of taxable values of property or tax rates in the Project Area or a reduction of
the rate of increase in taxable values of property in the Project Area caused by economic or
other factors beyond the Agency's control (such as a relocation out of the Project Area by one
or more major property owners, successful appeals by property owners for a reduction in a
property's assessed value, a reduction of the general inflationary rate, a reduction in transfers of
property, reduction of property values, events that permit reassessment of property at lower
values, or the destruction of property caused by natural or other disasters, including earthquake)
could occur, thereby causing a reduction in Tax Revenues.
The California electorate or legislature could adopt limitations with the effect of reducing
Tax Revenues. Such limitation already exists under Article XIIIA of the California Constitution,
which was adopted pursuant to the initiative process. For a further description of Article XIIIA,
see "PROPERTY TAXATION IN CALIFORNIA — Constitutional Amendments Affecting Tax
Revenues," herein.
A reduction in the tax rate applicable to property in the Project Area by reason of
discontinuation of certain override tax levies in excess of the 1°/a basic levy will reduce tax
increment revenues. Such override tax levies can be expected to decline over time until the tax
rate in the Project Area reaches the 1% basic levy. Such overrides may be discontinued at any
time, which may cause a reduction in Tax Revenues. The Agency does not receive any Tax
Revenues attributable to tax override levies.
The current practice of the County under the Teeter Plan is to calculate 100% of the
gross tax increment payable annually to the Agency and to retain any penalties or delinquencies
collected to offset such gross payment. There can be no assurances that the County will
continue this practice in the future, or that the County will not discontinue the Teeter Plan or
remove the Agency from the Teeter Plan in the future.
Other events beyond the control of the Agency could also cause a reduction in Tax
Revenues.
Tax increment revenues allocated to the Agency are distributed throughout the year in
installments. The payments are adjusted to reflect actual collections. Any reduction in tax
increment revenues, whether for any of the foregoing reasons or any other reason, could have
an adverse effect on the Agency's ability to make payments under the Loan Agreement
sufficient to pay the principal of and interest on the Bonds.
18
Reduction in Inflationary Rate
As described in greater detail below, Article XIIIA of the California Constitution provides
that the full cash value basis of real property used in determining taxable value may be adjusted
from year to year to reflect the inflationary rate, not to exceed a 2% increase for any given year,
or may be reduced to reflect a reduction in the consumer price index or comparable local data.
Such measure is computed on a calendar year basis. The Agency has projected Tax Revenues
to be received by it based, among other things, upon such 2°/a inflationary increases. Should
the assessed value of real property not increase at the allowed annual rate of 2%, the Agency's
receipt of future Tax Revenues may be adversely affected. See "PROPERTY TAXATION IN
CALIFORNIA - Constitutional Amendments Affecting Tax Revenues" herein.
Concentration of Ownership
The largest secured local taxpayer in the Project Area (constituting approximately
16.17% of the Fiscal Year 2005-06 secured assessed value in the Project Area) is Desert
Spring Hotel/Marriott. See "THE PROJECT AREA - Largest Taxable Property Owners" above.
While the Agency believes that Desert Spring Hotel/Marriott to be a viable and profitable
enterprise, its business, by nature, is dependent upon various unpredictable economic and
market forces. The impact of various other risks described in this section could be exaggerated
should any such risk negatively impact Desert Spring Hotel/Marriott.
Assessment Appeals
Property taxable values may be reduced as a result of a successful appeal of the taxable
value determined by the County Assessor. An appeal may result in a reduction to the County
Assessor's original taxable value and a tax refund to the applicant property owner. Appeal and
refund activity within the Project Area may result in resolved appeals which reduce the
assessed value of parcels within the Project Area. See APPENDIX A-"Fiscal Consultant's
Report - Assessment Appeals."
An assessee may contest either (i) the original determination of the "base assessment
value" of a parcel (i.e., the value assigned after a change of ownership or completion of new
construction), or (ii) the "current assessment value" (i.e., the value as determined by the County
Assessor, which may be no more than the base assessment value plus the compounded 2%
annual inflation factor) when specified factors have caused the market value of the parcel to
drop below current assessment value.
At the time of reassessment, after a change of ownership or completion of new
construction, the assessee may appeal the base assessment value of the property. Under an
appeal of a base assessment value, the assessee appeals the actual underlying market value of
the sales transaction or the recently completed improvement. A successful appeal of the base
assessment value of a parcel has significant future revenue impacts, because a reduced base
year assessment will reduce the compounded future value of the property prospectively. Except
for the two percent inflation factor, the value of the property cannot be increased until a change
in ownership occurs or additional improvements are added.
Assessment appeals are currently pending in the Project Area, and the Agency cannot
predict whether such appeals, or any future appeals, will be successful. Future reductions in
taxable values in the Project Area resulting from successful appeals by property owners will
reduce the amount of Tax Revenues available to pay the principal of and interest on the Bonds.
19
Proposition 8 Adjustments
Proposition 8, approved in 1978 (California Revenue and Taxation Code Section 51(b)),
provides for the assessment of real property at the lesser of its originally determined (base year)
full cash vafue compounded annually by the inflation factor, or its full cash va�ue as of the fien
date, taking into account reductions in value due to damage, destruction, obsolescence or other
factors causing a decline in market value. Reductions based on Proposition 8 do not establish
new base year values, and the property may be reassessed on a following lien date up to the
lower of the then-current fair market value or the factored base year value. Properties in the
Project Area have not been subject to Proposition 8 adjustments made by the County Assessor
in any significant amount.
Development Risks
Generally, the Agency's ability to make payments under the Loan Agreement will be
dependent upon the economic strength of the Project Area. The general economy of the
Project Area will be subject, in part, to the development risks generally associated with real
estate development projects. Projected development within the Project Area may be subject to
unexpected delays, disruptions and changes. For example, real estate development operations
may be adversely affected by changes in general economic conditions, fluctuations in the real
estate market, fluctuations in interest rates, unexpected increases in develapment costs and by
other factors. Further, real estate development operations within the Project Area could be
adversely affected by future governmental policies, including governmental policies to restrict or
control development. If projected development in the Project Area is delayed or halted, the
economy of the Project Area could be adversely affected, causing a reduction of the Tax
Revenues available ultimately to pay debt service on the Bonds.
Seismic Factors
The assessed valuation of properties in the Project Area could be substantially reduced
as a result of a major earthquake proximate to the Project Area. The area in and surrounding
the Project Area, like much of California, may be subject to unpredictable seismic activity. If
there were to be an occurrence of severe seismic activity in the Project Area, there could be a
negative impact on assessed values of taxable vatues of property in the Project Area, and a
corresponding reduction in 7ax Revenues. Such reduction of Tax Revenues could have an
adverse effect on the Agency's ability to make timely payments of principal of and interest on a
Loan.
Flood Risk Considerations
In and around the City, flooding caused by river overflow or heavy rainfall could cause
possible damage to property in the City, inc{uding property in the Project Area.
Levy and Collection
Neither the Agency nor the Authority has any independent power to levy and collect
property taxes. Any reduction in the tax rate or the implementation of any constitutional or
legislative property tax decrease coutd reduce the Tax Revenues, and accordingly, could have
an adverse impact on the ability of the Agency to make payments under the l.oan Agreement
sufficient to pay debt service on the Bonds. Likewise, delinquencies in the payment of property
taxes could have an adverse effect on the Agency's ability to make timely payments. The
County currently allocates to the Agency 100% of tax increment revenues without regard to
r�i
delinquencies. However, there is no assurance that the County will continue to allocate Tax
Revenues in this manner. To estimate the Tax Revenues available to pay debt service on the
Bonds, the Agency has made certain assumptions with regard to the assessed valuation of
property within the Project Area and future tax rates. The Agency believes these assumptions
to be reasonable, but to the extent that the assessed valuation and the tax rates are fess than
the Agency's assumptians, the Tax Revenues available to pay debt service on the Bonds may
be less than those projected herein.
State Budget; ERAF Shift
In connection with its approval of the budget for the 1992-93, 1993-94 and 1994-95 fiscal
years, the State Legislature enacted legislation which, among other things, reallocated funds
from redevetopment agencies to school districts by shifting a portion of each agency's tax
increment, net of amounts due to other taxing agencies, to school districts for such fiscal years
for deposit in the Education Revenue Augmentatian Fund ("ERAF"). The amount required to be
paid by a redevelopment agency under such legislation was apportioned among all of its
redevelopment project areas on a collective basis, and was not allocated separately to
individual project areas. Faced with a projected $23.6 billion budget gap for Fiscal Year 2002-
03, the State Legislature adopted and sent to the Governor of the State as urgency legislation,
AB 1768 requiring redevelopment agencies to pay into ERAF in Fiscal Year 2002-03 an
aggregate amount of $75 million.
In 2003, the State Legislature adopted SB 1045 which required redevelopment agencies
to make ERAF transfers in Fiscal Year 2003-04, based on a statewide aggregate transfer by
redevelopment agencies of $135 million. Due to continuing state budget problems, the State
Legisiature adopted SB 1096, Chapter 211, Statutes of 2004 ("SB 1096"), which required an
ERAF shift of $250 mi{lion for 2004-05 and 2005-06. As with previous ERAF shifts, SB 1096
requires that half of the shift be calculated on the basis of the gross tax increment of a project
area and the other half on net revenues after tax sharing payments. The Agency's ERAF
payment for 2004-05 was $3,887,133, and the proportionate share for Project Area was
$788,700. The Agency's estimated ERAF payments for 2005-06 are $3,995,041, with the
Project Area's proportionate share being $871,272 SB 1096 provides that the Agency's ERAF
payment obligations are subordinate to the payment of debt service on the Bonds.
The Agency cannot predict whether the State Legislature will adopt legislation requiring
other shifts of redevelopment property tax increment revenues in future fiscal years beyond
2005-06 to the State and/or to schools, whether by the ERAF mechanism or by other
arrangement. Should such legislation be enacted, Tax Revenues available for payment of the
Bonds may, in the future, be substantially reduced and the Agency's ability to pay debt service
on the Bonds may be impaired.
Assumptions and Projections
To estimate the total Tax Revenues available to pay debt service on the Bonds, the
Agency's Fiscal Consultant has made certain assumptions with regard to the assessed
valuation in the Project Area, future tax rates, the percentage of taxes collected, the likelihood
of appeals, the amount of funds available for investment and the interest rate at which those
funds wil{ be invested. See APPENDIX A—"FISCAL CONSUL7ANT'S REPORi" for a fuli
discussion of the assumptions underlying the projections set forth herein and therein with
respect to Tax Revenues. The Agency believes these assumptions to be reasonable, but to the
extent that the payment of any revenues that constitute Tax Revenues is less than such
21
assumptions, the total Tax Revenues available may be less than those projected herein. See
"SECURITY AND SOURCE OF PAYMENT FOR THE BONDS" herein.
Bankruptcy and Foreclosure
On July 30, 1992 the United States Court of Appeals for the Ninth Circuit issued an
opinion in a bankruptcy case entitled ln re Glasply Marine Industries holding that ad valorem
property taxes levied by a county in the State of Washington after the date that the property
owner filed a petition for bankruptcy would not be entitled to priority over the claims of a secured
creditor with a prior lien on the property. Similar results were reached by several circuit courts
in other circuits. Subsequently, however, section 362(b)(18) of the Bankruptcy Code was
enacted, effectively overturning this line of decisions and providing that local governments may
rely on statutory property tax liens to secure payment of property taxes after the filing of a
bankruptcy petition.
Loss of Tax Exemption on the Bonds
In order to maintain the exclusion from gross income for federal income tax purposes of
the interest on the Bonds, the Agency has covenanted in the Loan Agreement to comply with
each applicable requirement of Section 103 and Sections 141 through 150 of the Internal
Revenue Code of 1986, as amended. The interest on the Bonds could become includable in
gross income for purposes of federal income taxation retroactive to the date of issuance of the
Bonds, as a result of acts or omissions of the Agency in violation of covenants in the Loan
Agreement. Should such an event of taxability occur, the Bonds are not subject to acceleration,
redemption or any increase in interest rates and will remain Outstanding until maturity or until
redeemed under one of the redemption provisions contained in the Indenture. See
"CONCLUDING INFORMATION — Tax-Exempt Status of the Bonds" herein.
PROPERTY TAXATION IN CA�IFORNIA
Constitutional Amendments Affecting Tax Revenues
Article XIIIA of the California Constitution limits the amounts of ad valorem tax on real
property to 1°/a of "full cash value" as determined by the county assessor. Article XIIIA defines
"full cash value" to mean "the County Assessor's valuation of real property as shown on the
1975-76 tax bill under 'full cash value', or thereafter the appraised value of real property when
purchased, newly constructed, or a change in ownership has occurred after the 1975
assessrnent period." Furthermore, all real property valuation may be increased to reflect the
inflationary rate, as shown by the consumer price index, not to exceed 2% per year, or may be
reduced in the event of declining property values caused by damage, destruction or other
factors.
Article XIIIA exempts from the 1% tax limitation any taxes to repay indebtedness
approved by the voters prior to July 1, 1978, and any bonded indebtedness for the acquisition or
improvement of real property approved on or after July 1, 1978 by two-thirds of the voters voting
on the proposition approving such bonds, and requires a vote of two-thirds of the qualified
electorate to impose special taxes, while totally precluding the imposition of any additional ad
valorem, sales or transaction tax on real property. In addition, Article XIIIA requires the
approval of two-thirds of all members of the State legislature to change any State tax law
resulting in increased tax revenues.
22
Article XIIIB of the California Constitution limits the annual appropriations from the
proceeds of taxes of the State and any city, county, school district, authority or other political
subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted for
changes in the cost of living, population and services rendered by the governmental entity.
Article XIIIB includes a requirement that if an entity's revenues in any year exceed the amount
permitted to be spent, the excess would have to be returned by revising tax or fee schedules
over the subsequent two years.
Section 33678 of the Redevelopment Law provides that the allocation of taxes to a
redevelopment agency for the purpose of paying principal of, or interest on, loans, advances or
indebtedness incurred for redevelopment activity shall not be deemed the receipt by such
agency of proceeds of taxes within the meaning of Article XIIIB, nor shall such portion of taxes
be deemed receipt of proceeds of taxes by, or any appropriation subject to the limitation of, any
other public body within the meaning or the purpose of the Constitution and laws of the State,
including Section 33678 of the Redevelopment Law. Two California appellate court decisions
have upheld the constitutionality of Section 33678, and in the one case in which a petition for
review was filed in the California Supreme Court, such petition was denied.
Implementing Legislation
Legislation enacted by the California Legislature to implement Article XIIIA (Statutes of
1978, Chapter 292, as amended) provides that, notwithstanding any other law, local agencies
may not levy any property tax, except to pay debt service on indebtedness approved by the
voters prior to July 1, 1978, and that each county will levy the maximum tax permitted by Article
XIIIA of $4.00 per $100 assessed valuation (based on the traditional practice of using 25% of
full cash value as the assessed value for tax purposes). The legislation further provided that, for
Fiscal Year 1978-79 only, the tax levied by each county was to be appropriated among all taxing
agencies within the county in proportion to their average share of taxes levied in certain
previous years.
Effective as of the 1981-82 Fiscal Year, assessors in California no longer record
property values in the tax rolls at the assessed value of 25% of market values. All taxable
property value is shown at full market value. In conformity with this change in procedure, all
taxable property value included in this Official Statement (except as noted) is shown at 100% of
market value and all general tax rates reflect the $1 per $100 of taxable value.
Future assessed valuation growth allowed under Article XIIIA (i.e., new construction,
change of ownership, and 2% annual value growth) will be allocated on the basis of "situs"
among the jurisdictions that serve the tax rate area within which the growth occurs. Local
agencies and schools will share the growth of "base" revenue from the tax rate area. Each
year's growth allocation becomes part of each agency's allocation in the following year. The
Agency is unable to predict the nature or magnitude of future revenue sources which may be
provided by the State to replace lost property tax revenues. Article XIIIA effectively prohibits the
levying of any other ad valorem property tax above those described above, even with the
approval of the affected voters.
Constitutional Challenges to Property Tax System
There have been many challenges to Article XIIIA of the California Constitution.
Recently, the United States Supreme Court heard the appeal in Nordlinger v. Hahn, a challenge
relating to residential property. Based upon the facts presented in Nordlinger, the United States
Supreme Court held that the method of property tax assessment under Article XIIIA did not
23
violate the federal Constitution. The Agency cannot predict whether there will be any future
challenges to California's present system of property tax assessment and cannot evaluate the
ultimate effect on the Agency's receipt of tax increment revenues should a future decision hold
unconstitutional the method of assessing property.
Property Tax Collection Procedures
In California, property that is subject to ad valorem taxes is classified as "secured" or
"unsecured." The secured classification includes property on which any property tax levied by a
county becomes a lien on that property sufficient, in the opinion of the county assessor, to
secure payment of the taxes. Every tax levied by a county that becomes a lien on secured
property has priority over all present and future private liens arising pursuant to State law on the
secured property, regardless of the time of the creation of the other liens. A tax levied on
unsecured property does not become a lien against the taxed unsecured property, but may
become a lien on other property owned by the taxpayer.
Secured and unsecured property are entered on separate parts of the assessment roll
maintained by the county assessor. The payment of delinquent taxes with respect to property
on the secured roll may be enforced only through the sale of the property securing the taxes to
the State for the amount of taxes that are delinquent. Such property may thereafter be
redeemed by payment of the delinquent taxes and penalties. Unsecured personal property
taxes may be collected, in tfie absence of timely payment by the taxpayer, through (1) a civil
action against the taxpayer; (2) filing a certificate of delinquency for record in the county
recorder's office, in order to obtain a lien on property of the taxpayer; (3) seizure and sale of
personal property, improvements or possessory interests belonging or assessed to the
taxpayer; and (4) filing a certificate in the office of the County Clerk specifying certain facts in
order to obtain a judgment lien on certain property of the taxpayer.
The valuation of taxable property is determined as of January 1 each year, and equal
installments of taxes levied upon secured property become delinquent on the following
December 10 and April 10. Taxes on unsecured property are due on the lien date and become
delinquent August 31, and such taxes are levied at the prior year's secured tax rate.
Supplemental Assessments
A bill enacted in 1983, SB 813 (Statutes of 1983, Chapter 498), provides for the
supplemental assessment and taxation of property as of the occurrence of a change of
ownership or completion of new construction. Previously, statutes enabled the assessment of
such changes only as of the next tax lien date following the change, and thus delayed the
realization of increased property taxes from the new assessments for up to 14 months. As
enacted, Chapter 498 provides increased revenue to redevelopment agencies to the extent that
supplemental assessments as a result of new construction or changes of ownership occur
within the boundaries of redevelopment projects subsequent to the lien date. To the extent
such supplemental assessments occur within the Project Area, Tax Revenues may increase.
Collection of taxes based on supplemental assessments will occur throughout the year.
Taxes due will be pro-rated according to the amount of time remaining in the tax year, with the
exception of tax bills dated the lien date through May 31, which will be calculated on the basis of
the remainder of the current fiscal year and the full twelve months of the next fiscal year.
24
Tax Collection Fees
County auditors are authorized to determine property tax administration costs
proportionately attributable to locaf jurisdictions, including redevelopment agencies, and to
submit invoices to the jurisdictions for such costs. The projections of tax revenues take such
administrative costs into account.
Unitary Praperty Tax
AB 454 (Statutes of 1987, Chapter 921) provides a revised method of reporting and
allocating property tax revenues generated from most State-assessed unitary properties
commencing with Fiscal Year 1988-89. Under AB 454, the State reports to each county auditor-
controller only the county-wide unitary taxable value of each utility, without an indication of the
distribution of the value among tax rate areas. AB 454 provides two formulas for auditor-
controllers to use in order to determine the allocation of unitary property taxes generated by the
county-wide unitary value, which are: (i) for revenue generated from the 1% tax rate, each
jurisdiction is to receive up to 102% of its prior year unitary property tax increment revenue;
however, if county-wide revenues generated from unitary properties are greater than 102% of
prior year revenues, each jurisdiction receives a percentage share of the excess unitary
revenuss equat to the percentage of each jurisdiction's share of secured property taxes; (ii) for
revenue generated from the application of the debt service tax rate to county-wide unitary
taxable value, each jurisdiction is to receive a percentage share of revenue based on the
jurisdiction's annual debt service requirements and the percentage of property taxes received by
each jurisdiction from unitary property taxes.
The provisions of AB 454 apply to all State-assessed property, except railroads and non-
unitary propertiss the valuation of which will continue to be a{located to individuaf tax rate areas.
The provisions of AB 454 do not constitute an elimination or a revision of the method of
assessing utilities by the State Board of Equalization. AB 454 allows, generally, valuation
growth or decline of State-assessed unitary property to be shared by all jurisdictions within a
county.
Business inventory and Replacement Revenue
Prior to 1979, the State reimbursed cities, counties, special districts and redevelopment
agencies that portion of taxes which would have been generated by the exempted portion of
business inventory value (50°/a). In 1979, the California Legislature enacted AB 66 (Statutes of
1979, Chapter 1150), eliminating the assessment and taxation of business inventory property
and providing for replacement revenue for local agencies, except redevelopment agencies. In
1980, the California Legislature enacted AB 1994 (Statutes of 1980, Chapter 610), providing
partial replacement revenue for the loss of business inventory revenues by redevelopment
agencies.
In 1990, the California �egislature amended Section 16112.7 of the California
Government Code (Chapter 449, Statutes of 1990) which precludes redevelopment agencies
from pledging special subvention revenues toward the payment of debt service for bonded
indebtedness incurred after Jufy 31, 1990 (the effective date of the legislation). The 1992-93
State Budget reduced the State's funding for the special subvention. As enacted under AB 222
(Chapter 188, Statutes of 1991), the Budget Act eliminated 1991-92 subvention payments for
most redevelopment projects, including the Project Area. Additionally, the 1992-93 State
Budget implemented further cuts in funding for the State's special subvention to redevelopment
25
agencies. As a result, these revenues are not included in the projections of estimated tax
revenues.
Proposition 87
Under prior State law, if a taxing entity increased its tax rate to obtain revenues to repay
general obligation bonds approved by two-thirds of the voters, the redevelopment agency with a
project area which includes property affected by the tax rate increase would realize a
proportionate increase in tax increment.
Proposition 87, approved by the voters of the State on November 8, 1988, requires that
all revenues produced by a tax rate increase (approved by the voters on or after January 1,
1989) go directly to the taxing entity which increases the tax rate to repay the generat obligation
bonded indebtedness. As a result, redevelopment agencies no longer receive an increase in
tax increment when taxes on property in the project area are increased to repay voter approved
general obligation debt.
Future Initiatives
Article XIIIA, Article XIIIB and Propasition 87 were each adopted as measures that
qualified for the ballot pursuant to California's initiative process. �rom time to time other
initiative measures could be adopted, further affecting revenues of the Agency or the Agency's
ability to expend revenues. The nature and impact of these measures cannot be anticipated by
the Authority or Agency.
THE PROJECT AREA
In connection wifh the issuance of the Bonds, the Agency caused Rosenow Spevacek
Group lnc., Santa Ana, California, to prepare a Fiscal Consultant's Report dated April ,
2006, which sets forth current financial and other information on the Project Area. The
information below and under the caption "SUBORDINATE TAX REVENUES" includes
information contained in the Fiscal Consultant's Report. The Fisca! Consultant's Report is
included herein as APPENDIX A.
Establishment of the Project Area
On July 7, 1987, the Planning Commission approved the preliminary plan for the
redevelopment of Project Area No. 2. The Agency's report to the City Council requesting the
proposed redevelopment plan indicated that the area had been selected because of the
existence of fots of inadequate size for proper usefulness and development; inadequate traffic
circu{ation; numerous obsofete and dilapidated residential structures subject to mixed character
and shifting of land uses; above ground voltage transmission lines which are not on{y unsightly,
but because of high winds in the area, a threat to public safety.
Following Agency meetings and hearings on the Redevelopment Plan, a joint public
hearing was held with the City Council on July 9, 1987. On July 15, 1987, the Redevelopment
Plan (the "Redevelopment Plan") for Project Area No. 2 was adopted by the City of Palm
Desert pursuant to the adoption of Ordinance No. 509 ("Project Area No. 2"). The
Redevelopment Plan was adopted in order to eliminate conditions of blight existing in Project
Area No. 2 and to prevent their recurrence by unde�taking appropriate redevelopment projects
pursuant to the Redevelopment Law.
26
The primary objectives of the Redevelopment Plan include the improvement of traffic
circulation; the undergrounding of utilities and the elimination of drainage deficiencies; the
elimination of irregularly shaped and inadequate sized parcels of land and the rehabilitation or
removal of substandard buildings. The Redevelopment Plan also provides for the expansion of
recreational facilities and open space and other public improvements.
Adopted on July 15, 1987, the Project Area encompasses approximately 2,927 acres
(6,195 parcels) of residential, hotel/resort, office and undeveloped uses. The Project Area is
generally bounded by the Palm Desert city limits and Interstate 10 to the north, portions of the
City limits to the east, Country Club Drive and Hovely Lane to the south and Portola and
Monterey Avenues to the west. There are three other project areas of the Agency.
The table below shows land use by assessed value for the parcels in the Project Area.
The majority of land in the Project Area is used for residential purposes.
PALM DESERT REDEVELOPMENT AGENCY
Project Area No. 2
Summary of Land Use in 2005-06
Land
Use
Commercial
Institutional
ProfessionallOffice
Recreational
Residential
VacantLand
Unknown
Tota I
N o.
of Parcels
17
1
10
17
1,695
490
15
2,245
Secured
Value
$253,735,686
2,992,024
16,135,679
38,187,084
536,001,080
119,221,517
279,353
$966,552,423
% of Total
Assessed Value
26.3 %
0.3
1.7
4.0
55.5
12.3
0.0
100.0 %
SourCe: Rosenow Spevacek Group Inc.; derived from Metroscan TRW Database based on County of Riverside
Assessor information, does not include possessory interest.
Limitations and Requirements of the Redevelopment Plan
The Redevelopment Plan limits the amount of tax revenues which can be divided and
alfocated to the Agency from Project Area No. 2 pursuant to the Redevelopment Law to a
maximum of $800,000,000 (in 1987 dollars), and limits the amount of bonded indebtedness (to
be repaid in whole or in part from such allocation of taxes) which can be outstanding at one time
to $150,000,000 (in 1987 dollars). Each of the foregoing maximum amounts is expressed in
1987 dollars and adjusted annually thereafter in accordance with changes in the Consumer
Price Index for the nearest area to Project Area No. 2, as maintained by the Bureau of Labor
Statistics, United States Department of Labor. The total gross tax increment revenue collected
in Project Area No. 2 through 2004-05 is $109,686,684. 7he cap limitation, when adjusted by
the CPI is $1.36 billion for fiscal year 2005-06. Based upon the growth projections utilized in tVie
Fiscal ConsultanYs Repork, Project Area No. 2 will not reach its limit through the end of its term
to collect tax increment (fiscal year 2037-38).
Pursuant to City Ordinance No. 766, adopted December 8, 1994, the Redevelopment
Plan also establishes the following limitations:
1. time limit to issue or incur debt has been eliminated by the adoption of Ordinance
1036 on February 27, 2003;
27
2. the term of the effectiveness of the Redevelopment Plan of July 15, 2028; and
3. the time limit to receive tax increment generated from the Project Area at ten (10)
years beyond the effectiveness date of the Redevelopment Plan, which is July 15, 2037, except
that the Agency may continue to receive such necessary tax increment to pay indebtedness or
other obligations issued or incurred prior to January 1, 1994 and for the financing af required
housing attributable to housing set-aside funds.
S6211
SB 211 (Statutes of 2001 Chapter 741) amended the Redevelopment Law by providing
cities and redevelopment agencies with an alternative method of determining certain limitations
of their redevelopment plans. First, a city may eliminate the time limit to establish indebtedness
in project areas adopted prior to January 1, 1994 by ordinance. If a redevelopment plan is so
amended, existing tax sharing agreements will continue and certain statutory tax sharing for
entities without tax sharing agreements will commence in the year the former limitation would
have taken effect. Second, an agency may extend the time limit for plan effectiveness and
repayment of debt for up to ten years if it can make certain specified findings. Project areas that
have been adopted after January 1, 1994 may oniy extend the iimitation on incurring new debt
by making specific findings. On February 27, 2003 the City adopted Ordinance No. 1036,
amending the Redevelopment Plan to adopt the plan limitations permitted under SB 211. The
ordinance is subject to a 30-day referendum period, after which it will become law. If it becomes
law, the ordinance is expected to result in a slight reduction in Tax Revenues beginning in 2008.
For further information on the impact that SB 211 would have on the tax increment receipts of
the Project Area, see "APPENDIX A— Fiscal Consultant's Report."
SUBC?RDINATE TAX REVENUES
Tax Revenues (as described in the section "SECURITY FOR THE BONDS" herein)
derived each year from the levy and collection of taxes on any increase in the taxable valuation
of land, improvements, personal property and public utility property in the Project Area, over and
above the base year valuation for such property are to be deposited in the Special Fund,
administered by the Agency and applied to the payment of the principal of and interest on the
Loan.
On May 15, 1991, the Riverside County Superior Court entered a final judgment
incorporating a Stipulation for Entry of Judgment (the "Stipulation") among the Agency, the
Western Center on Law and Poverty, Inc. and California Rural Legal Assistance in connection
with litigation filed over the adoption of the Redevefopment Plan for Project Area No. 2(City of
Palm Springs v. All Persons lnterested, etc., Case No. Indio 51143). On June 18, 1997 and
again on September 20, 2002, the Court entered amendments to its 1991 judgment,
incorporating Stipulations Amending Stipulation for Entry of Judgment. Under the terms of the
Stipulation, as amended, the Agency has generally agreed to use its 20 percent set aside funds,
and other tax increment revenues, if necessary, to develop, rehabilitate, or otherwise financially
assist a certain number of affordable housing units and to meet certain housing needs of the
City. See "SUBORDINATE TAX REVENUES - Housing Set-Aside Requirements." The
Stipulation, as amended, provides that future indebtedness incurred by the Agency will be
payable on a basis which is prior to the obligations imposed by the Stipulation, as amended, if
the Agency makes a finding by resolution, based upon a report, that the Agency will have
suffiicient revenues to meet that indebtedness as welt as its obligations under the Stipulation, as
amended. Under the terms of the Stipulation, as amended, notwithstanding its other terms, the
28
Agency may incur indebtedness and pledge tax increment revenues to refinance its obligations,
so long as (i) the total amount of debt service payable in connection with such refinancing is
less than the total amount of debt service remaining to be paid on the refunded obligations, or
(ii) the total amount of debt service payable in connection with such refinancing reflects a
present value savings when compared with the total amount of debt service remaining to be
paid on the refunded obligations.
Schedule of Historical Tax Revenues
The following tables provide a schedule of the historical tax increment revenues
attributable to the Project Area for the fiscal years shown. For further information regarding the
historical tax increment revenues for the Project Area see "APPENDIX A— Fiscal Consultant's
Report."
Secured Valuation
Unsecured Valuation
Total Valuation
Incremental Valuation
Total Estimated Revenue"�
PALM DESERT REDEVELOPMENT AGENCY
Project Area No. 2
Historical Tax Increment Revenues
Fiscal Years 2001-02 through 2005-06
2001-02 2002-03 2003-04 200405 2005-06
$948,228023 $1,134,005,914 $1,257974,957 $1,347,408,182 $1,451,555,514
11.464.203 10.426.145 15.969.361 17.745.052 16.317.319
959,692,226 1,144,432,059 1,273,944,318 1,365,153,234 1,467,872,833
857,534,779 1,042,274,612 1,171,786,871 1,262,995,787 1,365,715,386
8,459,376 10,289,020 11,574,903 12,486,136 $13,510,987
Actual Receipts $8,717,272 $10,681,120 $12,387,750 $13,490,609 N/A
(1) Before payment of Pass-Through Agreements, Housing Set-Aside; after payment of County administration charge.
Source: Rosenow Spevacek Group Inc.
Current and Planned Development
The Fiscal Consultant's Report identified development currently approved and/or
underway in the Project Area, indicating the use, square footage, projected value, and projected
approximate completion time of the new development. The Fiscal Consultant identified the
planned projects as shown in the following table.
PALM DESERT REDEVELOPMENT AGENCY
Project Area No. 2
Projected New Development
Residential
Commercial
Industrial
Tota I
Source: Rosenow Spevacek Group Inc.
2007-08 2008-09 2009-10
$14,698,200 $35,448,100 $173,606,913
18,312,140 42,593,000 0
6.582,000 3.913.000 0
$39,592,340 $81,954,100 $173,606,913
See APPENDIX A—"FISCAL CONSULTANT'S REPORT — Future Tax Increment
Projections" attached hereto.
29
Projected Taxable Valuation and Tax Revenue
The Agency has retained Rosenow Spevacek Group Inc., Santa Ana, California to
provide projections of tax increment revenues in the Project Area. Projections of tax increment
growth are based upon:
• Proposition 13 inflationary adjustments of 2% annually;
• Valuation increases based on ownership changes;
• Valuation increases caused by new construction.
The Agency believes the assumptions (set forth in APPENDIX A) upon which the
projections are based are reasonable; however, some assumptions may not materialize and
unanticipated events and circumstances may occur (see "RISK FACTORS"). Therefore, the
actual tax increment revenues received during the forecast period may vary from the projections
and the variations may be material. A summary of the projected tax increment revenues for the
Project Area and the debt service coverage on the Parity Debt (the Loan, the Senior 2002 Loan,
and the Senior 2003 Loan) is set forth in the following table. For additional information
regarding projected tax increment revenues see "APPENDIX A— Fiscal ConsultanYs Report. "
PALM DESERT REDEVELOPMENT AGENCY
Project Area No. 2
Projected Tax Increment Revenues And Debt Service Coverage- Series 2006A Bonds
Fiscal Years 2005-06 through 2012-13
Fiscal Year
Ending
June 30
2006
2007
2008
2009
2010
2011
2012
2013
2014
Total Project
Area Net Tax
Increment �'�
$5,596,977
6,269,216
6,539,590
6,916,638
7,598,670
7,730,926
7,876,824
8,126,125
8,266,469
Existing Parity
Debt Service �2�
$2,413,989
2,070,339
2,072,084
2,075,859
2,071,874
2,070,504
2,077,644
2,073,769
2,076,359
Loan Total Parity Coverage
Debt Service Debt Service �3� Ratio
(1) Amounts are net of pass-through agreement payments and low and moderate income housing fund payments.
(2) Combined debt service on the Senior 2002 Loan and the Senior 2003 Loan.
(3) Combined debt service on the Loan, the Senior 2002 Loan and the Senior 2003 Loan.
Sources: Rosenow Spevacek Group Inc., and Citigroup.
30
Top Ten Taxpayers
The following table lists the ten largest property tax payers in the Project Area, based on
combined secured and unsecured assessed valuation. The top ten taxpayers account for
27.31 % of the total property tax roll in the Project Area. For tables showing the top ten
taxpayers based on secured value only and the top ten taxpayers based on unsecured value
only see "APPENDIX A—Fiscal Consultant's Report — Top Ten Taxpayers".
PALM DESERT REDEVELOPMENT AGENCY
Project Area No. 2
Top Ten Taxpayers in Fiscal Year 2005-06
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Owner
Desert Spring Hotel/Marriott
Marriott Ownership Resorts Inc.
Ashford Ruby Palm Desert I
Palm Desert Funding Co
Desert Falls County Club
Sinatra/Cook Project LLC
Resort Ventures
BNY Western Trust
Manor Healthcare Corp
VillasA t Desert Dalls
Tota I
Assessed
Value
$237,366,747
55,540,166
30,267,496
18,403,763
11,934,000
11,102,261
11,042,983
9,086,716
8,672,821
7.519.695
$400,936,648
Percentage
of Total Roll
16.17°/a
3.78
2.06
1.25
0.81
0.76
0.75
0.62
0.59
0.51
Fiscal Year 2005-06 Total Assessed Value: $1,467,872,833.
Source: Rosenow Spevacek Group Inc.
Filing of Statement of Indebtedness
27.31 %
Section 33675 of the Redevelopment Law requires that the Agency file, not later than
the first day of October of each year with the county auditor, a statement of indebtedness
certified by the chief financial officer of the Agency for each redevelopment project for which the
redevelopment plan provides for the division of taxes pursuant to section 33670 of the
Redevelopment Law. The statement of indebtedness is required to contain, among other
things, the date on which the bonds were delivered, the principal amount, term, purpose,
interest rate and total interest of the bonds, the principal amount and the interest due in the
fiscal year in which the statement of indebtedness is filed and the outstanding balance and
amount due on the bonds. Similar information must be given for each loan, advance or
indebtedness that the Agency has incurred or entered into which is payable from tax increment.
Section 33675(g) has been amended by AB 1290 to provide that payments of tax
increment revenues from the county auditor to a redevelopment agency may not exceed the
redevelopment agency's aggregate total outstanding debt service obligations minus the
available revenues of the redevelopment agency, and establishes certain procedures under
which a county auditor may, in certain cases, dispute the amount of indebtedness shown on the
statement of indebtedness. Payments to a trustee under a bond resolution or indenture or
payments to a public agency in connection with payments by such public agency pursuant to a
bond issue may not be disputed in any action under Section 33675.
31
The Agency has determined that the amendments to Section 33675 limiting the payment
of tax revenues to an amount not greater than the difference between a redevelopment
agency's total outstanding debt obligations and total available revenues, as reported on the
redevelopment agency's reconciliation statement, will not have an adverse impact on the
Agency's ability to meet its debt service obligations.
Housing Set-Aside Requirements
In accordance with Section 33334.2 of the Redevelopment Law, not less than twenty
percent (20%) of all taxes which are allocated to the Agency shall be used by the Agency for
purposes of improving, increasing and preserving the City's supply of housing for persons and
families of low or moderate income (including the payment of indebtedness issued or incurred
for such purposes). This requirement is applicable unless the Agency makes the finding that:
1. No need for such housing exists in the City;
2. Less than twenty percent (20%) is sufficient to meet such housing needs of the
City; or
3. A substantial effort is presently being carried out with other funds (either local,
State or federal) and that such efforts are equivalent in impact to twenty percent
(20°/a) of all taxes which are allocated to the Agency.
Both the "no need" finding (item 1 above) and the "less than 20% finding" (item 2 above)
must apply to very low income as well as low and moderate income households, must be
consistent with the housing element of the community's general plan and the annual report of its
planning agency, and do not become effective until after certain filings have been made with the
State Department of Housing and Community Development ("HCD"). Neither finding can be
made unless the housing element is in proper form and up to date and has been filed with HCD.
The "equivalent effort" finding (item 3 above) must apply to the community's share of
regional housing needs as well as its own existing and projected needs. After June 30, 1993,
no agency may make this finding unless it can show evidence that it is required in order to meet
contractual obligations to bondholders or other private entities incurred prior to May 1, 1991 and
made in reliance on the on the ability to make the finding. The Agency has made no such
findings.
Funds available from the twenty percent (20%) requirement may be used outside the
Project Area on a finding by the Agency and the City Council that such use will be of benefit to
the Project Area. The Redevelopment Law also permits agencies with more than one project
area to set aside less than twenty percent (20%) of the taxes allocated to the agency from one
project area if the difference is made up from another project area in the same year and if the
agency and the legislative body of the community find that such use of funds will benefit such
other project area.
�
PALM DESERT FINANCING AUTHORITY
The Authority is a joint powers authority whose members are the City and the Agency.
The Authority is duly organized and existing under a Joint Exercise of Powers Agreement dated
January 26, 1989, by and between the City and the Agency, and under the provisions of
Chapter 5 of Division 7 of Title 1 of the California Government Code. The officers of the City
and the Agency serve as the officers of the Authority. The Authority has no taxing power, and
has no source of revenue other than the Revenues for paying the debt service on the Bonds.
PALM DESERT REDEVELOPMENT AGENCY
Authority and Management
The Agency was established pursuant to the Redevelopment Law. The City Council
adopted Ordinance No. 53 on October 24, 1974, which activated the Agency. The Agency is
governed by a five-member board which consists of all members of the City Council of the City
of Palm Desert. The Mayor who acts as Chairperson of the Agency is appointed by the City
Council. City Council members, their occupations and term expiration dated are as follows:
Board Member Term Expires Occupation
James C. Ferguson, Chairman November, 2006 Attorney at Law
Richard S. Kelly, Vice Chairman November, 2008 Retired Businessman
Jean M. Benson, Commissioner November, 2006 Retired Businesswoman
Buford A. Crites, Commissioner November, 2008 College Professor
Robert A. Spiegel, November, 2008 Retired Businessman
The professional staff of the Agency presently includes the following:
Carlos L. Ortega was appointed City Manager in August 2000. He has also served as
Executive Director of the Agency, a position he has held since 1983. Mr. Ortega has also
served as Assistant City Manager from 1980 until 1995, and Assistant to the City Manager from
1977 to 1980. Prior to 1977, he served as Interim City Manager (one year) and Assistant City
Manager/Finance Director (five years) for the City of Coachella, California. Mr. Ortega received
a Bachelor of Science degree in Economics from University of California, Riverside, and has
completed graduate studies in Public Administration and Management at University of
California, Riverside and the University of Redlands.
Justin McCarthy has served as the Assistant City Manager for Redevelopment since
November, 2001. Mr. McCarthy began his career as an analyst in the City of Long Beach
implementing redevelopment projects in the downtown central business district, the port
industrial area and Long Beach Airport. He served for two years as the Redevelopment
Manager for the San Diego Southeast Economic Development Corporation managing industrial
and commercial projects. For the last thirteen years Mr. McCarthy senred as the Deputy
Executive Director and Community Development Director for the City of Commerce. During his
career he has implemented millions of square feet of public/private projects valued at
approximately $1 billion.
33
Aria Scoff
[to come...]
Homer Croy serves as the Assistant City Manager for Development Services. The
Development Services Division is comprised of three departments: Building and Safety,
Community Development and Public Works. Mr. Croy has been employed by the City since
2000, when he was hired to serve as the Director of Building and Safety. Mr. Croy has been
employed in city government service since 1985, having served in the cities of Pomona, San
Gabriel, and Simi Valley. During his tenure in government service, Mr. Croy has had direct
experience with earthquake disaster recovery, project design and construction, FEMA floodplain
management, and construction management.
Sheila R. Gi!ligan serves as the Assistant City Manager for Community Services, a
position she has held since 2000. She is responsible for the areas of Administration (including
grants and franchise agreements}, Human Resources, City Clerk, Civic Arts, Marketing and
Promotion, Public Information, the Visitor's Information Center, and special events for the City.
Prior to her current position, Ms. Gilligan served as the Director of Community Affairs while also
serving as the City Clerk. Ms. Gilligan served as City Clerk from 1976 to June, 2001. Ms.
Gilligan has been active in the civic affairs for the City, and, is the Past President of Soroptimist
International of Palm Desert and also served on the Board of Directors of the Family Y.M.C.A.,
the Palm Desert Youth Center, the Haymen Center, and is currently President of the Desert
Cancer Foundation.
Pau! S. Gibson serves as Treasurer/Finance Director of the Agency and the City of Palm
Desert, a position he has held since 1988. Prior to tfiis position, Mr. Gibson served for three
years as the Accounting Supervisor for the City. Subsequent to this date, Mr. Gibson spent five
years with Imperial County as the Accountant-Auditor for the Auditor Controller's office. Mr.
Gibson holds a Bachelor of Science degree in Accounting from San Diego State University.
David L. Yrigoyen serves as the Director of Redevelopment with the Agency. Prior to his
current position and beginning in 1985, Mr. Yrigoyen served as the Senior Administrative
Assistant to the Agency and then as Redevelopment Manager. Prior service includes work with
the City of Coachella, California, as the Economic Development Coordinator, a position he held
since 1982. Mr. Yrigoyen received a Bachelor of Arts degree in Political Science from
University of California, Berkeley, and a Master of Arts degree in Management from National
University, San Diego.
Rachelle D. Klassen started with the City's Finance Department in June, 1995. Since
1997 she has worked in the City Clerk's Office; initially as the Records Technician, appointed
Deputy City Clerk in 1998, and City Clerk on July 1, 2002. She received Certified Municipal
Clerk status from the International Institute of Municipal Clerks in October, 2001. As City Clerk,
she also serves as Secretary to the Redevelopment Agency, Housing and Financing
Authorities, with responsibilities of preparing and presenting all agendas and minutes for same,
maintaining all official City/Agency/Authority records, as well as the related duties of City
elections and being available to the public for information on legislative and administrative
actions. Her background includes an Associate in Arts Degree, with honors, from Waldorf
College, Forest City, lowa, with continuing units obtained at College of the Desert since
relocating to the Coachella Valley. For the 12 years before relocating to California, she was
34
administrative assistant to both the president and vice president of the worid's largest
manufacturer of grain drying and handling equipment.
Jose Luis Espinoza, CPA, was promoted to Assistant Finance Director in June 2003,
before which he served as the Finance Operations Manager for the City, a position he held
since 1998. He is responsible for preparing the Agency's and the City's Finance Statements,
federal and state reports, and supervising the day-to-day operations of the Finance Department
staff with the assistance of the Director of Finance. Prior to this position, Mr. Espinoza spent
four years as an auditor focusing on governmental agency audits. Mr. Espinoza received a
Bachelor of Science in Business Administration with an emphasis in Accounting from Humboldt
State University.
Janet M. Moore has been with the Agency for over �fteen years and currently holds the
position of Housing Authority Administrator. She is responsible for compiling the federal and
state reports for the Agency's housing department, and oversees the accounting duties for the
Housing Department. Ms. Moore assists the Director of Housing with the administration of all
housing programs and projects. Ms. Moore received a Bachelor of Arts degree, with honors, in
Business Administration from California State University at San Bernardino.
Agency Powers
The Agency is charged with the responsibility of eliminating blight within its
redevelopment project areas through the process of redevelopment. Generally, this process
culminates when the Agency disposes of land for development by the private sector. Before
this can be accomplished, the Agency must complete the process of acquiring and assembling
the necessary sites, relocating residents and businesses, demolishing the deteriorated
improvements, grading and preparing the sites for purchase by developers and providing for
ancillary offsite improvements.
All powers of the Agency are vested in its five members. The Agency exercises all of
the governmental functions authorized under the Redevelopment Law in carrying out projects
and has sufficient broad authority to acquire, develop, administer and sell or lease property,
including the right of eminent domain and the right to issue bonds, notes and other evidences of
indebtedness and expend their proceeds.
The Agency can clear buildings and other improvements and develop as a building site
any real property owned or acquired, and in connection with such development, cause streets,
highways and sidewalks to be constructed or reconstructed and public utilities to be installed.
Redevelopment in the State of California may be carried out pursuant to the
Redevelopment Law. Section 33020 of the Redevelopment Law defines redevelopment as the
planning, development, replanning, redesign, clearance, reconstruction or rehabilitation, or any
combination of these, of all or part of a survey area and the provision of such residential,
commercial, industrial, public or other structures or spaces as may be appropriate or necessary
in the interest of the general welfare, including recreational and other facilities incidental or
appurtenant to them.
The Agency may, out of the funds available to it for such purposes, pay for all or part of
the cost of land and buildings, facilities, structures or other improvements to be publicly owned,
to the extent that such improvements are of benefit to the relevant project area or the immediate
neighborhood in which the project is located no other reasonable means of financing is available
and the payment of funds will assist in the elimination of one or more blighting conditions inside
35
the project area or provide housing for low and moderate income persons and is consistent with
the implementation plan adopted pursuant to section 33490 of the Redevelopment Law. The
Agency must sell or lease remaining property within a project area for redevelopment by others
in strict conformity with the applicable redevelopment plan, and may specify a period within
which such redevelopment must begin and be completed.
Financial Information
Included in this Official Statement, as APPENDIX C, are the audited financial statements
of the Agency for the Fiscal Year ended June 30, 2005.
Redevelopment Project Areas
The Agency is presently charged with the responsibility of the ongoing administration
and implementation of four redevelopment project areas within the City.
Pass-Through Agreements
The Agency has entered into several agreements to pay tax increment revenues to
certain taxing agencies entitled to receive ad valorem taxes from property located within the
Project Area in an amount which in the Agency's determination is appropriate to alleviate any
financial burden or detriment caused by redevelopment activities within the Project Area. These
agreements normally provide for a pass-through of tax increment revenues directly to the
affected taxing agency, and therefore are commonly referred to as "pass-through agreements"
or "tax-sharing agreements." See "APPENDIX A— Fiscal ConsultanYs ReporY' for a description
of these pass-through agreements.
Regulatory Issues
The Agency is in compliance with the provisions of the California Environmental Quality
Act, constituting Division 13 (commencing with Section 21000) of the California Public
Resources Code with respect to the Project Area.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The arithmetical accuracy of certain computations included in the schedules provided by
the Agency or the Authority relating to (a) computation of forecasted receipts of principal and
interest on amounts deposited with the trustee for the 1995 Bonds and the forecasted payments
of principal and interest to redeem the 1995 Bonds, and (b) computation of the yields on the
Bonds will be examined by Grant Thornton, Minneapolis, Minnesota (the "Verification Agent").
Such computations are based solely upon assumptions and information supplied by the Agency
or the Authority. The Verification Agent has restricted its procedures to examining the
arithmetical accuracy of certain computations and has not made any study or evaluation of the
assumptions and information upon which the computations are based and, accordingly, has not
expressed an opinion on the data used, the reasonableness of the assumptions, or the
achievability of the forecasted outcome.
36
CONCLUDING INFORMATION
Continuing Disclosure
The Agency will undertake all responsibilities for continuing disclosure to Owners of the
Bonds as described below. The Insurer as a provider of municipal bond insurance is not subject
to the continuing disclosure requirements of Securities and Exchange Commission Rule 15c2-
12, and the Agency will not provide any ongoing disclosure with respect to the Insurer.
The Agency will covenant for the benefit of Bondholders to provide certain financial
information and operating data relating to the Agency and the Project Area by not later than six
months after the end of the Fiscal Year to which such information pertains, commencing with
the 2005-06 Fiscal Year (the "Annual Report"), and to provide notices of the occurrence of
certain enumerated events, if material. The Annual Report will be filed with each Nationally
Recognized Municipal Securities Information Repository and with any then existing State
Repository (collectively, the "Repositories"). Currently, there is no State Repository. The
notices of material events will be filed with the Municipal Securities Rulemaking Board. The
specific nature of the information to be contained in the Annual Report or the notices of material
events is described in "APPENDIX G- FORM OF CONTINUING DISCLOSURE AGREEMENT"
attached hereto. These covenants will be made in order to assist the Underwriter in complying
with Securities and Exchange Commission Rule 15c2-12(b)(5). The Agency has not failed to
comply in any material respect with any of its other continuing disclosure undertakings under
Rule 15c2-12(b)(5).
Underwriting
The Underwriter expects to purchase the Bonds at a purchase price of
$ , representing the principal amount of the Bonds, less an Underwriter's
discount of $ , plus an initial issue premium of $ . The
Underwriter intends to offer the Bonds to the public initially at the prices set forth on the inside
front cover page of this Official Statement, which prices may subsequently change without any
requirement of prior notice.
The Underwriter reserves the right to join with dealers and other underwriters in offering
the Bonds to the public. The Underwriter may offer and sell the Bonds to certain dealers
(including dealers depositing Bonds into investment trusts) at prices Iower than the public
offering prices, and such dealers may reallow any such discounts on sales to other dealers.
Legal Opinion
The Bond Counsel firm of Richards, Watson & Gershon, A Professional Corporation, Los
Angeles, California, will render its final approving legal opinion with respect to the Bonds
substantially in the form set forth in APPENDIX B hereto. The legal opinion is only as to legality
of the Bonds and is not intended to be nor is it to be interpreted or relied upon as a disclosure
document or an express or implied recommendation as to the investment quality of the Bonds.
37
Tax-Exempt Status of the Bonds
The Internal Revenue Code of 1986, as amended (the "Code"), imposes certain
requirements that must be met subsequent to the issuance and delivery of the Bonds for
interest thereon to be and remain excluded pursuant to section 103(a) of the Code from the
gross income of the owners thereof for federal income tax purposes. Noncompliance with such
requirements could cause the interest on the Bonds to be included in the gross income of the
owners thereof for federal income tax purposes retroactive to the date of issuance of the Bonds.
The Authority and the City have covenanted to maintain the exclusion of the interest on the
Bonds from the gross income of the owners thereof for federal income tax purposes.
In the opinion of Richards, Watson & Gershon, A Professional Corporation, Bond
Counsel, under existing law, interest on the Bonds is exempt from personal income taxes of the
State of California and, assuming compliance with the aforementioned covenant, interest on the
Bonds is excluded pursuant to section 103(a) of the Code from the gross income of the owners
thereof for federal income tax purposes. Bond Counsel is also of the opinion that, assuming
compliance with the aforementioned covenant, the Bonds are not "specified private activity
bonds" within the meaning of section 57(a)(5) of the Code and, therefore, the interest on the
Bonds will not be treated as an item of tax preference for purposes of computing the alternative
minimum tax imposed by section 55 of the Code. The receipt or accrual of interest on the
Bonds owned by a corporation may affect the computation of its alternative minimum taxable
income, upon which the alternative minimum tax is imposed, to the extent that such interest is
taken into account in determining the adjusted current earnings of that corporation (75 percent
of the excess, if any, of such adjusted current earnings over the alternative minimum taxable
income being an adjustment to alternative minimum taxable income (determined without regard
to such adjustment or to the alternative tax net operating loss deduction)).
Bond Counsel has not undertaken to advise in the future whether any events after the
date of issuance of the Bonds may affect the tax status of interest on the Bonds or the tax
consequences of the ownership of the Bonds. No assurance can be given that future
legislation, or amendments to the Code, if enacted into law, will not contain provisions that could
directly or indirectly reduce the benefit of the exemption of interest on the Bonds from personal
income taxation by the State of California or of the exclusion of the interest on the Bonds from
the gross income of the owners thereof for federal income tax purposes. Furthermore, Bond
Counsel expresses no opinion as to any federal, state or local tax law consequences with
respect to the Bonds, or the interest thereon, if any action is taken with respect to the Bonds or
the proceeds thereof predicated or permitted upon the advice or approval of counsel other than
Bond Counsel.
Although Bond Counsel is of the opinion that interest on the Bonds is exempt from state
personal income tax and excluded from the gross income of the owners thereof for federal
income tax purposes, an owner's federal, state or local tax liability may be otherwise affected by
the ownership or disposition of the Bonds. The nature and extent of these other tax
consequences will depend upon the owner's other items of income or deduction. Without
limiting the generality of the foregoing, prospective purchasers of the Bonds should be aware
that (i} section 265 of the Code denies a deduction for interest on indebtedness incurred or
continued to purchase or carry the Bonds or, in the case of a financial institution, that portion of
an owner's interest expense allocated to interest on the Bonds, (ii) with respect to insurance
companies subject to the tax imposed by section 831 of the Code, section 832(b)(5)(B)(i)
reduces the deduction for loss reserves by 15 percent of the sum of certain items, including
interest on the Bonds, (iii) interest on the Bonds earned by certain foreign corporations doing
business in the United States could be subject to a branch profits tax imposed by section 884 of
�
the Code, (iv) passive investment income, including interest on the Bonds, may be subject to
federal income taxation under section 1375 of the Code for Subchapter S corporations that have
Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the
gross receipts of such Subchapter S corporation is passive investment income, (v) section 86 of
the Code requires recipients of certain Social Security and certain Railroad Retirement benefits
to take into account, in determining the taxability of such benefits, receipts or accruals of interest
on the Bonds and (vi) under section 32(i) of the Code, receipt of investment income, including
interest on the Bonds, may disqualify the recipient thereof from obtaining the earned income
credit. Bond Counsel has expressed no opinion regarding any such other tax consequences.
No Litigation
There is no action, suit or proceeding known to the Authority to be pending or
threatened, restraining or enjoining the execution or delivery of the Bonds or the Indenture or in
any way contesting or affecting the validity of the foregoing or any proceedings of the Authority
taken with respect to any of the foregoing.
Ratings
The Bonds are rated " " by Standard & Poor's Ratings Group and " "
by Fitch Ratings. The ratings reflect the coverage of payment when due of principal of and
interest on the Bonds by a municipal bond insurance policy to be issued by the Insurer
simultaneously with the issuance of the Bonds. The ratings reflect only the views of the rating
organizations, and explanations of the significance of the ratings may be obtained from Fitch
Ratings, One State Street Plaza, New York, New York 10004 and Standard & Poor's Ratings
Group, 55 Water Street, New York, New York, 10041. There is no assurance that the ratings
will continue for any given period of time or that they will not be revised downward or withdrawn
entirely by the rating agencies, if in the judgment of the rating agencies circumstances so
warrant. Any such downward revision or withdrawal of the ratings may have an adverse effect
on the market price of the Bonds.
Miscellaneous
All of the preceding summaries of the Loan Agreement, the Indenture, the Bond Law, the
Redevelopment Law, other applicable legislation, the Redevelopment Plan for the Project Area,
agreements and other documents are made subject to the provisions of such documents
respectively and do not purport to be complete statements of any or all of such provisions.
Reference is hereby made to such documents on file with the Authority for further information in
connection therewith.
This Official Statement does not constitute a contract with the purchasers of the Bonds.
Any statements made in this Official Statement involving matters of opinion or estimates,
whether or not expressly stated, are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized.
39
The execution and delivery of this Official Statement by the Chief Administrative Officer
of the Authority have been duly authorized by the Authority.
PALM DESERT FINANCING AUTHORITY
Chief Administrative Officer
40
APPENDIX A
FISCA� CONSULTANT'S REPORT
A-1
APPENDIX B
FORM OF OPINION OF BOND COUNSEL
[Closing Date]
Palm Desert Financing Authority
73-519 Fred Waring Drive
Palm Desert, California 92260
Opinion of Bond Counsel
with reference to
$ �
Palm Desert Financing Authority
Subordinate Tax Allocation Refunding Revenue Bonds
(Project Area No. 2)
2006 Series A
Ladies and Gentlemen:
We have examined (i) a record of proceedings relating to the issuance of the above-
captioned bonds (the "Bonds") of the Palm Desert Financing Authority, a public entity of the
State of California (the "Authority"); (ii) the Indenture of Trust, dated as of May 1, 2006 (the
"Indenture"), by and between the Authority and Wells Fargo Bank, National Association, as
trustee (the "Trustee"); (iii) the Project Area No. 2, Loan Agreement, dated as of May 1, 2006
(the "Loan AgreemenY'), by and among the Authority, the Palm Desert Redevelopment Agency
(the "Agency") and the Trustee; and (iv) such other matters of law as we have deemed
necessary to enable us to render the opinions expressed herein. As to questions of fact
material to this opinion, we have relied upon such certificates and documents without
undertaking to verify the same by independent investigation.
The Bonds are issued under and pursuant to the Indenture and the provisions relating to
the joint exercise of powers found in Chapter 5 of Division 7 of Title 1 of the Government Code
of California, as amended (the "Act"), including the provisions of the Marks-Roos Local Bond
Pooling Act of 1985, constituting Article 4 of the Act. The Bonds are issued for the purpose of
making a Loan to the Agency to finance certain public capital improvements for the benefit of
the Project Area.
Capitalized terms used herein which are not defined herein shall have the meanings
given such terms in the Indenture.
We are of the opinion that:
The Authority is duly created and validly existing under the provisions of the Act.
2. The Authority has the right and power to enter into and carry out its obligations
under the Loan Agreement and has duly authorized, executed and delivered the Loan
B-1
Agreement, which (assuming due authorization, execution and delivery by the Trustee)
constitutes a valid and binding agreement of the Authority enforceable in accordance with its
terms.
3. The Authority has the right and power to enter into the Indenture, and the
Indenture has been duly and lawfully authorized, executed and delivered by the Authority, and
(assuming due authorization, execution and delivery by the Trustee) is in full force and effect in
accordance with its terms and is valid and binding upon the Authority and enforceable in
accordance with its terms, and no other authorization for the Indenture is required. The
Indenture creates the valid pledge which it purports to create of (i) the Revenues (as defined in
the Indenture) and (ii) certain funds established by the Indenture, including the investments, if
any, thereof; subject only to the provisions of the Indenture permitting the application thereof for
the purposes and on the terms and conditions set forth in the Indenture.
4. The Authority is duly authorized and entitled to issue the Bonds, and the Bonds
have been duly and validly authorized and issued by the Authority in accordance with the
Constitution and statutes of the State of California, including the Act, and in accordance with the
Indenture. The Bonds constitute the valid and binding obligations of the Authority as provided in
the Indenture, are enforceable in accordance with their terms and the terms of the Indenture
and are entitled to the benefits of the Act and the Indenture. The Bonds are not an obligation of
the State of California, any public agency thereof (other than the Authority), or any member of
the Authority and neither the faith and credit nor the taxing power of the State of California or
any public agency thereof or any member of the Authority is pledged for the payment of the
Bonds. The Authority has no taxing power.
5. The Agency has the right and power to enter into and carry out its obligations
under the Loan Agreement and has duly authorized, executed and delivered the Loan
Agreement, which (assuming due authorization, execution and delivery by the Trustee)
constitutes a valid and binding agreement of the Agency enforceable in accordance with its
terms. The Loan Agreement creates the valid pledge which it purports to create of the Tax
Revenues (as defined in the Loan Agreement) and the Reserve Fund, subject only to the
provisions of the Loan Agreement permitting the application thereof for the purposes and on the
terms and conditions set forth in the Loan Agreement.
6. Interest on the Bonds is exempt from personal income taxes of the State of
California and, assuming compliance with the covenant described below, is excluded from gross
income for Federal income tax purposes. The Bonds are not "specified private activity bonds"
within the meaning of Section 57(a)(5) of the Internal Revenue Code of 1986, as amended (the
"Code") and, therefore, the interest on the Bonds will not be treated as a preference item for
purposes of computing the alternative minimum tax imposed by Section 55 of the Code.
However, we note a portion of the interest on Bonds owned by corporations may be subject to
the Federal alternative minimum tax, which is based in part on adjusted current earnings.
The Code sets forth certain requirements which must be met subsequent to the issuance
and delivery of the Bonds for interest thereon to be and remain excluded from gross income for
Federal income tax purposes. Noncompliance with such requirements could cause the interest
on the Bonds to be included in gross income retroactive to the date of issue of the Bonds. The
Authority has covenanted in the Indenture to satisfy, or take such actions as may be necessary
to cause to be satisfied, each provision of the Code necessary to maintain the exclusion of the
interest on the Bonds from gross income for Federal income tax purposes pursuant to
Section 103(a) of the Code.
B-2
Certain requirements and procedures contained or referred to in the Indenture and other
relevant documents may be changed and certain actions may be taken, under the
circurnstances and subject to the terms and conditions set forth in such documents, upon the
advice or with the approving opinion of nationally recognized bond counsel. We express no
opinion as to any Bond, or the interest thereon, if any change occurs or action is taken upon the
advice or approval of other bond counsel.
Except as stated in the foregoing paragraph numbered 6 and the paragraph immediately
following paragraph 6, we express no opinion as to any Federal or state tax consequences of
the ownership or disposition of the Bonds.
The opinions expressed in the paragraphs numbered 2, 3, 4 and 5 hereof are qualified to
the extent that the enforceability of the Loan Agreement, the Indenture and the Bonds may be
limited by any applicable bankruptcy, insolvency, debt adjustment, moratorium, reorganization
or other similar laws affecting creditors' rights generally or as to the availability of any particular
remedy.
Respectfully submitted,
B-3
APPENDIX C
AGENCY AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED JUNE 30, 2005
C-1
APPENDIX D
CITY OF PALM DESERT GENERAL INFORMATION
The following information concerning the City of Palm Desert, the County of Riverside
and surrounding areas is included only for the purpose of supplying general information
regarding the community. The Bond and the Loan are nof an obligation of the City.
The following information concerning the City and surrounding areas are included only
for the purpose of supplying general information regarding the community. The Local
Dbligations and the Bonds are not a debt of the City, the State, or any of its political
subdivisions and neither said City, said State, nor any of its political subdivisions is liable
therefor. See the section herein entitled "SECURITY FOR THE BONDS AND SOURCES OF
PAYMENT THEREFOR."
General Description and Background
The City of Palm Desert (the "City") is located in the Coachella Valley and is
approximately midway between the cities of Indio and Palm Springs, 117 miles east of Los
Angeles, 118 miles northeast of San Diego and 515 miles southeast of San Francisco. The City
was incorporated on November 26, 1973, as a general law city. In 1997 the City became a
charter city.
Elevation of the City is 243 feet and the mean temperature is 73.1 degrees. Except for
the summers, the weather is mild and annual average rainfall is 3.38 inches. According to State
Department of Finance estimates, the City population as of January 1, 2005 was 49,280. The
City covers an area of 24.75 square miles.
Population
The following sets forth the City, the County and the State population estimates as of
January 1 for the years 2001 to 2005:
CITY OF PALM DESERT, RIVERSIDE COUNTY AND STATE OF CALIFORNIA
Estimated Population
Year
(January 1)
2001
2002
2003
2004
2005
City of
Palm Desert
42,099
43,129
44,490
45,610
49,280
Riverside
Coun
1,590,473
1,654,220
1,726,754
1,807,858
1,877,000
State of
California
34,441,561
35,088,671
35,691,442
36,271,091
36,810,358
Source: State of Califomia Department of Finance, Demographic Research Unrt.
Commerce
Total taxable sales reported during calendar year 2004 in the City were reported to be
$1,433,296,000, a 10.5% increase over the total taxable sales of $1,296,730,000 reported
during the first quarter calendar year 2003. The number of establishments selling merchandise
E-1
subject to sales tax and the valuation of taxable transactions in the City is presented in the
following table.
CITY OF PALM DESERT
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Dollars in thousands)
Retail Stores Total All Outlets
% %
Number Taxable Change Number Taxable Change
of Permits Transactions of Permits Transactions
2000 1,376 $1,020,025 -- 2,627 $1,217,986 --
2001 1,529 1,015,932 -0.4% 2,833 1,211,069 -0.6%
2002 1,532 1,019,327 0.3% 2,979 1,209,385 -0.1%
2003 1,538 1,103,689 8.3% 3,146 1,296,730 7.2%
2004 1,684 1,228,411 11.3% 3,254 1,433,296 10.5%
Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax).
The number of establishments selling merchandise subject to sales tax and the valuation
of taxable transactions within the County is presented in the following table.
COUNTY OF RIVERSIDE
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Dollars in thousands)
Retail Stores Total All Outlets
°/a %
Number Taxable Change Number Taxable Change
of Permits Transactions of Permits Transactions
2000 16,309 $12,190,474 -- 36,117 $16,979,449 --
2001 17,403 13,173,281 8.1% 38,011 18,231,555 7.4%
2002 17,646 14,250,733 8.2% 38,767 19,498,994 7.0%
2003 18,300 16,030,952 12.5% 40,833 21,709,135 11.3%
2004 20,642 18,715,949 16.7% 42,826 25,237,148 16.3%
Source: California State Board of Equalization, Taxabfe Sa/es in Califomia (Sales & Use Tax).
E-2
Employment and Industry
The City is inciuded in the Riverside-San Bernardino labor market area. The
unemployment rate in Riverside County was 4.7 percent in February 2006, up from a revised
4.5 percent in January 2006, and below the year-ago estimate of 5.5 percent. This compares
with an unadjusted unemployment rate of 5.4 percent for California during the same period.
The following table shows the average annual estimated numbers of wage and salary
workers by industry. Does not include proprietors, the self-employed, unpaid volunteers or
family workers, domestic workers in households, and persons in labor management disputes.
RIVERSIDE-SAN BERNARDINO METROPOLITAN STATISTICAL AREA
(RIVERSIDE COUNTY)
Civilian Labor Force, Employment and Unemployment
(Annual Averages)
Civilian Labor Force �'�
Employment
Unemployment
Unemployment Rate
Waqe and Salary Emolovment: �2�
Agriculture
Natural Resources and Mining
Constructian
Manufacturing
Wholesale Trade
Retail Trade
Transportation, Warehousing and Utilities
Information
Finance and Insurance
Real Estate and Rental and Leasing
Professional and Business Services
Educational and Health Services
Leisure and Hospitality
Other Services
Federal Government
State Government
Local Government
Total All Industries
(1)
i2)
household domestic workers, and workers on strike.
Source: Stafe of California Employment Development Deparfinent.
2001
1,562,300
1,484,100
78,200
5.0%
20,900
1,200
88,400
118,600
41,600
132,200
45,600
14,600
22,900
15,300
101,700
106,000
104,400
37,100
16,900
25,800
157,600
1,050,700
2002
1,639,700
1,543,400
96,300
5.9%
20,300
1,200
90,900
115,400
41,900
137,500
46,800
14,100
23,500
15,900
106,800
112,400
107,200
38,100
16,900
26,600
169,300
2003
1,688,300
1,588,700
99,600
5.9%
20,300
1,200
99,000
116,100
43,500
142,700
50,100
13,900
25,700
16,900
115,400
115,800
109,000
38,400
17,000
26,600
167,900
1,084,800 1,119,400
2004
1,650,500
1,556,100
94,400
5.7%
18,700
1,200
111,800
120,100
45,600
153,800
55,500
14,000
28,000
17,700
125,500
118,400
116,700
39,300
17,300
26,500
168,700
1,178,700
2005
1,714,000
1,627,700
86,300
5.0%
18,200
1,300
122,200
120,200
49,200
165, 000
59, 700
14,400
29,900
18,700
132,500
120,000
122,400
41,200
18,600
27,000
174,800
1,235,400
Labor force data is by place of residence; includes self-employed individuals, unpaid family workers,
household domestic workers, and workers on strike.
Industry employment is by place of work; excludes self-employed individuals, unpaid family workers,
E-3
Major Employers
The following table lists the largest employers within the County, listed alphabetically:
COUNTY OF RIVERSIDE
Major Employers
(As of January 2006)
Employer Name
C A State Transportation
Casino Morongo
Chase Manhattan Mortgage Corp
Crossroads Truck Dismantling
Desert Regional Medical Ctr
Eisenhower Medical Ctr
Guidant Corp
Jw Marriott Desert Springs Rst
La Quinta Resort & Club
Labtechniques
Mountain & Dunes Golf Courses
Oasis Distributing
Parkview Community Hospital
Pechanga Resort & Casino
Riverside Community College
Riverside Community Hospital
Riverside County Regional Med
Signatures
Spa Resort Casino
Starcrest
Starcrest Products Of Ca
Sun World Intl Inc
University Of California
Valley Health System
Watson Pharmaceuticals Inc
Location
Lake Elsinore
Cabazon
Moreno Valley
Mira Loma
Palm Springs
Rancho Mirage
Temecula
Palm Desert
La Quinta
Rancho Mirage
La Quinta
Thermal
Riverside
Temecula
Riverside
Riverside
Moreno Valley
Perris
Palm Springs
Perris
Perris
Coachella
Riverside
Hemet
Corona
Industry
Government Offices-State
Tourist Attractions
Real Estate Loans
Automobile Dismantling/Recycling (Whol)
Hospitals
Clinics
Physicians & Surgeons Equip & Supls-Mfrs
Hotels & Motels
Hotels & Motels
Laborato ries-Med ica I
Golf Courses-Private
Fruits & Vegetables-Growers & Shippers
Hospitals
Casinos
Schools-Universities & Colleges Academic
Hospitals
Hospitals
Mail Order & Catalog Shopping
Casinos
Mail Order & Catalog Shopping
Mail Order & Catalog Shopping
Fruits & Vegetables-Growers & Shippers
Schools-Universities & Colleges Academic
Hospitals
Drug Millers
Source: California Employment Development Department, extracted from The America's Labor Market Information
System (ALMIS) Employer Database.
Construction Activity
The following is a five year summary of the valuation of building permits issued in the
City and the County.
E-4
City of Palm Desert
Building Permit Valuation
(Valuation in Thousands of Dollars)
Permit Valuation
New Single-family
New Multi-family
Res. Alterations/Additions
Total Residential
New Commercial
New Industrial
New Other
Com. Alterations/Additions
Total Nonresidential
New Dwellina Units
Single Family
Multiple Family
TOTAL
2000
$136,189.3
14,548.3
7,684.4
158,422.0
19,855.9
7,561.9
316.0
10.686.2
38,419.9
417
116
533
2001
$82,145.0
28,885.0
9.043.2
120,073.2
11,177.0
5,438.4
1,264.2
18.439.4
36,319.0
255
411
666
2002
$60,526.9
27,001.6
12.957.5
100,486.0
14,707.5
3,012.0
1,160.0
22,534.2
41,413.7
221
310
531
Source: Construction Industry Research Board, Building Permit Summary
COUNTY of Riverside
Building Permit Valuation
(Valuation in Thousands of Dollars)
Permit Valuation
New Single-family
New Multi-family
Res. Alterations/Additions
Total Residential
New Commercial
New Industrial
New Other
Com. Alterations/Additions
Total Nonresidential
New Dwellinq Units
Single Family
Multiple Family
TOTAL
2000
$2,519,841.4
125,296.2
67,303.7
2,712,441.4
393,509.9
98,621.8
119,978.4
157.802.1
769,912.2
13,630
1,780
15,410
2001
$3,051,190.4
174,628.0
70.849.7
3,296,668.2
287,068.6
74,766.3
152,854.0
143.351.7
658,040.6
16,556
2,458
19,014
2002
$3,670,371.4
165,413.0
87,842.9
3,923,627.4
297,963.6
80,881.6
187,510.6
174,785.7
741,141.5
20,591
2,073
22,664
Source: Construction Industry Research Board, Building Permit Summary
Effective Buying Income
2003
$65,066.1
11,992.5
9, 328.9
86, 387.6
7,272.6
712.6
1,249.8
10.888.0
20,123.0
237
101
338
2003
$4,665,675.7
406,483.0
106.855.8
5,179,014.5
360,707.4
112,706.6
261,793.6
173,165.5
908,373.1
25,137
5.224
30,361
2004
$81,436.8
11,198.0
11.103.3
103,738.2
19,863.5
3,005.1
7,896.1
12,347.4
43,112.1
325
111
436
2004
$5,997,513.2
404,615.9
135.176.6
6,537,305.6
580,057.8
203,311.9
334,001.0
222.495.5
1,339,866.1
29,478
4,748
34,226
"Effective Buying Income" is defined as personal income less personal tax and nontax
payments, a number often referred to as "disposable" or "after-tax" income. Personal income is
the aggregate of wages and salaries, other labor-related income (such as employer
contributions to private pension funds), proprietor's income, rental income (which includes
imputed rental income of owner-occupants of non-farm dwellings), dividends paid by
corporations, interest income from all sources, and transfer payments (such as pensions and
welfare assistance). Deducted from this total are personal taxes (federal, state and local),
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nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance.
According to U.S. government definitions, the resultant figure is commonly known as
"disposable personal income."
CITY OF PALM DESERT; COUNTY OF RIVERSIDE
Effective Buying Income
2000 through 2004
Year Area
Total Effective
Buying Income
(000's Omitted)
Median Household
Effective Buying
Income
2000 City of Palm Desert
Riverside County
California
United States
2001 City of Palm Desert
Riverside County
California
United States
2002 City of Palm Desert
Riverside County
California
United States
2003 City of Palm Desert
Riverside County
California
United States
2004 City of Palm Desert
Riverside County
California
United States
$ 1,109,327
25,144,120
652,190,282
5,230,824,904
$ 1,008,568
23,617,301
650,521,407
5,303,481,498
$ 1,184,128
25,180,040
647,879,427
5,340,682,818
$ 1,238,323
27,623,743
674,721,020
5,466,880,008
$ 1,295,785
29,468,208
705,108,410
5,692,909,567
$46,046
39,293
44,464
39,129
$37,975
37,480
43,532
38,365
$42,299
38,691
42,484
38,035
$41,699
39,321
42,924
38,201
$42,769
40,275
43,915
39,324
Source: Sa/es & Marketing Management Survey of Buying Power
Utilities Services
Water is supplied to the City by the Coachella Valley Water District. Sewage treatment
and disposal is provided by the Coachella Valley Water District. Southern California Gas
Company supplies natural gas to the City and electric power is provided by the Southern
California Edison Company. Telephone service is available through Verizon. Cable television
services are provided by Time Warner.
Transportation
Inter-City transportation is provided by Greyhound Bus which provides service from its
connection points in the City to its lines located outside of the City in addition to the community
owned and operated Sunline Bus System which provides service throughout the entire
Coachella Valley. IntraCity transportation is provided by Tel-a-Ride and local taxi firms. The
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City's central highways are California Highway 111 and 74 which connect to US Interstate 10
and to California Highway 63 and 86.
A full service airport is located in Palm Springs, twelve miles northwest of the City, with
approximately seven carriers providing service. The airport has an 8,500-foot runway and
general aviation facilities. There is also a private airport in Bermuda Dunes, eight miles
northeast of the City. In addition, shipping is provided by numerous truck carriers which have
overnight service to Los Angeles, San Francisco, San Diego and Phoenix. Rail transportation is
provided by the Southern Pacific Railroad located in Indio, 10 miles east of the City, and by
Amtrak, which has two stations located in the Coachella Valley.
Comrnunity Service Facilities
The City provides both police and fire protection through contracts with the County of
Riverside . Educational services are provided through the Desert Sands Unified School District.
The College of Desert is the Coachella Valley's Community College and is located in Palm
Desert. A satellite campus of Cal State University, San Bernardino is located on the College of
the Desert Campus. Cultural and recreational facilities include sixteen churches. The City has
library services provided by the Riverside County Public Library System. The City has one
public library located on the College of the Desert campus. This 43,000 square foot library is
jointly used by the College of the Desert and the public library system.
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APPENDIX E
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
The foilowing is a brief summary of the provisions of the Indenture and the Loan
Agreement. Such summary is not intended to be definitive, and reference is made to the
complete documents for the complete terms thereof.
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APPENDIX F
FORM OF MUNICIPAL BOND INSURANCE POLICY
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APPENDIX G
FORM OF CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and
delivered by the Palm Desert Redevelopment Agency (the "Agency") and Wells Fargo Bank,
National Association, as Trustee (the "Trustee") and MuniFinancial, Inc. (the "Dissemination
AgenY') in connection with the issuance of $ Palm Desert Financing Authority,
Subordinate Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A and
$ Palm Desert Financing Authority, Subordinate Tax Allocation Capital
Appreciation Revenue Bonds (Project Area No. 2), 2006 Series B(together, the "Bonds"). The
Bonds are being issued pursuant to an Indenture of Trust dated as of May 1, 2006, between the
Palm Desert Financing Authority (the "Issuer") and the Trustee (the "Indenture"). The proceeds
of the Bonds are being loaned by the Issuer to the Agency pursuant to a Loan Agreement (as
defined in the Indenture). The parties agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the parties for the benefit of the Owners of the Bonds and in
order to assist the Participating Underwriter in complying with the Rule (defined below). The
Agency acknowledges that the Issuer has undertaken no responsibility with respect to any
reports, notices or disclosures provided or required under this Agreement, and has no liability to
any person, including any Owner of Bonds, with respect to any such reports, notices or
disclosures.
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which
apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Agency pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Agreement.
"Disclosure Representative" shall mean the Executive Director of the Agency or his or
her designee, or such other person as the Agency shall designate in writing to the Trustee and
Dissemination Agent from time to time.
"Dissemination Agent" shall mean MuniFinancial, Inc., acting in its capacity as
Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by
the Agency and which has filed with the Trustee a written acceptance of such designation.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule.
"Official StatemenY' shall mean the final Official Statement with respect to the Bonds.
"Owners" shall mean the registered owners of the Bonds or, if the Bonds are registered
in the name of a depository, the beneficial owners of the Bonds.
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"Participating Underwriter" shall mean the original underwriters of the Bonds required to
comply with the Rule in connection with the offering of the Bonds.
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934.
"State Repository" shall mean any public or private repository or entity designated by the
State as a state repository for the purpose of the Rule. As of the date of this Agreement, there
is no State Repository.
SECTION 3. Provision of Annual Reports.
(a) The Agency shall, or upon written direction shall cause the Dissemination Agent
to, not later than six months after the end of the Agency's Fiscal Year (which currently would be
December 31 of each year), commencing with the report for the 2005-2006 Fiscal Year, provide
to each Repository an Annual Report which is consistent with the requirements of Section 4 of
this Disclosure Agreement. Not later than fifteen (15) Business Days prior to said date, the
Agency shall provide the Annual Report to the Dissemination Agent and the Trustee. In each
case, the Annual Report may be submitted as a single document or as separate documents
comprising a package, and may cross-reference other information as provided in Section 4 of
this Disclosure Agreement; provided that the audited financial statements of the Agency may be
submitted separately from the balance of the Annual Report. The Agency shall provide a written
certification with each Annual Report furnished to the Dissemination Agent and the Trustee to
the effect that such Annual Report constitutes the Annual Report required to be furnished by the
Agency hereunder. The Dissemination Agent and Trustee may conclusively rely upon such
certification of the Agency.
(b) If the Dissemination Agent is unable to verify that an Annual Report has been
provided to the Repositories by the date required in subsection (a), the Dissemination Agent
shall send a notice to each National Repository or to the Municipal Securities Rulemaking Board
and to the appropriate State Repository, if any, in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name and
address of each National Repository and each State Repository, if any; and
(ii) if the Annual Report has been furnished to the Dissemination Agent, file a report with
the Agency, the Issuer and the Trustee certifying that the Annual Report has been provided
pursuant to this Disclosure Agreement, stating the date it was provided, and listing all the
Reposifories to which it was provided.
SECTION 4. Content of Annual Reports. The Agency's Annual Report shall contain or
incorporate by reference the following:
(i) the audited financial statements of the Agency, prepared in accordance with
generally accepted accounting principles in effect from time to time. If the Agency's audited
financial statements are not available by the time the Annual Report is required to be filed
pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a
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format similar to the financial statements contained in the Official Statement, and the audited
financial statements shall be filed in the same manner as the Annual Report when they become
available.
(ii) An update of the tabular information set forth in the Official Statement under the
captions "SUBORDINATE TAX REVENUES -- Schedule of Historical Tax Revenues" and "--
Top Ten Taxpayers."
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the Agency or related public entities,
which have been submitted to each of the Repositories or the Securities and Exchange
Commission. If the document incorporated by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Agency shall clearly identify
each such other document so incorporated by reference.
SECTION 5. Reporting of Material Events.
(a) Pursuant to the provisions of this Section 5, the Agency shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Bonds, if
material:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform; and
(6) adverse tax opinions or events adversely affecting the tax-exempt status
of the Bonds;
(7) modifications to rights of security holders;
(8) unscheduled bond calls;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the
securities; and
(11) rating changes.
(b) The Trustee shall, promptly upon obtaining actual knowledge of the occurrence
of any of the Listed Events contact the Disclosure Representative, inform such person of the
event, and request that the Agency promptly notify the Dissemination Agent in writing whether
or not to report the event pursuant to subsection (f) and promptly notify the Trustee in writing
whether or not to report the event to the Owners (unless notice to the Owners is required by
either of the Indentures). For purposes of this Disclosure Agreement, "actual knowledge" of the
occurrence of such Listed Events shall mean actual knowledge by the officer at the Trust Office
of the Trustee with regular responsibility for the administration of the Indenture.
(c) Whenever the Agency obtains knowledge of the occurrence of a Listed Event,
whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the
Agency shall as soon as possible determine if such event is material under applicable federal
securities laws.
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(d) If the Agency has determined that knowledge of the occurrence of a Listed Event
is material, the Agency shall promptly notify the Dissemination Agent and the Trustee in writing.
Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to
subsection (f) and shall instruct the Trustee to report the occurrence to Owners.
(e) If in response to a request under subsection (b), the Agency determines that the
Listed Event is not material, the Agency shall so notify the Dissemination Agent and the Trustee
in writing and instruct the Dissemination Agent and the Trustee not to report the occurrence.
(f) If the Dissemination Agent has been instructed by the Agency to report the
occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with
the Municipal Securities Rulemaking Board and each State Repository, with a copy to the
Agency. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8}
and (9) need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to the Owners of affected Bonds pursuant to the Indenture.
SECTION 6. Termination of Reporting Obligation. The obligations of the Agency, the
Trustee and the Dissemination Agent under this Disclosure Agreement shall terminate upon the
defeasance, prior redemption or payment in full of all of the Bonds; provided that the obligations
of the Trustee and the Dissemination Agent hereunder shall also terminate upon the resignation
or removal of such Trustee or Dissemination Agent.
SECTION 7. Dissemination Agent. The Agency may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge any such Dissemination Agent, with or without appointing a
successor Dissemination Agent. The initial Dissemination Agent shall be MuniFinancial, Inc.
The Dissemination Agent may resign its duties hereunder at any time upon written notice
to the Agency.
SECTION 8. Amendment. Notwithstanding any other provision of this Disclosure
Agreement, the parties may amend this Disclosure Agreement (and the Trustee and the
Dissemination Agent shall agree to any amendment so requested by the Agency provided that
neither the Trustee nor the Dissemination Agent shall be obligated to enter into any such
amendment that modifies or increases its duties or obligations hereunder) only if:
(a) the amendment is made in connection with a change_in circumstances that arises
from a change in legal requirements, change in law, or change in the identity, nature, or status
of the Agency, or type of business conducted;
(b) this Disclosure Agreement, as amended, would have complied with the
requirements of the Rule at the time of sale of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances;
(c) the amendment does not materially impair the interests of Owners, as
determined by parties unaffiliated with the Agency (such as, but without limitation, the Agency's
bond counsel) or by Owners' consent pursuant to Section 7.01 of the Indenture; and
(d) the annual financial information containing (if applicable) the amended operating
data or financial information will explain, in narrative form, the reasons for the amendment and
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the "impacY' (as that word is used in the letter from the staff of the Securities and Exchange
Commission to the National Association of Bond Lawyers dated June 23, 1995) of the change in
the type of operating data or financial information being provided.
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Agency from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Agreement. If the Agency chooses to
include any information in any Annual Report or notice of occurrence of a Listed Event, in
addition to that which is specifically required by this Disclosure Agreement, the Agency shall
have no obligation under this Agreement to update such information or include it in any future
Annual Report or notice of occurrence of a Listed Event.
SECTION 10. Default. In the event of a failure of the Agency to comply with any
provision of this Disclosure Agreement, the Trustee shall, at the written direction of any
Participating Underwriter or the Owners of a majority in aggregate principal amount of
Outstanding Bonds (but only to the extent funds have been provided to it or it has been
otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges of
the Trustee whatsoever, including, without limitation, fees and expenses of its attorneys), or any
Owner may, take such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the Agency, the Trustee or the
Dissemination Agent, as the case may be, to comply with its vbligations under this Disclosure
Agreement; provided that any such action may be instituted only in the Federal or State Court
located in the County of Los Angeles, State of California and no remedy other than specific
performance may be sought or granted. A default under this Disclosure Agreement shall not be
deemed an Event of Default under the Indenture or the Loan Agreement, and the sole remedy
under this Disclosure Agreement in the event of any failure of the Agency, the Trustee or the
Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel
performance.
SECTION 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent.
The Dissemination Agent shall have only such duties as are specifically set forth in this
Disclosure Agreement, and the Agency agrees to indernnify and save the Dissemination Agent
and the Trustee, their officers, directors, employees and agents, harmless against any loss,
expense and liabilities which it may incur arising out of or in the exercise or performance of its
powers and duties hereunder, including the costs and expenses (including attorneys fees) of
defending against any claim of liability, but excluding liabilities due to the Dissemination AgenYs
or Trustee's negligence or wilful misconduct. The Dissemination Agent may rely on and shall be
protected in acting or refraining from acting upon any direction from the Issuer or an opinion of
nationally recognized bond counsel. The Dissemination Agent and the Trustee shall be paid
compensation by the Agency for its services provided hereunder in accordance with its
schedule of fees as amended from time to time and all expenses, legal fees and advances
made or incurred by the Dissemination Agent in the performance of its duties hereunder. The
Dissemination Agent and the Trustee shall have no duty or obligation to review any information
provided to them by the Agency hereunder and shall not be deemed to be acting in any fiduciary
capacity for the Authority, the Agency, the Owners, or any other party. The obligations of the
Agency under this Section shall survive resignation or removal of the Dissemination Agent and
payment of the Bonds. No person shall have any right to commence any action against the
Dissemination Agent seeking any remedy other than to compel specific performance of this
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Agreement. The Dissemination Agent shall not be liable under any circumstances for monetary
damages to any person for any breach of this Agreement.
SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Issuer, the Agency, the Trustee, the Dissemination Agent, the Participating Underwriter
and Owners from time to time of the Bonds, and shall create no rights in any other person or
entity.
SECTION 13. Notices. Notices should be sent in writing to the following addresses.
The following information may be conclusively relied upon until changed in writing.
Agency: Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, California 92260
(760) 346-0611
(760) 346-0574 Fax
Dissemination Agent: MuniFinancial, Inc.
27368 Via lndustria, Suite 110
Temecula, California 92590
(909) 587-3500
(909) 587-3510 fax
Trustee: Wells Fargo Bank, National Association
707 Wilshire Boulevard, 17'h Floor
Los Angeles, CA 90017
(213) 614-3353
(213) 614-3355 Fax
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SECTION 14. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
PALM DESERT REDEVELOPMENT
AGENCY
By
Executive Director
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Officer
MUNIFINANCIAL, INC., as Dissemination
Agent
By
Authorized Officer
G-7
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Obligated Party: Palm Desert Redevelopment Agency (the "Agency")
Name of Bond Issue: $ Palm Desert Financing Authority,
Subordinate Tax Ailocation Refunding Revenue Bonds (Project
Area No. 2), 2006 Series A and $ Palm Desert
Financing Authority, Subordinate Tax Allocation Revenue Capital
Appreciation Bonds (Project Area No. 2), 2006 Series B
Date of Delivery: , 2006
NOTICE IS HEREBY GIVEN that the Agency has not provided an Annual Report with
respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure
Agreement dated as of May 1, 2006 between the Agency and Wells Fargo Bank, National
Association. [The Agency anticipates that the Annual Report will be filed by
•1
Dated:
MuniFinancial, Inc. on behalf of the Agency
cc: Executive Director, Palm Desert Redevelopment Agency
G-8
APPENDIX H
BOOK-ENTRY SYSTEM
The information set forth below has been provided by DTC. The Authority and the
Underwriters make no representation as to the accuracy or the completeness of such
information. All Beneficial Owners should confirm the following information with DTC or the
DTC Participants.
The Depository Trust Company ("DTC"), New York, NY, will act as securities depository
for the Bonds. The Bonds will be issued as fully registered securities registered in the name of
Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully registered Bond certificate will be issued for each
maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited
with DTC.
DTC, the world's largest depository, is a limited-purpose trust company organized under
the New York Banking Law, a"banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a"clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a"clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
and provides asset senricing for over two million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 85 countries that
DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade
settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct
Participants' accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-
owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is
owned by a number of Direct Participants of DTC and members of the National Securities
Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation,
and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, are also
subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock
Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC
system is also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to
its Participants are on file with the Securities and Exchange Commission. More information
about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest
of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Bonds are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
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certificates representing their ownership interests in Bonds, except in the event that use of the
book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. or such other name as
requested by an authorized representative of DTC. The deposit of Bonds with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds
are credited, which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue
are being redeemed, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with
respect to Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts Bonds are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made to Cede &Co. or such other
nominee as may be requested by an authorized representative of DTC. DTC's practice is to
credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail
information from the Authority or the Trustee, on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC (nor its nominee), the Trustee, or the Authority,
subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to Cede &Co. (or such other nominee as may be requested by
an authorized representative of DTC) is the responsibility of the Authority or the Trustee,
disbursement of such payments to Direct Participants is the responsibility of DTC, and
disbursement of such payments to Beneficial Owners is the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such
circumstances, in the event that a successor securities depository is not obtained, Bond
certificates are required to be printed and delivered.
The Authority may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, Bond certificates will be
printed and delivered.
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