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RES FA-13RESOLUTION NO. FA-13 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY AUTHORIZING THE SALE AND ISSUANCE OF ITS TAX ALLOCATION REVENUE REFUNDING BONDS, PROJECT AREA NO. 1, AS AMENDED (ADDED TERRITORY ONLY), 1995 SERIES A, APPOINTING A TRUSTEE, AND APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE SALE AND ISSUANCE OF SUCH BONDS RECITALS: A. 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 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 financing the acquisition of bonds, notes and other obligations of the Agency to provide financing for public capital improvements. B. The Authority has determined to sell and issue its Tax Allocation Revenue Refunding Bonds, 1995 Series A (the "Authority Bonds"), such Authority Bonds to be issued and secured pursuant to the Authority Indenture (as defined herein). C. Proceeds of the Authority Bonds are to be applied for the purpose of financing the acquisition of certain tax allocation bonds issued by the Agency in connection with its Project Area No. 1, As Amended (Added Territory Only) (the "Agency Bonds"), pursuant to a certain Bond Purchase Agreement (as defined herein), for the object and purpose of assisting in the refinancing of certain public capital improvements, as described therein. NOW, THEREFORE, THE PALM DESERT FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows: Section 1. Recitals. The above recitals are all true and correct. Section 2. Indenture. The form of the Indenture of Trust (the "Authority Indenture") with respect to the Authority Bonds, by and between the Authority and the Trustee appointed in Section 3 hereof, presented at this meeting and on file in the office of the Secretary, is hereby approved and the President, the Chief Administrative Officer and Deputy Secretary, or any of them, is hereby authorized and directed, for and in the name and 950627 P6402-00001 jlw 0321002 1 RESOLUTION NO. FA-13 on behalf Indenture approved, executing evidenced of the Authority, to execute and deliver the Authority to the Trustee in substantially the form hereby with such additions or changes therein as the officer the same may approve, such approval to be conclusively by his execution and delivery thereof. Section 3. Appointment of Trustee. Bank of America National Trust and Savings Association is hereby appointed as Trustee under the Authority Indenture. Section 4. Bond Purchase Acreement. The form of the Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between the Agency and the Authority, presented at this meeting and on file in the office of the Secretary, is hereby approved and the President, the Chief Administrative Officer and the Deputy Secretary, or any of them, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Bond Purchase Agreement to the Agency in substantially the form hereby approved, with such additions and changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof; provided that the terms and conditions of the Agency Bonds as set forth in the Bond Purchase Agreement shall not exceed the limitations prescribed in the respective resolutions of the Agency authorizing issuance of the Agency Bonds. Section 5. Official Statement. The preliminary Official Statement relating to the Authority Bonds, substantially in the form presented at this meeting and on file in the office of the Secretary, is hereby approved. The President, the Chief Administrative Officer and the Deputy Secretary, or any of them, is hereby authorized to approve corrections and additions to the preliminary Official Statement. Miller & Schroeder Financial, Inc. (the "Underwriter") is hereby authorized to distribute copies of such preliminary Official Statement to persons who may be interested in the purchase of the Authority Bonds. The President, the Chief Administrative Officer and the Deputy Secretary, or any of them, 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 and to execute the Official Statement and such additional documents prior to or concurrently with the signing of the final Official Statement as he may deem necessary or appropriate to verify the accuracy thereof. The Underwriter is hereby directed to deliver copies of such final Official Statement to all actual purchasers of the Authority Bonds. Section 6. jchase Contract. The form of Purchase Contract (the "Purchase Contract") presented at this meeting by the Underwriter and the sale of the Authority Bonds pursuant thereto upon the terms and conditions set forth therein are hereby approved and, subject to the provisions of Section 7 hereof, the President, the Chief Administrative Officer and the 950627 P6402-00001 jlw 0321002 1 - 2 - RESOLUTION NO. FA-13 Deputy Secretary, or any of them, is authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver such Purchase Contract, with such additions and changes therein as the officer executing the same may require or approve, including such matters as are authorized by Section 7 hereof, such approval to be conclusively evidenced by his execution and delivery thereof. Section 7. Final Terms of Sale of Bonds. The President, the Chief Administrative Officer and the Deputy Secretary, or any of them, is hereby authorized and directed to act on behalf of the Authority to establish and determine (i) the aggregate principal amount of the Authority Bonds, which amount shall not exceed $7,500,000; (ii) the average interest rate on the Authority Bonds, which shall not exceed 6.50 percent per annum; and (iii) the Underwriter's compensation with respect to the Authority Bonds, which shall not exceed 1.50 (exclusive of original issue discount, if any) of the aggregate principal amount of the Authority Bonds. The authorization and powers delegated to such officer by this Section 7 shall be valid for a period of 60 days from the date of adoption of this Resolution. Section 8. Other Acts. The 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 Authority Bonds, or otherwise to effectuate the purposes of this Resolution, the Indenture, the Bond Purchase Agreement, the Purchase Contract and the Official Statement, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 9. Zffective Date. This Resolution shall take effect immediately upon adoption. APPROVED AND ADOPTED this 13th day of July ATTEST: ri JSecretary , 1995, 950627 P6402-00001 j)w 03210021 - 3 -