RES FA-16RESOLUTION NO. FA-16
A RESOLUTION OF THE PALM DESERT FINANCING
AUTHORITY AUTHORIZING THE SALE AND ISSUANCE
OF ITS TAX ALLOCATION REFUNDING REVENUE BONDS
(PROJECT AREA NO. 1, AS AMENDED), SERIES
1996, APPOINTING A TRUSTEE AND ESCROW AGENT,
AND APPROVING AS TO FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS
IN CONNECTION WITH THE SALE AND ISSUANCE OF
SAID BONDS.
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 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 for public capital improvements; and
WHEREAS, the Authority has determined to sell and issue
its Tax Allocation Refunding Revenue Bonds (Project Area No. 1,
As Amended), Series 1996 (the "Bonds"), to be issued and secured
pursuant to an Indenture (as defined herein); and
WHEREAS, proceeds of the Bonds are to be applied for
the purpose of making a loan to the Agency, pursuant to a certain
Loan 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, and each of
them are true and correct.
Section 2. Indenture. The form of the Indenture of
Trust (the "Indenture") with respect to the 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 City
Clerk of the City of Palm Desert, is hereby approved and the
President, the Chief Administrative Officer, the Treasurer, the
Secretary, any deputy of such officers, or any member of the
Authority Commission, is hereby authorized and directed, for and
in the name and on behalf of the Authority, to execute and
deliver the Indenture to the Trustee in substantially the form
hereby approved, with such additions or changes as the officer
executing the same may approve, such approval to be conclusively
evidenced by his execution and delivery thereof.
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RESOLUTION NO. FA-16
Section 3. ,Appointment of Trustee and Escrow Accent.
First Trust of California, National Association is hereby
appointed as Trustee under the Indenture and as Escrow Agent
under the Escrow Agent under the Escrow Agreement (as defined
herein).
Section 4. Loan Agreement. As presented to this
meeting and on file in the office of the City Clerk, the form of
the Loan Agreement (the "Loan Agreement") by and among the
Agency, the Trustee and the Authority is hereby approved and the
President, the Chief Administrative Officer, the Treasurer, the
Secretary, any deputy of such officers, or any member of the
Authority Commission, is hereby authorized and directed, for and
in the name and on behalf of the Authority, to execute the Loan
Agreement and deliver it to the Trustee and the Agency in
substantially the form hereby approved, with such changes therein
as the officer executing the same may approve, such approval to
be conclusively evidenced by his execution and delivery thereof.
Section 5. Agreement Amending 1995 Loan Agreement. As
presented to this meeting and on file in the office of the City
Clerk, the form of the Agreement Amending 1995 Loan Agreement
(the "Amendment") by and among the Agency, the Trustee and the
Authority is hereby approved and the President, the Chief
Administrative Officer, the Treasurer, the Secretary, any deputy
of such officers, or any member of the Authority Commission, is
hereby authorized and directed, for and in the name and on behalf
of the Authority, to execute the Amendment and deliver it to the
Trustee and the Agency in substantially the form hereby approved,
with such changes therein as the officer executing the same may
approve, such approval to be conclusively evidenced by his
execution and delivery thereof.
Section 6. Escrow Agreement. As presented to this
meeting and on file in the office of the City Clerk, the form of
the Escrow Deposit and Trust Agreement (the "Escrow Agreement")
by and among the Agency, the Escrow Agent and the Authority is
hereby approved and the President, the Chief Administrative
Officer, the Treasurer, the Secretary, any deputy of such
officers, or any member of the Authority Commission, is hereby
authorized and directed, for and in the name and on behalf of the
Authority, to execute the Escrow Agreement and deliver it to the
Escrow Agent and the Agency in substantially the form hereby
approved, with such changes therein as the officer executing the
same may approve, such approval to be conclusively evidenced by
his execution and delivery thereof.
Section 7. Official Statement. The preliminary
Official Statement relating to the Bonds, substantially in the
form presented to this meeting and on file in the office of the
City Clerk, is hereby approved. The Authority hereby approves
the distribution by Kinsell, O'Neal, Newcomb & DeDios, Inc. (the
"Underwriter") of copies of said preliminary Official Statement
to persons who may be interested in the purchase of the Bonds.
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RESOLUTION NO. FA 16
The President, the Chief Administrative Officer, the Treasurer,
the Secretary, any deputy of such officers, or any member of the
Authority Commission, 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 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 said final Official Statement to all actual purchasers
of the Bonds.
Section 8. purchase Contract. The form of the
Purchase Contract 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 and, subject to
the provisions of Section 9 hereof, the President, the Chief
Administrative Officer, the Treasurer, the Secretary, any deputy
of such officers, or any member of the Authority Commission, is
authorized and directed, for and in the name and on behalf of the
Authority, to execute and deliver said Purchase Contract, with
such changes therein as the officer executing the same may
require or approve, including such matters as are authorized by
Section 9 hereof, such approval to be conclusively evidenced by
his execution and delivery thereof.
Section 9. final Terms of Sale of Bonds. The
President, the Chief Administrative Officer, the Treasurer, the
Secretary, any deputy of such officers, or any member of the
Authority Commission, is hereby authorized and directed to act on
behalf of the Authority to establish and determine (i) the
aggregate principal amount of the Bonds, which amount shall not
-exceed $80,000,000; (ii) the purchase price of the Bonds and the
interest rates thereon, provided that the net interest rate shall
not exceed 6.50% per annum; (iii) the Underwriter's compensation
with respect to the Bonds, which shall not exceed 1.5% of the
principal amount thereof; and (iv) such provisions as may be
required by the terms of any bond insurance policy issued with
respect to the Bonds or any portion thereof. The authorization
and powers delegated to such officer by this Section 9 shall be
valid for a period of 90 days from the date of adoption of this
Resolution.
Section 10. Reauisitions. The President, the Chief
Administrative Officer, the Treasurer, the Secretary, any deputy
of such officers, or any member of the Authority Commission, is
hereby authorized and directed to execute one or more
requisitions authorizing the Trustee to pay the costs of issuing
the Bonds from the proceeds of the Bonds pursuant to the
-Indenture.
.
Section 11. 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
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RESOLUTION NO. FA-16
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 Amendment, the Escrow Agreement, the Purchase
Contract 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 14th day of March, 1996.
President
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