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RES FA-17RESOLUTION NO. FA-17 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY AUTHORIZING THE SALE AND ISSUANCE OF ITS LEASE REVENUE BONDS (BLYTHE COUNTY ADMINISTRATIVE CENTER PROJECT), SERIES 1996, APPOINTING A TRUSTEE, APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND APPROVING CERTAIN ACTIONS 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 Lease Revenue Bonds (Blythe County Administrative Center Project), Series 1996 (the "Bonds"), such Bonds to be issued and secured pursuant to an Indenture (as described herein); and WHEREAS, proceeds of the Bonds are to be applied for the purpose of financing administrative facilities for the County of Riverside (the "County"); 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 (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 with the Secretary of 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 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. 960716 P6402-01030 syc 1112549 3 RESOLUTION NO. FA-17 Section 3. Appointment of Trustee,. First Trust of California, National Association is hereby appointed as Trustee under the Indenture. Section 4. Site Lease. As presented to this meeting and on file with the Secretary of the Authority, the form of the Site Lease (Blythe County Administrative Center Project) (the "Site Lease") by and between the County 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 Site Lease and deliver it to the County 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. Lease. The form of the Lease Agreement (Blythe County Administrative Center Project) (the "Lease"), by and between the Authority and the County, presented at this meeting and on file with the Secretary of 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 and deliver the Lease to the County 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. Section 6. Assignment Agreement. The form of the Assignment Agreement (Blythe County Administrative Center Project) (the "Assignment Agreement"), by and between the Authority and the Trustee, presented at this meeting and on file with the Secretary of 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 and deliver the Assignment Agreement 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. 960716 P6402-01030 syc 1112549 3 - 2 RESOLUTION NO. FA-17 Section 7. Implementation Agreement. The form of the Implementation Agreement with respect to the Blythe County Administrative Center Project (the "Implementation Agreement"), by and among the Agency, the Authority and the County, presented at this meeting and on file with the Secretary of 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 and deliver the Implementation Agreement 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. Section 8. 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 Secretary, 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. 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 9. 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 10 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 10 hereof, such approval to be conclusively evidenced by his execution and delivery thereof. Section 10. 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 960716 P6402-01030 syc 1112549 3 - 3 exceed $7,750,000; (ii) the purchase price of the Bonds and the interest rates thereon, provided that the net interest rate shall not exceed 7.75% 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 10 shall be valid for a period of 90 days from the date of adoption of this Resolution. Section 11. Requisitions. 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 12. 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 Bonds, or otherwise to effectuate the purposes of this Resolution, the Indenture, the Site Lease, the Lease, the Assignment Agreement, the Implementation Agreement, the Purchase Contract and the Official Statement, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 13. Effective Date. This Resolution shall take effect immediately upon adoption. APPROVED AND ADOPTED this 3rd day of July, 1996. SecrFt.ary - 960716 1'6402-01030 syc 11 12549 3 - 4 -