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RES FA-24RESOLUTION NO. FA-24 RESOLUTION OF THE AUTHORITY COMMISSION OF THE PALM DESERT FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF REVENUE BONDS FOR THE PURPOSE OF PURCHASING BONDS OF THE CITY OF PALM DESERT RELATING TO ASSESSMENT DISTRICTS NOS. 92-1, 94-1, 94-2 AND COMMUNITY FACILITIES DISTRICT NO. 91-1, AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, BOND PURCHASE CONTRACTS, ESCROW DEPOSIT AND TRUST AGREEMENTS AND A CONTINUING DISCLOSURE AGREEMENT, AUTHORIZING THE SALE OF BONDS, APPROVING AN OFFICIAL STATEMENT AND AUTHORIZING OTHER ACTIONS WHEREAS, the Palm Desert Financing Authority (the "Authority") is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement dated as of January 12, 1989, by and between the City of Palm Desert (the "City") and the Palm Desert Redevelopment Agency and under the provisions of Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the "Act"); and WHEREAS, the Authority is authorized by Section 6588 of the Government Code of the State of California to issue bonds for the purpose of purchasing bonds of the City; and WHEREAS, the Authority Commission of the Authority (the "Commission"), in order to assist the City in accomplishing the refunding of five separate bond issues relating to the City's Assessment Districts Nos. 92-1, 94-1, 94-2 and Community Facilities District No. 91-1, is considering the issuance and sale of its 1997 Revenue Bonds (the "Bonds") for the purpose of purchasing the City's Limited Obligation Refunding Bonds (Property Secured Only - No Issuer Liability), City of Palm Desert Assessment District No. 92-1, Series 1997, which are to be issued in an aggregate principal amount which will not exceed $1,815,000; Limited Obligation Refunding Bonds (Property Secured Only - No Issuer Liability), City of Palm Desert Assessment District No. 94-1, Series 1997, which are to be issued in an aggregate principal amount which will not exceed $5,870,000; Limited Obligation Refunding Bonds (Property Secured Only - No Issuer Liability), City of Palm Desert Assessment District No. 94-2, Series 1997, which are to be issued in an aggregate principal amount which will not exceed $1,735,000; and Limited Obligation Refunding Bonds (Property Secured Only - No Issuer Liability), City of Palm Desert Community Facilities District No. 91-1, Series 1997, which are to be issued in an aggregate principal amount which will not exceed $23,340,000 (collectively, the "Local Obligations"); and 803201.2 RESOLUTION NO. FA24 WHEREAS, there has been presented to the Commission at the meeting at which this resolution is adopted a form of Bond Purchase Contract whereby the Authority will purchase the Local Obligations from the City; and WHEREAS, there has also been presented to the Commission a form of Bond Purchase Contract whereby Redwood Securities Group, Inc. (the "Underwriter") has offered to purchase the Bonds from the Authority and a form of Preliminary Official Statement relating to the Bonds; and WHEREAS, there has also been presented to the Commission a form of Continuing Disclosure Agreement to be entered into by and among the Authority, the City and the Dissemination Agent (as defined therein) for the benefit of the owners of the Bonds and the Local Obligations and in order to assist the Underwriter in complying with Rule 15c2- 12(b)(5) of the Securities and Exchange Commission; and WHEREAS, there has also been presented to the Commission a form of Escrow Deposit and Trust Agreements to be entered into by and among the Authority, the City and First Trust of California, N.A., as Escrow Holder, whereby the proceeds of the sale of the Local Obligations will be deposited by the City in one or more escrow funds to be established pursuant to one or more of said agreements for the refunding and redemption of the bonds which are to be refunded with such proceeds; and WHEREAS, the Commission has considered such documents and a report from the Authority staff, and has determined that it is in the best interests of the City, the Authority and the owners of property within the aforementioned assessment districts of the City that the Bonds be issued and sold and that the Authority purchase the Local Obligations from the City with the proceeds from the sale of the Bonds; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE AUTHORITY COMMISSION OF THE PALM DESERT FINANCING AUTHORITY AS FOLLOWS: Section 1. Issuance of Bonds: Approval of Indenture. The Commission hereby authorizes the issuance of Bonds under and pursuant to the Act, in an aggregate principal amount which shall not exceed $35,000,000. The Bonds shall be issued pursuant to an Indenture of Trust by and between the Authority and First Trust of California, N.A., as trustee (the "Indenture"). The Commission hereby approves the Indenture in the form presented to the Commission at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the Chief Administrative Officer of the Authority, the Authority Treasurer, the Secretary or the Deputy Secretary upon consultation with Bond Counsel. The Commission hereby authorizes and directs the President, the Vice President, the Chief Administrative Officers, the Authority Treasurer, the Secretary or the Deputy Secretary to execute and deliver the final form of the Indenture for and in the name and on behalf of the Authority. 2 803201.2 RESOLUTION NO. FA24 Section 2. Approval of Purchase of Local Obligations: Approval of City Bond Purchase Contract. The Commission hereby authorizes and approves the purchase from the City of the Local Obligations with the proceeds from the sale of the Bonds pursuant to and in accordance with the provisions of the Bond Purchase Contract between the City and — the Authority (the "City Bond Purchase Contract"). The Commission hereby approves the City Bond Purchase Contract in the form presented to the Commission at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the Chief Administrative Office, the Authority Treasurer, the Secretary or the Deputy Secretary upon consultation with Bond Counsel. The Commission hereby authorizes and directs the President, the Vice President, the Chief Administrative Officers, the Authority Treasurer, the Secretary or the Deputy Secretary to execute and deliver the final form of the City Bond Purchase Contract for and in the name and on behalf of the Authority. Section 3. Sale of Bonds. The Commission hereby approves and authorizes the sale of the Bonds by negotiation with the Underwriter pursuant to the Bond Purchase Contract between the Authority and the Underwriter in the form presented to the Commission at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the Chief Administrative Officer, the Authority Treasurer, the Secretary or the Deputy Secretary upon consultation with Bond Counsel. The Commission hereby authorizes and directs the President, the Vice President, the Chief Administrative Officer, the Authority Treasurer, the Secretary or the Deputy Secretary to execute and deliver the final form of the Bond Purchase Contract for and in the name and on behalf of the Authority upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to the officer executing the Bond Purchase Contract and is consistent with the requirements of this resolution. The aggregate principal amount of the Bonds shall not exceed $35,000,000. The amount of the Underwriter's discount for the Bonds shall be not more than 1.5% of the aggregate principal amount thereof, and the rate of interest on the Bonds shall not exceed 7.00% per annum. Section 4. Certificate Regarding Sufficiency of Revenues. The Bonds shall not, regardless of the authorizations given by other sections of this resolution, be sold and delivered unless the Chief Administrative Officer, the Authority Treasurer, the Secretary or the Deputy Secretary shall have received a certificate from the Underwriter verifying that based on calculations performed by or for the Underwriter the amounts which the Authority will receive from the City as payments of interest on and principal of the Local Obligations, together with earnings from the investment of the amounts on deposit in the reserve funds for the Local Obligations, which earnings are to be transferred to the Trustee to be applied to the payment of the interest on and principal of the Bonds, will be sufficient to pay the interest on and principal of the Bonds at all times until their final maturity. For purposes of said certificate, the assumed yield on the investment of amounts on deposit in the reserve fund and such other funds and accounts shall not exceed the arbitrage yield on the Bonds for federal tax purposes. 3 803201.2 RESOLUTION NO. FA24 Section 5. Official Statement. The Commission hereby approves the preparation of and the form of the Preliminary Official Statement presented to the Commission at the meeting at which this resolution is adopted, with such modifications thereof and additions thereto as the Chief Administrative Officer, the Authority Treasurer, the Secretary or Deputy Secretary may deem appropriate upon consultation with Bond Counsel and disclosure counsel employed by the Underwriter ("Disclosure Counsel"). The Commission hereby authorizes the President, the Vice President, the Chief Administrative Officer, the Authority Treasurer, the Secretary or the Deputy Secretary to certify to the Underwriter that the Preliminary Official Statement is deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, except for omissions which are permitted by such rule. The Commission hereby authorizes the Underwriter to distribute the Preliminary Official Statement to prospective purchasers of the Bonds. The Commission authorizes the President, the Vice President, the Chief Administrative Officer, the Authority Treasurer, the Secretary and the Deputy Secretary to participate with Bond Counsel and Disclosure Counsel in the preparation of a final Official Statement based on the Preliminary Official Statement with such additions thereto or modifications thereof as may be deemed appropriate by Bond Counsel and Disclosure Counsel. The President, the Vice President, the Chief Administrative Officer, the Authority Treasurer, the Secretary or the Deputy Secretary is hereby authorized to execute and deliver the Final Official Statement. The Commission hereby authorizes the distribution of the Final Official Statement by the Underwriter. Section 6. Approval of Escrow Deposit and Trust Agreements. The Commission hereby approves the form of the Escrow Deposit and Trust Agreement (the "Escrow Agreement") among the Authority, the City and First Trust of California, N.A., as Escrow Holder, presented to the Commission at the meeting at which this resolution is adopted. The Chief Administrative Officer, the Authority Treasurer, the Secretary or the Deputy Secretary is hereby authorized to execute and deliver one or more Escrow Agreements on behalf of the Authority with respect to the deposit by the City with the Escrow Holder of the proceeds of the sale of the Local Obligations for each of its three assessment districts and one community facility district for which bonds are being refunded, which may include such changes or modifications as are deemed appropriate by the Chief Administrative Officer, the Authority Treasurer, the Secretary or the Deputy Secretary upon consultation with Bond Counsel. The Commission further approves the appointment by the City Counsel of the City of First Trust of California, N.A., as Escrow Holder for purposes of the Escrow Agreements. Section 7. Approval of Continuing Disclosure Agreement. The Commission hereby approves the form of the Continuing Disclosure Agreement among the Authority, the City and the Trustee presented to the Commission at the meeting at which this resolution is adopted. The Commission hereby authorizes and directs the President, the Vice President, the Chief Administrative Officer, the Authority Treasurer, the Secretary or the Deputy Secretary to execute and deliver the final form of the Continuing Disclosure Agreement, which may include such changes or modifications as are deemed appropriate by Bond Counsel and Disclosure Counsel, for an din the name and on behalf of the Authority. 4 803201.2 RESOLUTION NO. FA24 Section 8. Appointment of Trustee. First Trust of California, N.A., is hereby appointed as Trustee under the Indenture for the Authority and the owners of the Bonds, with the duties and powers of such Trustee as are set forth in the Indenture. — Section 9. Bond Counsel. The law firm of Briggs and Morgan, Professional Association, is hereby retained as Bond Counsel to the Authority with respect to the Bonds and the Chief Administrative Officer, the Authority Treasurer, the Secretary or the Deputy Secretary is hereby authorized to enter into an agreement with such firm with respect to such Bond Counsel services. Section 10. Other Acts. The officers and staff of the Authority are hereby authorized and directed, jointly and severally, to do any and all things, and to execute and deliver any and all documents, which, in consultation with counsel to the Authority and Bond Counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, including the actions necessary to obtain a rating of the Bonds from a nationally -recognized rating agency, or otherwise to effectuate the provisions of this resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. Section 11. Effective Date. This resolution shall take effect upon adoption. 5 803201.2 RESOLUTION NO. FA-24 PASSED, APPROVED AND ADOPTED by the Authority Commission of the Palm Desert Financing Authority this 23rd day of October, 1997. AYES: BENSON, CRITES, SNYDER, SPIEGEL, KELLY NOES: NONE ABSENT: NONE ABSTAIN: NONE EST: Sheila R. 641igan, Secreta Richard S. Kelly, President 6