RES FA-05RESOLUTION NO. FA-5
A RESOLUTION OF THE PALM DESERT FINANCING
AUTHORITY AUTHORIZING THE SALE AND ISSUANCE OF
ITS TAX ALLOCATION REVENUE BONDS (PROJECT AREA
NO. 1, AS AMENDED), 1992 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 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 Revenue Bonds (Project Area No. 1, As Amended), 1992
Series A (the "Bonds"), such 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 advance refunding of certain outstanding
indebtedness of the Agency (the "Prior Bonds") and the financing of
AESOLUTION N0. FA-5
certain public capital improvements, as described therein;
NOW, THEREFORE, the Palm Desert Financing Authority DOES
HEREBY RESOLVE, DETERNINE 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
dated as of April 1, 1992 (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 and the Chief Administrative Officer, or
either of them, 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.
Section 3. Appointment of Trustee. Bank of America National
Trust and Savinqs Association is hereby appointed as Trustee under
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RESOLUTION N0. FA-5
the Indenture.
Section 4. Loan Aqreement. As presented to this meeting and
on file in the office of the City Clerk, the form of the Loan
Agreement (the "Loan Agreement") dated as of April 1, 1992, by and
among the Agency, the Trustee and the Authority is hereby approved
and the President and the Chief Administrative Officer, or either
of them, 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. Official Statement.
Statement relating to the Bonds,
The preliminary Official
substantially in the form
presented to this meeting and on file in the office of the City
Clerk, is hereby approved. The President and the Chief
Administrative Otficer, or either of them, or any member of the
Authority Coamisaion, is hereby authorized to approve corrections
and additiona to the preliminary Official Statement. Miller and
Schroeder Financial Inc. and Whipple, Kinsell & Co., Inc. (the
"Underwritera") are hereby authorized to distribute copies of said
preliminary Official Statement to persons who may be interested in
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RESOLUTION N0. FA-5
the purchase of the Bonds. Th� President and the Chief
Administrative Officer, or either of them, or any member of the �
Authority Commission, is hereby authorized and directed, for and �n
the name and on beha2f of the Authority, to cause the preliminary
Official Statement to be brought into the form of a final Offi�ial
Statement and to execute such additional documents prior to or
concurrently with the signing of the final Official Statement as ne
may deem necessary or appropriate to verify the accuracy thereof.
The Underwriters are hereby directed to deliver copies of said
final Official Statement to all actual purchasers of the Bonds.
Section 6. Purchase Contract. The form of Purchase Contract
as presented to this meeting by the Underwriters and the sale of
the Bonds pursuant thereto upon the terms and conditions set f�rth
therein are hereby approved and, subject to the provisions of
Section 7 hereof, the President and the Chief Administrative
Officer, or either of them, 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
Contact, with such 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 and
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RESOLUTION N0. FA-5
the Chief Administrative Officer, or either of them, 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 5100,000,00@; (ii) the purchase price of the Bonds and the
interest rates on the Bonds, provided that no interest rate shall
exceed an amount which, when taking into account original issue
discount, if any, would reflect a yield on that maturity of the
Bonds of greater than 7.Ss; (iii) the Underwriters' compensation
with respect to the Honds, which shall not exceed 1.5% of the
aggregate principal amount of the Bonds; and (iv� such provisions
as may be required by the terms of any bond in�urance policy issued
with respect to the Bonds or any portion thereof. The
_- authorization and powers delegated to such officer by this Section
7 shall be valid for a period of 90 days from the date of adoption
of this Resolution.
5ection 8. Reauisitions. The President and the Chief
Administrative Officer, or either of them, or any member of the
Authority Commission, is hereby authorized and directed to execute
one or nore requisitions authorizing the Trustee l:c, pay the costs
of issuing the Bonda from the proceeds of the Bonds pursuant to the
Indenture.
Section 9. Other Acts. The officers oi the Authority are
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RESOLUTION N0. FA-5
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 Bond Purchase Agreement and the Offzcial Statement,
and any such actions previously taken by such officers are hereby
ratified and confirmed.
Section 10. Effective Date.
effect immediately upon adoption.
This Resolution shall take
APPROVSD AND ADOPTED this 26th day of March, 1992.
AYES: CRITES, SNYDER, WILSON, BENSON
NOES: NONE
ABSENT: KELLY
ABSTAIN: NONE
ATTEST: -'�
i,, ' %-�' ,
' . ="� .�i � � .�-C'�-l� ��:�
� `-� r �l'f
Sheila R. Gilli n, Se� tary
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.��, ✓ /`L - ' �L�'1�"�/
JE M. BEN ON, VICE PRESIDENT
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