RES FA-46RESOLUTION NO. FA-46
A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY
ACKNOWLEDGING A FINDING OF SIGNIFICANT PUBLIC BENEFIT IN
CONNECTION WITH THE ISSUANCE AND SALE OF PALM DESERT
FINANCING AUTHORITY ASSESSMENT REVENUE BONDS SERIES
2003; AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF SAID
BONDS; APPROVING AS TO FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN
CONNECTION THEREWITH; AND AUTHORIZING CERTAIN OTHER
MATTERS RELATING THERETO
RECITALS:
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 (the "City") and
the Palm Desert Redevelopment 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 City, including those issued by the City for its assessment districts, to
provide financing and refinancing for public capital improvements; and
WHEREAS, the Authority has proposed to sell and issue its Palm Desert
Financing Authority Assessment Revenue Bonds Series 2003 (the "Bonds") to be
issued and secured pursuant to an Indenture (as defined herein); and
WHEREAS, the City Council of the City (the "City Council") has made a finding,
after duly noticed public hearing pursuant to Section 6586.5 of the Government Code,
that the issuance of the Bonds will result in significant public benefit; and
WHEREAS, proceeds of the Bonds are to be applied by the Authority to
purchase the following proposed bond issuances of the City (collectively, the "Local
Obligations"): (a) the City of Palm Desert, Silver Spur Ranch Utility Undergrounding
Assessment District No. 01-01, Limited Obligation Improvement Bonds, Series 2003
(the "AD 01-01 Bonds"), (b) the City of Palm Desert, Assessment District No. 94-2
(Sunterrace), Limited Obligation Refunding Improvement Bonds, Series 2003 (the "AD
94-2 Refunding Bonds"), and (c) the City of Palm Desert, Assessment District No. 94-3
(Merano), Limited Obligation Refunding Improvement Bonds, Series 2003 (the "AD 94-3
Bonds"); and
WHEREAS, the Local Obligations are being issued to provide financing and
refinancing of public capital improvements in, respectively, the City's Silver Spur Ranch
Utility Undergrounding Assessment District No. 01-01, Assessment District No. 94-2
(Sunterrace) and Assessment District No. 94-3 (Merano);
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RESOLUTION NO. FA-46
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. Acknowledgement of City Council Findings and Authorization to
Issue Bonds. The Authority hereby acknowledges and concurs with the City Council's
finding of significant public benefit and hereby approves and authorizes the issuance
and sale of the Bonds, subject to the parameters set forth herein below.
Section 3. Indenture. The Indenture of Trust (the "Indenture"), proposed to be
entered into by and between the Authority and the Trustee (defined in Section 4 below),
in the form presented at this meeting and on file with the City Clerk of the City (the "City
Clerk"), is hereby approved. Subject to Section 8 below, each of the President, the
Chief Administrative Officer, the Treasurer and the Secretary of the Authority, any
deputy of such officers, and any member of the Authority Commission (each, an
"Authorized Officer"), acting singly, is hereby authorized and directed, for and in the
name and on behalf of the Authority, to execute and deliver the Indenture in
substantially said form, with such additions or changes as the Authorized Officer
executing the same may approve (such approval to be conclusively evidenced by such
Authorized Officer's execution and delivery thereof).
Section 4. Appointment of Trustee. The appointment of BNY Western Trust
Company as trustee (the "Trustee") under the Indenture is hereby approved.
Section 5. Purchase Contract. The Bond Purchase Contract (the "Purchase
Contract") in the form presented at this meeting by Stinson Securities, LLC, on behalf of
itself and Kinsell, Newcomb & De Dios, Inc. (together, the "Underwriters") and the sale
of the Bonds pursuant thereto upon the terms and conditions set forth therein are
hereby approved. Subject to Section 6 below, each of the Authorized Officers, acting
singly, is authorized and directed, for and in the name and on behalf of the Authority, to
execute and deliver the Purchase Contract in substantially said form, with such additions
or changes therein as the Authorized Officer executing the same may require or
approve, including such matters as are authorized by Section 6 hereof (such approval to
be conclusively evidenced by such Authorized Officer's execution and delivery thereof).
Section 6. Terms of Sale of Bonds. Each of the Authorized Officers, acting
singly, 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 $5,165,000; (ii) the purchase price of the Bonds and the interest rates thereon,
provided that the interest rate shall not exceed 6.5 percent per annum; (iii) the
Underwriters' compensation (discount) with respect to the Bonds, which shall not
exceed 1.5 percent of the principal amount thereof; and (iv) such provisions as may be
required by the terms of a bond insurance policy, if any, purchased with respect to the
Bonds or any portion thereof. The authorization and powers delegated to the
Authorized Officers by this Section 6 shall be valid for a period of 90 days from the date
of adoption of this Resolution.
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RESOLUTION NO. FA-46
Section 7. Preliminary Official Statement. The Preliminary Official Statement
relating to the Bonds (the "Preliminary Official Statement"), in the form presented at this
meeting and on file with the City Clerk, is hereby approved. Each of the Authorized
Officers, acting singly, is hereby authorized and directed, for and in the name and on
behalf of the Authority, to cause the Preliminary Official Statement in substantially said
form, with such additions or changes therein as such Authorized Officer may approve, to
be deemed final for the purposes of Rule 15c2-12 of the Securities and Exchange Act of
1934. The distribution by the Underwriters of copies of the Preliminary Official
Statement to potential purchasers of the Bonds is hereby approved.
Section 8. Official Statement. Each of the Authorized Officers, acting singly, 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 (the "Official Statement"), and to execute the same for and in the name and
on behalf of the Authority, with such additions or changes therein as such Authorized
Officer may approve (such approval to be conclusively evidenced by such Authorized
Officer's execution and delivery thereof). The distribution and use of the Official
Statement by the Underwriters in connection with the sale of the Bonds are hereby
approved.
Section 9. Continuing Disclosure Agreement. The Continuing Disclosure
Agreement (the "Continuing Disclosure Agreement"), proposed to be entered into by
and among the Authority, the City and MuniFinancial, as Dissemination Agent, in the
form presented at this meeting and on file with the City Clerk, is hereby approved. Each
of the Authorized Officers, acting singly, is hereby authorized and directed, for and in
the name and on behalf of the Authority, to execute and deliver the Continuing
Disclosure Agreement in substantially said form, with such additions or changes therein
as the Authorized Officer executing the same may approve (such approval to be
conclusively evidenced by such Authorized Officer's execution and delivery thereof).
Section 10. AD 01-01 Bond Purchase Agreement. The Bond Purchase
Agreement (the "AD 01-01 Bond Purchase Agreement") providing for the Authority's
purchase of the AD 01-01 Bonds, proposed to be entered into by and between the
Authority and the City, in the form presented at this meeting and on file with the City
Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby
authorized and directed, for and in the name and on behalf of the Authority, to execute
and deliver the AD 01-01 Bond Purchase Agreement in substantially said form, with
such additions or changes therein as the Authorized Officer executing the same may
approve (such approval to be conclusively evidenced by such Authorized Officer's
execution and delivery thereof).
Section 11. AD 94-2 Bond Purchase Agreement. The Bond Purchase
Agreement (the "AD 94-2 Bond Purchase Agreement") providing for the Authority's
purchase of the AD 94-2 Refunding Bonds, proposed to be entered into by and between
the Authority and the City, in the form presented at this meeting and on file with the City
Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby
authorized and directed, for and in the name and on behalf of the Authority, to execute
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RESOLUTION NO.
FA-46
and deliver the AD 94-2 Bond Purchase Agreement in substantially said form, with such
additions or changes therein as the Authorized Officer executing the same may approve
(such approval to be conclusively evidenced by such Authorized Officer's execution and
delivery thereof).
Section 12. AD 94-3 Bond Purchase Agreement. The Bond Purchase
Agreement (the "AD 94-3 Bond Purchase Agreement") providing for the Authority's
purchase of the AD 94-3 Refunding Bonds, proposed to be entered into by and between
the Authority and the City, in the form presented at this meeting and on file with the City
Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby
authorized and directed, for and in the name and on behalf of the Authority, to execute
and deliver the AD 94-3 Bond Purchase Agreement in substantially said form, with such
additions or changes therein as the Authorized Officer executing the same may approve
(such approval to be conclusively evidenced by such Authorized Officer's execution and
delivery thereof).
Section 13. Requisitions. Each of the Authorized Officers, acting singly, 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 14. Other Acts. The Authorized Officers and all other 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 that 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 Purchase
Contract, the Official Statement, the AD 01-01 Bond Purchase Agreement, the AD 94-2
Bond Purchase Agreement and the AD 94-3 Bond Purchase Agreement and any such
actions previously taken by such officers are hereby ratified and confirmed.
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RESOLUTION NO. FA-46
Section 15. Effective Date. This Resolution shall take effect immediately upon
adoption.
APPROVED AND ADOPTED this 22nd day of May, 2003, by the following
vote to wit:
AYES: CRITES, FERGUSON, BELLY, SPIEGEL, BENSON
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
ATT EST:
Rachelle Klassen, Secretary
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Nftenson, President
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