RES FA-56RESOLUTION NO. FA-56
A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY
ACKNOWLEDGING A FINDING OF SIGNIFICANT BENEFIT AND
APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION
AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH
THE ISSUANCE, SALE AND DELIVERY OF THE AUTHORITY'S TAX
ALLOCATION REFUNDING REVENUE BONDS (PROJECT AREA NO.
2), 2006 SERIES A, TAX ALLOCATION REVENUE CAPITAL
APPRECIATION BONDS (PROJECT AREA NO. 2), 2006 SERIES B,
TAX ALLOCATION REVENUE BONDS (PROJECT AREA NO. 2), 2006
SERIES C, AND SUBORDINATE TAX ALLOCATION REVENUE
CAPITAL APPRECIATION BONDS (PROJECT AREA NO. 2), 2006
SERIES D, 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 (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 and refinancing for public capital improvements; and
WHEREAS, the Authority desires to issue and sell four series of bonds: (i)
Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A (the
"Series 2006A Bonds"), (ii) Tax Allocation Revenue Capital Appreciation Bonds (Project
Area No. 2), 2006 Series B (the "Series 2006B Bonds"), (iii) Tax Allocation Revenue
Bonds (Project Area No. 2), 2006 Series C (the "Series 2006C Bonds," and collectively
with the Series 2006A Bonds and the Series 2006B Bonds, the "Senior Bonds"), and (iii)
Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2),
2006 Series D (the "Subordinate Bonds," and together with the "Series Bonds," the
"Bonds"); and
WHEREAS, proceeds of the Bonds are to be applied for the purpose of
making four loans to the Agency pursuant to two loan agreements for the object and
purpose of, among other things, (i) assisting in the financing of certain public capital
improvements of benefit to Project Area No. 2, of the Agency, and (ii) effecting a
refunding of all of the Authority's remaining outstanding Tax Allocation Revenue Bonds
(Project Area No. 2), Series 1995; and
WHEREAS, the City Council has made a finding, after a duly noticed
public hearing pursuant to Section 6586.5 of the California Government Code held on
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RESOLUTION NO. FA-56
the date hereof, that the issuance of the Bonds will result in significant public benefit;
and
WHEREAS, it is the intent of the Authority that this Resolution shall
supersede Resolution No. FA-52 and Resolution No. FA-54, adopted on April 27, 2006,
in their entirety;
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.Acknowledgment of City Council Findings. 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.
Section 3.Issuance of Senior Bonds; Senior Indenture. The Indenture of
Trust (the "Senior Indenture"), proposed to be entered into by and between the Authority
and the Trustee (defined in Section 5 below) relating to the Senior Bonds, in the form
presented at this meeting and on file in the office of the Secretary of the Authority (the
"Secretary"), is hereby approved. The issuance of the Series 2006A Bonds in an
aggregate principal amount not exceeding $46,000,000, the Series 2006E Bonds in an
aggregate initial principal amount not exceeding $3,500,000, and the Series 2006C
Bonds in an aggregate principal amount no exceeding $8,500,000, pursuant to the
Senior Indenture is hereby approved. Subject to Section 12 below, each of the
President, the Chief Administrative Officer and the Treasurer 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 Senior 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
Officer's execution and delivery thereof).
Section 4.Issuance of Subordinate Bonds; Subordinate Indenture. The
Indenture of Trust (the "Subordinate Indenture"), proposed to be entered into by and
between the Authority and the Trustee relating to the Subordinate Bonds, in the form
presented at this meeting and on file in the office of the Secretary, is hereby approved.
The issuance of the Subordinate Bonds, in an aggregate principal amount not
exceeding $18,000,000, pursuant to the Subordinate Indenture is hereby approved.
Subject to Section 12 below, each 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 Subordinate 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 Officer's execution and delivery thereof).
Section 5.Appointment of Trustee and Escrow Agent. The appointment of
Wells Fargo Bank, National Association, as trustee (the "Trustee") under the Indenture
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RESOLUTION NO. FA-56
and as escrow agent (the "Escrow Agent") under the Escrow Agreement described in
Section 8 is hereby approved.
Section 6.Senior Loan Agreement. The Project Area No. 2 Loan
Agreement (2006 Senior Loans) (the "Senior Loan Agreement"), proposed to be entered
into by and among the Agency, the Authority and the Trustee, in the form presented at
this meeting and on file in the office of the Secretary, is hereby approved. Each
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 Senior Loan Agreement in
substantially said form, with such changes therein as the Authorized Officer executing
the same may approve (such approval to be conclusively evidenced by such Officer's
execution and delivery thereof).
Section 7.Subordinate Loan Agreement. The Project Area No. 2 Loan
Agreement (2006 Subordinate Loan) (the "Subordinate Loan Agreement"), proposed to
be entered into by and among the Agency, the Authority and the Trustee, in the form
presented at this meeting and on file in the office of the Secretary, is hereby approved.
Each 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 Subordinate Loan
Agreement in substantially said form, with such changes therein as the Authorized
Officer executing the same may approve (such approval to be conclusively evidenced
by such Officer's execution and delivery thereof).
Section 8.Escrow Agreement. The Escrow Agreement (Project Area No.
2) (the "Escrow Agreement"), proposed to be entered into by and among the Agency,
the Authority and the Escrow Agent, in the form presented to this meeting and on file in
the office of the Secretary, is hereby approved. Each 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 Escrow Agreement in substantially said form, with such
changes therein as the Authorized Officer executing the same may approve (such
approval to be conclusively evidenced by such officer's execution and delivery thereof.
Section 9. 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 Secretary, is hereby approved. Each
Authorized Officer, 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 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 Citigroup Global Markets Inc. (the "Underwriter") of copies of
the Preliminary Official Statement to potential purchasers of the Bonds is hereby
approved.
Section 10. Official Statement. Each Authorized Officer, 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 changes therein as such Authorized Officer may
approve (such approval to be conclusively evidenced by such Authorized Officer's
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RESOLUTION NO. FA-56
execution and delivery thereof). The distribution and use of the Official Statement by the
Underwriter in connection with the sale of the Bonds are hereby approved.
Section 11. Purchase Agreement. The form of the Bond Purchase
Agreement 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.
Subject to Section 12 below, each Authorized Officer, acting singly, is authorized and
directed, for and in the name and on behalf of the Authority, to execute and deliver the
Purchase Agreement in substantially said form, with such changes therein as the officer
executing the same may require or approve, including such matters as are authorized
by Section 12 hereof (such approval to be conclusively evidenced by such Authorized
Officer's execution and delivery thereof).
Section 12. Terms of Sale of Bonds. Each Authorized Officer, acting
singly, is hereby authorized and directed to act on behalf of the Authority to establish
and determine each of the following:
(a) the aggregate initial principal amount of each series of Bonds,
which amount (i) with respect to the Series 2006A Bonds shall not
exceed $46,000,000, (ii) with respect to the Series 2006B Bonds
shall not exceed $3,500,000, (iii) with respect to the Series 2006C
Bonds shall not exceed $8,500,000, and (iv) with respect to the
Subordinate Bonds shall not exceed $18,000,000;
(b) interest rates on the Bonds, provided that (i) the true interest cost
with respect to the Series 2006A Bonds shall not exceed 6.25
percent, (ii) the true interest cost with respect to the Series 2006B
Bonds shall not exceed 6.25 percent, (iii) the true interest cost with
respect to the Series 2006C Bonds shall not exceed 6.25 percent,
and (iv) the true interest cost with respect to the Subordinate Bonds
shall not exceed 6.25 percent;
(d) the Underwriter's compensation (i.e., underwriter's discount) with
respect to the sale of the Bonds, provided that such compensation
(i) with respect to the Series 2006A Bonds shall not exceed
one percent of the aggregate principal amount of the Series 2006A
Bonds, (ii) with respect to the Series 2006B Bonds shall not exceed
one percent of the aggregate initial principal amount of the Series
2006B Bonds, (iii) with respect to the Series 2006C Bonds shall not
exceed one percent of the aggregate principal amount of the Series
2006C Bonds, and (iv) with respect to the Subordinate Bonds shall
not exceed one percent of the aggregate initial principal amount of
the Subordinate Bonds; and
(e) such provisions as may be required by the terms of the bond
insurance, if any, or debt service reserve surety bond(s), if any,
purchased in connection with the issuance of the Bonds.
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RESOLUTION NO. FA-56
The authorization and powers delegated to such officer by this Section 12
shall be valid for a period of 120 days from the date of adoption of this Resolution.
Section 13. Resolution No. FA-52 and Resolution No. FA-54
Superseded. Upon adoption, this Resolution shall supersede Resolution No. FA-52 and
Resolution No. FA-54 in their entirety.
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 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 Senior Indenture,
the Senior Loan Agreement, the Subordinate Indenture, the Subordinate Loan
Agreement, the Escrow Agreement, the Purchase Agreement and the Official
Statement, and any such actions previously taken by such officers are hereby ratified
and confirmed.
Section 15. Effective Date. This Resolution shall take effect
immediately upon adoption.
APPROVED AND ADOPTED this 8th day of June 2006 by the following vote to wit:
AYES: BENSON, CRITES, KELLY, SPIEGEL, and FERGUSON
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
ATTEST:
HELLE D. KLASSE
SECRETARY
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