RES FA-59RESOLUTION NO. FA-59
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. 1, AS AMENDED), 2007 SERIES A, 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 its Tax Allocation
Refunding Revenue Bonds (Project Area No. 1, As Amended), 2007 Series A (the
"Bonds") to be issued and secured pursuant to a certain Indenture (as defined below);
and
WHEREAS, the proceeds of the Bonds will be applied to make a loan (the
"Loan") to the Palm Desert Redevelopment Agency (the "Agency") pursuant to a certain
Loan Agreement (as defined below); and
WHEREAS, a portion of the proceeds of the Loan, together with other
available funds, will be used to effect the refunding of the Authority's Tax Allocation
Refunding Revenue Bonds (Project Area No. 1, As Amended), Series 1997, scheduled
to mature on April 1, 2008 and thereafter through April 1, 2018; and
WHEREAS, a portion of the proceeds of the Loan also will be used to
provide additional financing for certain public capital improvements of benefit to Project
Area No. 1, As Amended, of the Agency; 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, that the
issuance of the Bonds will result in significant public benefit;
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RESOLUTION NO. FA-59
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 Bonds; 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 and on file in the office of
the Secretary of the Authority (the "Secretary"), is hereby approved. The issuance of
the Bonds, in an aggregate principal amount not exceeding $36,000,000, pursuant to
the Indenture is hereby approved. Subject to Section 10 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 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. Appointment of Trustee and Escrow Agent. The
appointment of Wells Fargo Bank, National Association, as trustee (the "Trustee") under
the Indenture and as escrow agent (the "Escrow Agent") under the Escrow Agreement
described in Section 6 is hereby approved.
Section 5. Loan Agreement. The Project Area No. 1, As Amended,
Loan Agreement (the "Loan Agreement"), proposed to be entered into by and among
the Agency, the Authority and the Trustee, in the form presented 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 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 6. Escrow Agreement. The Escrow Agreement (Project
Area No. 1, As Amended), proposed to be entered into by and among the Agency, the
Authority and the Escrow Agent, in the form presented 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).
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RESOLUTION NO. FA-59
Section 7. Preliminary Official Statement. The Preliminary Official
Statement relating to the Bonds (the "Preliminary Official Statement"), in the form
presented 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 promulgated under the Securities and Exchange Act of
1934. The distribution by Stone & Youngberg LLC (the "Underwriter") of copies of the
Preliminary Official Statement to potential purchasers of the Bonds is hereby approved.
Section 8. Official Statement. Each Authorized Officer, acting
singly, is hereby authorized and directed 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 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 9. Purchase Agreement. The form of the Bond Purchase
Agreement (the "Purchase Agreement") as presented 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 10 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 10 hereof (such approval to be conclusively
evidenced by such Authorized Officer's execution and delivery thereof).
Section 10. 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: (a) the aggregate principal amount of the Bonds, which
amount shall not exceed $36,000,000; (b) interest rates on the Bonds, provided that the
true interest cost with respect to the Bonds shall not exceed 5.25 percent; (c) the
Underwriter's compensation (i.e., underwriter's discount) with respect to the sale of the
Bonds, provided that such compensation shall not exceed one percent of the aggregate
principal amount of the Bonds; and (d) 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. The authorization and powers delegated
to such officer by this Section 10 shall be valid for a period of 120 days from the date of
adoption of this Resolution.
Section 11. 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 Indenture, the
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RESOLUTION NO. FA-59
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 12. Effective Date. This Resolution shall take effect
immediately upon adoption.
APPROVED AND ADOPTED this 16th day of November 2006 by the
following vote, to wit:
AYES: BENSON, KELLY, SPIEGEL, and FERGUSON
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
JIM FERN, PAESIDENT
ATTEST:
CHELLE D. KLASSE , SECRETARY>
PALM DESERT FINANCING AUTHORITY
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