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RES FA-66RESOLUTION NO. FA-66 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A HOUSING BOND ESCROW AGREEMENT IN CONNECTION WITH THE REFUNDING OF BONDS PREVIOUSLY ISSUED BY THE AUTHORITY AND TAKING RELATED ACTIONS RECITALS: A. The former Palm Desert Redevelopment Agency (the "Former Agency") was a duly constituted redevelopment agency pursuant to provisions of the Community Redevelopment Law (the "Redevelopment Law") set forth in Section 33000 et seq. of the Health and Safety Code ("HSC") of the State of California (the "State"). B. The Former Agency undertook a program to redevelop four project areas. C. The Former Agency and the City of Palm Desert (the "City") executed and delivered a Joint Exercise of Powers Agreement, dated as of January 26, 1989 (the "Joint Powers Agreement"), which Joint Powers Agreement created and established the Palm Desert Financing Authority (the "Authority"). D. To finance and refinance affordable housing projects, the Former Agency entered into certain loan agreements, including the following (together, the "Loan Agreements"): (i) the 2002 Housing Project Loan Agreement, dated as of August 1, 2002, by and among the Former Agency, the Authority and BNY Western Trust Company (as succeeded by U.S. Bank National Association), as trustee, pursuant to which the Former Agency incurred a loan (the "2002 Loan"); and (ii) the 2007 Housing Project Loan Agreement, dated as of February 1, 2007, by and among the Former Agency, the Authority and Wells Fargo Bank, National Association (as succeeded by U.S. Bank National Association), as trustee, pursuant to which the Former Agency incurred a loan (the "2007 Loan," and together with the 2002 Loan, the "Agency Loans"). E. To provide funding for the Agency Loans, the Authority issued two series of bonds (the "Authority Bonds"): (i) Authority's Tax Allocation (Housing Set -Aside) Revenue Bonds, Series 2002, in the original principal amount of $12,400,000 (the "2002 Bonds"), pursuant to the Indenture of Trust, dated as of August 1, 2002 (the "2002 Indenture"), by and between the Authority and BNY Western Trust Company (as succeeded by U.S. Bank National Association), as trustee; and C''Cscrs'.gsanchcnAppData\LocahNticrosofl\Windows\Temporary Intcmet Files \Contcnt,Owkwk`.9XIILIHFC\Palm Desert SA - 2017 refunding - FA rest) approving housing cxrow dots RESOLUTION NO. FA-66 (ii) The Authority's Tax Allocation (Housing Set -Aside) Refunding Revenue Bonds, Series 2007, in the original principal amount of $86,155,000 (the "2007 Bonds"), pursuant to the Indenture of Trust, dated as of February 1, 2007 (the "2007 Indenture," and together with the 2002 Indenture, the "Prior Indentures"), by and between the Authority and Wells Fargo Bank, National Association (as succeeded by U.S. Bank National Association), as trustee. F. As of the date of this resolution, a portion of the principal amount of each Agency Loan and, correspondingly, an equivalent portion of the principal amount of each series of the Authority Bonds remain outstanding. G. Pursuant to AB X1 26 (enacted in June 2011), and the State Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, and the Successor Agency of the Palm Desert Redevelopment Agency (the "Successor Agency") was constituted. H. The Successor Agency has determined to issue bonds ("Refunding Bonds") pursuant to HSC 34177.5 and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Bond Law") to prepay the Agency Loans and cause a corresponding refunding of the Authority Bonds. I. In connection with the proposed refunding and defeasance of the Agency Loans and the Authority Bonds, there has been presented to the Authority, the form of a Housing Bonds Escrow Agreement, by and among the Authority, the Successor Agency and U.S. Bank National Association, as trustee and escrow agent (the "Escrow Agreement"). NOW, THEREFORE, THE AUTHORITY COMMISSION OF 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. Escrow Agreement. The Escrow Agreement, in the form on file in the office of the Authority Secretary, is hereby approved. Each of the 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 individually, is hereby authorized to execute and deliver, for and in the name of the Authority, the Escrow Agreement in substantially such form, with changes therein as the Authorized Officer may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. Other Acts. The members of this Authority Commission and the Authorized Officers, and all other officers of the Authority, are hereby authorized, jointly C:\l;sers\gsanchce\AppData,Locaf\Microsofl\Windows \Temporary Internet Files \Contcnt.Out look\9X}ILIHFCPaIm Desert SA - 2017 refunding - FA reso appmving housing escrow.docx RESOLUTION NO. FA-66 and severally, to execute and deliver any and all necessary documents and instruments and to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution and assist the Successor Agency with the refunding described herein and any such actions previously taken by such officers are hereby ratified and confirmed. AYES: NOES: APPROVED and ADOPTED this 13th day of October, 2016. HARNIK, JONATHAN, TANNER, WEBER, and SPIEGEL NONE ABSENT: NONE ABSTAIN: NONE ROBERT A. SPI GEL. ES ROBERT A. SPI GEL, ;RESIDENT ATTEST: L D. KLASSEN( SECRETARY PALM DESERT FINANCING AUTHORITY CPnUsers\gsanchen\AppData\Local\Sticrosoft\Windows\Temporary Internet Files\Content.Outlook \9XHLIHFC\Palm Desert SA - 2017 refunding - FA reso approving housing cscrow.docn RESOLUTION NO. FA-66 [This page has intentionally been left blank.]