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HomeMy WebLinkAbout1/1/1991 - FA RESOLUTIONS RESOLUTION HU, 001 ' OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY, CITY OF PALM SPRINGS, CALIFORNIA, ADOPTING A PROCEDURAL RESOLUTION. WHEREAS the City Council and the Redevelopment Agency of the City of Palm Springs formed a Joint Powers Authority on February G, 1991 called the Palm Springs Financing Authority; and WHEREAS the Palm Springs Financing Authority desires to adopt procedures for conducting its business, Y' NOW THEREFORE the Board of Directors of the Authority does hereby resolve as follows: Section 1. Designation of Officers: The Mayor and Mayor Pro Tem shall serve as Chairman and Vice Chairman, respectively; the Director of Finance & Treasurer shall serve as Treasurer; and the City Clerk shall serve as the Secretary. Section 2. Authority Seal: The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority and any inscription as the Authority members may determine. Section 3. Regular Meetings: Regular meetings may be held on the same day and at the same hour as scheduled for the regular meetings of the City Council, and may be held in the normal meeting place of the City Council or in another place established by the members of the Authority. Section 4. Special Meetings: A Special Meeting may be called at any time by the Chairman or upon written request of three of the members of the Authority in the manner provided for in the Brown Act. Section 5. Buorum: A majority of the members of the Authority constitute a quorum for the purposes of conducting its business, exercising its powers, and for all other purposes. Section G. This Resolution shall take effect from and after its date of adoption. ADOPTED this Gth day of March 1991. AYES: Directors Broich, Hodges, Murawski , Neel and Chairman Bono HOES: None ABSENT: None ' ATTEST: THE CITY OF PALM SPRINGS FINANCING AUTHOR By Secretary Chairman REVIEWED & APPROVED 9B. RES RESOLUTION NO. 002 OF THE HOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY, CITY OF PALM SPRINGS, CALIFORNIA, PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF $ PRINCIPAL AMOUNT OF NOTES AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS the City of Palm Springs Financing Authority (the 'Authority') is a joint exercise of powers authority organized and existing under the laws of the State of California by the City of Palm Springs (the "City•) and the Redevelopment Agency of the City of Palm Springs (the 'Agency') with the authority to assist the City and the Agency in providing for the financing, acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City and the Agency, including but not limited to the acquisition of land for the benefit of the Palm Springs Regional Airport and the construction of improvements to the Palm Springs Regional Airport; and WHEREAS the Authority and the City will enter into an Installment Sale Agreement, dated as of March 1, 1990, whereby the City will sell certain land to the Authority and the Authority will resell said land to the City and the Authority will sell to the City certain improvements to the Airport (the "Project'), and the City will agree to purchase the Project from the Authority (the 'Installment Sale Agreement"); and WHEREAS, under the Installment Sale Agreement, the City is obligated to pay to the Authority or its assigns, 1991 Notes Installment Payments (as defined in the Installment Sale Agreement) for the purchase of the Project; and WHEREAS the City's obligation to make 1991 Notes Installment Payments under the Installment Sale Agreement is a special obligation of the City secured by a pledge of and a lien on Revenues (as defined in the Installment Sale Agreement) of the City and after the payment of Operation and Maintenance Costs (as defined in the Installment Sale Agreement) payable from the New Revenues (as defined in the Installment Sale Agreement) of the City or from amounts on deposit in the funds and accounts established under the Trust Agreement (hereinafter defined); and WHEREAS the Authority has been authorized to exercise the pavers of the Marks-Roos Local Bond Pooling Act of 1985 (Article 4 of Chapter 5 of Division 7 of Title 1, commencing at Section 6584 of the Government Code of the State of California) (the "Act'); and WHEREAS the Authority desires to issue revenue bond anticipation notes pursuant to the Act to obtain the moneys to perform the Authority's obligations under the Installment Sale Agreement; and WHEREAS the Trust Agreement dated as of March 1, 1991, among the Bank of America National Trust and Savings Association, as trustee (the 'Trustee'), the Authority and the City (the 'Trust Agreement") set forth the terms and conditions of the issuance of the notes; and ` Resolution No. 002 Page two WHEREAS the Authority will assign and transfer certain of its rights under the Installment Sale Agreement to the Trustee, pursuant to an Assignment Agreement between the Authority and the Trustee, dated as of March 1, 1990 (the "Assignment Agreement"); and WHEREAS the Authority desires to sell the notes to Seidler-Fitzgerald Public Finance (the "Underwriter") pursuant to a Purchase Agreement dated as of March 6, 1991 between the Authority and the Underwriter (the "Purchase Agreement"); and WHEREAS, to provide for the sale of the notes by the Underwriter, the Underwriter, on behalf of the Authority, has prepared and has distributed to prospective purchasers of the Notes a Preliminary Official Statement; and WHEREAS the Board of Directors desires to approve the Installment Sale Agreement, the Assignment Agreement, the Trust Agreement, the Purchase Agreement, the Preliminary Official Statement (the 'Financing Documents"); and any other agreements or documents necessary to issue the Notes; and WHEREAS there has been presented to this City Council at this meeting draft copies of the Financing Documents; NOW THEREFORE the Board of Directors of the Authority does hereby resolve as follows: ' Section 1. This Board of Directors hereby authorizes the issuance of an aggregate principal. amount of 9 of revenue bond anticipation notes to be designated "City of Palm Springs Financing Authority Palm Springs Regional Airport 1991 Revenue Bond Anticipation Notes" (the 'Notes') in accordance with the terms and provisions of the Trust Agreement. The purposes for which the proceeds of the Notes shall be expended are to finance the Project, to fund interest on the Notes to the maturity date of September 1, 1992, and to pay certain costs of issuance of the Notes. Section 2. The Installment Sale Agreement presented at this meeting is approved. The Chairman of the Board of Directors of the Authority (the 'Board') and the Secretary of the Authority are authorized and directed for an in the name of the Authority to execute and attest the Installment Sale Agreement. Section 3. The Trust Agreement and the Assignment Agreement relating to the Notes presented at this meeting are approved. The Chairman of the Board of Directors of the Authority (the 'Board") and the Secretary of the Authority are authorized and directed for and on behalf of the Authority to execute and attest said agreements. The Installment Sale Agreement, Trust - Agreement and Assignment Agreement may be modified to include the installment payment schedule based on the interest rate received and to reflect such other charges consistent with the financing hereby approved. Section 4. The Purchase Agreement presented at this meeting and the sale of the Notes pursuant to the terms set forth therein are approved. The Chairman of the Board and the Secretary of the Authority are authorized and directed for and on behalf of the Authority to execute the Purchase Agreement. Resolution No. 002 Page three Section 5. The Preliminary Official Statement presented at this meeting is hereby approved and the distribution of said Preliminary Official Statement to prospective purchasers of the Notes is approved and ratified. The Director of Aviation of the City and Bond Counsel to the Authority may make such changer, in the Preliminary Official Statement considered necessary to make the Preliminary Official Statement final as of iLs dale, except for the omission of certain information, as permitted by Section 240. 15c2-12(b)(1) of Title 17 of the Code of Federal Regulations. The Director of Aviation of the City it authorized and directed to execute and deliver the final Official Statement in accordance with the Purchase AyreemonL in substantially the form hereby approved, with such additions thereto and changes therein as re recommended or approved by Bond Counsel to the Authority and approved by the Director of Aviation of the City, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The Chairman of the Board of the Authority and each and every officer thereof is authorized and directed, jointly and severally, to do any and all things and to execute and delivery any and all documents which they may deem necessary and advisable in order to consummate the sale and delivery of the Notes and otherwise effectuate the purposes of this Resolution. Section 7. This Resolution shall take effect from and after its date of adoption. ADOPTED this Gth day of March 1991. AYE,: Director Broich, Hodges, Murawski , Neel and Chairman Bono NOES: None ABSENT: None ATTEST: THE CITY OF PALM SPRINGS FINANCING AUTHOR By (.� Secretary Chairman _ REVIEWED & APPROVED 97.RES RESOLUTION NO. 003 RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING AND DIRECTING TH3 $ 51,000,OOOv00 PRINCIPAL AMOUNT REVENUE (LEASE PAYMENTS) BONDS, ' 1991 SERIES A (CONVENTION CENTER PROJECT) (NOT TO EXCEED) , APPROVING PRELIMINARY OFFICIAL STATEMENT AND DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENTS, AUTHOR- IZING EXECUTION AND DELIVERY OF OFFICIAL STATEMENT, TRUST AGREEMENT, SITE LEASE AGREEMENT, LEASE AGREEMENT, ASSIGNMENT AGREEMENT, AGENCY AGREEMENT, BOND PUR- CHASE AGREEMENT, ESCROW DEPOSIT AGREE- MENT, DISCHARGE OF SUBLEASE AGREEMENT, AND DISCHARGE OF SITE AND FACILITIES SUBLEASE, AUTHORIZING THE SALE OF THE BONDS ON CERTAIN TERMS AND CONDITIONS, AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, $35, 000, 000 aggregate principal amount of initial 1985 Certificates of Participation (Convention Center Project) (the 111985 Certificates of Participation") were sold and delivered on December 30, 1985; and WHEREAS, it was economically desirable that the 1985 ' Certificates of Participation be advance refunded with the proceeds of the City of Palm Springs 1988 Refunding Certifi- cates of Participation (Convention Center Project) (the 111988 Certificates of Participation") ; and WHEREAS, it is now desirable that the 1988 Certificates be advance refunded with a portion of the proceeds of the Revenue (Lease Payments) Bonds, 1991 Series A ("Series A Bonds") ; and WHEREAS, in connection with the marketing of the Series A Bonds, it is now necessary and desirable to approve the form of the Trust Agreement and related documents and the Preliminary Official Statement with respect to the Series A Bonds, and take certain other action with regard to the marketing of the Series A Bonds. NOW THEREFORE BEIT RESOLVED, by the City of Palm Springs Financing Authority, as follows: SECTION 1. That the form of Site and Facilities Lease Agree- ment, dated as of April 1, 1991, by and between the City of 1L Y �\ Palm Springs Financing Authority ("Authority") and the City of Palm Springs ("City") , a copy of each of which is on file with the Secretary of Authority, be and each is hereby approved in substantially the form presented to this meeting or with such changes as may be approved by the Chairperson or any Vice Chairperson, said Chairperson's or Vice Chair- person's execution thereof to constitute conclusive evidence of: said officer's approval of all changes from the form presented to this meeting, and the Chairperson or any Vice Chairperson of the Authority be and is hereby authorized, together or alone, to execute and deliver each of said Agree- ments. SECTION 2 . That the form of Lease Agreement Relating to Convention Center Facilities, dated as of April 1, 1991, by and between Authority and City, a copy of which is on file with the Secretary of Authority, be and is hereby is approved in substantially the form presented to this meeting or with such changes as may be approved by the Chairperson or any Vice Chairperson of Authority, said Chairperson's or vice Chairperson's execution thereof to constitute conclusive evidence of said officer's approval of all changes from the form presented to this meeting, and the Chairperson or any Vice Chairperson of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 3 . That the form of Trust Agreement Relating to Convention Center Facilities, dated as of April 1, 1991, by and among First Interstate Bank of California, as trustee (the "Trustee") , Authority and City, a copy of which is on file with the Secretary of Authority, be and is hereby approved in substantially the form presented to this meeting or with such changes as may be approved by the Chairperson or any Vice Chairperson of Authority, said Chairperson's or Vice Chairperson's execution thereof to constitute conclusive evidence of said officer's approval of all changes from the form presented to this meeting, and the Chairperson or any Vice Chairperson of Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 4 . That the form of Agency Agreement Relating to Convention Center Facilities, dated as of April 1, 1991, by and between Authority and City, a copy of which is on file with the Secretary of Authority, be and is hereby approved in substantially the form presented to this meeting or with such changes as may be approved by the Chairperson or any Vice Chairperson of Authority, said Chairperson's or Vice Chair- person's execution thereof to constitute conclusive evidence of said officer's approval of all changes from the form pre- sented to this meeting, and the Chairperson or any vice Chairperson of Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. -2- SECTION 5. That the form of Assignment Agreement Relating to convention Center Facilities, dated as of April 1, 1991, by and between Authority and Trustee, a copy of which is on file with Secretary of Authority, be and is hereby approved in substantially the form presented to this meeting or with such changes as may be approved by the Chairperson or any vice Chairperson of the Authority, said Chairperson's or Vice ' Chairperson's execution thereof to constitute conclusive evidence of said officer's approval of all changes from the form presented to this meeting, and the Chairperson or any vice Chairperson of the Authority be and hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 6. That the form of Escrow Deposit Agreement, dated as of April 1, 1991, by and between First Interstate Bank of California as Escrow Agent, Authority and City, a copy of which is on file with the Secretary of Authority, be and is hereby approved in substantially the form presented to this meeting, or with such changes as may be approved by the Chairperson or any Vice Chairperson of Authority, said Chair- person's or Vice Chairperson's execution thereof to consti- tute conclusive evidence of said officer's approval of all changes from the form presented to this meeting, and the Chairperson or any Vice Chairperson of Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 7. That the form of Termination of Sublease Agreement Relating to Convention Center Facilities, dated as of April 1, 1991, by and between the City of Palm Springs Public Facilities Corporation ("PFC") and City, a copy of which is on file with the Secretary of Authority, be and is ' hereby is approved in substantially the form presented to this meeting or with such changes as may be approved by the Chairperson or any Vice Chairperson of Authority, said Chair- person's or Vice Chairperson's execution thereof to consti- tute conclusive evidence of said officer's approval of all changes from the form presented to this meeting, and the Chairperson or any Vice Chairperson of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION S. That the fon�A of Termination of Site and Facilities Sublease Relating to Convention Center Facilities, dated as of April 1, 1991, by and between PFC and City, a copy of which is on file with the secretary of Authority, be and is hereby approved in substantially the form presented to this meeting or with such changes as may be approved by the Chairperson or any Vice Chairperson of Authority, said Chair- person's or Vice Chairperson's execution thereof to consti- tute conclusive evidence of said officer's approval of all changes from the form presented to this meeting, and the Chairperson or any Vice Chairperson of Authority be and is -3- { J hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 9. That the form of Contract of Purchase relating to the purchase of the Series A Bonds by Stone & Youngberg, a copy of which is on file witki the Secretary of Authority, be and is hereby approved in the form presented to this meeting, or with such changes as may be approved by the Chairperson or any Vice Chairperson of Authority or Treasurer, said Chair- person's and Vice Chairperson's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all changes from the form presented to this meet- ing, and the Chairperson or any Vice Chairperson or Treasurer of Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement and to insert in each of the aforesaid Agreement the dollar amount which reflects the provisions of said Contract of Purchase. Provided, however, that (1) the aggregate principal amount of the Series A Bonds shall not exceed $ 51,000,000.00; and (2) the Authority shall have received from Stone & Youngberg, prior to the sale of the Series A Bonds, its written confirmation that the Series A Bonds will have a net interest cost (computed on the face amount thereof without discount) of not more than 7 . 50%, with an initial underwriter's discount of no more than 1.75%. SECTION 10. That the Preliminary official Statement, in the form attached hereto, and the distribution thereof, are hereby ratified, confirmed and approved, with such changes, modifications, insertions and deletions as may be approved by Special Counsel to the Authority. A final official Statement shall be prepared and is hereby approved for use with respect to the marketing of the Series A Bonds and shall be substan- tially in the form of the Preliminary Official Statement, with such changes, modifications, insertions and deletions as may be approved by Special Counsel to the Authority. SECTION 11. That the Chairperson, Vice Chairperson, Secretary,- Treasurer and Executive Director and other authorized officers of Authority be and are hereby each authorized to execute and deliver such certificates, requests, statements, agreements and other documents and to take such other action as may be necessary to consummate the transactions contemplated by each aforesaid Agreement. SECTION 12 . This resolution shall take effect and be enforceable immediately upon its adoption. -4- ADOPTED THIS 12th day of March , 1991. AYES: Directors Broich, Hodges, Hurawski , Neel and Chairman Bono NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA �—/Secretary / C airperson REVIEWED & APPROVED 5/124/014084-0030/018 -5- > RESOLUTION NO. 004 OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY, CITY OF PALM SPRINGS, CALIFORNIA, APPROVING AND AUTHORIZING THE SUPPLEMENTAL LEASE AGREEMENT NO. 1 . NOW THEREFORE BE IT RESOLVED, by the City of Palm Springs Financing Authority, as follows: Section 1 . That the form of the Supplemental Lease Agreement No. 1 Relating to Convention Center Facilities, dated as of April 1 , 1991 , by and between Authority and City, a copy of which is on file with the Secretary of Authority, be and is hereby is approved in substantially the form presented to this meeting or with such changes as may be approved by the Chairman or any Vice Chairman of Authority, said Chairman's or Vice Chairman's execution thereof to constitute conclusive evidence of said officer's approval of all changes from the form presented to this meeting, and the Chairman or any Vice Chaiman of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. Section 2. This Resolution shall take effect and be enforceable immediately upon its adoption. Adopted this _9th day of April 19 91 . AYES: Councilmembers Hodges, Murawski , Neel and Mayor pro tem Broich NOES: None ABSENT: Mayor Bono ATTEST: CITY OF PALM SPRINGS FINANCING AUTHORITY, CALIFORNIA By ". Secretary Chairman REVIEWED & APPROVED RESOLUTION NO. 005 OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY ( "AUTHORITY") AUTHORIZING AND DIRECTING THE NOTICE OF SALE OF THE RUTEOLI TY KIOT TO EIECEED $20,000,000 PRINCIPAL AMOUNT OF THE REVENUE (TAX ALLOCATION) BONDS, 1991 SERIES B (AGENCY LOANS) (THE "BONDS") , APPROVING NOTICE INVITING BIDS FOR SUCH BONDS, APPROVING DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING OTHER OFFICIAL ACTIONS AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the Authority intends to authorize by resolution the issuance by the Authority of the Bonds and it is desirable that the Bonds be offered for public sale at this time: NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF PALM SPRINGS FINANCE AUTHORITY as follows: Section 1. August 22, 1991, at the hour of 11:00 a.m. (Pacific Daylight Savings Time) is hereby fixed as the time, and the offices of Merrill Corporation, One Bunker Hill, 601 West 5th Street, Suite 240, Los Angeles, California 90071, is hereby fixed as the place at which bids will be received for the purchase of the Bonds, as described in and subject to the terms and conditions of the Notice Inviting ' Bids. The Bonds shall be awarded to the bidder who submits the bids for the bonds which results in the lowest net interest cost to the Authority to be determined in accordance with the hereinafter described Notice Inviting Bids. Section 2. The Secretary of the Authority is hereby authorized and directed to publish the Notice Inviting Bids one time no later than August 16, 1991, in the Desert Sun, an official newspaper of the City of Palm Springs, or such other newspaper selected by the Secretary. Such Notice shall be substantially in the form as on file with the Secretary, provided that the Secretary shall cause such Notice to set forth such amendments and modifications as shall be necessary to cause the Notice to conform to the terms of the Bonds ( including any appropriate modifications of the total principal amount thereof and the annual principal payments thereon) as such terms shall be set forth in the Preliminary Official Statement approved and distributed pursuant to the provisions of Section 5 of this Resolution. Section 3. The Secretary shall cause a copy of a Notice of Intention to sell Bonds to be published on or before August 7, 1991, in The Bond Buyer , a financial publication generally circulated throughout the State. The publication of such notice, being substantially in the following form, is hereby approved and ratified: NOTICE OF INTENTION Not to Exceed $20,000,000 CITY OF PALM SPRINGS FINANCING AUTHORITY, REVENUE (TAX ALLOCATION) BONDS, 1991 SERIES B NOTICE IS HEREBY GIVEN, pursuant to California Government Code Section 53692 and California Health and Safety Code Section 34355, that the City of Palm Springs Financing Authority, intends to sell not to exceed $20,000,000 principal amount of the City of Palm Springs Financing Authority, Revenue (Tax Allocation) Bonds, 1991 Series B, at public sale. Bids will be received on Thursday, August 22, 1991 at 11: 00 a.m. (Pacific Daylight Savings Time) , at the offices of Merrill Corporation, One Bunker Hill, 601 West 5th Street, Suite 240, Los Angeles, California 90071. The Notice Inviting Bids and Preliminary Official Statement pertaining to the Bonds are being prepared and may be obtained from Rod Gunn Associates, Inc. , 3010 Old Ranch Parkway, Suite 330, Seal Beach, California 90740, telephone ( 213) 598-7677 . Dated: 1991 Robert Parkins, Executive Director, City of Palm Springs Financing Authority Section 4. The Financing Consultant of the Authority has, pursuant to Section 8855 of the California Government Code, caused a notice of the Authority' s intent to sell the Bonds to be given to the California Debt Advisory Commission, such notice being substantially in the form required by the Commission and such notice being hereby approved and ratified. -2- Section 5. The Preliminary Official Statement relating to the Bonds, prepared by Rod Gunn Associates, Inc. , Financing Consultants to the Authority, is approved for distribution by Rod Gunn Associates, Inc. , to municipal bond broker- dealers, to banking institutions and to members of the general public who may be interested in purchasing the Bonds. The Executive Director is authorized to approve the amendment of the Preliminary Official Statement, from time to time, pending distribution of the Preliminary Official Statement as shall be required to cause such Preliminary Official Statement to contain any further information necessary to accurately describe the Bonds and the Authority' s Executive Director is authorized to deem final the Preliminary Official Statement as of its date for the purpose of Rule ( 5) (c) ( 2-12) under the Securities Exchange Act of 1934 as amended. The final Official Statement relating to the Bonds shall be submitted to the Executive Director of the Authority for approval . Section 6. For purposes of implementation of the proceedings and the issuance, sale and delivery of the Bonds, the engagement of the Authority' s Financing Consultant and Rutan & Tucker, as the Authority' s Special Counsel/Bond Counsel, are hereby approved, ' compensation for their respective services to be in the amount customary for such services and as authorized for payment upon delivery of the Bonds to the Purchaser . Section 7 . This Resolution shall become effective immediately upon adoption. ADOPTED this 31st day of Su1vo 1991 : AYES: MEMBERS Broich, Murawski , Neel and Mayor Bono NOES: MEMBERS Hodges ABSENT: MEMBERS None ATTEST: CITY OF PALM SPRINGS, I -, CALIFORNIA By (�- _ � "~ Seb-retary l ` By Chairperson Reviewed and Approved 7/124/014084-0046/006 -3- RESOLUTION NO. 006 OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING EXECUTION AND DELIVERY OF OFFICIAL STATEMENT, INDENTURE OF TRUST, A LOAN AGREEMENT, AUTHORIZING THE SALE OF THE CITY OF PALM SPRING'' REVENUE (TAX ALLOCATION) BONDS, 1991 SERIES B (AGENCY LOANS) (THE "BONDS" ) ON CERTAIN TERMS AND CONDITIONS AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Palm Springs (the "City" ) and the Redevelopment Agency of the City of Palm Springs ( the "Agency" ) have heretofore entered into a Joint Exercise of Powers Agreement , pursuant to Section 6500 et seg. of the Government Code, establishing the City of Palm Springs Financing Authority ( the "Authority" ) for the purpose of issuing its bonds to provide financial assistance to the City and the Agency; and WHEREAS, the Authority intends to authorize by a trust indenture the issuance by the Authority of its Bonds, all in the principal amount of not to exceed $20,000,000; and WHEREAS, proceeds of the Bonds will be used ( i) to make loans to the Agency to enable the Agency to repay certain obligations of the Agency and to finance public improvements in or of benefit to certain redevelopment projects; ( ii) to establish reserve accounts; ( iii) to pay a portion of the costs of issuing the Bonds; and WHEREAS, it is desirable that the Bonds be offered for public sale at this time; and WHEREAS, the Authority will cause bids to be received pursuant to the terms of a Notice Inviting Bids ( the "Notice Inviting Bids" ) for the purchase of Bonds; and WHEREAS, the Authority ' s Financing Consultant with respect to the Bonds, Rod Gunn Associates, Inc. ( the "Financing Consultant" ) , has or will prepare a Preliminary official Statement and official Statement for the Bonds to be submitted to the Authority for approval and the Authority' s Bond Counsel, Rutan & Tucker, has caused a Loan Agreement, and a form of Indenture of Trust to be submitted to the Authority for approval, and the Authority now desires to approve and authorize execution of said documents; WHEREAS, there has been presented to the Board of Directors of City of Palm Springs Financing Authority ( "Authority" ) for approval the following documents: ( 1) "Loan Agreement No. 1. , " dated as of September 1, 1991, by and among the Agency, a trustee, ' to be determined, ( "Trustee" ) and the Authority ( "Loan Agreement" ) ; and ( 2) "Indenture of Trust, " dated as of September 1 , 1991, by and between the Authority and the Trustee ( "Indenture" ) ; WHEREAS, the Authority desires to authorize the sale of the Bonds upon the terms and conditions hereinafter set forth; NOW, THEREFORE, the City of Palm Springs Financing Authority does hereby resolve and declare as follows: Section 1. Sale and Award Authorized; The Executive Director of the Authority is hereby authorized and directed for and on behalf of the Authority to award sale of the Bonds within 48 hours of the receipt of bids to the responsible bidders offering the lowest net interest cost to the Authority, all as determined by the Executive Director , in consultation with the Authority' s Financing Consultant, with the right being reserved to reject any and all bids; provided that the aggregate principal amount of the Bonds shall not exceed Twenty Million Dollars ($20,000,000) and the stated interest rate for any maturity of Bonds may not exceed twelve percent (12%) per annum, and the initial purchaser ' s discount may not exceed the amounts specified in the Notice Inviting Bids. Section 2 . Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Bonds shall be as specified in the Notice Inviting Bids, including such modifications thereto as permitted pursuant thereto. Section 3. Official Statement Authorized. The Authority has approved the', preparation of Preliminary Official Statement ( the "Preliminary Official Statement" ) by the Financing Consultant and has authorized its distribution in connection with the sale of the Bonds. The Executive Director is authorized to approve the Preliminary Official Statement and amendment of the Preliminary Official Statement from time to time, pending distribution of the -2- Preliminary official Statement, as shall be required to cause the Preliminary Official Statement to contain any further information necessary to accurately describe the Bonds . The form of final Official Statement relating to the Bonds shall be submitted to the Executive Director of the Authority for his approval prior to its use. Section 4. Furnishing of Notice Inviting Bids and Preliminary Official Statement . The Secretary of the Authority and the Financing Consultant are hereby authorized and directed to cause to be furnished to prospective bidders a reasonable number of copies of the Notice Inviting Bids ( including the Bid Form) and a reasonable number of copies of the Preliminary Official Statements and Official Statement . Section 5 . Issuance and Sale of Bonds. Pursuant to the Indenture, the Bonds in an aggregate principal amount not to exceed Twenty Million Dollars ($20,000,000) are hereby authorized to be issued and sold. The Bonds shall be executed by the manual or facsimile signature of the Chairperson or Executive Director, the seal or facsimile of the seal of the Authority shall be reproduced thereon and attested by the manual or facsimile signature of the Secretary, in the form set forth in and otherwise in accordance with the Indenture. Section 6 . Preliminary Official Statement and Official Statement . The Chairperson or Executive Director or Assistant Executive Director is hereby directed to execute and deliver , for and in the name and on behalf of the Authority, the final Official Statements in the form of the Preliminary Official Statements as amended, together with such amendments and supplements thereto as shall be necessary or convenient to accurately describe the Bonds in accordance with this Resolution, the Indenture, the Notice Inviting Bids, the accepted proposal of the Purchaser and the other related agreements and documents. Section 7 . Approval of Indenture. The proposed form of Indenture, in substantially the form on file with the Secretary, with any amendments approved by the Executive Director, is hereby approved. The Chairperson or Executive Director or Assistant Executive Director is hereby authorized and directed to execute and -3- deliver, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the Indenture in substantially said form, with such additions thereto or changes therein as are approved by the Executive Director upon consultation with ' Bond Counsel and the Authority's Financing Consultant, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Indenture by the Chairperson or Executive Director or Assistant Executive Director . Section 8. Approval of Loans and Loan Agreement . The Authority hereby authorizes and approves the Loans to be made to the Agency by the Authority from the proceeds of the Bonds pursuant to and in accordance with the terms of the Loan Agreement. The Authority hereby approves the Loan Agreement in substantially the form on file with the Secretary together with any additions thereto or changes therein ( including but not limited to the principal amounts of the Loans) deemed necessary or advisable by the Authority' s Executive Director or Assistant Executive Director whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Chairperson or Executive Director or Assistant Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Loan Agreement for and in the name and on behalf of the Authority. The Authority hereby authorizes the delivery and performance of the Loan Agreement . Section 9 . Delivery of the Bonds. The Bonds shall be delivered to the Purchaser( s) upon compliance with the terms and conditions set forth in the Notice Inviting Bids . The Chairperson, the Executive Director, Assistant Executive Director , the Secretary and other proper officers of the Authority are hereby authorized and directed to deliver any and all documents and instruments, to authorize the payment of Costs of Issuance (as defined and provided in the Indenture) and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Purchaser . -4- Section 10. Official Action. The Chairperson, the Vice- Chairperson, the Treasurer, the Executive Director, the Assistant Executive Director, the Secretary, the Authority Counsel and Special Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all Escrow Agreements, assignments, certificates, requisitions, agreements , notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable by Bond Counsel in order to consummate the lawful issuance and sale of the Bonds, the execution and delivery of the Loan Agreement and the Indenture, and the making of the Loans as described herein. ADOPTED THIS 31st day of July, 1991. AYES: MEMBERS Broich, Murawski , Neel and Chairman Bono NOES: MEMBERS Hodges ABSENT: MEMBERS None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA � ( ` B \Secretary Chairperson Reviewed and Approved -5- RESOLUTION NO. 007 OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY APPROV 114'G LEASE AGREEMENT, TRUST AGREEMENT, AGENCY AGREEMENT, ASSIGNMENT AGREEMENT, OFFICIAL NOTICE OF SALE, PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING APPROVAL OF OFFICIAL STATEMENT AND AWARD OF 1991 CERTIFICATES OF PARTICIPATION (MUNICIPAL GOLF COURSE EXPANSION PROJECT. ) WHEREAS, there has been presented to the Board of Directors of the City of Palm Springs Financing Authority for approval the following documents: (1) A Lease Agreement, dated as of October 1, 1991, by and between the City of Palm Springs Financing Authority ( the "Authority" ) and the City of Palm Springs ( "City" ) (hereinafter referred to as the "Lease Agreement" ) ; and ( 2) An Agency Agreement dated as of October 1, 1991 by and between the City and Authority (hereinafter referred to as "Agency Agreement" ) ; and ( 3) A Trust Agreement dated as of October 1, 1991, among the City, the Authority and First Interstate Bank , Ltd. ( the "Trustee" ) ( the "Trust Agreement" ) . ' ( 4) An Assignment Agreement dated as of October 1 , 1991 between the Authority and the Trustee ( the "Assignment Agreement" ) . ( 5) A Site and Facilities Lease dated as of October 1, 1991 between the City and the Authority (the "Site Lease" ) . WHEREAS, the Lease Agreement, Agency Agreement, Assignment Agreement, Site Lease and Trust Agreement are necessary to carry out the financing of the acquisition and construction of the Project; and NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Lease Agreement, Agency Agreement, Assignment Agreement, Site Lease and Trust Agreement are hereby approved and the Chairperson, the Vice-Chairperson, the Executive Director, the Assistant Executive Director or their designee are hereby authorized and directed to, execute, attest and deliver the Lease Agreement, Agency 1 Agreement, Assignment Agreement, Site Lease and Trust Agreement in the name of and on behalf of the City in substantially the form and content on file with the City Clerk with such amendments, modifications, additions and deletions therein as shall be deemed necessary, desirable or appropriate by the City Manager in consultation with the Special Counsel, including the date thereof . Section 2 . A Certificate Purchase Agreement relating to the purchase of the Series A Bonds by Stone & Youngberg, a copy of which will be on file with the Secretary of the Authority, be and is hereby approved, or with such changes as may be approved by the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority, said execution thereof to constitute conclusive evidence of said officer ' s approval of all changes from the form presented to this meeting, and the Chairperson or any Vice Chairperson or Executive Director or Treasurer of Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement and to insert in each of the aforesaid Agreements the dollar amount which reflects the provisions of said Contract of Purchase. Provided, however, that ( 1) the aggregate principal amount of the 1991 Certificates shall not exceed $20,000, 000 ; and ( 2) the Authority shall have received from Stone & Youngberg, prior to the sale of the 1991 Certificates its written confirmation that the 1991 Certificates will have a net interest cost (computed on the face amount thereof without discount) of not more than 8 . 50%, with an initial underwriter ' s discount of no more than 2.00% . Section 3 . The issuance of the 1991 Certificates by the City are hereby approved. Section 4. The Chairperson, Vice-Chairperson, Secretary, the Executive Director, the Assistant Executive Director , their designees, or other appropriate officers of the Authority are hereby authorized to execute and deliver for and on behalf of the Authority any and all additional escrow agreements, agreements, certificates, documents, opinions or other papers and perform all other acts as they may deem necessary or appropriate in order to -2- 1 implement and carry out the intent and purposes of this resolution. ADOPTED this 31st day of July, 1991: AYES: Members Broich, Hodges, Hurawski, Neel and Chairman Bono NOES : None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA pp �j By Secretary Chairman Reviewed & Approved 1 -3- RESOLUTION NO. 008 OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING THE CITY OF PALM SPRINGS FINANCING AUTHORITY ("PUBLIC AGENCY") TO JOIN WITH OTHER PUBLIC AGENCIES AS A PARTICIPANT OF THE CALIFORNIA ARBITRAGE MANAGEMENT TRUST AND TO INVEST IN SHARES OF THE TRUST AND IN INDIVIDUAL PORTFOLIOS. WHEREAS, Section 6502 of Title 1 , Division 7, Chapter 5 of the Government Code of the State of California (the "Joint Exercise of Powers Act") provides that, if authorized by their legislative or other governing bodies, two or more public agencies by agreement may jointly exercise any power common to the contracting parties; and WHEREAS, Under Section 6500 of the Joint Exercise of Powers Act a "public agency" includes but is not limited to any California county, county board of education, county superintendent of schools, city, city and county, public corporation, public district, regional transportation commission or state department or agency; and WHEREAS, public agencies which constitute local agencies, as that term is defined in Section 53630 of Title 5, Division 2, Part 1 , Chapter 4, Article 2 of the Government Code of the State of California, are authorized pursuant to Section 53635 thereof to invest all money belonging to, or in the custody of, the local agency in certain specified investments; and WHEREAS, the California Arbitrage Management Trust (the "Trust") was established, pursuant to and in accordance with the Joint Exercise of Powers Act, by a Declaration of Trust, made as of December 15, 1989 (the "Declaration of Trust") by Monterey Peninsula Water Management District and Placer County, as the initial Participants, as a vehicle for public agencies to jointly exercise their common power to invest bond proceeds, and to secure related record keeping, custodial and Federal arbitrage rebate calculation services; and WHEREAS, pursuant to and in accordance with the Joint Exercise of Powers Act, the Public Agency desires to join the other public agencies which are or will be Participants of the Trust by adopting and executing the Declaration of Trust, a form which has been presented to this meeting; and WHEREAS, the Public Agency is a public agency as that term is defined in the Joint Exercise of Powers Act; and WHEREAS, there has been presented to this meeting an Information Statement describing the Trust and the Individual Portfolios to be managed by the Investment Adviser to the Trust (the "Information Statement") ; NOW THEREFORE BE IT RESOLVED by the Board of Directors ofthe City of Palm Springs Financing Authorityaas follows: SECTION 1 . Public Agency shall join with other public agencies pursuant to and in accordance with the Joint Exercise of Powers Act by executing the Declaration of Trust and thereby becoming a Participant in the Trust, which Declaration of Trust is hereby approved and adopted. A copy of the Declaration of Trust shall be filed with the minutes of the meeting at which this Resolution was adopted. The Executive Director of the City of Palm Springs Financing Authority is hereby authorized to execute, and the lerk is hereby authorized to attest and deliver, the Declaration of Trust, in substantially the form presented at this meeting. Xd-- Res. No. 008 Page 2 SECTION 2. The Public Agency is hereby authorized to purchase shares 'in the Trust from time to time with available bond proceeds of the Public Agency, and to redeem some or all of those shares from time to time as such proceeds are needed for the purposes for which such bonds were issued. SECTION 3. The Public Agency is hereby authorized to invest available bond proceeds of the Public Agency from time to time in one or more Individual Portfolios managed by the Investment Adviser to the Trust and described in the Information Statement. SECTION 4. The appropriate officers, agents and employees of Public Agency are hereby authorized and directed in the name and on behalf of Public Agency to take all actions and to make and execute any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they, or any of them, might deem necessary or appropriate in order to accomplish the purposes of this Resolution. SECTION 5. This Resolution shall take effect at the earliest date permitted by law. Adopted this 2nd day of October 1991 . AYES: Directors Broich, Hodges, Murawski and Neel NOES: None ' ABSENT: Chairman Bono ATTEST: CITY OF PALM SPRINGS FINANCING AUTH�iORI�TY `Secretary Chairma REVIEWED & APPROVED Final RESOLUTION NO. 009 OF' THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY, PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF 16. 5 MILLION PRINCIPAL AMOUNT OF BONDS AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH- - - - - - - WHEREAS the City of Palm Springs Financing Authority ( the "Authority" ) is a joint exercise of powers authority organized and existing under the laws of the State of California by the City of Palm Springs (the "City" ) and the Redevelopment Agency of the City of Palm Springs ( the "Agency" ) with the authority to assist the City and the Agency in providing for the financing, acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City and the Agency, including but not limited to the acquisition of land for the benefit of the Palm Springs Regional Airport and the acquisition and construction of improvements to the Palm Springs Regional Airport; and WHEREAS the Authority and the City will enter into a First Amended and Restated Installment Sale Agreement ( the "Installment Agreement" ) , dated as of August 1, 1992; and WHEREAS, under the Installment Sale Agreement, the City is obligated to pay to the Authority or its assigns, Installment Payments (as defined in the Installment Sale Agreement) for the purchase of the Project; and WHEREAS the Authority has been authorized to exercise the power of the Marks-Roos Local Bond Pooling Act of 1985 (Article 4 of Chapter 5 of Division 7 of Title 1, commencing at Section 6584 of the Government Code of the State of California) ( the "Act" ) ; and WHEREAS the Authority desires to issue its City of Palm Springs Financing Authority (Palm Springs Regional Airport) Airport Revenue Bonds, Series 1992 ( the "Bonds) pursuant to the Act in order to obtain the moneys to finance the Project and refund its 1991 Revenue Bond Anticipation Notes ( the "1991 Notes" ) ; and WHEREAS the Master Trust Indenture (the "Master Indenture" ) , dated as of August 1, 1992, by and between the Authority and First Interstate Bank of California, Ltd. ( the "Trustee" ) , and the First Supplemental Trust Indenture ( the "First Supplemental Indenture" ) , dated as of August 1, 1992, by and between the Authority and First Interstate Bank of California, Ltd. ( the "Trustee" ) , set forth the terms and conditions of the issuance of the Bonds; and Resolution No. 009 Page -2- WHEREAS the Authority desires to sell the Bonds to Goldman, Sachs & Co. ( the "Underwriter" ) pursuant to a Bond Purchase Agreement by and among the Authority, the City, and the Underwriter ( the "Purchase Agreement" ) ; and WHEREAS to provide for the sale of the Bonds to the public by the Underwriter , the Underwriter , on behalf of the Authority, has prepared a Preliminary Official Statement; and WHEREAS the Board of Directors desires to approve the Installment Sale Agreement, the Master Indenture, the First Supplemental Indenture, the Purchase Agreement, the Escrow Deposit and Trust Agreement, the Preliminary Official Statement ( the "Financing Documents" ) , and any other agreements or documents necessary to issue the Bonds; and WHEREAS there has been presented to this Board at this meeting draft copies of the Financing Documents; NOW THEREFORE the Board of Directors of the Authority does hereby resolve as follows : ' Section 1. This Board of Directors hereby authorizes the issuance of an aggregate principal amount of $ 16.5 Million of its Airport Revenue Bonds , Series 1992 to be designated "City of Palm Springs Financing Authority (Palm Springs Regional Airport) Airport Revenue Bonds, " Series 1992 in accordance with the terms and provisions of the Master Indenture and First Supplemental Indenture. The purposes for which the proceeds of the Bonds shall be expended are to finance the Project , to repay the 1991 Notes, and to pay certain costs of issuance of the Bonds . Section 2. The Installment Sale Agreement on file with the City Clerk is approved with such changes as may be approved by Bond Counsel. The Chairperson or President of the Board of Directors of the Authority, its Executive Director, its Assistant Executive Director, its Treasurer, and the Secretary of the Authority, or their designees, are authorized and directed for and in the name of the -2- Resolution No, 009 Page -3- Authority to execute and attest the Installment Sale Agreement. Section 3 . The Master Trust Indenture, by and between the Authority and First Interstate Bank of California, Ltd. , dated as of August 1, 1992 and the First Supplemental Trust Indenture , by and between the Authority and First Interstate Bank of California, Ltd. , dated as of August 1, 1992 relating to the Bonds on file with the City Clerk are approved with such changes as may be approved by Bond Counsel. The Chairperson or President of the Board of Directors of the Authority, its Executive Director, its Assistant Executive Director, its Treasurer , and the Secretary of the Authority, or their designees, are authorized and directed for and on behalf of the Authority to execute and attest said agreements. The Installment Sale Agreement, Master Trust Indenture, and First Supplemental Indenture may be modified, without limitation, to include the installment payment schedule based on the interest rate received and to reflect such other charges consistent with the financing and such other changes as may be approved by Bond Counsel and are hereby approved. Section 4 . The Purchase Agreement on file with the City Clerk and the sale of the Bonds pursuant to the terms set forth therein are approved with such changes as may be approved by Bond Counsel. The Chairperson or President of the Board, its Executive Director, its Assistant Executive Director , its Treasurer, and the Secretary of the Authority, or their designees, are authorized and directed for and on behalf of the Authority to execute the Purchase Agreement . The final form of the Purchase Agreement shall contain an Interest Rate on the Bonds no greater than 7.25 % , and an underwriter ' s discount on the banks no greater than 2 % , all to be approved by the Executive Director or the Treasurer with the consultation and advice of an independent -3- -. eq `a Resolution No. 009 Page -4- financial advisor to be selected by the Treasurer . Section 5 . The Preliminary Official Statement presented at this meeting is hereby approved and the distribution of said Preliminary Official Statement to prospective purchasers of the Bonds is approved with such changes as may be approved by Bond Counsel . The Director of Aviation of the City and Bond Counsel may make such changes in the Preliminary Official Statement considered necessary to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2-12 (b) (1) of Title 17 of the Code of Federal Regulations. The Director of Aviation of the City or the Executive Director of the Authority are authorized and directed to execute and deliver the final Official Statement in accordance with the Purchase Agreement in substantially the form of the Preliminary Official Statement hereby approved, with such additions thereto and changes therein as may be recommended or approved by Bond Counsel and the Executive Director of the Authority, such approval to be conclusively evidenced by the execution and delivery thereof_ . Section 6. The Escrow Deposit and Trust Agreement on file with the City Clerk is approved with such changes as may be approved by Bond Counsel. The Chairperson or President of the Board, its Executive Director , its Assistant Executive Director, its Treasurer, and the Secretary of the Authority, or their designees, are authorized and directed for and on behalf of the Authority to execute the Escrow Deposit and Trust Agreement. Section 7 . The Chairperson or President of the Board of the Authority and its Executive Director, its Assistant Executive Director, its Treasurer, its Secretary, or their designees, and each and every officer thereof is authorized and -4- Resolution No. 009 Page -5- directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary and advisable in order to consummate the sale and delivery of the Bonds and otherwise effectuate the purpose of this Resolution. Section 7 . This Resolution shall take effect from and after its date of adoption. ADOPTED this 15th day of July, 1992 AYES: Directors Hodges, Lyons, Reller, Schlendorf and Chairman Maryanov NOES: None ABSENT: None ATTEST: THE CITY OF PALM SPRINGS FINA NG AUTHORITY By: Secretary I Chairperson of the Board of Directors REVIEWED AND APPROVED �� 7/124/014084-0055/010 -5- RESOLUTION NO. 10 A RESOLUTION OF THE PALM SPRINGS PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF 1994 LOCAL AGENCY REVENUE BONDS, SERIES A AND SERIES B, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $20, 000, 000 AND $6, 000, 000, RESPECTIVELY, APPROVING THE EXECUTION OF AN AGREEMENT FOR THE PURCHASE OF LOCAL OBLIGATIONS OF THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Palm Springs (the "City" ) and the Redevelopment Agency of the City of Palm Springs (the "Agency" ) have heretofore entered into a Joint Exercise of Powers Agreement establishing the Palm Springs Public Financing Authority (the "Authority" ) for the purpose of issuing its bonds to be used to provide financing for capital improvements of the City and the Agency, and any other member entities which may be approved by the City and the Agency as members of the Authority; and WHEREAS, the Authority proposes for such purpose to authorize issuance of bonds pursuant to an Indenture of Trust (the "Master Indenture" ) by and between the Authority and Bank and Trust Company of California, N.A. (the "Trustee") in the maximum principal amount not to exceed $100, 000, 000 (the "Bonds" ) , the Bonds to be issued in series from time to time pursuant to supplemental indentures entered into by and between the Authority and Trustee; and WHEREAS, the Authority now proposes to enter into two additional supplemental indentures (the "First Supplemental Indenture" and the "Second Supplemental Indenture" ) to provide for the issuance not to exceed $20, 000 , 000 principal amount of Local Agency Revenue Bonds, 1994 Series A (the "Series A Bonds" ) , and the issuance not to exceed $6, 000, 000 principal amount of Local Agency Subordinated Revenue Bonds, 1994 Series B (the "Series B Bonds" ) ; and WHEREAS, the Bonds, including the Series A Bonds and the Series B Bonds, are to be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (the "Act" ) , constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State. of California; and WHEREAS, the Authority proposes to sell the Series A Bonds and the Series B Bonds at a competitive sale; and WHEREAS, Rod Gunn Associates, Inc . , as the financial consultant to the Authority (the "Financial Consultant" ) has caused to be prepared Official Statements describing the Series A Bonds and the Series B Bonds (the forms of which are on file with the Secretary) ; and FS2\124\014084-0074\2094755.1 05/03/94 RESOLUTION NO. 10 Page 2 WHEREAS, the Authority intends to use proceeds from the Series A Bonds and the Series B Bonds to purchase local obligations of the Agency, namely the Redevelopment Agency of the City of Palm Springs Tax Allocation Bonds 1994 Series A (the "Local Obligations" ) pursuant to a Commitment Agreement and Purchase Contract (the "Purchase Contract") to be entered into between the Authority and the Agency; and WHEREAS, the Series A Bonds will have a senior lien on the revenues of the Local Obligations and the Series B Bonds will have a junior lien on the revenues of the Local Obligations ; and WHEREAS, the Board of Directors of the Authority, with the aid of its staff, has reviewed the forms of the Master Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Purchase Contract and certain Escrow Agreements and transactions in the public interests for which the Authority has been established; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Palm Springs Public Financing Authority as follows : Section 1 . Recitals True and Correct . Each of the recitals stated above is true and correct . Section 2 . Findings and Determinations . Pursuant to the Act, the Board hereby finds and determines that the issuance of the Series A Bonds and the Series B Bonds will result in savings in effective interest rates, bond underwriting and bond issuance costs and thereby results in significant public benefits to the City and the Agency within the contemplation of Section 6586 of the Act . Section 3 . Issuance of Series A Bonds and Series B Bonds ; Approval of First Supplemental Indenture and Second Supplemental Indenture . The Board hereby authorizes the issuance of the Series A Bonds and the Series B Bonds under the authority of the Act and the Master Indenture, in the aggregate principal amounts not to exceed $20 , 000, 00 and $26 , 000, 000, respectively, pursuant to the First Supplemental Indenture and the Second Supplemental Indenture, respectively, -in substantially the forms on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Executive Director or Treasurer, whose execution thereof shall be conclusive evidence of his consent to such changes or additions . The Executive Director or Treasurer is hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and directed to attest the Master Indenture, the First Supplemental Indenture and the Second Supplemental Indenture for and in the name of the Authority. FS2\124\014084-0074\2094755.1 05/03/94 RESOLUTION NO. 10 Page 3 Section 4 . Execution of Series A Bonds and Series B Bonds . The Series A Bonds and the Series B Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the Chairman or Executive Director of the Authority, and the seal of the Authority, or a facsimile thereof, shall be impressed or imprinted thereon and attested with the manual or facsimile signature of the Secretary or Assistant Secretary of the Authority. Section 5 . Official Statements . The Authority approves distribution of the Preliminary Official Statements by the Financial Consultant in connection with the sale of the Series A Bonds and the Series B Bonds, and the Executive Director or Treasurer of the Authority are authorized to deem each of the Preliminary Official Statements "final, " pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule" ) . The form of the final Official Statements shall include such information permitted to be excluded from the preliminary Official Statements pursuant to the Rule . The Board hereby approves and authorizes the distribution of the final Official Statements by the Financial Consultant . The Executive Director or Treasurer is hereby authorized and directed to approve any changes in or additions to the final forms of said Official Statements, whose execution thereof shall be conclusive evidence of approval of any such changes and additions . The final Official Statements shall be executed in the name and on behalf of the Authority by the ' Executive Director or Treasurer, who are hereby authorized and directed to execute the final Official Statements on behalf of the Authority. Section 6 . Purchase of Local Obligations of the Agency. The Board hereby approves the purchase of the Local Obligations of the Agency pursuant to the Purchase Contract in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Executive Director or Treasurer, who shall execute and deliver the Purchase Contract in the name and on behalf of the Authority and whose execution thereof shall be conclusive evidence of approval of any such additions and changes . Section 7 . Executive Director Authorized to Establish Final terms of the Sale of the Series A Bonds and the Series B Bonds . The Executive Director, based on such advice of staff as he may deem necessary, is hereby authorized and directed to act on behalf of the Authority to establish and determine (i) the final principal amount of the Series A Bonds, which shall not exceed $20 , 000 , 000 , (ii) the final amounts of the various maturities and sinking fund payments of the Series A bonds, (iii) the final interest rates on the Series A Bonds, which rates shall not exceed FS2\1M014084-0074\2094755.1 05/03/94 RESOLUTION NO . 10 Page 4 eight percent (So) per annum for any maturity of the Series A Bonds, (iv) the Underwriter' s discount for the purchase of the Series A Bonds , which shall not exceed two percent (296) of the principal amount of the Series A Bonds, (v) the final principal amount of the Series B Bonds, which shall not exceed $6, 000, 000, (vi) the final amounts of the various maturities and sinking fund payments of the Series B Bonds, (vii) the final interest rates on the Series B Bonds, which rates shall not exceed eight percent (86) per annum for any maturity of the Series B Bonds, (viii) the Underwriter' s discount for the purchase of the Series B Bonds, which shall not exceed two percent (20) of the principal amount of the Series B Bonds . Section 8 . Appointment of Trustee . Bank of America National Trust and Savings Association, N.A. , Los Angeles, California, is hereby appointed as trustee for the Bonds and the Series A Bonds and the Series B Bonds under the First Supplemental Indenture and the Second Supplemental Indenture . Payment of principal and interest on the Series A Bonds and the Series B Bonds shall be made at the principal corporate trust offices of the Trustee . Section 9 . Sale Authorized; Time and Place for Bids . The sale of not to exceed Twenty Million Dollars ($20, 000 , 000) principal amount of the Series A Bonds, in accordance with law, is hereby authorized. June 13 , 1994 at the hour of 11 : 00 a.m. Pacific Daylight Savings Time, or such other time as the Executive Director or Assistant Executive Director may authorize, is hereby fixed as the time, and the offices of Merrill Corporation, 1330 West Pico Blvd. , Los Angeles, California 90015, is hereby fixed as the place at which bids will be received for the purchase of the Series A Bonds, as described in and subject to the terms and conditions of the Series A Official Notice of Sale hereinafter referred to. The Executive Director or Assistant Executive Director of the Authority is hereby authorized and directed for and on behalf of the Authority to award sale of the Series A Bonds within 48 hours of the receipt of bids to the responsible bidders offering the lowest net interest cost to the Authority, all as determined by the Executive Director or Assistant Executive Director, in consultation with the Authority' s Financing Consultant, with the right being reserved to reject any and all bids . Section 10 . Sale Authorized; Time and Place for Bids . The sale of not to exceed Six Million Dollars ($6, 000 , 000) principal amount of the Series B Bonds, in accordance with law, is hereby authorized. June 13 , 1994 at the hour of 11 : 00 a.m. Pacific Daylight Savings Time, or such other time as the Executive Director or Assistant Executive Director may authorize, is hereby fixed as the time, and the offices of Merrill Corporation, 1330 West Pico P52\124\014084-0074\2094755 1 05/03/94 RESOLUTION NO. 10 Page 5 Blvd. , Los Angeles, California 90015 , is hereby fixed as the place at which bids will be received for the purchase of the Series B Bonds, as described in and subject to the terms and conditions of the Series B Official Notice of Sale hereinafter referred to. The Executive Director or Assistant Executive Director of the Authority is hereby authorized and directed for and on behalf of the Authority to award sale of the Series B Bonds within 48 hours of the receipt of bids to the responsible bidders offering the lowest net interest cost to the Authority, all as determined by the Executive Director or Assistant Executive Director, in consultation with the Authority' s Financing Consultant, with the right being reserved to reject any and all bids . Section 11 . Official Notice of Sale. The invitation for bids for the purchase of the Bonds is hereby authorized, such invitation to be substantially in accordance with the Official Notices of Sale, which includes a bid form, all attached to and incorporated herein as Exhibit "A" and Exhibit "B" , with such changes and modifications as may be deemed appropriate or necessary by Authority staff and Bond Counsel, including the final principal amount of the Bonds, to cause the Notices of Sale to conform to the terms of the Bonds as such terms are set forth in the hereinafter referred to Preliminary Official Statements . Section 12 . Publication of Series A Notices of Sale . The Secretary of the Authority shall cause the Series A Notice of Sale, in its final form, to be published once in a newspaper published and of general circulation in the County of Riverside, California, on such date which is a date at least five (5 days prior to the day fixed for the receipt of bids . Section 13 . Publication of Series B Notices of Sale . The Secretary of the Authority shall cause the Series B Notice of Sale, in its final form, to be published once in a newspaper published and of general circulation in the County of Riverside, California, on such date which is a date at least five (5) days prior to the day fixed for the receipt of bids . Section 14 . Terms and Conditions of Sale . The terms and conditions of the offering and the sale of the Bonds shall be as specified in the Notices of Sales, including such modifications thereto as permitted herein. Section 15 . Publication of Series A Notice of Intention to Sell . The Secretary of the Authority shall cause a copy of a Series A Notice of Intention to Sell Bonds to be published once in the Bond Buyer, One State Street Plaza, New York, New York, substantially in the form on file with the Secretary with such changes and modifications as may be deemed appropriate and PS211241014084-U07412U94755.1 05/03/94 RESOLUTION NO . 10 Page 6 necessary by Authority staff and Bond Counsel to cause said Series A Notice of Intention to Sell Bonds to conform to the terms of the Series A Bonds as such terms are set forth in the Preliminary Official Statements . Such publication shall be on or before such date which is a date at least fifteen (15) days prior to the date fixed for the receipt of bids . Section 16 . Publication of Series B Notice of Intention to Sell . The Secretary of the Authority shall cause a copy of a Series B Notice of Intention to Sell Bonds to be published once in the Bond Buyer, One State Street Plaza, New York, New York, substantially in the form on file with the Secretary with such changes and modifications as may be deemed appropriate and necessary by Authority staff and Bond Counsel to cause said Series B Notice of Intention to Sell Bonds to conform to the terms of the Series B Bonds as such terms are set forth in the Preliminary Official Statements . Such publication shall be on or before such date which is a date at least fifteen (15) days prior to the date fixed for the receipt of bids . Section 17 . Filing of CDAC Notice . The Authority hereby approves the filing by the Financing Consultant of a notice of the Authority' s intent to sell the Bonds with the California Debt Advisory Commission pursuant to Section 8855 of the California Government Code . Section 18 . Escrow Deposit and Trust Agreement . The proposed form of the Escrow Deposit and Trust Agreement in the form on file with the Secretary, is hereby approved. The Chairperson or Executive Director or Assistant Executive Director is hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to one or more Escrow Agreements in substantially said form, with such additions thereto or changes therein as are approved by the Executive Director or Assistant Executive Director upon consultation with Bond Counsel and the Authority' s Financing consultant, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of one or more Escrow Agreements . Section 19 . Delivery of the Bonds . The Bonds shall be delivered to the Purchaser (s) or underwriter (s) upon compliance with the terms and conditions set forth in the Notices of Sale . The Chairperson, the Executive Director, the Assistant Executive Director, the Treasurer, the Secretary and other proper officers of the Authority are hereby authorized and directed to deliver any and all documents and instruments, to authorize the payment of Costs of Issuance and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Purchaser. 092\124\014084-0074\20947551 05/03/94 RESOLUTION NO . 10 Page 7 Section 20 . Official Action. The Chairman, the Vide Chairman, the Executive Director, the Assistant Executive Director, ' the Treasurer, the General Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, including, without limitation, requisitions for the payment of costs of issuance of the Series A Bonds and the Series B Bonds, agreements, including, without limitation, a Trust Agreement by and between the Authority and the Agency providing for the Authority to act as fiscal agent for the Local Obligations and agreements, providing for the investment of the proceeds and revenues of the Local Obligations and the Series A Bonds and the Series B Bonds, notices, consents, bond insurance premiums or rating agency fees, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate lawful issuance, sale and delivery of the Series A bonds and the Series B Bonds to the purchase of the Series B Bonds and the Series B Bonds, as described herein. Any action authorized by this resolution to be taken by a specific officer of the Authority may be taken on such officer' s behalf by the written designee of such officer. Section 21 . Financial Consultant and Bond Counsel . Rod Gunn Associates, Inc . is hereby appointed Financial Consultant and Rutan & Tucker is hereby appointed Bond Counsel for the Series A Bonds and the Series B Bonds , Section 22 . Effective Date . This resolution shall take effect from and after its passage and adoption. ADOPTED this 4th day of May, 1994 . AYES : Directors Lyons, Reller-Spurgin, Schlendorf and Chairman Maryanov NOES : Director Hodges ABSENT: None ATTEST: CITY OF PALM SPRINGS FINANCING AUTHORITY a secse ary a Cha%irp6rson Reviewed and Approved: PS2\124\014084-0074\2094755./ 05/03/94 RESOLUTION NO. 11 FIRST AMENDED RESOLUTION NO. 10 OF THE PALM SPRINGS PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF 1994 LOCAL AGENCY REVENUE BONDS, SERIES A AND SERIES B, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $20, 000, 000 AND $6, 000, 000, OR A SINGLE SERIES OF NOT TO EXCEED $26, 000, 000, RESPECTIVELY, APPROVING THE EXECUTION OF A LOAN AGREEMENT AND/OR AN AGREEMENT FOR THE PURCHASE OF LOCAL OBLIGATIONS OF THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Palm Springs (the "City") and the Redevelopment Agency of the City of Palm Springs (the "Agency') have heretofore entered into a Joint Exercise of Powers Agreement establishing the Palm Springs Public Financing Authority (the "Authority" ) for the purpose of issuing its bonds to be used to provide financing for capital improvements of the City and the Agency, and any other member entities which may be approved by the City and the Agency as members of the Authority; and WHEREAS, the Authority proposes for such purpose to authorize issuance of bonds pursuant to an Indenture of Trust (the "Master Indenture" ) by and between the Authority and Bank and Trust Company of California, N.A. (the "Trustee") in the maximum principal amount not to exceed $100, 000, 000 (the "Bonds") , the Bonds to be issued in series from time to time pursuant to supplemental indentures entered into by and between the Authority and Trustee; and WHEREAS, the Authority now proposes to enter into two additional supplemental indentures (the "First Supplemental Indenture" and the "Second Supplemental Indenture") to provide for the issuance not to exceed *20, 000, 000 principal amount of Local Agency Revenue Bonds, 1994 Series A (the "Series A Bonds") , and the issuance not to exceed $6, 000, 000 principal amount of Local Agency Subordinated Revenue Bonds, 1994 Series B (the "Series B Bonds" ) or a single series of not to exceed $26, 000, 000 ; and WHEREAS, the Bonds, including the Series A Bonds and the Series B Bonds, are to be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (the "Act" ) , constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; and WHEREAS, the Authority proposes to sell the Series A Bonds and the Series B Bonds at a competitive sale or pre-qualified competitive sale; and WHEREAS, Rod Gunn Associates, Inc . , as the financial consultant to the Authority (the "Financial Consultant" ) has caused FS2\124\014084-0074\2094755.2 08/10/94 1 RESOLUTION NO. 11 Page 2 to be prepared Official Statements describing the Series A Bonds and the Series B Bonds (the forms of which are on file with the Secretary) ; and WHEREAS, the Authority intends to use proceeds from the Series A Bonds and the Series B Bonds to purchase local obligations of the Agency, namely the Redevelopment Agency of the City of Palm Springs Tax Allocation Bonds 1994 Series A (the "Local Obligations" ) pursuant to a Commitment Agreement and Purchase Contract (the "Purchase Contract" ) to be entered into between the Authority and the Agency or to make loans to the Agency (the "Loans" ) pursuant to a Loan Agreement (the "Loan Agreement" ) or any supplemental Loan Agreement; and WHEREAS, the Series A Bonds will have a senior lien on the revenues of the Local Obligations and/or Loans and the Series B Bonds will have a junior lien on the revenues of the Local Obligations and/or Loans; and WHEREAS, the Board of Directors of the Authority, with the aid of its staff, has reviewed the forms of the Master Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Loan Agreement, the Purchase Contract and certain Escrow Agreements and transactions in the public interests for which the Authority has been established; ' NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Palm Springs Public Financing Authority as follows : Section 1 . Recitals True and Correct . Each of the recitals stated above is true and correct . Section 2 . Findings and Determinations . Pursuant to the Act, the Board hereby finds and determines that the issuance of the Series A Bonds and the Series B Bonds will result in savings in effective interest rates, bond underwriting and bond issuance costs and thereby results in significant public benefits to the City and the Agency within the contemplation of Section 6586 of the Act . Section 3 . Issuance of Series A Bonds and Series B Bonds ; Approval of First Supplemental Indenture and Second Supplemental Indenture . The Board hereby authorizes the issuance of the Series A Bonds and the Series B Bonds under the authority of the Act and the Master Indenture, in the aggregate principal amounts not to exceed $20, 000, 00 and $26, 000, 000, respectively, or a single series of not to exceed $26, 000, 000 pursuant to the First Supplemental Indenture and the Second Supplemental Indenture, respectively, in substantially the forms on file with the Secretary, together with any changes therein or additions thereto PS2\1241014084-0074\2094755.2 08/09/94 2 RESOLUTION NO. 11 Page 3 deemed advisable by the Executive Director or Assistant Executive Director or Treasurer, whose execution thereof shall be conclusive evidence of his consent to such changes or additions . The Executive Director or Assistant Executive Director or Treasurer is hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and directed to attest the Master Indenture, the First Supplemental Indenture and the Second Supplemental Indenture for and in the name of the Authority. Section 4 . Execution of Series A Bonds and Series B Bonds . The Series A Bonds and the Series B Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the Chairman or Executive Director or Assistant Executive Director of the Authority, and the seal of the Authority, or a facsimile thereof, shall be impressed or imprinted thereon and attested with the manual or facsimile signature of the Secretary or Assistant Secretary of the Authority. Section 5 . Official Statements . The Authority approves distribution of the Preliminary Official Statements by the Financial Consultant in connection with the sale of the Series A Bonds and the Series B Bonds, and the Executive Director or Assistant Executive Director or Treasurer of the Authority are authorized to deem each of the Preliminary Official Statements "final, " pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule" ) . The form of the final Official Statements shall include such information permitted to be excluded from the preliminary Official Statements pursuant to the Rule . The Board hereby approves and authorizes the distribution of the final Official Statements by the Financial Consultant . The Executive Director or Assistant Executive Director or Treasurer is hereby authorized and directed to approve any changes in or additions to the final forms of said Official Statements, whose execution thereof shall be conclusive evidence of approval of any such changes and additions . The final Official Statements shall be executed in the name and on behalf of the Authority by the Executive Director or Assistant Executive Director or Treasurer, who are hereby authorized and directed to execute the final Official Statements on behalf of the Authority. Section 6 . Purchase of Local Obligations of the Agency. The Board hereby approves the purchase of the Local Obligations of the Agency pursuant to the Purchase Contract in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Executive Director or Assistant Executive Director or Treasurer, who shall execute and deliver the Purchase Contract in the name and on behalf of the Authority and whose execution thereof shall be conclusive evidence of approval of any such additions and changes . PS2\124\014084-W74\2094755.2 08/09/94 3 RESOLUTION NO . 11 Page 4 Section 7 . Executive Director Authorized to Establish Final terms of the Sale of the Series A Bonds and the Series B Bonds . The Executive Director, based on such advice of staff as he ' may deem necessary, is hereby authorized and directed to act on behalf of the Authority to establish and determine (i) the final principal amount of the Series A Bonds, which shall not exceed $20, 000, 000 , (ii) the final amounts of the various maturities and sinking fund payments of the Series A bonds, (iii) the final interest rates on the Series A Bonds, which rates shall not exceed eight percent (80) per annum for any maturity of the Series A Bonds, (iv) the Underwriter' s discount for the purchase of the Series A Bonds, which shall not exceed two percent (20) of the principal amount of the Series A Bonds, (v) the final principal amount of the Series B Bonds, which shall not exceed $6, 000, 000, (vi) the final amounts of the various maturities and sinking fund payments of the Series B Bonds, (vii) the final interest rates on the Series B Bonds, which rates shall not exceed eight percent (80-.) per annum for any maturity of the Series B Bonds, (viii) the Underwriter' s discount for the purchase of the Series B Bonds, which shall not exceed two percent (20) of the principal amount of the Series B Bonds . Section 8 . Appointment of Trustee . Bank of America National Trust and Savings Association, N.A. , Los Angeles, California, is hereby appointed as trustee for the Bonds and the Series A Bonds and the Series B Bonds under the First Supplemental Indenture and the Second Supplemental Indenture . Payment of principal and interest on the Series A Bonds and the Series B Bonds shall be made at the principal corporate trust offices of the Trustee . Section 9 . Sale Authorized: Time and Place for Bids . The sale of not to exceed Twenty Million Dollars ($20, 000, 000) principal amount of the Series A Bonds, in accordance with law, is hereby authorized. August 8, 1994 at the hour of 11 : 00 a.m. Pacific Daylight Savings Time, or such other time as the Executive Director or Assistant Executive Director or Treasurer may authorize, is hereby fixed as the time, and the offices of Merrill Corporation, 1330 West Pico Blvd. , Los Angeles, California 90015, is hereby fixed as the place at which bids will be received for the purchase of the Series A Bonds, as described in and subject to the terms and conditions of the Series A Official Notice of Sale hereinafter referred to . The Executive Director or Assistant Executive Director or Treasurer of the Authority is hereby authorized and directed for and on behalf of the Authority to award sale of the Series A Bonds within 48 hours of the receipt of bids to the responsible bidders offering the lowest net interest cost to the Authority, all as determined by the Executive Director or Assistant Executive Director or Treasurer, in consultation with the PS2\124\014084-0074\2094755.2 08/09/94 4 RESOLUTION NO. 11 Page 5 Authority' s Financing Consultant, with the right being reserved to reject any and all bids . Section 10 , Sale Authorized; Time and Place for Bids . The sale of not to exceed Six Million Dollars ($6, 000, 000) principal amount of the Series B Bonds, in accordance with law, is hereby authorized. August 8, 1994 at the hour of 11 : 00 a.m. Pacific Daylight Savings Time, or such other time as the Executive Director or Assistant Executive Director or Treasurer may authorize, is hereby fixed as the time, and the offices of Merrill Corporation, 1330 West Pico Blvd. , Los Angeles, California 90015, is hereby fixed as the place at which bids will be received for the purchase of the Series B Bonds, as described in and subject to the terms and conditions of the Series B Official Notice of Sale hereinafter referred to. The Executive Director or Assistant Executive Director or Treasurer of the Authority is hereby authorized and directed for and on behalf of the Authority to award sale of the Series B Bonds within 48 hours of the receipt of bids to the responsible bidders offering the lowest net interest cost to the Authority, all as determined by the Executive Director or Assistant Executive Director or Treasurer, in consultation with the Authority' s Financing Consultant, with the right being reserved to reject any and all bids . Section 11 . Official Notice of Sale. The invitation for bids for the purchase of the Bonds is hereby authorized, such invitation to be substantially in accordance with the Official Notices of Sale, which includes a bid form, all attached to and incorporated herein as Exhibit "A" and Exhibit "B" , with such changes and modifications as may be deemed appropriate or necessary by Authority staff and Bond Counsel, including the final principal amount of the Bonds, to cause the Notices of Sale to conform to the terms of the Bonds as such terms are set forth in the hereinafter referred to Preliminary Official Statements . Section 12 . Publication of Series A Notices of Sale . The Secretary of the Authority shall cause the Series A Notice of Sale, in its final form, to be published once in a newspaper published and of general circulation in the County of Riverside, California, on such date which is a _date at least five (5 days prior to the day fixed for the receipt of bids . Section 13 . Publication of Series B Notices of Sale. The Secretary of the Authority shall cause the Series B Notice of Sale, in its final form, to be published once in a newspaper published and of general circulation in the County of Riverside, California, on such date which is a date at least five (5) days prior to the day fixed for the receipt of bids . PS2\124\014084-0074\2094755.2 08/09/94 5 RESOLUTION NO. 11 Page 6 Section 14 . Terms and Conditions of Sale . The terms and conditions of the offering and the sale of the Bonds shall be as specified in the Notices of Sales, including such modifications ' thereto as permitted herein. Section 15 . Publication of Series A Notice of Intention to Sell . The Secretary of the Authority shall cause a copy of a Series A Notice of Intention to Sell Bonds to be published once in the Bond Buyer, One State Street Plaza, New York, New York, substantially in the form on file with the Secretary with such changes and modifications as may be deemed appropriate and necessary by Authority staff and Bond Counsel to cause said Series A Notice of Intention to Sell Bonds to conform to the terms of the Series A Bonds as such terms are set forth in the Preliminary Official Statements . Such publication shall be on or before such date which is a date at least fifteen (15) days prior to the date fixed for the receipt of bids . Section 16 . Publication of Series B Notice of Intention to Sell . The Secretary of the Authority shall cause a copy of a Series B Notice of Intention to Sell Bonds to be published once in the Bond Buyer, One State Street Plaza, New York, New York, substantially in the form on file with the Secretary with such changes and modifications as may be deemed appropriate and necessary by Authority staff and Bond Counsel to cause said Series B Notice of Intention to Sell Bonds to conform to the terms of the Series B Bonds as such terms are set forth in the Preliminary Official Statements . Such publication shall be on or before such date which is a date at least fifteen (15) days prior to the date fixed for the receipt of bids . Section 17 . Filing of CDAC Notice . The Authority hereby approves the filing by the Financing Consultant of a notice of the Authority' s intent to sell the Bonds with the California Debt Advisory Commission pursuant to Section 8855 of the California Government Code. Section 18 . Escrow Deposit and Trust Agreement . The proposed form of the Escrow Deposit and Trust Agreement in the form on file with the Secretary, is hereby approved. The Chairperson or Executive Director or Assistant Executive Director or Treasurer is hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to one or more Escrow Agreements in substantially said form, with such additions thereto or changes therein as are approved by the Executive Director or Assistant Executive Director or Treasurer upon consultation with Bond Counsel and the Authority' s Financing consultant, the approval of such FS2\124\014084-0074\2094755.2 08/09/94 6 RESOLUTION NO. 11 Page 7 additions or changes to be conclusively evidenced by the execution and delivery of one or more Escrow Agreements . Section 19 . Approval of Loans . The Authority hereby authorizes and approves the Loans to be made to the Authority by the Agency from the proceeds of the Bonds . The Loans shall be made pursuant to and in accordance with the terms of the Loan Agreement or any supplemental Loan Agreement . The Authority hereby approves the Loan Agreement or any supplemental Loan Agreement in substantially the forms on file with the Secretary together with any additions thereto or changes therein (including but not limited to the principal amounts of the Loans) deemed necessary or advisable by the Executive Director or Assistant Director or Treasurer whose execution thereof shall be conclusive evidence of approval of any such additions and changes . The Chairperson or Executive Director or Assistant Executive Director or Treasurer is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Agency to the final form of the Loan Agreement or any supplemental Loan Agreement or and in the name and on behalf of the Authority. The proceeds of the Loans shall be applied by the Agency for the purposes and in the amounts set forth in the Loan Agreement or any supplemental Loan Agreement . The Authority hereby authorizes the delivery and performance of the Loan Agreement or any supplemental Loan Agreement . Section 20 . Delivery of the Bonds . The Bonds shall be delivered to the Purchaser (s) or underwriter (s) upon compliance with the terms and conditions set forth in the Notices of Sale. The Chairperson, the Executive Director, the Assistant Executive Director, the Treasurer, the Secretary and other proper officers of the Authority are hereby authorized and directed to deliver any and all documents and instruments, to authorize the payment of Costs of Issuance and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Purchaser. Section 21 . Official Action. The Chairman, the Vice Chairman, the Executive Director, the Assistant Executive Director, the Treasurer, the General Counsel and any and all other officers of the Authority are hereby authorized- and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, including, without limitation, requisitions for the payment of costs of issuance of the Series A Bonds and the Series B Bonds, agreement's, including, without limitation, a Trust Agreement by and between the Authority and the Agency providing for the Authority to act as fiscal agent for the Local Obligations and agreements, providing for the investment of the proceeds and revenues of the Local Obligations P52\124\0I4084-W74\2094755.2 08/09/94 7 RESOLUTION NO. 11 Page 8 and the Series A Bonds and the Series B Bonds, notices, consents, bond insurance premiums or rating agency fees, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate lawful issuance, sale and delivery of the Series A bonds and the Series B Bonds to the purchase of the Series B Bonds and the Series B Bonds, as described herein. Any action authorized by this resolution to be taken by a specific officer of the Authority may be taken on such officer' s behalf by the written designee of such officer. Section 22 . Financial Consultant and Bond Counsel . Rod Gunn Associates, Inc . is hereby appointed Financial Consultant and Rutan & Tucker is hereby appointed Bond Counsel for the Series A Bonds and the Series B Bonds . Section 23 . Effective Date . This resolution shall take effect from and after its passage and adoption. ADOPTED this 3rd day of August, 1994 . AYES : Director Kleindienst, Lyons, and Chairman Maryanov NOES : Director Hodges ABSENT: Director Reller-Spurgin ATTEST: CITY OF PALM SPRINGS FINANCING AUTHORITY 1 Secr ry Chax/rpe son Reviewed and Approved: — FS2\124\014084-0074\2094755.2 09/09/94 8 RESOLUTION 12 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY APPROVING THAT FIRST SUPPLEMENT TO INDENTURE OF TRUST WHEREAS, the City of Palm Springs Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California (the "Authority") , the Community Redevelopment Agency of the City of Palm Springs, a California Redevelopment Agency ("Agency" ) , and Banc of America National Trust And Savings Association, a national banking association organized and existing under the laws of the State of California with a corporate trust office in Los Angeles, California (the "Trustee") entered into that Indenture of Trust dated as of September. 1, 1991 (the "Indenture,, ) ; and WHEREAS, pursuant to the Indenture, the Authority issued its Revenue (Tax Allocation) Bonds, 1991 Series B Bonds (the "Bonds") ; and WHEREAS, to further secure payment of the Bonds, the Agency and the Authority entered into that Loan Agreement No. 1, dated as of September 1, 1991 (the "Loan Agreement" ) ; and WHEREAS, pursuant to the Loan Agreement, the Authority made certain loans to the Agency in the aggregate amount of $14, 030, 000 . 00 (the "Loans") ; and WHEREAS, one of the Loans consisted of a housing loan in the amount of $6, 275, 000 . 00 (the "Housing Loan" ) ; and WHEREAS, the Housing Loan is secured by a pledged lien upon housing tax revenues, as defined in the Indenture ("Housing Tax Revenues") ; and WHEREAS, pursuant to the Indenture and the Loan Agreement, Housing Tax Revenues are defined to consist of that portion of Tax Increment Revenues, as defined in the Indenture, of certain redevelopment projects required to be deposited into the Agency' s Low and Moderate Income Housing Fund pursuant to Section 33334 .3 of the Redevelopment law for the purpose of increasing or improving the supply of low and moderate income housing in the community; and WHEREAS, Housing Tax Revenues are currently limited to tax iiicrement revenues deposited into the Agency' s Low and Moderate Income Housing Fund derived from the Central Business District Redevelopment Project, the North Palm Canyon Redevelopment Project, the South Palm Canyon Redevelopment Project, the Ramon-Bogie PS2\124\0140960097\2178156.1 n01/05/96 F 9 FA 12 Page 2 FA w '® Redevelopment Project, and the Baristo-Farrel Redevelopment Project; and WHEREAS, the parties to the Indenture now desire to expand the definition of Housing Tax Revenues to include Tax Increment Revenues generated from all project areas located within the City of Palm Springs (the "City" ) , except the Canyon Redevelopment ' Project Area, to provide additional security to the Owners of the Bonds; and WHEREAS, pursuant to Section 7 . 01 of the Indenture, the parties to the Indenture may modify or amend the Indenture by way of an adoption of the Supplemental Indenture without the consent of the Owners of the Bonds for, among other reasons, to add to the covenants and agreements of the Authority in the Indenture, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority so long as such limitation or surrender of such rights or powers shall not materially adversely affect the Owners of the Bonds; and WHEREAS, the Authority has determined that the adoption of this Supplemental Indenture will not materially adversely affect the Owners of the Bonds . NOW, THEREFORE, the City of Palm Springs Financing Authority does hereby resolve as follows : Section 1 . The proposed form of the First Supplement to Indenture of Trust, dated as of January 15, 1996, by and among the Authority, the Agency, and the Trustee (the "Supplemental Indenture" ) , in substantially the form on file with the Secretary, with any amendments approved by the Executive Director, is hereby approved. The Chairperson or Executive Director or Assistant Executive Director is hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to the Supplemental Indenture in substantially said form, with such additions thereto or changes therein as are approved by the Executive Director upon consultation with Bond Counsel and the Authority' s Financing consultant, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the FS2\124\014084-0097\2178156.1 a0L/05/96 i a FA12 Page 3 W' Supplemental Indenture by the Chairperson or Executive Director or Assistant Executive Director. _ ADOPTED THIS 17th day of January 1996 . AYES : MEMBERS Barnes, Oden, Spurgin and Chairman Kieindienst k NOES : Member Hodges ABSENT: None ATTEST: CITY OF PALM SPRINGS FINANCING AUTHORITY u - By: y( - � By ,iC./ � Ku ecretary Chairperson Reviewed and Approved l ) r W. r 4; �k 'I F82\124\014084-0097\2178156.1 101/05/96 RESOLUTION NO. 13 RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY APPROVING LEASE AGREEMENT, TRUST AGREEMENT, ESCROW DEPOSIT AND TRUST AGREEMENTS, AMENDMENTS TO SITE AND FACILITIES LEASE, PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING APPROVAL OF OFFICIAL STATEMENT AND AWARD OF 1996 REFUNDING CERTIFICATES OF PARTICIPATION (MULTIPLE CAPITAL, FACILITIES PROJECT) WHEREAS, there has been presented to the Board of Directors of the City of Palm Springs Financing Authority for approval of the following documents : (1) A Lease Agreement, dated as of October 1, 1996, by and between the City of Palm Springs Financing Authority (the "Authority" ) and the City of Palm Springs (the "City") (hereinafter referred to as the "Lease Agreement Amendment" ) ; and (2) A Trust Agreement, dated as of October 1, 1996, among the City, the Authority and Wells Fargo Bank, National Association (the "Trustee") (the "Trust Agreement") ; and (3) Escrow Deposit and Trust Agreements, dated as of October 1, 1996, by and between the City and the Escrow Bank (the "Escrow Agreement") ; and (4) Amendments to Site and Facilities Lease, dated as of ' October 1, 1996, by and between the Authority and the City (the "Site Lease Amendments" ) . WHEREAS, the Lease Agreement, the Trust Agreement, the Escrow Agreement, and the Site Lease Amendments are necessary to carry out the refinancing of the acquisition and construction of the Project; and NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Lease Agreement, the Trust Agreement, the Escrow Agreement, and the Site Lease Amendments are hereby approved and the Chairperson, the Vice-Chairperson, the Executive Director, the Assistant Executive Director, the Treasurer or their designee are hereby authorized and directed to, attest and deliver the Lease Agreement, the Trust Agreement, the Escrow Agreements, and the Site Lease Amendments in the name of an on behalf of the Authority in substantially the form and contentions, additions, and deletions therein as shall be deemed necessary, desirable or appropriate by the Special Counsel . ? ' 124/014084-0042/3018554.1 a09/30196 w. w J W R13 a, Page 2 Section 2 . The issuance of the 1996 Refunding Certificates by the City is hereby approved. Section 3 . The Chairperson, Vice-Chairperson, Secretary, the Executive Director, the Assistant Executive Director, the Treasurer, their designees, or other appropriate officers of the Authority are hereby authorized to execute and deliver for and on behalf of the Authority any and all additional certificates, 1 agreements, documents, opinions or other papers and perform all other acts as they may deem necessary or appropriate in order to implement and carry out the intent and purpose of this resolution. ADOPTED this 2nd day of October, 1996. AYES: Members Barnes, Oden, Spurgin and Chairman Kleindienst NOES: Member Hodges ABSENT: None ATTEST: CITY PALM SPRINGS, L ORNIA i c . ( -- Secretary Ex utive Director APPROVED AS TO FORM: Special Counsel 124/014084-004213012554.1 a09130196 -2- RESOLUTION NO. 14 RESOLUTION OF THE CITY OF PALM SPRINGS " FINANCING AUTHORITY AUTHORIZING AND DIRECTING THE NOT TO EXCEED $13, 500,000 PRINCIPAL AMOUNT LEASE REVENUE REFUNDING BONDS, 1997 SERIES A ' (CONVENTION CENTER PROJECT) (NOT TO EXCEED) , APPROVING PRELIMINARY OFFICIAL STATEMENT AND DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENTS, AUTHORIZING EXECUTION AND DELIVERY OF OFFICIAL STATEMENT, SUPPLEMENTAL TRUSTw AGREEMENT, SUPPLEMENTAL LEASE AGREEMENT NO. 2, BOND PURCHASE AGREEMENT, AND ESCROW DEPOSIT AGREEMENT, AUTHORIZING THE SALE OF THE BONDS ON CERTAIN TERMS AND CONDITIONS, AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS AND PROVIDING FOR OTHER MATTERS PROPERLY. RELATING THERETO r v WHEREAS, $50, 668,512 .10 aggregate principal amount of Lease kj Revenue, 1991 Series A (Convention Center Project) (the "1991 Bonds") were sold and delivered on April 22, 1991; and WHEREAS, it is now desirable that a portion of the 1991 Bonds be advance refunded with a portion of the proceeds of the Lease Revenue Refunding Bonds, 1997 Series A ("Series A Bonds") ; and 4 Y WHEREAS, in connection with the marketing of the Series A Bonds, it is now necessary and desirable to approve the form of the Supplemental Trust Agreement, the Supplemental Lease Agreement No. 2, and the Preliminary Official Statement with respect to the r Series A Bonds, and take certain other action with regard to the ' marketing of the Series A Bonds. NOW, THEREFORE, BE IT RESOLVED, by the City of Palm Springs Financing Authority, as follows! M SECTION 1. That the form of the Supplemental Lease Agreement No. 2 Relating to Convention Center Facilities, dated as of October 1, 1997, by and between the Authority and City, a copy of which is on file with the Secretary of the Authority, be and is hereby is approved in substantially the form presented to this meeting or 's with such changes as may be approved by the Chairperson or any Vice Chairperson or Executive Director. or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director' s or ; Treasurer' s execution thereof to constitute conclusive evidence of said officer's approval of all changes from the form presented to this meeting, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. n 4a .w 124/014064-007712095690.I d19101797 r J M� r L� r4 I+' r r, ,r w N Ir N I R 14 � 1,rl Page 2 ' 1 SECTION 2 . That the form of the Supplemental Trust Agreement Relating to Convention Center Facilities, dated as of October 1, 1997, by and among FirBt Interstate Bank, Ltd. , as trustee (the "Trustee° ) , the Authority and City, a copy of which is on file with the Secretary of Authority, be and is hereby approved in substantially the form presented to this meeting or with such changes as may be approved by the Chairperson or vice Chairperson 1 or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director' s or Treasurer' s execution thereof to constitute conclusive evidence of said officer' s approval of all changes from the form presented to this meeting, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 3 . That the form of Escrow Deposit Agreement, dated as of October 1, 1997, by and between BNY Western Trust Company, as Escrow Bank, the Authority and City, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form presented to this meeting, or with such changes as may be approved by the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's or Treasurer' s execution thereof to constitute conclusive evidence of said officer' s approval of all changes from the form presented to this meeting, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 4. That the form of Contract of Purchase relating to the purchase of the Series A Bonds by Stone & Youngberg, LLC, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in the form presented to this meeting, or with such changes as may be approved by the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's and Vice Chairperson' s or Executive Director' s or 'Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all changes from the form presented to this meeting, and the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement and to insert in each of the aforesaid Agreement the dollar amount which reflects the provisions of said Contract of Purchase. Provided, however, that (1) the aggregate principal amount of. the Series A Bonds shall not exceed $13,500, 000; and (2) the Authority shall have received from Stone & Youngberg, LLC, prior to the sale of the Series A Bonds, its written confirmation that the Series A Bonds will have a True Interest Cost of not more than 5 .65t, with an initial underwriter' s discount of no more than 1.25%. SECTION 5 . That the Preliminary Official Statements relating to the Series A Bonds is approved for distribution by Stone & Youngberg, LLC, to municipal bond broker-dealers, to banking 12410140U--007M095680.1 4091WM -2- R14 Page 3 institutions, and to members of the general public who may be interested in purchasing the Bonds. The Executive Director or Assistant. Executive Director or Treasurer is authorized to approve the amendment of the Preliminary Official Statements, from time to time, pending distribution of the Preliminary Official Statements as shall be required to cause such Preliminary official Statements ' to contain any further information necessary to accurately describe the Series A Bonds and the Authority' s Executive Director or Assistant Executive Director or Treasurer is authorized to deem final the Preliminary Official Statements as of its date for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934 as amended. The final Official Statements relating to the Bonds shall be submitted to the Executive Director or the Assistant Executive Director or Treasurer of the Authority for approval. SECTION 6. That the Chairperson, Vice Chairperson, Secretary, Treasurer and Executive Director and other authorized officers of the Authority be and are hereby each authorized to execute and deliver such certificates, requests, statements, agreements and other documents and to take ouch other action as may be necessary to consummate the transactions contemplated by each aforesaid Agreement. SECTION 7. This resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED THIS 3rd day of September, 1997. AYES: Members Barnes, [lodges, Oden, Spurgin and Chairman Kleindienst NOES: None ABSENT: None ' ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By. Secretary Chairperson REVIEWED & APPROVED I241014094.o61712085680.1 A09102197 -3- RESOLUTION NO. 15 OF THE BOARD OF DIRECTORS OF THE PALM SPRINGS FINANCING AUTHORITY OF THE CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF LIMITED OBLIGATION REVENUE BONDS SERIES A IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $4, 000, 000 FOR THE PURPOSE OF FINANCING ACQUISITION OF LIMITED OBLIGATION IMPROVEMENT BONDS FOR CITY OF PALM SPRINGS ASSESSMENT DISTRICT NO. 155 (CLASS 1) , AND APPROVING RELATED AGREEMENTS AND ACTIONS RESOLVED, by the Board of Directors (the "Board") of the Palm Springs Financing Authority, (the "Authority") of the City of Palm Springs, California as follows: WHEREAS, the City of Palm Springs (the "City") has heretofore issued its Limited Obligation Improvement Bonds, City of Palm Springs Assessment District No. 155 (Class 1) (the "Assessment Bonds") for Assessment District No. 155 (the "Assessment District") , and the City has determined that it is in the best financial interests of the City and the property owners within the Assessment District to refinance the Assessment Bonds at this time; and WHEREAS, in order to refinance the Assessment Bonds on advantageous terms and conditions the Authority proposes to issue its Limited Obligation Revenue Bonds Series A (Assessment District No. 155 Bond Refunding) in the maximum principal amount of not to exceed $4 , 000, 000 (the "Bonds") under Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Bond Law") , and to use the proceeds thereof to acquire the Assessment Bonds; and WHEREAS, the Board of Directors of the Authority wishes at this time to authorize all proceedings relating to the issuance of the Bonds to acquire the Assessment Bonds, and to approve the execution and delivery of all agreements and documents relating thereto; and WHEREAS, there have been submitted to the Board certain documents providing for the sale of the Bonds, including the form of Preliminary Official Statement and the Board, with the aid of its staff, has reviewed the Preliminary Official Statement to assure proper disclosure of all material facts relating to the Bonds that are in the personal knowledge of the Directors and the Authority staff; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED, as follows: SECTION 1. Findings and Determinations. Pursuant to the Bond Law, the Board of Directors hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the City within the 1 contemplation of SECTION 6586 of the Bond Law. SECTION 2 . Issuance of Bonds; Approval of Indenture. The Board of Directors hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law, in the maximum principal amount of $4 , 000, 000. The Bonds shall be issued pursuant to an Indenture of Trust dated as of February 1, 1998 the "Indenture") by and between the Authority and BNY Western Trust, as trustee (the "Trustee") . 124/014084-0108/3129358.3 a01/27/98 -7- R15 Page 2 any changes therein or additions thereto approved by the Executive Director or Treasurer, and the execution thereof by the Chairperson, Executive Director, or Secretary shall be conclusive evidence of the approval of any such changes or additions. The Board of Directors hereby authorizes and directs the Chairperson, Executive Director, or Secretary to execute, and the Secretary to attest and affix the seal of the Authority to, the final form of ' the Indenture for and in the name of the Authority. The Board of Directors hereby authorizes the delivery and performance of the Indenture. SECTION 3 . Purchase of Assessment Bonds. The Board of Directors hereby authorizes and approves the purchase of the Assessment Bonds from the City by the Trustee on behalf of the Authority pursuant to and in accordance with the provisions of the Assignment Agreement by and among the City, the Authority and the Trustee (the "Assignment Agreement") . The Board of Directors hereby approves the Assignment Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Treasurer, and the execution thereof by the Chairperson or Executive Director or Treasurer shall be conclusive evidence of the approval of any such changes or additions. The Board of Directors hereby authorizes and directs the Chairperson or Executive Director or Treasurer to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Assignment Agreement for and in the name of the Authority. SECTION 4 . Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds by negotiation with Stone & Youngberg, LLC (the "Underwriter") . The Bonds shall be sold pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement") by and between the Authority and the Underwriter in the form on file with the Secretary, together with any changes therein or additions thereto approved by the Chairperson, Executive Director, or Secretary, whose execution thereof shall be conclusive evidence of his approval of any such additions and changes. The Bond Purchase Agreement shall be executed in the name and on behalf of the Authority by the Treasurer upon submission of a proposal by the Underwriter to purchase the Bonds; provided, however, that such proposal is acceptable to the Treasurer and is consistent with the requirements of this Resolution. The amount of Underwriter's discount shall be not more than two percent (2%) of the par amount of the Bonds and the true effective rate of interest to be borne by the Bonds (taking into account any original issue discount on the sale thereof) shall not exceed seven percent (7%) per annum. SECTION 5 . Approval of Pledge Agreement Relating to Airport Revenues. The Board of Directors approves the Pledge Agreement Relating to Airport Revenues, dated as of February 1, 1998, by and between the City and the Authority, in substantially the form on file or to be placed on file with the Secretary, together with any changes approved by the Executive Director or Treasurer. The Board of Directors hereby authorizes the Chairperson, Executive Director, or Treasurer to execute the Pledge Agreement Relating to Airport Revenues on behalf of the Authority. SECTION 6 . Official Statement. The Board hereby approves, and ' hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary official Statement describing the Bonds in substantially the form submitted by the financial advisor to the District and on file with the Secretary. The Executive Director or Treasurer is hereby authorized to execute an appropriate certificate stating the Board's determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement in connection with the sale of the Bonds is 124/014084-0108/3129358.3 a01/27/98 -2- Ili R15 Page 3 hereby approved. The Executive Director or Treasurer is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the Chairperson, Executive Director, or Secretary shall be conclusive evidence of his approval of any such changes and additions. The Board hereby authorizes the distribution of the final Official Statement by the purchaser of the Bonds. The final Official Statement shall be executed in the name and on behalf of the Authority by the Chairperson, the Executive Director or the Treasurer. SECTION 7 . Appointment of Bond Counsel and Disclosure Counsel and Financing Consultant. The Firm of Rutan & Tucker, LLP is hereby appointed as Bond Counsel pursuant to its existing contract with the City. The firm of Rod Gunn Associates, Inc. is hereby appointed as Financing Consultant pursuant to its existing contract with the City. The firm of Jones Hall, A Professional Law Corporation is hereby appointed as Disclosure Counsel in connection with the Bonds, and the Board of Directors hereby authorizes the Executive Director or Treasurer to execute, and the Secretary to attest, an Agreement For Legal Services with said firm in the form on file with the Secretary. SECTION 8 . Official Actions. The Chairperson, the Executive Director, the Assistant Executive Director, the Treasurer, the Secretary, the Authority Attorney and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, bond exchange agreements, pledge agreements, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to 1 consummate the issuance and sale of the Bonds and any of the other transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. SECTION 9 . Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED THIS 21st day of January , 1998 . AYES: Member Barnes, Hodges, Oden and Chairman Kleindienst NOES: None ABSTAIN: None ABSENT: Member Reller-Spurgin ATTEST: CI Y OF PALM SPR. , ALIFORNIA By: ti secretary ExVzutive Dire r REVIEWED & APPROVED AS TO FORM 1241014084-0108/3129358.3 a01/27/98 -3- RESOLUTION NO. 16 OF THE BOARD OF DIRECTORS OF THE PALM SPRINGS FINANCING AUTHORITY OF THE CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF LIMITED OBLIGATION REVENUE BONDS ' SERIES B IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $2 , 000, 000 FOR THE PURPOSE OF FINANCING ACQUISITION OF LIMITED OBLIGATION IMPROVEMENT BONDS FOR CITY OF PALM SPRINGS ASSESSMENT DISTRICT NO. 155 (CLASS 2) , AND APPROVING RELATED AGREEMENTS AND ACTIONS RESOLVED, by the Board of Directors (the "Board") of the Palm Springs Financing Authority (the "Authority") of the City of Palm Springs, California, as follows: WHEREAS, the City of Palm Springs (the "City") has heretofore issued its Limited Obligation Improvement Bonds, City of Palm Springs Assessment District No. 155 (Class 2) (the "Assessment Bonds") for Assessment District No. 155 (the "Assessment District") , and the City has determined that it is in the best financial interests of the City and the property owners within the Assessment District to refinance a portion of the Assessment Bonds at this time; and WHEREAS, in order to refinance a portion of the Assessment Bonds on advantageous terms and conditions the Authority proposes to issue its Limited Obligation Revenue Bonds Series B in the maximum ' principal amount of not to exceed $2 , 00, 000 (the "Subordinate Bonds") under Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Bond Law") , and to use the proceeds and other consideration thereof to acquire a portion of the Assessment Bonds and enter into the Lease Agreement (the "Lease Agreement") ; and WHEREAS, the Board of Directors of the Authority wishes at this time to authorize all proceedings relating to the issuance of the Subordinate Bonds to acquire a portion of the Assessment Bands, enter into the Lease Agreement and to approve the execution and delivery of all agreements and documents relating thereto; and WHEREAS, there have been submitted to the Board certain documents providing for the sale of the Bonds and the Board, with the aid of its staff, has reviewed the Preliminary Official Statement to assure proper disclosure of all material facts relating to the Subordinate Bonds that are in the personal knowledge of the Directors and the Authority staff; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED, as follows: SECTION 1. Findings and Determinations. Pursuant to the Bond Law, the Board of Directors hereby finds and determines that the issuance of the Subordinate Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the City within the contemplation of SECTION 6586 of 'the Bond Law. SECTION 2 . Issuance of Bonds; Approval of Indenture. The Board of Directors hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law, in the maximum principal amount of $2 , 000, 000. The Subordinate Bonds shall be issued pursuant to an Indenture of Trust dated as of February 1, 1998 the "Indenture") by and between the Authority and BNY Western Trust, as trustee (the 124/014084-0108/3130804.3 a01/27198 R16 Page 2 in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Executive Director or Treasurer, and the execution thereof by the Chairperson, Executive Director, or Treasurer shall be conclusive evidence of the approval of any such changes or additions. The Board of Directors hereby authorizes and directs the Chairperson, Executive Director, or Treasurer to execute, and the Secretary to attest to, the final form of the Indenture for and in the name of the Authority. The Board of Directors hereby authorizes the delivery and performance of the Indenture. SECTION 3 . Purchase of Assessment Bonds. The Board of Directors hereby authorizes and approves the acquisition of a portion of the Assessment Bonds specified in Exhibit A to the Assignment Agreement from the City by the Trustee on behalf of the Authority pursuant to and in accordance with the provisions of the Assignment Agreement by and among the City, the Authority and the Trustee (the "Assignment Agreement") and an Exchange Agreement. The Board of Directors hereby approves the Assignment Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Executive Director or Treasurer, and the execution thereof by the Chairperson or Executive Director or Treasurer shall be conclusive evidence of the approval of any such changes or additions. The Board of Directors hereby authorizes and directs the Chairperson or Executive Director or Treasurer to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Assignment Agreement for and in the name of the Authority. The Board of Directors hereby authorizes the Executive Director or Treasurer to approve the form of, and execute, an Exchange Agreement with Allstate. SECTION 4 . Sale of Bonds. The Board of Directors hereby approves 1 the sale of the Bonds by negotiation with Allstate Insurance Co. ("Allstate") . The Bonds shall be sold pursuant to a Purchase Agreement (the "Purchase Agreement") by and between the Authority and Allstate in the form on file with the Secretary, together with any changes therein or additions thereto approved by the Executive Director or Treasurer. The true effective interest rate to be borne by the Bonds shall not exceed seven percent (7%) per annum. SECTION 5. Approval of Lease Agreement. The Board of Directors approves the Lease Agreement in substantially the form on file with the Secretary, together with any changes approved by the Executive Director or Treasurer, and the execution thereof by the Chairperson, Executive Director, or Treasurer shall be conclusive evidence of the approval of any changes or additions. The Board of Directors hereby authorizes the Chairperson, Executive Director, or Treasurer to execute, and the Secretary to attest to, the final form of the Lease Agreement for and in the name of the Authority. The Board of Directors hereby authorizes the delivery and performance of the Lease Agreement. SECTION 6. Appointment of Bond Counsel and Financing Consultant. The Firm of Rutan & Tucker, LLP is hereby appointed as Bond Counsel pursuant to its existing contract with the City. The firm of Rod Gunn Associates, Inc. is hereby appointed as Financing Consultant pursuant to its existing contract with the City. SECTION 7 . Official Actions. The Chairperson, the Executive Director, the Assistant Executive Director, the Treasurer, the Secretary, the Authority Attorney and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, bond exchange agreements, pledge agreements, agreements, notices, consents, 124/014084-0108/3130804.3 a01/27/98 -2- R16 Page 3 instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the issuance and sale of the Bonds and any of the other transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be ' taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. SECTION 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED THIS 21st day of January , 1998 . AYES: Members Barnes, [lodges, Oden and Chairman Kleindienst NOES: None ABSTAIN: None ABSENT: Member Reller-Spurgin ATTEST: CI OF PALM SPRI , CALIFORNIA By Secretary E c e D ector REVIEWED & APPROVED AS TO FORM 1 124/014084-0108/3130804.3 a01/27/98 —3— RESOLUTION NO. 17 OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY, PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED 14, 000, 000 MILLION PRINCIPAL AMOUNT OF BONDS AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS the City of Palm Springs Financing Authority (the "Authority" ) is a joint exercise of powers authority organized and existing under the laws of the State of California by City of Palm Springs (the "City" ) and the Redevelopment Agency of the City of Palm Springs (the "Agency" ) with the authority to assist the City and the Agency in providing for the financing, acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City and the Agency, including but not limited to the acquisition of land for the benefit of the Palm Springs Regional Airport and the acquisition and construction of improvements to the Palm Springs Regional Airport; and WHEREAS the Authority and the City will enter into a Installment Sale Agreement (the Installment Agreement" ) dated as of April 1, 1998 ; and WHEREAS under the Installment Sale Agreement, the City is obligated to pay to the Authority the Installment Sale Agreement, the City is obligated to pay to the Authority or its assigns, Installment Payments (as defined in the Installment Sale Agreement) for the purpose of the Project; and WHEREAS the Authority has been authorized to exercise the power of the Marks-Roos Local, Bond Pooling Act of 1985 (Article 4 of Chapter 5 of Division 7 of Title 1, commencing at Section 6584 of the Government Code of the State of California) (the "Act" ) ; and WHEREAS the Authority desires to issue its City of Palm Springs Financing Authority Airport Passenger Facilities Charge Revenue Bonds, Series 1998 (Palm Springs Regional Airport) (the "Bonds) pursuant to the Act in order to obtain the moneys to finance the Project; and WHEREAS the Trust Indenture (the "Indenture" ) , dated as of April 1, 1998 , by and among the City, the Authority and BNY Western Trust Company (the "Trustee" ) , sets forth the terms and conditions of the issuance of the Bonds; and WHEREAS the Authority desires to sell the Bonds to Stone & � Youngberg LLC (the "Underwriter" ) pursuant to a Purchase Contract 1241014084-005513144392.1 a03/31/98 1 R17 Page 2 FA VS W r,•�•by and among the Authority, the City, and the Underwriter (the "Purchase Contract" ) ; and WHEREAS to provide for the sale of the Bonds to the public by the Underwriter, the Financing Consultant, on behalf of the Authority, has prepared a Preliminary Official Statement; and ' WHEREAS the Board of Directors desires to approve the Installment Sale Agreement, the Indenture, the Assignment Agreement, the Purchase Contract, the Preliminary Official Statement (the "Financing Documents" ) , and any other agreements or documents necessary to issue the Bonds; and WHEREAS there has been presented to this Board at this meeting draft compares of the Financing Documents; NOW THEREFORE the Board of Directors of the Authority does hereby resolve as follows : Section 1 . This Board of Directors hereby authorizes the issuance of an aggregate principal amount of not to exceed $14, 000, 000 of its Airport Passenger Facilities Charge Revenue Bonds, Series 1998 (Palm Springs Regional Airport) to be designated "City of Palm Financing Authority Airport Revenue (PFC) Bonds, " 1998 Series A in accordance with the terms and provisions of the Indenture. The purposes for the proceeds of the Bonds shall be expended are to finance the Project . ' Section 2 . The Installment Sale Agreement on file with the City Clerk is approved with such changes be approved by Bond Counsel . The Chairperson or President of the Board of Directors of the Authority, its Executive Director, its Assistant Executive Director, its Treasurer, and the Secretary of the Authority, or their designees, are authorized and directed for and in the name of the Authority to execute and attest the Installment Sale Agreement. Section 3 . The Assignment Agreement on file with the City Clerk is approved with such changes be approved by Bond Counsel . The Chairperson or President of the Board of Directors of the Authority, its Executive Director, its Assistant Executive Director, its Treasurer, and the Secretary of the Authority, or their designees, are authorized and directed for and in the name of the Authority to execute and attest the Assignment Agreement . �w 124/014084-0055/3144392.1 a03/31198 —2- c R17 Page 3 Section 4 . The Trust Indenture, by and between the Authority and BNY Western TriuF Company, dated as of April 1, 1998 on file -ith the City Clerk are approved with such charges as it may be approved by Bond Counsel . The Chairperson or President of the Board of Directors of the Authority, its Executive Director, its Assistant Executive Director, its Treasurer, and its Secretary of the Authority, or their designees, are authorized and directed for and on behalf of the Authority to execute and attest said agreement. The Indenture, any related documents may be modified, without limitation, to include the installment payment schedule and debt service schedule based on the interest rate received and to reflect such other charges consistent with the financing and such other changes as may be approved by Bond Counsel and are hereby approved. Section 5 . The Purchase Contract on file with the City Clerk and the sale of the Bonds pursuant to the terms set forth therein are approved with such changes as may be approved by Bond Counsel . The Chairperson or President of the Board, its Executive Director, its Assistant Executive Director, its Treasurer, and the Secretary of the Authority, or their designees, are authorized and directed for and on behalf of the Authority to execute the Purchase Contract. The final form of the Purchase Contract shall contain the true interest rate on the Bonds no greater than 7 . Oo, and an underwriter' s discount- on the Bonds no greater than . 975a, all to be approved by the Executive Director or Treasurer. Section 6 . The Preliminary Official Statement presented at this meeting is hereby approved and the distribution of said Preliminary Official Statement to prospective purchasers of the Bonds is approved with such changes as may be approved by Bond Counsel . The Executive Director, the Treasurer/Finance Director, Transportation Director, or Director of Aviation and Bond Counsel may make such changes in the Preliminary Official Statement considered necessary to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240 . 15c2- 12 (b) (1) of Title 17 of the Code of Federal Regulations . The Transportation Director, the 124f014064-0055/3144392 1 n03/31/98 -3- �'� Page page 4 p T Director of Aviation, the Treasurer/Finance Director, or the Executive Director of the Authority are authorized and directed to execute and deliver the final Official Statement in accordance with the Purchase Agreement in substantially the form of the ' Preliminary Official Statement hereby approved, with such additions thereto and changes therein as may be recommended or approved by Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof . Section 7 . The Chairperson or President of the Board of the Authority and its Executive Director, its Assistant Executive Director, its Treasurer, its Secretary, the Transportation Director, the Director of Aviation, or their designees, and each and every officer thereof is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary and advisable in order to consummate the sale and delivery of the Bonds and otherwise effectuate the purpose of this Resolution. ADOPTED this 15th day of April, 1998 . AYES : Directors Barnes, Hodges, Oden and Reller-Spurgin NOES : None ' ABSENT: None ABSTAIN : Chairman Kleindienst ATTEST: THE CITY OF PALM SPRINGS FINANCING AUTHORITY Bn �� e-L Secretary Chairman REVIEWED AND APPROVED" i r f 124/014094-0055/3144392.1 .03/31/98 -4- a, a RESOLUTION NO. 18 OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY, PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $11, 000, 000 PRINCIPAL AMOUNT OF BONDS AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING 1 CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Palm Springs Financing Authority (the "Authority" ) is a joint exercise of powers authority organized and existing under the laws of the State of California by the City of Palm Springs (the "City" ) and the Redevelopment Agency of the City of Palm Springs (the "Agency" ) with the authority to assist the City and the Agency in providing for the financing, acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City and the Agency, including but not limited to the acquisition of land for the benefit of the Palm Springs Regional Airport and the acquisition and construction of improvements to the Palm Springs Regional Airport; and WHEREAS, the Authority and the City will enter into an Amendment No. 1 to the First Amended and Restated Installment Sale Agreement (the "Installment Agreement" ) , dated as of April 1, 1998; and WHEREAS, under the Installment Sale Agreement, the City is obligated to pay to the Authority or its assigns, Installment Payments (as defined in the Installment Sale Agreement) for the purchase of the Project; and WHEREAS , the Authority has been authorized to exercise the power of the Marks-Roos Local Bond Pooling Act of 1985 (Article 4 of Chapter 5 of Division 7 of Title 1, commencing at Section 6584 of the Government Code of the State of California) (the "Act" ) ; and WHEREAS, the Authority desires to issue its City of Palm Springs Financing Authority Airport Revenue Bonds, Series 1998 (Palm Springs Regional Airport) (the "Bonds" ) pursuant to the Act in order to obtain the moneys to finance the Project; and WHEREAS, the Master Trust Indenture (the "Master Indenture" ) , dated as of August 1, 1992 , by and between the Authority and First Interstate Bank of California, Ltd. (the "'Trustee" ) , and the Second Supplemental Trust Indenture (the ",,second Supplemental Indenture" ) , dated as of August 1, 1992, by and between the Authority and BNY Western Trust Company (the "Trustee" ) , set forth the terms and conditions of the issuance of the Bonds; and WHEREAS, the Authority desires to sell the Bonds pursuant to a negotiated sale; and 124/014094-0055/3138778.1 .03/31/98 1 R18 Page 2 C WHEREAS, to provide for the sale of the Bonds to the public, C the Financing Consultant, on behalf of the Authority, has prepared a Preliminary Official Statement; and WHEREAS, the Board of Directors desires to approve the Installment Sale Agreement, the Master Indenture, the Second Supplemental Indenture, the Assignment Agreement, the Purchase K* ' Contract, the Preliminary Official Statement (the "Financing Documents" ) , and any other agreements or documents necessary to issue the Bonds; and WHEREAS, there has been presented to this Board at this meeting draft copies of the Financing Documents; LP NOW, THEREFORE, the Board of Directors of the Authority does hereby resolve as follows : Section 1 . The Board of Directors hereby authorizes the issuance of an aggregate not to exceed principal amount of $11, 000, 000 of its Airport Revenue Bonds, „ Series 1998 to be desi-gnated "City of Palm Springs Financing Authority Airport Revenue Bonds, Series , 1998 (Palm Springs Regional Airport) in accordance with the terms and provisions of the Master Indenture and Second Supplemental Indenture. The purposes for which the proceeds of the Bonds shall be expended are to finance the Project and to pay certain costs of issuance of the Bonds . Section 2 . The Installment Sale Agreement on file with the City Cleric is approved with such changes as may be ' approved by Bond Counsel . The Chairperson or President of the Board of Directors of the Authority, its Executive Director, its Assistant Executive Director, its Treasurer, and the , Secretary, or their designees, are authorized and directed for and in the name of the Authority to execute and attest the Installment Sale Agreement . to Section 3 . The Assignment Agreement on file with the City Clerk is approved with such changes as may be approved by Bond Counsel . The Chairperson or 4 President of the Board of Directors of the Authority, its Executive Director, its Assistant , Executive Director, its Treasurer, and the Secretary, or their designees, are authorized and directed for and in the name of the Authority to execute and attest the Assignment Agreement . Section 4 . The Master Trust Indenture, by and between the i Authority and First Interstate Bank of California, Ltd. , dated as of August 1, 1992 and the Second Supplemental Trust Indenture, by and between the Authority and BNY Western Trust Company, dated as 124/014084-0055/3138778.1 .03131/98 -2- w R18 Page 3 of April 1, 1998, relating to the Bonds on file with the City Clerk are approved with such changes as may be approved by Bond Counsel . The Chairperson or President of the Board of Directors of the Authority, its Executive Director, its Assistant Executive Director, its Treasurer, and the Secretary of the Authority, or their designees, are authorized and directed for and on behalf of 1 the Authority to execute and attest said agreements . The Installment Sale Agreement, Master Trust Indenture, and Second Supplemental Indenture may be modified, without limitation, to include the installment payment schedule based on the interest rate received and to reflect such other charges consistent with the financing and such other changes as may be approved by Bond Counsel and are hereby approved. Section 5 . The Preliminary Official Statement presented at this meeting is hereby approved and the distribution of said Preliminary Official Statement to prospective purchasers of the Bonds is approved with such changes as may be approved by Bond Counsel . The City manager, the Finance Director, the Transportation Director, or the Director of Aviation and Bond Counsel may make such changes in the Preliminary Official Statement considered necessary to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240 . 15c2-12 (b) (1) of Title 17 of the Code of Federal Regulations . The City Manager, the 1 Finance Director, the Transportation Director, or the Director of Aviation or the Executive Director or the Treasurer of the Authority are authorized and directed to execute and deliver the final Official Statement in accordance with the Purchase Contract in substantially the form of the Preliminary Official Statement hereby approved, with such additions thereto and changes therein as may be recommended or approved by Bond Counsel , such approval to be conclusively evidenced by the execution and delivery thereof . Section 6 . The Purchase Contract with Stone & Youngberg LLC (the "Underwriter" ) on file with the Secretary and the sale of the Bonds pursuant to the terms set forth therein are approved with such changes as may be approved by Bond Counsel . The Chairperson or President of the Board, its Executive Director, its Assistant Executive Director, its Treasurer, and the Secretary of the Authority, or their designees, are authorized and directed for and on behalf of the Authority to execute the Purchase Contract. Ace- 3 124/014084-0055/3138778.1 .03/31198 R18 Page 4 FA q The final form of the Purchase Contract shall contain true interest rate on the Bonds no greater C than 7 . 00-, and an underwriter' s discount on the Bonds no greater than . 9750, all to be approved by the Executive Director or Treasurer. Section 7 . Appointment of Professionals . Rutan & Tucker, LLP, 1 is appointed Bond Counsel in connection with the Bonds. Rod Gunn Associates, Inc. is appointed Financial Advisor. Hunton & Williams is appointed Disclosure Counsel . i' Section 8 . The Chairperson or President' of the Board of theIt Authority and its Executive Director, its Assistant Executive Director, its Treasurer, its Secretary, the Transportation Director or the Director of Aviation of the City or their designees, and each { and every officer thereof is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary and advisable in order to consummate the sale and delivery of the Bonds and otherwise effectuate the purpose of this Resolution. Section 8 . This Resolution shall take effect from and after its date of adoption. ADOPTED this 15th day of April , 1998 . AYES : Directors Barnes, Hodges, Olen and Keller-Spurgin 11 NOES : None ABSENT: None ABSTAIN: Chairman Kleindienst ATTEST: CITY OF PALM SPRINGS F NANCING AUTHORITY By: �� C_ . F� 4. 'Secretary -Chairman REVIEWED AND APPROVED r C. 124/014084-0055/3138778.1 a03/31/98 -4- w f y. I RESOLUTION NO. 19 RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY APPROVING A SUPPLEMENTAL LEASE AGREEMENT, SUPPLEMENTAL TRUST AGREEMENT NO. 1, ESCROW DEPOSIT AND TRUST AGREEMENT, PURCHASE CONTRACT, FIRST AMENDED ASSIGNMENT AGREEMENT, PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING APPROVAL OF OFFICIAL STATEMENT AND .AWARD OF 1998 REFUNDING CERTIFICATES OF PARTICIPATION (MULTIPLE CAPITAL FACILITIES PROJECT) WHEREAS, there has been presented to the Board of Directors of the City of Palm Springs Financing Authority for approval of the following documents : (1) A Supplemental Lease Agreement, dated as of August 1, 1998, by and between the City of Palm Springs Financing Authority (the "Authority" ) and the City of Palm Springs (the "City" ) (hereinafter referred to as the "Supplemental Lease Agreement") ; and (2) A Supplemental Trust Agreement No. 1, dated as of August 1, 1998 , among the City, the Authority and BNY Western Trust Company (the "Trustee" ) (the "Supplemental Trust Agreement" ) ; and (3) An Escrow Deposit and Trust Agreement, dated as of August 1, 1998 , by and among the City, the Authority, the City of Palm Springs Public Facilities Corporation (the "Corporation" ) , and BNY Western Trust Company (the "Escrow ' Agreement" ) ; and (4) A First Amended Assignment Agreement, dated as of August 1, 1998, by and between the Authority and the Trustee (the "Amended Assignment Agreement" ) ; (5) A Purchase Contract by and among the City, the Authority, and Stone and Youngberg LLC (the "Purchase Contract" ) ; and WHEREAS, the Supplemental Lease Agreement, the Supplemental Trust Agreement, the Amended Assignment Agreement, the Escrow Agreement, and the Purchase Contract are necessary to carry out the refinancing of the acquisition and construction of the Project as defined in the Supplemental Lease Agreement; and NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS : Section 1 . The Supplemental Lease Agreement, the Supplemental Trust Agreement, the Amended Assignment Agreement, the Escrow Agreement, and the Purchase Contract are hereby approved and the 1241014084-0042/3018554.1 a07/15/98 r R19 Page 2 f7 Chairperson, the Vice-Chairperson, the Executive Director, the Assistant Executive Director, the Treasurer or their designee are hereby authorized and directed to, attest and deliver the Supplemental Lease Agreement, the Trust Agreement, the Amended Assignment Agreement, the Escrow Agreement and the Purchase Contract in the name of an on behalf of the Authority in substantially the form and contentions, additions, and deletions therein as shall be deemed necessary, desirable or appropriate by the Special Counsel . Section 2 . The issuance of the 1998 Refunding Certificates of Participation (Multiple Capital Facilities Project) in the amount and upon the terms set forth in the Purchase Contract is hereby approved. Section 3 . The Chairperson, Vice-Chairperson, Secretary, the Executive Director, the Assistant Executive Director, the Treasurer, their designees, or other appropriate officers of the Authority are hereby authorized to execute and deliver for and on behalf of the Authority any and all additional certificates, agreements, documents, opinions or other papers and perform all other acts as they may deem necessary or appropriate in order to implement and carry out the intent and purpose of this resolution. PASSED AND ADOPTED by the Board of Directors of the City of Palm Springs Financing Authority, State of California, this 29th day of July, 1998 , by the following vote: AYES: Members Barnes, Hodges, Oden and Reller-Spurgin NOES : None ABSENT: Chairman Kleindienst ABSTAINED : None ATTEST: PALM SPRINGS FINANCING AUTHORITY 6,1,l�-.S etary Chairman APPROVED AS TO FORM: X, /, K A - 4, Sp cial un 1 ' 124/014094-0042/3019554.1 a01/15198 —2— i RESOLUTION NO. 20 OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY, 1 CITY OF PALM SPRINGS, CALIFORNIA, APPROVING AND AUTHORIZING THE SUPPLEMENT TO TRUST INDENTURE FOR THE 1998 AIRPORT PFC BONDS - - - - - - - -- - - - - - - - - - WHEREAS, the City of Palm Springs, the City of Palm Springs Financing Authority and BNY Western Trust Company have previously entered into a Trust Indenture dated as of April 1, 1998 (the"Indenture") relating to the $12,720,000 City of Palm Springs Financing Authority Airport Passenger Facilities Charge Revenue Bonds, Series 1998 (Palm Springs Regional Airport); and WHEREAS, the City desires to add an additional covenant to Section 6.09Q) of the Indenture by executing a Supplement to Trust Indenture (The"Supplement); NOW THEREFORE, be it resolved that the Board of Directors of the City of Palm Springs Financing Authority does hereby order and determine as follows: Section 1. The Supplement is approved and the Treasurer is authorized to execute The Supplement. Section 2. This Resolution shall take effect immediately upon its adoption. ADOPTED THIS 21st day of April , 1999. wi AYES: Members Barnes, Hodges, Oden, Reller-Spurgin and Chairman Kleindienst NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA x By: ecretary Chairman 4 REVIEWED & APPROVED AS TO FORM U .ti FA - 4f RESOLUTION NO. 21 OF THE BOARD OF DIRECTORS OF THE CITY ' OF PALM SPRINGS FINANCING AUTHORITY, CITY OF PALM SPRINGS, CALIFORNIA APPROVING THE AMENDMENT TO THE SUPPLEMENTAL TRUST AGREEMENT NO. 1, 1998 CERTIFICATES OF PARTICIPATION ($3,065,000). - - - - - - - - - - - - - - - - WHEREAS, the City of Palm Springs, the City of Palm Springs Financing Authority and BNY Western Trust Company have previously entered into a Trust Agreement dated as of October 1, 1996 (the"Trust Agreement")and a Supplemental Trust Agreement No. 1 dated as of August 1, 1998(the "Supplemental Trust Agreement"and collectively with the Trust Agreement,the"Agreement'); and WHEREAS,the Trust Agreement provided for the delivery of certificates of participation(the"1996 Certificates"); and WHEREAS,the Trust Agreement defined the term"Reserve Requirement'to mean a fixed amount of$1,729,998.75; and ' WHEREAS,the Supplemental Trust Agreement provided for the delivery of additional certicates of participation(the"1998 Certificates"),which were authorized pursuant to Section 11.10 of the Trust Agreement, providing that certain conditions were met; and WHEREAS,the City of Palm Springs met the condition under Section 11.10(k)that an amount equal to the applicable Reserve Requirement is on deposit in the Reserve Fund by depositing an additional $299,540 in the Reserve Fund,causing the amount therein to equal to Maximum Annual Debt Service relating to the 1996 Certificates and the 1998 Certificates; and WHEREAS, the City of Palm Springs, the City of Palm Springs Financing Authority and BNY Western Trust Company desire to amend the Agreement by executing an Amendment to Supplemental Trust Agreement No. 1 (The"Amendment')to provide for such increased security by amending the definition of the term "Reserve Requirement', and Section 10.01 of the Trust Agreement provides the conditions upon which the Trust Agreement may be amended without consent of Owners or the Insurer; and WHEREAS, this modification will not, in the opinion of Rutan & Tucker, LLP, a nationally recognized bond counsel, adversely affect the interests of the Owners of the 1996 Certificates and the 1998 Certificates; NOW THEREFORE,be it resolved that the Board ofDirectors ofthe City ofPalm Springs Financing ' Authority does hereby agree as follows: Section 1. The Amendment is approved and the Treasurer is authorized to execute the Amendment. Section 2. This Resolution shall take effect immediately upon its adoption. R21 Page 2 ADOPTED THIS 21st day of Apri 1 1999. AYES: Members Barnes, Hodges, Oden, Reller-Spurgin and Chairman Kleindienst NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA . Se etary Chairman REVIEWED & APPROVED AS TO FORM RESOLUTION NO. 22 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING AND DIRECTING THE ISSUANCE OF NOT TO EXCEED ' $40,000,000 PRINCIPAL AMOUNT OF LEASE REVENUE REFUNDING BONDS, 2001 SERIES A (CONVENTION CENTER PROJECT), APPROVING PRELIMINARY OFFICIAL STATEMENT AND DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING EXECUTION AND DELIVERY OF OFFICIAL STATEMENT, SUPPLEMENTAL TRUST AGREEMENT NO. 2, SUPPLEMENTAL LEASE AGREEMENT NO. 3, BOND PURCHASE AGREEMENT, AND ESCROW DEPOSIT AGREEMENT, AUTHORIZING THE SALE OF THE BONDS ON CERTAIN TERMS AND CONDITIONS, AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act") and the powers of such authority include the power to issue bonds for any of its corporate ' purposes; and WHEREAS, $50,668,512.10 aggregate principal amount of the Authority's Lease Revenue Bonds, 1991 Series A (Convention Center Project) (the "1991 Bonds") were sold and delivered on April 22, 1991; and WHEREAS, a portion of the 1991 Bonds were advance refunded with a portion of the Authority's Lease Revenue Refunding Bonds, 1997 Series A(Convention Center Project); and WHEREAS, it is now desirable that an additional portion of the 1991 Bonds be current refunded with a portion of the proceeds of the Lease Revenue Refunding Bonds, 2001 Series A (Convention Center Project) (the "2001 Bonds"); and WHEREAS, the City of Palm Springs (the "City") has approved the issuance of the 2001 Bonds; and WHEREAS, the Authority finds and determines that it is within the authority of the Authority and is a public purpose that the Authority approve the delivery and sale of the 2001 Bonds for said purposes and that there are significant public benefits arising from the taking of such action, including, but not limited to, demonstrable savings in effective interest rate, bond FA i�8 Resolution No. 27 Page 2 preparation, bond underwriting and financing costs associated with the issuance of the 2001 Bonds, as contemplated by Section 6586 of the Act; and WHEREAS, in connection with the marketing of the 2001 Bonds, it is now necessary and desirable to approve the form of the Supplemental Trust Agreement No. 2, the Supplemental .! Lease Agreement No. 3, and the Preliminary Official Statement with respect to the 2001 Bonds, and take certain other action with regard to the marketing of the 2001 Bonds. NOW, THEREFORE, BE IT RESOLVED, by the City of Palm Springs Financing Authority, as follows: SECTION 1. The above recitals are true and correct. SECTION 2. Pursuant to the Act, the Authority hereby approves the issuance of the 2001 Bonds in an aggregate principal amount of not to exceed $40,000,000. SECTION 3. That the form of the Supplemental Lease Agreement No. 3 Relating to ' Convention Center Facilities, dated as of August 1, 2001, by and between the Authority and City, a copy of which is on file with the Secretary of the Authority, be and is hereby is approved in substantially the form thereof or with such changes as may be approved by the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's, or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 4. BNY Western Trust Company is hereby appointed as Trustee under the Supplemental Trust Agreement No. 2, described in this Resolution. 1 SECTION 5. BNY Western Trust Company is hereby appointed as Escrow Bank under the Escrow Deposit and Trust Agreement, described in this Resolution. SECTION 6. That the form of the Supplemental Trust Agreement No. 2, dated as of August 1, 2001, by and among BNY Western Trust Company, as trustee (the "Trustee"), the Authority and the City, a copy of which is on file with the Secretary of Authority, be and is hereby approved in substantially the form thereof or with such changes as may be approved by the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. i SECTION 7. That the form of Escrow Deposit and Trust Agreement, dated as of August 1, 2001, by and between BNY Western Trust Company, as Escrow Bank, the Authority and City, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof, or with such changes as may be approved by the Chairperson or IRV#12151 vl _2_ Resolution No. 22 Page 3 Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 8. That the form of Contract of Purchase relating to the purchase of the 2001 Bonds by Stone & Youngberg, LLC, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in the form thereof, or with such changes as may be approved by the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's and Vice Chairperson's or Executive Director's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement and to insert in each of the aforesaid Agreement the dollar amount which reflects the provisions of said Contract of Purchase. Provided, however, that (1) the aggregate principal amount of the 2001 Bonds shall not exceed $40,000,000; and (2) the Authority shall have received from Stone & Youngberg, LLC, prior to the sale of the 2001 Bonds, its written confirmation that the 2001 Bonds will have a True Interest Cost of not more than 6%, with an initial underwriter's discount of no more than 1.25%. SECTION 9. That the Preliminary Official Statement relating to the 2001 Bonds is approved for distribution by Stone & Youngberg, LLC, to municipal bond broker-dealers, to banking institutions, and to members of the general public who may be interested in purchasing the 2001 Bonds. The Executive Director or Assistant Executive Director or Treasurer is authorized to approve the amendment of the Preliminary Official Statement, from time to time, ' pending distribution of the Preliminary Official Statement as shall be required to cause such Preliminary Official Statement to contain any further information necessary to accurately describe the 2001 Bonds and the Authority's Executive Director or Assistant Executive Director or Treasurer is authorized to deem final the Preliminary Official Statement as of its date for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934 as amended. The final Official Statement relating to the 2001 Bonds shall be submitted to the Executive Director or the Assistant Executive Director or Treasurer of the Authority for approval. SECTION 10. The financing consultant firm of Harrell & Company Advisors, LLC, Orange, California, is hereby appointed as financial advisor to the Authority with respect to the 2001 Bonds. SECTION 11. The law firm of Burke, Williams & Sorensen, LLP, Irvine, California, is hereby appointed as Bond Counsel with respect to the 2001 Bonds. SECTION 12. The law firm of Jones Hall, San Francisco, California, is hereby appointed as Disclosure Counsel with respect to the 2001 Bonds. SECTION 13. That the Chairperson, Vice Chairperson, Secretary, Treasurer and Executive Director and other authorized officers of the Authority be and are hereby each IRV 912151 A -3_ Resolution No. _2 Page 4 I authorized to execute and deliver such certificates, requests, statements, agreements and other kj documents and to take such other action as may be necessary to consummate the transactions i contemplated by each aforesaid Agreement. SECTION 14. This resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED THIS 20thday of June 2001. AYES: Members Hodges, Oden, Reller-Spurgin and Chairman %leindienst NOES: Members Jones tl ABSENT: Members None H `I A S CITY OF PALM SPRINGS, CALIFORNIA B�. Asst. Secretary Chairman REVIEWED & APPROVED i �I al IRV#12151 A -4- RESOLUTION NO. RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING THE REFINANCING OF CERTAIN OBLIGATIONS OF THE ' AUTHORITY, AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS 2001 HOUSING TAX ALLOCATION BONDS WHEREAS, the Community Redevelopment Agency of the City of Palm Springs (the "Agency") is a redevelopment agency, a public body, corporate and politic duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Law") and the powers of such agency include the power to incur indebtedness for the purpose of financing and refinancing redevelopment activities within and of benefit to its redevelopment project areas and to issue bonds for any of its corporate powers; and WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title I of the California Government Code); and WHEREAS, 114,030,100 aggregate principal amount of the Authority's Revenue (Tax Allocation) Bonds, 1991 Series B (Agency Loans) (the "1991 Bonds") were sold and delivered on September 5, 1991; and WHEREAS, the Authority loaned the proceeds of the 1991 Bonds to the Agency for deposit in the Low and Moderate Income Housing Fund (the "Housing Loan") and for deposit in the Redevelopment Fund (the "Project Loans" and together with the Housing Loan, collectively, the "1991 Loan") under and pursuant to a loan agreement, dated as of September 1, 1991 (the "1991 Loan Agreement"); and WHEREAS, a portion of the 1991 Bonds relating to the Project Loans were previously refunded and the Agency now finds it desirable to issue its 2001 Housing Tax Allocation Bonds (the "2001 Bonds") for the purpose, among others, of prepaying the Housing Loan under the 1991 Loan Agreement; and WHEREAS, the prepayment under the 1991 Loan Agreement will result in the refunding of the outstanding 1991 Bonds; and WHEREAS, the Authority finds and determines that it is within the authority of the Agency and is a public purpose that the Agency approve the delivery and sale of the 2001 Bonds OC,q x Resolution No. 91 ' Page 2 for said purposes and that there are significant public benefits arising from the taking of such action; and WHEREAS, in connection with the marketing of the 2001 Bonds, it is now necessary and desirable to approve the form of the Escrow Deposit Agreement, and take certain other action ! with regard to the marketing of the 2001 Bonds. NOW, THEREFORE, BE IT RESOLVED, by the City of Palm Springs Financing Authority, as follows: SECTION 1. The above recitals are true and correct. �1 SECTION 2. Pursuant to the Act, the Authority hereby approves the issuance by the Agency of the 2001 Bonds for the purpose of prepaying the remaining 1991 Loan which will result in the refunding of the outstanding 1991 Bonds. SECTION 3. That the form of Escrow Deposit and Trust Agreement, dated as of July 1, 2001, by and between BNY Western Trust Company, as Escrow Bank, the Agency and the Authority, a copy of which is on file with the Secretary of the Agency, be and is hereby approved in substantially the form thereof, or with such changes as may be approved by the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 4. That the Chairperson, Vice Chairperson, Secretary, Treasurer and Executive Director and other authorized officers of the Authority be and are hereby each authorized to execute and deliver such certificates, requests, statements, agreements and other documents and to take such other action as may be necessary to consummate the transactions contemplated by the aforesaid Agreement. SECTION 5. This resolution shall take effect and be enforceable immediately upon its adoption. :i i IRV#12259 v1 _2_ ;2 k N w h r a +h' Resolution No. 23 Page 3 ADOPTED THIS 2Qthday of June 2001. AYES: Members Hodges, Jones, Oden, Reller-Spurgin and Chairman Kleindienst NOES: Members None ' ABSENT: Members None ATTEST: CITY OF PALM SPRINGS FINANCING AUTHORITY �%/6l..fJZ� �Js� i 6s�955 , J Asst. Secretary Chairman REVIEWED & APPROVED IRV#12259 v1 -3- F,� � � 3 i RESOLUTION NO. FA 24 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING j AUTHORITY AMENDING RESOLUTION NO. FA-22 REDUCING THE AUTHORIZED PRINCIPAL AMOUNT OF LEASE REVENUE REFUNDING BONDS, 2001 SERIES A (CONVENTION CENTER PROJECT) FROM AN AMOUNT NOT 1 TO EXCEED $40,000,000 TO AN AMOUNT NOT TO EXCEED $32,000,000 AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act") and the powers of such authority include the power to issue bonds for any of its corporate purposes; and WHEREAS, at its meeting of June 20, 2001, the Authority adopted its Resolution No. FA-22, authorizing the issuance of its Lease Revenue Refunding Bonds, 2001 Series A 2001 (Convention Center Project) in aggregate principal amount not to exceed $40,000,0000; and WHEREAS, the Authority has determined to reduce the amount of aggregate principal amount of 2001 Bonds to be issued to an amount not to exceed $32,000,000; and WHEREAS the Authority has determined to authorize the extension of the term of the 2001 Bonds by an additional four (4) years beyond the maturity of its Lease Revenue Bonds, 1991 Series A (Convention Center Project) (the "1991 Bonds"); and WHEREAS, the City of Palm Springs (the "City") has approved the issuance of the 2001 Bonds in accordance with Resolution No. FA-22, as amended by this Resolution; and WHEREAS, the Authority finds and determines that it is within the authority of the Authority and is a public purpose that the Authority approve the delivery and sale of the 2001 Bonds for said purposes and that there are significant public benefits arising from the taking of such action, including, but not limited to, demonstrable savings in effective interest rate, bond preparation, bond underwriting and financing costs associated with the issuance of the 2001 Bonds, as contemplated by Section 6586 of the Act; and NOW, THEREFORE, BE IT RESOLVED, by the City of Palm Springs Financing Authority, as follows: SECTION 1. That the above recitals are true and correct. SECTION 2. That the Authority hereby amends Resolution No. FA-22 by amending the authorized aggregate principal amount of not to exceed $40,000,000 set forth in SECTION 2 and SECTION 8 thereof to an authorized aggregate principal amount of $32,000,000, 1 Resolution No. FA- 24 Page 2 SECTION 3. That the extension of the term of the 2001 Bonds by an additional four(4) years beyond the maturity of the Authority's 1991 Bonds is hereby approved. SECTION 4. That except as otherwise set forth in this Resolution, all of the provisions of Resolution No. FA-22 are hereby confirmed, ratified and shall remain in full force and effect. ' SECTION 5. This resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED THIS 29th day of July 2001. AYES: Members Jones, Reller-Spurgin and Chairman Rleindienst NOES: Members Hodges and odes ABSENT: Members None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA Asst. Secretary Chairman REVIEWED &APPROVED 1 IRV#13302 A -2- y RESOLUTION NO. 25 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT, AN ASSIGNMENT AGREEMENT, A TRUST AGREEMENT, A BOND PURCHASE AGREEMENT, APPROVING AN OFFICIAL STATEMENT AND OTHER MATTERS RELATING TO THE EXECUTION, DELIVERY AND SALE OF THE CITY OF PALM SPRINGS TAXABLE VARIABLE RATE DEMAND CERTIFICATES OF PARTICIPATION, 2002 SERIES A (DOWNTOWN PARKING PROJECT) A04552 A04552A WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement dated February 1, 1991 by and between the City of Palm Springs (the "City") and the Community Redevelopment Agency of the City of Palm Springs (the "Agency"),, and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), 1 and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of, among others, financing outstanding obligations of the City and/or entering into lease arrangements with the City to finance public improvements;and WHEREAS, the City proposes at this time to issue its Taxable Variable Rate Demand Certificates of Participation, 2002 Series A (Downtown Parking Project) in an aggregate principal amount of not to exceed $8,000,000 (the "Certificates") for the purpose of providing financing for certain capital public facilities, more particularly described in the hereinafter defined Lease Agreement (the "Facilities") for lease by the City to the Authority and lease by the Authority back to the City in accordance with the terms of a Lease Agreement, dated as of August 1, 2002,by and between the Authority and the City (the "Lease Agreement."); and WHEREAS, in order to accomplish the financing of the Facilities and the execution, delivery and sale of the Certificates, it is necessary that the Authority enter into a Lease Agreement, a Trust Agreement, and an Assignment Agreement, relating to the Certificates together with the execution and delivery of a Reimbursement Agreement and a Confirmation Agreement, which permit the Certificates to bear interest at variable rates and that certain other actions be taken and authorized; and WHEREAS, the Board of Directors of the Authority has determined that the Authority should enter into the aforementioned agreements and take certain other action in order to assist '( the City in accomplishing the aforementioned matters; IRV#23073 v1 _ i! Ci j Y. {I((I A! .Y Resolution 25 Page 2 NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AS FOLLOWS: Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby 1 finds and determines that the execution and delivery of the Certificates will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits within the contemplation of Section 6586 of the Act. Section 2. Issuance of Certificates. The Board hereby authorizes the execution and delivery of the Certificates under and pursuant to the Act, in the maximum aggregate principal amount not to exceed $8,000,000. Section 3. Approval of Financing Documents. The Board hereby approves each of the following documents in substantially the respective forms on file with the Secretary, together with such additions thereto and changes therein as Special Counsel shall deem necessary, desirable or appropriate, the execution of which by the Chairperson the Vice Chairperson or the Executive Director or the Treasurer shall be conclusive evidence of the approval of any such additions and changes: (1) the Trust Agreement relating to the execution and delivery of the Certificates by and between BNY Western Trust Company (the "Trustee"), the City and the Authority; (2) the Lease Agreement relating to the lease of the facilities by the City from the Authority. (3) the Assignment Agreement between the Authority and the Trustee. 1 (4) the Bond Purchase Contract, among the City, the Authority and the Stone & Youngberg LLC, as Underwriter, and (5) the Reimbursement Agreement among the City, the Authority and Union Bank of California,as Credit Bank. (6) the Confirmation Agreement, among the City, the Authority and California State Teachers Retirement System, as Confirming Bank, and (7) the Remarketing Agreement, among the City, the Authority and Stone & Youngberg , as Remarketing Agent. The Chairperson, the Vice Chairperson, the Executive Director or the Treasurer are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of each of the foregoing documents and agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of each of the foregoing documents and agreements. Iav n23073 vz _2_ i F A1 - D • Resolution 25 Page 3 Section 4. Appointment of Trustee. BNY Western Trust Company is hereby appointed as Trustee pursuant to the Trust Agreement, to take any and all action provided therein to be taken by the Trustee in regard to any of the Certificates. Section 5. Certificates. The form of the Certificates as set forth in the Trust Agreement is hereby approved, and the Trustee is hereby authorized to execute and deliver the Certificates in an aggregate principal amount which shall not exceed the amount set forth in the recitals of this Resolution, and to apply and expend the proceeds thereof as specified in the Trust Agreement. The Chairperson, the Treasurer and the Secretary of the Authority are hereby authorized and directed to cooperate with the officers of the City in determining the final aggregate principal amount of the Certificates to be issued based on the determination of said officers of the amount needed to finance the Facilities. Section 6. Official Statement and Bond Purchase Agreement. The Preliminary Official Statement prepared in connection with the Certificates is hereby approved and the preparation and distribution of Final Official Statement is also approved. The use of the Preliminary Official Statement and the Final Official Statement in connection with the offering and sale of the Certificates is also hereby authorized and approved. The form of Bond Purchase Agreement presented by Stone & Youngberg LLC as underwriter, is hereby approved and the Chairperson of the Authority or the Executive Director or the Treasurer, is hereby authorized to execute and deliver said agreement on behalf of the Authority subject to the establishment of the final terms for the sale of the Certificates by the City, or by the City's staff under authority delegated to it by the City Council. The Executive Director or the Treasurer of the Authority is hereby authorized to execute a certificate which shall have the effect of deeming the preliminary Official Statement "final" for the purposes of Securities and Exchange Rule 15c2-12 under the Securities and Exchange Act of 1934. The Executive Director or the Treasurer is further authorized to sign on behalf of the Authority a continuing disclosure certificate with respect to the financing, in such form as may be approved by Special Counsel. Section 7. Other Action. The Chairperson, the Executive Director, the Treasurer, the Secretary and the other officers of the Authority are hereby authorized to take any and all action which is directed by legal counsel to the Authority with respect to the execution, acknowledgment and delivery of the aforementioned agreements and the sale of each series of Certificates which in the opinion of said legal counsel is necessary in order for the authorizations and directions provided in this Resolution to be carried out. Section S. Effective Date. This resolution shall take effect immediately upon adoption. IRV#23073 v1 -3- Resolution 25 Page 4 ADOPTED this 17th day of July ,2002. AYES: Members Hodges, Mills, Oden, Reller-Spurgin and Chairman Rleindienst NOES: None ABSENT: None ' ATTEST: CITY OF PALM SSPRINGS,CALIFORNI ki Secretary Chairman REVIEWED AND APPROVED AS TO FORM: Authority Counsel 1 I IRV#23073 v1 _4_ K ' RESOLUTION NO. sy A RESOLUTION OF THE PALM SPRINGS FINANCING AUTHORITY DECLARING ITS OFFICIAL INTENT TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF TAX EXEMPT OBLIGATIONS "WHEREAS, the Palm Springs Financing Authority(the "Authority") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act") and the powers of such authority include the power to issue bonds for any of its corporate purposes; and WHEREAS, the Authority desires to finance the construction and acquisition of the public facilities described below (collectively, the "Project"); and WHEREAS, the Authority will be expending funds for the construction and acquisition of the Project; and WHEREAS, the Authority reasonably expects to reimburse such expenditures by ' authorizing the sale and delivery of one or more series of Bonds, as described below; NOW, THEREFORE, the Palm Springs Financing Authority hereby resolves as follows: Section 1. This Resolution is a declaration of official intent to reimburse expenditures pursuant to Treasury Regulations Section 1.150-2. Section 2. The Authority desires to finance the construction and acquisition of the Project consisting of a two-phase expansion of the Palm Springs Convention Center, Section 3. The Authority reasonably expects to incur expenditures in an amount not to exceed $3,750,000 in connection with the construction and acquisition of the Project. Section 4. The Authority reasonably expects to reimburse such expenditures through the sale and delivery of one or more series of bonds (the "Bonds"), the interest component on which is excludable from gross income under Section 103 of the Internal Revenue Code. The maximum principal amount of Bonds expected to be issued for the Project is $30,000,000. ' Section 5. The reimbursement allocation to be made with respect to the expenditures will occur not later than eighteen (18) months after the later of(i) the date on which the expenditure is paid, or(ii) the date on which the Project is placed in service, but in no event more than 3 years after the expenditure is paid. n2V 927610 v1 _1 Resolution 26 Page 2 Section 6. This Resolution expresses the Authority's expectations as of this date with respect to the financing of the construction and acquisition of the Project. Future events or extraordinary circumstances beyond the control of the Authority may result in the Project being financed in a manner other than as described in this Resolution, and nothing contained herein constitutes an irrevocable commitment by the Authority to issue the Bonds. Section 7. The Secretary shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect. Notwithstanding the foregoing, such certification and any of the other duties and responsibilities assigned to the Secretary pursuant to this Resolution may be performed by an Assistant Secretary with the same force and effect as if performed by the Secretary hereunder. Adopted this 2nd day of January , 2003. AYES: Members Hodges, Mills, Oden, Reller-Spurgin and Chairman Kleindienst NOES: None ABSENT: None ATTEST: CITY F PAL SPRINGS, CALrrORNIA Secretary- Chairman REVIEWED AND APPROVED I HEREBY CERTIFY THAT THE FOREGOING IS A TRUE COPY OF RESOLUTION NO. 26 DULY ADOPTED BY THE FINANCING AUTHORITY OF THE CITY OF PALM SPRINGS IN A MEETING THEREOF HELD ON THE 2nd DAY OF JANUARY, 2003. DATED T PAL PRING ALIFORNIA THIS 5th DAY OF FEBRUARY, 2003. Secretary City of Palm Springs, California - 2 - RESOLUTION NO. A RESOLUTION OF THE PALM SPRINGS FINANCING AUTHORITY DECLARING ITS OFFICIAL INTENT TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF TAX EXEMPT OBLIGATIONS WHEREAS, the Palm Springs Financing Authority(the "Authority") is a Joint Powers Authority(a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act") and the powers of such authority include the power to issue bonds for any of its corporate purposes; and WHEREAS, the Authority desires to refinance the construction and acquisition of the public facilities described below (collectively, the "Project"); and WHEREAS, the Authority will be expending funds for preliminary expenditures in connection with the refinancing of the construction and acquisition of the Project; and WHEREAS, the Authority reasonably expects to reimburse such expenditures by authorizing the sale and delivery of one or more series of Bonds, as described below; NOW, THEREFORE, the Palm Springs Financing Authority hereby resolves as follows: Section 1. This Resolution is a declaration of official intent to reimburse expenditures pursuant to Treasury Regulations Section 1.150-2. Section 2. The Authority desires to refinance the construction and acquisition of the Project consisting of capital improvements to the Palm Springs Airport. Section 3. The Authority reasonably expects to incur expenditures including, but not ihnited to financial analysis, in an amount not to exceed $200,000 in connection with the refinancing of the construction and acquisition of the Project. Section 4. The Authority reasonably expects to reimburse such expenditures through the sale and delivery of one or more series of bonds (the 'Bonds"), the interest component on which is excludable from gross income under Section 103 of the Internal Revenue Code. The maximum principal amount of Bonds expected to be issued for the Project is $18,000,000. Section 5. The reimbursement allocation to be made with respect to the expenditures will occur not later than eighteen (18) months after the later of(i) the date on which the expenditure is paid, or (ii) the date on which the Project is placed in service, but in no event more than 3 years after the expenditure is paid. IRV#27609 v1 -1- Resolution 27' Page 2 Section 6. This Resolution expresses the Authority's expectations as of this date with respect to the financing of the construction and acquisition of the Project. Future events or extraordinary circumstances beyond the control of the Authority may result in the Project being financed in a manner other than as described in this Resolution, and nothing contained herein constitutes an irrevocable commitment by the Authority to issue the Bonds. Section 7. The Secretary shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect. Notwithstanding the foregoing, such certification and any of the other duties and responsibilities,assigned to the Secretary pursuant to this Resolution may be performed by an Assistant Secretary with the same force and effect as if performed by the Secretary hereunder. Adopted this end day of January , 2003. AYES: Members Hodges, Mills, Oden, Reller-Spurgin and Chairman Kleindienst NOES: None ABSENT: None ATTEST: CITY OF PAL ly1 SPRINGS, CALIFORNIA Secretary airman REVIEWED AND APPROVED I HEREBY CERTIFY THAT THE FOREGOING IS A TRUE COPY OF RESOLUTION NO. 27 DULY ADOPTED BY THE FINANCING AUTHORITY OF THE CITY OF PALM SPRINGS IN A MEETING THEREOF HELD ON THE 2nd DAY OF JANUARY, 2003. DAI AT PALM SPRINGS, CALIFORNIA THIS Sth DAY OF FEBRUARY, 2003-- Secretary City of Palm Springs, California - 2 - RESOLUTION NO. 28 A RESOLUTION OF THE PALM SPRINGS FINANCING AUTHORITY DECLARING ITS OFFICIAL INTENT TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF TAX EXEMPT OBLIGATIONS WHEREAS, the Palm Springs Financing Authority (the "Authority') is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act') and the powers of such authority include the power to issue bonds for any of its corporate purposes; and WHEREAS, the Authority desires to finance the construction and acquisition of the public facilities described below (collectively, the "Project'); and WHEREAS, the Authority will be expending funds for the construction and acquisition of the Project; and WHEREAS, the Authority reasonably expects to reimburse such expenditures by ' authorizing the sale and delivery of one or more series of Bonds, as described below; NOW, THEREFORE, the Palm Springs Financing Authority hereby resolves as follows: Section 1. This Resolution is a declaration of official intent to reimburse expenditures pursuant to Treasury Regulations Section 1.150-2. Section 2. The Authority desires to finance the construction and acquisition of the Project consisting of remodeling the new Visitor Information Center (formerly Tramway Gas Station). Section 3. The Authority reasonably expects to incur expenditures in an amount not to exceed $750,000 in connection with the construction and acquisition of the Project. Section 4. The Authority reasonably expects to reimburse such expenditures through the sale and delivery of one or more series of bonds (the `Bonds"), the interest component on which is excludable from gross income under Section 103 of the Internal Revenue Code. The maximum principal amount of Bonds expected to be issued from the Project (the Phase II expansion of the Convention Center) is $30,000,000. Section 5. The reimbursement allocation to be made with respect to the ' expenditures will occur not later than eighteen (18) months after the later of (i) the date on which the expenditure is paid, or (ii) the date on which the Project is placed in service, but in no event more than 3 years after the expenditure is paid. �QENisE� - 1 - PA y Resolution 28 Page 2 Y Section 6. This Resolution expresses the Authority's expectations as of this date with respect to the financing of the construction and acquisition of the Project. Future events or extraordinary circumstances beyond the control of the Authority may result in the Project being financed in a manner other than as described in this Resolution, and nothing contained herein constitutes an irrevocable commitment by the Authority to issue the Bonds. Section 7. The Secretary shall certify to the adoption of this Resolution, and :i thenceforth and thereafter the same shall be in full force and effect. Notwithstanding the foregoing, such certification and any of the other duties and responsibilities assigned to b the Secretary pursuant to this Resolution may be performed by an Assistant Secretary with the same force and effect as if performed by the Secretary hereunder. ADOPTED this 18th day of June 2003 AYES: Members Oden, Reller-Spurgin and Chairman Kleindienst ' NOES: None ABSENT: Members Hodges and Mills CIFY, OF PALM S RINGS, CALIFORNIA v �a'�.�1.t-cILS.�-L Secretary Chairman REVIEWED &APPROVED ,I W' RESOLUTION NO. 29 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING AND DIRECTING THE ISSUANCE AND SALE OF NOT TO EXCEED $65,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS LEASE REVENUE BONDS, 2004 SERIES A (CONVENTION CENTER EXPANSION PROJECT), APPROVING A PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT, SUPPLEMENTAL TRUST AGREEMENT NO. 3, SUPPLEMENTAL LEASE AGREEMENT NO. 4, BOND PURCHASE AGREEMENT AND ESCROW DEPOSIT AGREEMENT AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its power, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title (of the California Government Code) (the "Act") and the powers of such authority include the power to issue bonds for any of its corporate purposes; and WHEREAS, $50,668,512.10 aggregate principal amount of the Authority's Lease Revenue Bonds, 1991 Series A (Convention Center Project) (the "1991 Bonds") were sold and delivered on April 22, 1991; and WHEREAS, a portion of the 1991 Bonds were advance refunded with a portion of the Authority's Lease Revenue Refunding Bonds, 1997 Series B (Convention Center Project) (the "1997 Bonds); and WHEREAS, a portion of the 1991 Bonds were currently refunded with the proceeds of the Authority Lease Revenue Refunding Bonds, 2001 Series A (Convention Center Project) (the "2001 Bonds"); and WHEREAS, $2,125,539.90 initial principal amount of the 1991 Bonds, $11,205,000 aggregate principal amount of the 1997 Bonds and $26,230,000 aggregate principal amount of the 2001 Bonds remain outstanding; and WHEREAS, the City desires to currently refund the 1997 Bonds and to finance the expansion of the Convention Center facilities with a portion of the proceeds of the Authority's Lease Revenue Bonds, 2004 Series A (Convention Center Project) (the "2004 Bonds"); and WHEREAS, the City of Palm Springs (the "City") has approved the issuance of the 2004 Bonds; and WHEREAS, the Authority finds and determines that it is within its authority and public purpose that it approve the delivery and sale of the 2004 Bonds for said purposes and that there are significant public benefits arising from the taking of such action, including, but not limited to, Resolution No. 29 Page 2 demonstrable savings in effective interest rate, bond preparation, bond underwriting and ' financing costs associated with the issuance of the 2004 Bonds, as contemplated by Section 6586 of the Act; and WHEREAS, in connection with the marketing of the 2004 Bonds, it is now necessary and desirable to approve the form of the following documents: (a) Supplemental Trust Agreement No. 3 ("Supplemental Trust Agreement No. 3") by and among the City, the Authority and BNY Western Trust Company, as trustee (the "Trustee"), (b) Supplemental Lease Agreement No. 4 Relating to Convention Center Facilities ("Supplemental Lease Agreement No. 4") between the Authority and the City; (c) Escrow Deposit and Trust Agreement ("Escrow Agreement"), among the Authority, the Trustee and BNY Western Trust Company, as escrow agent and trustee with respect to the 1997 Bonds, (d) Bond Purchase Agreement ("Bond Purchase Agreement") between the Authority and Stone & Youngberg, LLC (the "Underwriter"), (e) The Preliminary Official Statement (the "Preliminary Official Statement") relating to the sale of the Bonds, and (f) The Third Amended Assignment Agreement (the "Assignment ' Agreement") between the Authority and the Trustee. NOW, THEREFORE, BE IT RESOLVED, by the City of Palm Springs Financing Authority, as follows: SECTION 1. The above recitals are true and correct. SECTION 2. Pursuant to the Act, the Authority hereby approves of the issuance of the 2004 Bonds in an aggregate principal amount of not to exceed $65,000,000. SECTION 3. That the form of the Supplemental Lease Agreement No. 4 , a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof or with such changes as may be approved by the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's, or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 4. BNY Western Trust Company is hereby appointed as Trustee under the Supplemental Trust Agreement No. 3. SECTION 5. BNY Western Trust Company is hereby appointed as Escrow Bank under the Escrow Agreement. Resolution No. 29 Page 3 SECTION 6. That the form of the Supplemental Trust Agreement No. 3, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof or which such changes as may be approved by the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 7. That the form of Escrow Agreement, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof, or which such changes as may be approved by the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 8. That the form of Bond Purchase Agreement relating to the purchase of the 2004 Bonds by Stone & Youngberg, LLC, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in the form thereof, or with such changes as may be approved by the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's and Vice Chairperson's or Executive Director's or Treasurer's ' execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement and to insert in the Bond Purchase Agreement the dollar amount which reflects the provisions of said Bond Purchase Agreement; provided, however, that (1) the aggregate principal amount of the 2004 Bonds shall not exceed $65,000,000; and (2) the Authority shall have received from the Underwriter, prior to the sale of the 2004 Bonds, its written confirmation that the 2004 Bonds will have a True Interest Cost of not more than 6%, with an initial underwriter's discount (excluding original issue discount) of no more than .82%. SECTION 9. That the Preliminary Official Statement relating to the 2004 Bonds is approved for distribution by the Underwriter, to municipal bond broker-dealers, to banking institutions, and to members of the general public who may be interested in purchasing the 2004 Bonds. The Executive Director or Assistant Executive Director or Treasurer is authorized to approve the amendment of the Preliminary Official Statement, from time to time, pending distribution of the Preliminary Official Statement as shall be required to cause such Preliminary Official Statement to contain any further information necessary to accurately describe the 2004 Bonds and the Authority's Executive Director or Assistant Executive Director or Treasurer is authorized to deem final the Preliminary Official Statement as of its date for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934 as amended. The final Official Statement relating to the 2004 Bonds shall be submitted to the Executive Director or the Assistant Executive Director or Treasurer of the Authority for approval. SECTION 10. That the form of Assignment Agreement, a copy of which is on file ' with the Secretary of the Authority, be and is hereby approved in substantially the form thereof, or which such changes as may be approved by the Chairperson or Vice Chairperson or Resolution No. 29 Page 4 Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 11. The financing consultant firm of Harrell & Company Advisors, LLC, Orange, California, is hereby appointed as financial advisor to the Authority with respect to the 2004 Bonds. SECTION 12. The law firm of Aleshire & Wynder, LLP, Irvine, California, is hereby appointed as Bond Counsel to the Authority with respect to the 2004 Bonds. SECTION 13. The law firm of Jones Hall, San Francisco, California, is hereby appointed as Disclosure Counsel with respect to the 2004 Bonds. SECTION 14. That the Chairperson, Vice Chairperson, Secretary, Treasurer and Executive Director and other authorized officers of the Authority be and are hereby each authorized to execute and deliver such certificates, requests, statements, agreements and other documents and to take such other action as may be necessary to consummate the transactions contemplated by each aforesaid Agreement. SECTION 15. This Resolution shall take effect and be enforceable immediately upon its adoption. , ADOPTED THIS 7`h day of April, 2004. AYES: Members Foat, McCulloch, Mills, Pougnet and Chairman Oden NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, FINANCING AUTHORITY Asst. Secretary Chairman REVIEWED AND APPROVED BY: p RESOLUTIdN NO. 30 OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING THE PURCHASE AND SALE OF COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS MERGED PROJECT NO. 1 TAX ALLOCATION REFUNDING BONDS, 2004 SERIES A AND THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS MERGED PROJECT NO. 2 TAX ALLOCATION REFUNDING BONDS, 2004 SERIES B UPON CERTAIN TERMS AND CONDITIONS, APPROVING DISTRIBUTION OF THE OFFICIAL STATEMENT RELATING THERETO AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS the City of Palm Springs (the "City") and the Community Redevelopment Agency of the City of Palm Springs ("the Agency") entered into a Joint Exercise of Powers Agreement (the "Agreement"), creating the City of Palm Springs Financing Authority (the "Authority"); and WHEREAS pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act") and the Agreement, the Authority is authorized to purchase bonds issued by the Agency for financing and refinancing public capital improvements; and ' WHEREAS pursuant to the Act and the Agreement the Authority is further authorized to sell bonds so purchased to public or private purchasers at public or negotiated sale; and WHEREAS the Authority desires to purchase from the Agency its not to exceed $16,000,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Refunding Bonds, 2004 Series A (the "Series 2004A Bonds") solely from the proceeds of the Authority's concurrent sale of the Series 2004A Bonds to Stone & Youngberg LLC (the "Underwriter") pursuant to a Purchase Contract (the "2004A Purchase Contract"), among the Authority, the Agency and the Underwriter; and WHEREAS the Authority desires to purchase from the Agency its not to exceed $10,000,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Refunding Bonds, 2004 Series B (the "Series 2004B Bonds" and together with the Series 2004A Bonds, the "Series 2004 Bonds") solely from the proceeds of the Authority's concurrent sale of the Series 2004B Bonds to the Underwriter pursuant to a Purchase Contract (the "2004B Purchase Contract"), among the Authority, the Agency and the Underwriter; and WHEREAS the proceeds of the Series 2004 Bonds will be used to refund the Authority's outstanding City of Palm Springs Financing Authority Local Agency Revenue Bonds, 1994 Series A, and City of Palm Springs Financing Authority Local Agency Subordinate Revenue Bonds, 1994 Series B (collectively, the "Series 1994 Bonds")pursuant to one or more escrow deposit and trust agreements between the Authority, the Agency and BNY ' Western Trust Company, as escrow agent (collectively, the "Escrow Agreements"); and WHEREAS the Agency has caused an Official Statement, in preliminary form, relating to the Series 2004 Bonds (the "Official Statement") to be submitted to the Authority for approval for distribution to purchasers of the Series 2004 Bonds; and Resolution 30 Page 2 WHEREAS the Board of Directors, with the aid of its staff, has reviewed the 2004A ' Purchase Contract, the 2004E Purchase Contract and the preliminary Official Statement and wishes to approve and confirm the foregoing, as well as the other matters set forth below, in the public interests of, and for significant public benefits to, the Agency and the City of Palm Springs; NOW THEREFORE BE IT RESOLVED by the Board of Directors of the City of Palm Springs Financing Authority as follows: Section 1. The Authority hereby authorizes the purchase of the Series 2004A Bonds by the Authority from the Agency for concurrent resale by the Authority to the Underwriter pursuant to and in accordance with the 2004A Purchase Contract in substantially the form on file with the Secretary together with any additions thereto or changes therein approved by the Treasurer of the Authority (the "Treasurer'), including any modifications necessary to implement the private placement of all or a portion of the Series 2004A Bonds, and the execution thereof shall be conclusive evidence of such approval. The Authority hereby delegates to the Executive Director or the Treasurer (or his written designee) the authority to accept an offer from the Underwriter to purchase the Series 2004A Bonds from the Authority and to execute the 2004A Purchase Contract for and in the name and on behalf of the Authority; provided, however, that the stated average annual interest rate payable with respect to the Series 2004A Bonds shall not exceed six percent (6%) per annum and the purchase price paid by the ' Underwriter for the purchase of the Series 2004A Bonds shall be not less than ninety-nine percent (99%) of the par amount thereof, excluding any original issue discount on the Series 2004A Bonds. Section 2. The Authority hereby authorizes the purchase of the Series 2004B Bonds by the Authority from the Agency for concurrent resale by the Authority to the Underwriter pursuant to and in accordance with the 2004B Purchase Contract in substantially the form on file with the Secretary together with any additions thereto or changes therein approved by the Treasurer of the Authority (the 'Treasurer"), including any modifications necessary to implement the private placement of all or a portion of the Series 2004B Bonds, and the execution thereof shall be conclusive evidence of such approval. The Authority hereby delegates to the Executive Director or Treasurer (or his written designee) the authority to accept an offer from the Underwriter to purchase the Series 2004B Bonds from the Authority and to execute the 2004B Purchase Contract for and in the name and on behalf of the Authority; provided, however, that the stated average annual interest rate payable with respect to the Series 2004B Bonds shall not exceed six percent (6%) per annum and the purchase price paid by the Underwriter for the purchase of the Series 2004B Bonds shall be not less than ninety-nine percent (99%) of the par amount thereof, excluding any original issue discount on the Series 2004B Bonds. Section 3. The Escrow Agreements relating to the refunding of the Series 1994 ' Bonds, substantially in the form on file with the Secretary of the Authority, together with any additions or changes thereto approved by the Executive Director or Treasurer of the Agency, are hereby approved. The Executive l Resolution 30 Page 3 Director or the Treasurer of the Authority are hereby authorized and directed to execute the Escrow Agreements for and in the name and on behalf of the Authority, the execution thereof to be deemed conclusive evidence of such officer's approval thereof. Section 4. The Official Statement relating to the Series 2004 Bonds, together with such amendments and supplements as shall be necessary or convenient to accurately describe the Series 2004 Bonds in accordance with the 2004A Purchase Contract, the 2004B Purchase Contract, this Resolution and the other related proceedings and documents, is hereby approved for distribution to the purchasers of the Series 2004 Bonds. Section 5. The Chairman, the Executive Director, the Treasurer, the Secretary and the General Counsel of the Authority and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any, and all assignments, certificates, requisitions, agreements notices, ,'consents, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the sale, issuance and delivery of the Series 2004 Bonds to the Underwriter pursuant to the 2004A Purchase Contract and the 2004B Purchase Contract. Any officer of the Authority herein authorized or directed to take any action may designate another officer of the Authority to take such action on his or her behalf, such designation to be approved or ratified in writing with respect to the taking of the applicable action. Section 6. This resolution shall take effect from and after its adoption. ADOPTED this 21s`day of April, 2004. AYES: Members Foat, McCulloch, Pougnet and Mayor Oden NOES: None ABSENT: Member Mills ATTEST: CITY OF PALM SPRINGS FINANCING AUTHORITY B Ass . Secretary Chairman ' REVIEWED AND APPROVED AS TO FORM: it RESOLUTION NO. 31 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY APPROVING THE EXECUTION OF A SUPPLEMENTAL SITE LEASE AND CERTAIN OTHER DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF NOT TO EXCEED $65,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE AUTHORITY'S LEASE REVENUE BONDS, 2004 SERIES A (CONVENTION CENTER EXPANSION PROJECT) AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO " WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its power, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title ( of the California Government Code) (the "Act") and the powers of such authority include the power to issue bonds for any of its corporate purposes; and WHEREAS, pursuant to Resolution No. 29, adopted by the Authority on April 7, 2004 (the "Initial Resolution"), the Authority has approved the execution of certain , documents in connection with issuance of the City of Palm Springs Financing Authority Lease Revenue Bonds, 2004, Series A (Convention Center Expansion Project) (the 2004 Bonds"); WHEREAS, the City desires to lease certain additional property (the "Parking Lots") to the Authority as described in Supplemental Site Lease No. 2 (the "Supplemental Site Lease'), by and between the City and the Authority, in connection with the expansion of the Convention Center; and WHEREAS, the Authority will sublease the Parking Lots to the City pursuant to Supplemental Lease Agreement No. 4 between the City and the Authority, approved pursuant to the Initial Resolution ("Supplemental Lease Agreement No. 4"); WHEREAS, Authority will assign all its interest in the property pursuant to the Third Amended Assignment Agreement ("Assignment Agreement) between the Authority and BNY Western Trust Company, as trustee (the "Trustee"); and WHEREAS, the Authority desires to approve such documents, Supplemental Trust Agreement No. 3 ("Supplemental Trust Agreement No. 3"), among the City, the Authority and the Trustee and the Preliminary Official Statement included in the Initial Resolution to reflect the inclusion of the Parking Lots as part of the leased premises; and NOW, THEREFORE, BE IT RESOLVED, by the City of Palm Springs Financing Authority, as follows: 1003/064/31291.01 Resolution No. 31 Page 2 SECTION 1. The above recitals are true and correct. SECTION 2. Pursuant to the Act and the Initial Resolution, the Authority hereby approves of the issuance of the 2004 Bonds in an aggregate principal amount of not to exceed $65,000,000. SECTION 3. That the form of the Supplemental Site Lease, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof or with such changes as may be approved by the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's, or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 4. That the form of the Supplemental Lease Agreement No. 4 , a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof or with such changes as may be approved by the Chairperson or any Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's, or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 5. That the form of the Supplemental Trust Agreement No. 3, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof or which such changes as may be approved by the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 6. That the Preliminary Official Statement relating to the 2004 Bonds is approved for distribution by the Underwriter, to municipal bond broker-dealers, to banking institutions, and to members of the general public who may be interested in purchasing the 2004 Bonds. The Executive Director or Assistant Executive Director or Treasurer is authorized to approve the amendment of the Preliminary Official Statement, from time to time, pending distribution of the Preliminary Official Statement as shall be required to cause such Preliminary Official Statement to contain any further information necessary to accurately describe the 2004 Bonds and the Authority's ' Executive Director or Assistant Executive Director or Treasurer is authorized to deem final the Preliminary Official Statement as of its date for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934 as amended. The final Official Statement 10031064131291.01 Resolution No. 31 Page 3 relating to the 2004 Bonds shall be submitted to the Executive Director or the Assistant Executive Director or Treasurer of the Authority for approval. SECTION 7. That the form of Assignment Agreement, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof, or which such changes as may be approved by the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority, said Chairperson's or Vice Chairperson's or Executive Director's or Treasurer's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Chairperson or Vice Chairperson or Executive Director or Treasurer of the Authority be and is hereby authorized, together or alone, to execute and deliver said Agreement. SECTION 8. That the Chairperson, Vice Chairperson, Secretary, Treasurer and Executive Director and other authorized officers of the Authority be and are hereby each authorized to execute and deliver such certificates, requests, statements, agreements and other documents and to take such other action as may be necessary to consummate the transactions contemplated by each aforesaid Agreement. SECTION 9. This Resolution supplements the Initial Resolution. Except as supplemented hereby, the Initial Resolution shall remain in full force and effect. SECTION 10. This Resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED THIS 5th day of May, 2004. AYES: Members Foat, Mills, McCulloch, Pougnet, and Mayor Oden NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, FINANCING AUTHORITY B Asst. ecretary Chairman REVIEWED AND APPROVED BY: 1003/064/31291 01 i RESOLUTION NO. 32 ' OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY, PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $13,500,000 PRINCIPAL AMOUNT OF ITS BONDS AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a joint exercise of powers authority organized and existing under the laws of the State of California, and pursuant to a joint exercise of powers agreement, dated February 1, 1991, between the City of Palm Springs (the "City") and the Community Redevelopment Agency of the City of Palm Springs (the "Agency"), as amended, with the authority to assist the City and the Agency in providing for financing and refinancing in connection with the acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City and the Agency, including but not limited to, the acquisition of land and construction of improvements for the benefit of the Palm Springs International Airport; and WHEREAS, the Authority is authorized to exercise certain powers to issue bonds pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (constituting Article 4 of w• ' Chapter 5 of Division 7 of Title 1, commencing at Section 6584 of the Government Code of the State of California) (the "Act'); and WHEREAS, the Authority has previously issued its City of Palm Springs Financing Authority (Palm Springs Regional Airport) Airport Revenue Bonds, 1992 Series (the "1992 Bonds") pursuant to a Master Trust Indenture, dated as of August 1, 1992, between the Authority and First Interstate Bank of California, as predecessor to The Bank of New York Trust Company, N.A., as trustee (the "1992 Trustee"), as amended and supplemented by that First Supplemental Trust Indenture, dated as of August 1, 1992, by and between the Authority and the 1992 Trustee (collectively, the "1992 Trust Agreement'); and WHEREAS, the proceeds of the 1992 Bonds were used to fund the construction of certain improvements at the Palm Springs International Airport, known as the Phase 1A Terminal Expansion Improvements (the "Project') for the benefit of the City; and WHEREAS, $12,615,000 aggregate principal amount of the 1992 Bonds remain outstanding; and WHEREAS, the City and the Authority desire to refund the 1992 Bonds; and WHEREAS, in connection with refunding the 1992 Bonds the City desires to prepay its obligations under the First Amended and Restated Installment Sale Agreement, dated as ' of August 1, 1992 (the "1992 Installment Sale Agreement'), between the City and the Authority; and WHEREAS, in order to prepay its obligations under the 1992 Installment Sale Agreement, the City will sell the Project to the Authority pursuant to a Sale Agreement (the "Sale Agreement'), by and between the City and the Authority; and G c y Resolution 32 Page 2 WHEREAS, the Authority will resell the Project to the City pursuant to the Installment ' Sale Agreement (the 'Installment Sale Agreement'), by and between the Authority and the City, whereby the City will be obligated to make Installment Payments (as defined in the Installment Sale Agreement) to the Authority; and WHEREAS, the Authority desires to issue not to exceed $13,500,000 aggregate principal amount of its City of Palm Springs Financing Authority Airport Passenger Facility Charge Subordinate Refunding Revenue Bonds, Series 2005A (Palm Springs International Airport) (the "Bonds"); and WHEREAS, the payment of principal and interest on the bonds will be secured by the Installment Payments, which Installment Payments shall be derived from certain passenger facility charges to be received by the City in connection with the operations of the Palm Springs International Airport; and WHEREAS, the pledge of the passenger facility charges by the City to secure the Bonds will be subordinate to the pledge provided by the outstanding Palm Springs Financing Authority Airport Passenger Facility Charge Revenue Bonds, Series 1998 (Palm Springs Regional Airport) (the "1998 Bonds"); and WHEREAS, the proceeds of the Bonds will be used to (a) refund the outstanding 1992 Bonds, (b) pay interest on the bonds accrued to the date of delivery, if any, (c) fund a reserve fund for the Bonds and (d) pay certain costs of issuance in connection with the ' Bonds; and WHEREAS, the Authority may refund the 1992 Bonds pursuant to Section 6595.3 of the Act; and WHEREAS, the Authority will issue the Bonds pursuant to the terms of the Trust Indenture (the 'Indenture"), by and between the Authority and The Bank of New York Trust Company, N.A., as Trustee (the 'Trustee"); and WHEREAS, the Authority desires to sell the Bonds to Stone & Youngberg LLC (the "Underwriter") pursuant to a Purchase Contract by and among the Authority, the City, and the Underwriter (the "Purchase Contract'); and WHEREAS, to provide for the sale of the Bonds to the public by the Underwriter, Harrell & Company Advisors, LLC, the Financing Consultant, on behalf of the Authority, has prepared a Preliminary Official Statement; and WHEREAS, the Board of Directors desires to approve the Sale Agreement, the Installment Sale Agreement, the Indenture, the Assignment Agreement (as hereinafter defined), the Purchase Contract, the Preliminary Official Statement and the Escrow Agreement (as hereinafter defined),and any other agreements or documents necessary to issue the Bonds (collectively, the "Financing Documents"); and WHEREAS, the City and the Authority have previously entered into Amendment No. 1 to , the First Amended and Restated Installment Sale Agreement, dated as of April 1, 1998 ("Amendment No. 1"), between the Authority and the City, in order to facilitate the issuance of the 1998 Bonds, which 1998 Bonds were issued on a parity with the 1992 Bonds; Resolution 32 Page 3 WHEREAS, the City and the Authority, with the consent of Financial Security Assurance, _ a Inc., the insurer of the 1998 Bonds, desire to amend the 1992 Installment Sale Agreement, as amended by Amendment No. 1 (collectively, the "1998 Installment Sale Agreement') to allow the City to include certain passenger facility charges in its calculation of the rate covenant applicable to the 1998 Bonds; and WHEREAS, the City and the Authority may enter into such amendment pursuant to the e 1998 Installment Sale Agreement, which is permitted by Section 9.14 of the 1992 Installment Sale Agreement; and WHEREAS, there is on file with the Secretary of the Authority an Amendment No. 2 to the First Amended and Restated Installment Sale Agreement ("Amendment No. 2 to the First Amended Installment Sale Agreement'), between the City and the Authority; and NOW, THEREFORE, the Board of Directors of the Authority does hereby resolve as follows: Section 1. This Board of Directors hereby authorizes the issuance of an aggregate principal amount not:to exceed $13,500,000 of the Bonds to be designated as "City of Palm Springs Financing Authority Airport Passenger Facility Charge Subordinate Refunding Revenue Bonds, Series 2005A (Palm Springs International Airport)" in accordance with the terms and provisions of the ' Indenture. The proceeds of the Bonds shall be used to refund the outstanding 1992 Bonds, fund a reserve fund, pay interest on the Bonds accrued to the date of delivery, if any, and pay certain costs of issuance in connection with the Bonds. The Chair or President of the Authority and the Secretary of the Authority are hereby authorized to execute and attest to the Bonds. Section 2. The form of Sale Agreement on file with the Secretary of the Authority is hereby approved with such changes as may be approved by the Chair or President of the Board of Directors of the Authority, its Executive Director and its Treasurer (or the designees of the Chair, President, Executive Director and Treasurer) (each, an "Authorized Officer") or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the Authority to execute and the Secretary of the Authority is authorized to attest to the Sale Agreement. Section 3. The form of Installment Sale Agreement on file with the Secretary of the Authority is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the Authority to execute and the Secretary of the Authority is authorized to attest to the Installment Sale Agreement. Section 4. The form of Assignment Agreement on file with the City Clerk (the "Assignment Agreement'), between the Authority and the Trustee is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and Resolution 32 Page 4 directed for and in the name of the Authority to execute and the Secretary of the Authority is authorized to attest to the Assignment Agreement. Section 5. The form of Indenture on file with the Secretary of the Authority is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the Authority to execute and the Secretary of the Authority is authorized to attest to the Indenture. The Financing Documents and related documents may be modified, without limitation, to include the installment payment schedule and debt service schedule based on the interest rate received and to reflect such other changes consistent with the financing and such other changes as may be approved by Bond Counsel and are hereby approved. The Bank of New York Trust Company, N.A., is hereby appointed as trustee for the Bonds. Section 6. The form of Purchase Contract on file with the Secretary of the Authority and the sale of the Bonds pursuant to the terms set forth therein is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the Authority to execute the Purchase Contract. The final form of the Purchase Contract shall contain a true ' interest rate on the Bonds not to exceed 7%, and an underwriter's discount on the Bonds not to exceed 2%, all to be approved by an Authorized Officer. Section 7. The form of Escrow Agreement on file with the City Clerk (the "Escrow Agreement"), between the Authority, the City and The Bank of New York Trust Company, N.A., is hereby approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the Authority to execute the Escrow Agreement. Section 8. The Preliminary Official Statement presented at this meeting is hereby approved and the distribution of said Preliminary Official Statement to prospective purchasers of the Bonds is approved with such changes as may be approved by an Authorized Officer, or Bond Counsel. The Executive Director, the Treasurer, or Airport Director may make such changes to the Preliminary Official Statement considered necessary or appropriate to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2-12(b)(1) of Title 17 of the Code of Federal Regulations. The Airport Director, the Treasurer, or the Executive Director of the Authority are authorized and directed to execute and deliver the final Official Statement in accordance with the Purchase Agreement in substantially the form of the Preliminary Official Statement hereby approved, with ' such additions thereto and changes therein as may be recommended or approved by Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. The form of Amendment No. 2 to the: First Amended and Restated Installment Sale Agreement on file with the Secretary of the Authority is hereby Resolution 32 Page 5 approved with such changes as may be approved by an Authorized Officer or Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the Authority to execute and the Secretary of the Authority is authorized to attest to Amendment No. 2 to First Amended and Restated Installment Sale Agreement. Each Authorized Officer is authorized to approve and execute such consents, certificates, agreements or assignments as may be required or appropriate to effectuate the purposes of this Section. Section 10. The Authorized Officers, or the Authority Secretary, or their designees, and each and every officer thereof is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale and delivery of the Bonds and otherwise effectuate the purpose of this Resolution. Section 11. The firm of Aleshire & Wynder, LLP is hereby appointed as Bond Counsel in connection with the issuance of the Bonds. Section 12. The firm of Harrell and Company Advisors, LLC is hereby appointed as Financial Consultant in connection with the issuance of the Bonds. Section 13. The firm of Hunton & Williams LLP is hereby appointed as Disclosure Counsel in connection with the issuance of the Bonds. ADOPTED this 16th day of February, 2005. AYES: Members Foat, McCulloch, Mills, Pougnet and Chairman Oden NOES: None ABSENT: None ABSTAIN: None ATTEST THE CITY OF PALM SPRINGS FINANCING AUTHORITY 1 �" ' C�U Secretary C airman j' r RESOLUTION NO. 33 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY APPROVING AN ESCROW AGREEMENT IN CONNECTION WITH THE REFUNDING OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY (PALM SPRINGS REGIONAL AIRPORT) AIRPORT REVENUE BONDS, 1992 SERIES AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a joint exercise of powers authority organized and existing under the laws of the State of California, and pursuant to a joint exercise of powers agreement, dated February 1, 1991, between the City of Palm Springs (the "City") and the Community Redevelopment Agency of the City of Palm Springs (the "Agency"), as amended, with the authority to assist the City and the Agency in providing for financing and refinancing in connection with the acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City and the Agency, including but not limited to, the acquisition of land and construction of improvements for the benefit of the Palm Springs International Airport; and WHEREAS, the Authority, upon the request of the City, previously issued its City of Palm Springs Financing Authority (Palm Springs Regional Airport) Airport Revenue Bonds, 1992 Series (the "1992 Bonds") pursuant to a Master Trust Indenture, dated as of August 1, 1992, between the Authority and First Interstate Bank of California, as predecessor to The Bank of New York Trust Company, N.A., as trustee (the 1992 Trustee"), as amended and supplemented by that First Supplemental Trust Indenture, dated as of August 1, 1992, by and between the Authority and the 1992 Trustee (collectively, the "1992 Trust Agreement'); and WHEREAS, the proceeds of the 1992 Bonds were used to fund the construction of certain improvements at the Palm Springs International Airport, known as the Phase 1A Terminal Expansion Improvements (the "Project') for the benefit of the City; and WHEREAS, $12,615,000 aggregate principal amount of the 1992 Bonds remains outstanding; and WHEREAS, the City and the Authority now desire to refund the 1992 Bonds; and WHEREAS, in connection with refunding the 1992 Bonds the City will authorize the issuance of its not to exceed $13,000,000 aggregate principal amount of its City of Palm Springs 2006 Airport Passenger Facility Charge Subordinate Refunding Revenue Bonds (Palm Springs International Airport) (the `Bonds"); and WHEREAS, the City may refund the 1992 Bonds pursuant to the provisions of the 1992 Trust Agreement and Sections 53570 et seq. of the California Government Code; and Resolution No. 33 Page 2 WHEREAS, in connection with the refinancing of the 1992 Bonds, the City, the Authority and The Bank of New York BNY Western Trust Company desire to enter into an escrow agreement to provide for the refunding; and THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The form of Escrow Agreement on file with the Secretary of the Authority (the "Escrow Agreement'), among the Authority, the City and The Bank of New York Trust Company, N.A. is hereby approved with such changes as may be approved by the Chair, Executive Director or Treasurer (each, an "Authorized Officer"), such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the Authority to execute the Escrow Agreement. Section 2. The Authorized Officers and the Secretary, or their designees, and each and every officer thereof is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and certificates which they may deem necessary or advisable in order to consummate the refunding of the 1992 Bonds and otherwise effectuate the purpose of this Resolution. ADOPTED this 7th day of December, 2005. Chair ('ATTEST: retary CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, ,JAMES THOMPSON, [Secretary] of the City of Palm Springs Financing Authority, hereby certify that Resolution No. 33 is a full, true and correct copy, and was duly adopted at a special meeting of the Board of Directors of the City of Palm Springs Financing Authority on December 7, 2005 by the following vote: Resolution No. 33 Page 3 AYES: Boardmember Mills, Boardmember Pougnet, Boardmember McCulloch, Vice Chair Foat and Chair Oden NOES: None ABSENT: None ABSTAIN: None /� D es Thompson, Secret ry RESOLUTION N0, 34 A RESOLUTION OF THE BOARD OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF 2007 REFUNDING LEASE REVENUE BONDS (PUBLIC CAPITAL IMPROVEMENTS) AND APPROVING RELATED DOCUMENTS AND ACTIONS. WHEREAS, the City of Palm Springs Financing Authority (the "Authority") was formed under a Joint Exercise of Powers Agreement dated February 1, 1991, by and between the City of Palm Springs (the "City") and the Community Redevelopment Agency of the City of Palm Springs (the "Agency"), as amended, and is authorized under said Agreement and under the laws of the State of California to refinance the acquisition and construction of public capital improvements for the City and the Agency; and WHEREAS, the City desires to refinance lease payments payable by the City to the Authority pursuant to a Lease Agreement, dated as of October 1, 1996, by and between the City and the Authority (the "1996 Lease Agreement"), and, thereby, refund and defease certain 1996 Refunding Certificates of Participation (Multiple Capital Facilities Project) sold and delivered in the initial principal amount of $24,135,000 (the 1996 Certificates of Participation"); and ' WHEREAS, the City also desires to refinance lease payments payable by the City to the Authority pursuant to a Supplemental Lease Agreement, dated as of August 1, 1998, by and between the City and the Authority (the "1998 Lease Agreement"), and, thereby, refund and defease certain 1998 Refunding Certificates of Participation (Multiple Capital Improvements Project) sold and delivered in the initial principal amount of$3,065,000 (the "1998 Certificates of Participation"): and WHEREAS, for the purpose of such refinancing of the 1996 Lease Agreement and the 1998 Lease Agreement and such refunding and defeasance of the 1996 Certificates of Participation and the 1998 Certificates of Participation, the Authority proposes to issue its City of Palm Springs Financing Authority 2007 Refunding Lease Revenue Bonds (Public Capital Improvements) (the "Bonds") in the aggregate principal amount of not to exceed $24,000,000 pursuant to a Trust Indenture, dated as of July.1, 2007, by and between the Authority and The Bank of New York Trust Company, N.A., as trustee (the "Indenture") and under the provisions of Article 4 of Chapter 5 of Division 2 of Title 5 of the California Government Code, commencing with Section 6584 of said Code (the "Bond Law"); and WHEREAS, the Bonds will be secured by a pledge of certain Revenues under and as defined in the Indenture, consisting primarily of lease payments (the "Lease Payments") payable by the City with respect to the Tahquitz Creek Municipal Golf ' Course/Resort Course and the City of Palm Springs Police Building within the City's Municipal Complex (together, the "Properties") under a Lease Agreement, dated as of July 1, 2007, between the Authority and the City (the "Lease Agreement"); and Resolution No. 34 Page 2 WHEREAS, the City and the Authority will enter into a Sites and Facilities Lease, ' dated as of July 1, 2007 (the "Sites Lease"), pursuant to which the City, as lessor, will lease the Properties to the Authority, as lessee, for lease back to the City pursuant to the Lease Agreement; and WHEREAS, the Authority proposes to sell the Bonds to Kinsell, Newcomb & De Dios, Inc. (the "Underwriter"), all on the terms and conditions provided in the form of a Bond Purchase Agreement (the "Purchase Agreement') on file with the Secretary; WHEREAS, the Authority has, with the assistance of its Financial Advisor, Harrell & Associates, Advisors, and its disclosure counsel, Fulbright & Jaworski L.L.P., caused to be prepared a form of Official Statement describing the Bonds, the Authority and the City, the preliminary form of which is on file with the Secretary (the "Official Statement"); and WHEREAS, the Board wishes at this time to give its final approval to the transactions described herein and the final form of the agreements and documents relating thereto; NOW, THEREFORE, BE IT RESOLVED, by the Board of the City of Palm Springs Financing Authority as follows: Section 1. Approval of Bonds. The Board hereby authorizes the issuance of the ' Bonds pursuant to the Indenture and the Bond Law, in the maximum aggregate principal amount of not to exceed $24,000,000, for the purpose of providing funds to refinance the 1996 Lease Agreement and the 1998 Lease Agreement and to refund and defease the 1996 Certificates of Participation and the 1998 Certificates of Participation. Section 2. Approval of Financing Documents. The Board hereby approves each of the following documents in substantially the respective forms on file with the Secretary, together with such additions thereto and changes therein as the Executive Director deems necessary, desirable or appropriate, and the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any such additions and changes: (1) Trust Indenture, dated as of July 1, 2007, by and between the Authority and The Bank of New York Trust Company, N.A., as trustee, authorizing the issuance of the Bonds (the "Indenture"); (2) Sites and Facilities Lease, dated as of July 1, 2007, by and between the City as lessor and the Authority as lessee, providing for the lease of certain City-owned properties by the City to the Authority for lease back to the City pursuant to the Lease Agreement; (3) Lease Agreement, dated as of July 1, 2007 (the "Lease Agreement'), ' by and between the Authority as lessor and the City as lessee, Resolution No. 34 Page 3 providing for the lease back of such properties by the Authority to the City; (4) Assignment Agreement, dated as of July 1, 2007, by and between the Authority and the Trustee, providing for the assignment to the Trustee by the Authority of certain rights of the Authority under the Lease Agreement; (5) 1996 Certificates Escrow Deposit and Trust Agreement, dated as of July 1, 2007, by and among the Authority, the City and The Bank of New York Trust Company, N.A., as escrow bank, providing for the payment in full of the 1996 Lease Agreement and the refunding and defeasance of the 1996 Certificates; and (6) 1998 Certificates Escrow Deposit and Trust Agreement, dated as of July 1, 2007, by and among the Authority, the City and The Bank of New York Trust Company, N.A., as escrow bank, providing for the payment in full of the 1998 Lease Agreement and the refunding and defeasance of the 1998 Certificates. Any of the Chairman, Vice Chairman, Executive Director and Treasurer (each an "Authorized Officer') is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of each of the foregoing agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of each of the foregoing agreements. Section 3. Sale of Bonds. The Board hereby approves the sale of the Bonds to the Underwriter pursuant to and in accordance with the Purchase Agreement in substantially the form on file with the Secretary together with any additions thereto or changes therein approved by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. The Authority hereby authorizes and directs any Authorized Officer to accept, for and in the name and on behalf of the Authority, an offer from the Underwriter to purchase the Bonds from the Authority and to execute the Purchase Agreement; provided, however, that the stated average annual interest rate payable with respect to the Bonds shall not exceed five percent (5.00%) per annum and the purchase price paid by the Underwriters for the purchase of the Bonds shall be ninety-nine and one-quarter percent (99.25%) of the par amount thereof, excluding any original issue discount on the Bonds. Section 4. Official Statement. The Authority hereby approves the preliminary Official Statement describing the Bonds, in substantially the form on file with the Secretary, together with any changes therein or additions thereto necessary or convenient to cause the preliminary Official Statement to describe accurately matters pertaining to the Bonds and any Authorized Officer is authorized and directed on behalf ' of the Authority to review the final form of preliminary Official Statement and to deem the preliminary Official Statement "near final" pursuant to Rule 15c2 12 under the Securities Exchange Act of 1934, prior to is distribution by the Underwriter. The Resolution No. 34 Page 4 Underwriter is hereby authorized to distribute the "near final' preliminary Official Statement in connection with the marketing of the Bonds. Any Authorized Officer is ' hereby authorized and directed to approve any changes in or additions to the final form of such Official Statement as shall be deemed advisable to cause the final Official Statement to describe accurately the Bonds and matters contained in the Purchase Contract, the Indenture and the related proceedings and actions, and to execute said final Official Statement for and in the name and on behalf of the Authority. Section 5. Appointment of Financial Advisor, Bond Counsel and Disclosure Counsel. The Financial Advisor, Jones Hall, A Professional Law Corporation and Fulbright & Jaworski L.L.P. are hereby approved to provide financial services, bond counsel legal services and disclosure counsel services, respectively, such services, and the compensation therefore, to be as provided in related agreements on file with the City or the Authority or as approved by any Authorized Officer on behalf of the Authority. Section 6. Credit Rating and Bond Insurance Expenses. The Authority staff and its consultants for the Bonds are hereby authorized and directed to make application to one or more credit rating agencies for assignment of a credit rating to the Bonds or to one or more insurance companies for bond insurance with respect to the Bonds, or both (as the Financial Advisor shall recommend), and the Authority shall pay expenses incident to any such application or shall reimburse the Financial Advisor for any advance of such expenses, such reimbursement to be made to the Financial Advisor not more than thirty (30) days following the date of any such advance (all expenses ' ultimately to be reimbursed to the Authority from the proceeds of the Bonds). Section''•7. Official Actions. The Chairman, the Executive Director, the Treasurer, the Deputy Treasurer, the Secretary, the Deputy Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions as described herein. Whenever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated or confirmed by such officer as authorized to act on his or her behalf in the case such officer is absent or unavailable. Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED AND APPROVED THIS 20TH DAY OF JUNE, 2007. David H. Ready, Exe a Director Resolution No. 34 Page 5 ATTEST: mes Thompson, Secretary CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, Secretary of the City of Palm Springs Financing Authority, hereby certify that Resolution No. 34 is a full, true and correct copy, and was dul adopted at a regular meeting of the City of Palm Springs Financing Authority on the 20 day of June, 2007, by the following vote: AYES: Board Member Foat, Board Member McCulloch, Board Member Mills, Vice Chair Pougnet, and Chair Oden. NOES: None. ' ABSENT: None, ABSTAIN: None. esmon Secreay, rnancing Authority City of Palm Springs, California 1 RESOLUTION NO. 35 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING THE PURCHASE AND SALE OF THREE SERIES OF BONDS OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, NAMELY, ITS MERGED PROJECT NO. 1 TAX ALLOCATION BONDS, 2007 SERIES A, ITS MERGED PROJECT NO. 1 TAXABLE TAX ALLOCATION BONDS, 2007 SERIES B, AND ITS MERGED PROJECT NO. 2 TAXABLE TAX ALLOCATION BONDS, 2007 SERIES C, UPON CERTAIN TERMS AND CONDITIONS, APPROVING DISTRIBUTION OF OFFICIAL STATEMENTS RELATING THERETO AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO. WHEREAS, the City of Palm Springs (the "City") and the Community Redevelopment Agency of the City of Palm Springs (the "Agency") entered into a Joint Exercise of Powers Agreement, dated as of February 1, 1991, as amended (the "Agreement"), creating the City of Palm Springs Financing Authority (the "Authority"); WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act') and the Agreement, the Authority is authorized to purchase bonds issued by the Agency for financing and refinancing public capital improvements; WHEREAS, pursuant to the Act and the Agreement the Authority is further authorized to sell bonds so purchased to public or private purchasers at public or negotiated sale; WHEREAS, the Agency is authorized pursuant to the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Law") to issue its tax allocation bonds for the purpose of financing and refinancing redevelopment activities with respect to its Merged Project No. 1 and its Merged Project No.2 ("Merged Project No. 1" and "Merged Project No. 2", respectively); WHEREAS, for the purpose of financing redevelopment activities with respect to Merged Project No. 1, the Agency proposes to issue its Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Bonds, 2007 Series A (the "2007 Series A Bonds"), in an aggregate principal amount, which when added to the aggregate principal amount of the Series B Bonds (referenced below), does not exceed $20,000,000; WHEREAS, also for the purpose of financing additional redevelopment activities with respect to Merged Project No. 1 on a federally taxable basis, the Agency proposes to issue its Community Redevelopment Agency of the City of Palm Springs Merged ' Project No. 1 Taxable Tax Allocation Bonds, 2007 Series B (the "2007 Series B Bonds"), in an aggregate principal amount, which when added to the aggregate principal amount of the Series A Bonds, does not exceed $20,000,000; Resolution No. 35 Page 2 WHEREAS, for the purpose of financing redevelopment activities with respect to Merged Project No. 2 on a federally taxable basis, the Agency proposes to issue its not to exceed $7,000,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 2 Taxable Tax Allocation Bonds, 2007 Series C (the "2007 Series C Bonds" and, together with the 2007 Series A Bonds and the 2007 Series B Bonds, the "Bonds); WHEREAS, the Authority desires to purchase the Bonds from the Agency solely from the proceeds received from the Authority's concurrent sale of the Bonds to Stone & Youngberg LLC (the "Underwriter"); and WHEREAS, the Agency has caused two separate forms of Official Statements relating to the Bonds (the "Official Statements") to be submitted to the Authority for approval for distribution to purchasers of the Bonds; NOW THEREFORE, BE IT RESOLVED by the Board of the City of Palm Springs Financing Authority, as follows: Section 1. The proposed forms of two separate Bond Purchase Agreements (the "Purchase Agreements"), by and among the Agency, the Authority and the Underwriter on file with the Secretary of the Authority are hereby approved. The Board hereby delegates to the Executive Director (and to his written designee) the authority to ' accept an offer from the Underwriter to purchase the Bonds from the Authority and to execute the Purchase Agreements for and in the name and on behalf of the Authority; provided, however, (i) that the true interest cost payable with respect to the 2007 Series A Bonds shall not exceed six percent (6.00%) and the purchase price paid by the Underwriter for the purchase of 2007 Series A Bonds shall be not less than 99.275 percent of the par amount thereof, excluding any original issue discount on the 2007 Series A Bonds, (ii) that the true interest cost payable with respect to the 2007 Series B Bonds shall not exceed seven percent (seven%) and the purchase price paid by the Underwriter for the purchase of 2007 Series B Bonds shall be not less than 99.275 percent of the par amount thereof, excluding any original issue discount on the 2007 Series B Bonds, and (iii) that the true interest cost payable with respect to the 2007 Series C Bonds shall not exceed seven percent (7.00%) and the purchase price paid by the Underwriter for the purchase of 2007 Series C Bonds shall be not less than 99.250 percent of the par amount thereof, excluding any original issue discount on the 2007 Series C Bonds, Section 2. The respective Official Statements relating to the Bonds, together with such amendments and supplements as shall be necessary or convenient to accurately describe the Bonds in accordance with the Purchase Agreements, this Resolution and the other related proceedings and documents, is hereby approved for distribution to the purchasers of the Bonds. Section 3. The Chairman, the Vice Chairman, the Executive Director, the Secretary and the General Counsel of the Authority and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Resolution No, 35 Page 3 ' Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements notices, consents, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the sale, issuance and delivery of the Bonds to the Underwriter pursuant to the Purchase Agreements. The City Manager is the Executive Director of the Authority and the City Clerk is the Secretary of the Authority. Whenever in this Resolution any officer of the Authority is authorized to execute or attest any document or take any action, such officer may designate any other officer of the Authority to act on behalf of such officer in the case such officer shall be absent or unavailable, such designation to be approved or ratified by the designating officer in writing prior to the delivery of the Bonds. Section 4. This resolution shall take effect from and after its adoption. ADOPTED AND APPROVED THIS 18TH DAY OF JULY, 2007. David H. Ready, e '. Director ATTEST: ' es Thompson, Secretary CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, Secretary of the City of Palm Springs Financing Authority, hereby certify that Resolution No. 35 is a full, true and correct copy, and was dul adopted at a regular meeting of the City of Palm Springs Financing Authority on the 18 day of July, 2007, by the following vote: AYES: Board Member Foat, Board Member McCulloch, Board Member Mills, Vice Chair Pougnet, and Chair Oden. NOES: None. ABSENT: None. ABSTAIN: None. J es Thompson, Secretary ' financing Authority City of Palm Springs, California RESOLUTION NO. 36 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY APPROVING AN ESCROW AGREEMENT IN CONNECTION WITH THE REFUNDING OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AIRPORT REVENUE BONDS, SERIES 1998 (PALM SPRINGS INTERNATIONAL AIRPORT) AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Palm Springs (the "City') is a municipal corporation and charter city, duly organized and existing under the Constitution and laws of the State of California and owns and operates the Palm Springs International Airport (the "Airport Facilities"); WHEREAS, the City of Palm Springs Financing Authority (the "Authority') is a joint exercise of powers authority organized and existing under the laws of the State of California, and pursuant to a joint exercise of powers agreement, dated February 1, 1991, between the City and the Community Redevelopment Agency of the City of Palm Springs (the "Agency"), as amended, with the authority to assist the City and the Agency in providing for financing and refinancing in connection with the acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City and the Agency, including but not limited to, the acquisition of land and construction of improvements for the benefit of the Airport Facilities; and WHEREAS, in order to finance certain improvements to the Airport Facilities, the City of Palm Springs Financing Authority (the "Authority") issued its $8,260,000 principal amount of City of Palm Springs Financing Authority Airport Revenue Bonds, Series 1998 (Palm Springs Regional Airport) (the "1998 Bonds") payable principally from installment payments to be paid by the City for such improvements pursuant to Amendment No. 1 to First Amended and Restated Installment Sale Agreement, dated as of April 1, 1998, by and between the City and the Authority (the "1998 Installment Sale Agreement"); and WHEREAS, in order to restructure its payment obligations under the 1998 Installment Sale Agreement the City has determined to repay in full its installment payment obligations thereunder and to, thereby, refund and defease the 1998 Bonds; and WHEREAS, in order to provide the moneys required to repay in full its installment payment obligations under the 1998 Installment Sale Agreement and to, thereby, refund and defease the 1998 Bonds, the City proposes to authorize the issuance of its 2008 Airport Passenger Facility Charge Subordinate Revenue Refunding Bonds (Palm Springs International Airport) (the "Bonds"), in an aggregate principal amount of not to exceed $8,000,000; and Resolution No. 36 Page 2 WHEREAS, for the purpose of refunding and defeasing the 1998 Bonds, the City, the Authority and The Bank of New York Trust Company, N.A. as successor trustee to BNY Western Trust Company, desire to enter into the 1998 Bonds Escrow Deposit and Trust Agreement, dated as of May 1, 2008 (the "Escrow Agreement"), in form on file with the Secretary of the Authority; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The form of the Escrow Agreement on file with the Secretary of the Authority, among the Authority, the City and The Bank of New York Trust Company, N.A. is hereby approved with such changes as may be approved by the Chair, Executive Director or Treasurer (each, an "Authorized Officer"), such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and directed for and in the name of the Authority to execute the Escrow Agreement. Section 2. The Authorized Officers and the Secretary, or their designees, and each and every officer thereof is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and certificates which they may deem necessary or advisable in order to consummate the refunding of the 1998 Bonds and otherwise effectuate the purpose of this Resolution- ADOPTED AND APPROVED THIS 16TH DAY OF APRIL, 2008. David H. Read ecutive Director ATTEST: _ y mT _es Thompson, Secretary Resolution No. 36 Page 3 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, Secretary of the City of Palm Springs Financing Authority, hereby certify that Resolution No. 36 is a full, true and correct copy, and was dul adopted at a regular meeting of the City of Palm Springs Financing Authority on the 16 day of April, 2008, by the following vote: AYES: Board Member Hutcheson, Board Member Mills, Board Member Weigel, Vice Chair Foat, and Chair Peugnet. NOES: None. ABSENT: None. ABSTAIN: None. Zmes Thompson, Secretary7,az0p ancing Authority y of Palm Springs, California . RESOLUTION NO. 37 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING AND DIRECTING THE ISSUANCE AND SALE OF ITS LEASE REVENUE REFUNDING BONDS, 2011 SERIES A (CONVENTION CENTER PROJECT), APPROVING A PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT, SUPPLEMENTAL SITE LEASE NO. 3, SUPPLEMENTAL TRUST AGREEMENT NO. 4, SUPPLEMENTAL LEASE AGREEMENT NO. 5, ASSIGNMENT AGREEMENT, BOND PURCHASE AGREEMENT AND ESCROW DEPOSIT AND AGREEMENT AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO. WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its power, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act") and the powers of such authority include the power to issue bonds for any of its corporate purposes, including the financing and refinancing of public capital improvements of benefit to the City of Palm Springs (the "City"); and WHEREAS, the Authority's Lease Revenue Bonds, 1991 Series A (Convention Center Project) (the "1991 Bonds") were sold and delivered by the Authority on April 22, 1991; and WHEREAS, a portion of the 1991 Bonds were advance refunded with a portion of the Authority's Lease Revenue Refunding Bonds, 1997 Series B (Convention Center Project) (the "1997 Bonds); and WHEREAS, a portion of the 1991 Bonds were currently refunded with the proceeds of the Authority Lease Revenue Refunding Bonds, 2001 Series A (Convention Center Project) (the "2001 Bonds"); and WHEREAS, the Authority, at the request of the City, refunded the 1997 Bonds and financed the expansion of the Convention Center facilities with the proceeds of the Authority's Lease Revenue Bonds, 2004 Series A (Convention Center Project) (the "2004 Bonds"); and WHEREAS, the City now desires that the Authority refund the 2001 Bonds with the proceeds of the Authority's Lease Revenue Refunding Bonds, 2011 Series A (the "2011 Bonds"); and Resolution No. 37 Page 2 WHEREAS, the City Council of the City has by resolution approved the issuance of the 2011 Bonds; and WHEREAS, the Authority finds and determines that it is within its authority and public purpose that it approve the delivery and sale of the 2011 Bonds for said purposes and that there are significant public benefits arising from the taking of such action, including, but not limited to, demonstrable savings in effective interest rate, bond preparation, bond underwriting and financing costs associated with the issuance of the 2011 Bonds, as contemplated by Section 6586 of the Act; and WHEREAS, in connection with the marketing of the 2011 Bonds, it is now necessary and desirable to approve the form of the following documents: (a) Supplemental Trust Agreement No. 4 ("Supplemental Trust Agreement No. 4") by and among the City, the Authority and The Bank of New York Mellon Trust Company, as trustee (the "Trustee"), (b) Supplemental Lease Agreement No. 5 Relating to Convention Center Facilities ("Supplemental Lease Agreement No. 5") between the Authority and the City; (c) Supplemental Site Lease No. 3 ("Supplemental Site Lease No. 3") between the Authority and the City, (d) Fourth Amended Assignment Agreement (the "Assignment Agreement") between the Authority and the Trustee, (e) 2001 Bonds Escrow Deposit and Trust Agreement (the "Escrow Agreement"), among the Authority, the Trustee and The Bank of New York Mellon Trust Company, N.A., as escrow agent and trustee with respect to the 2001 Bonds, (f) Bond Purchase Agreement ("Bond Purchase Agreement") among the Authority, the City and Stifel, Nicolaus & Company Incorporated, dba Stone & Youngberg, a Division of Stifel Nicolaus (the "Underwriter'), and (g) Preliminary Official Statement (the "Preliminary Official Statement') relating to the sale of the Bonds. NOW, THEREFORE, BE IT RESOLVED, by the City of Palm Springs Financing Authority, as follows: SECTION 1. The above recitals are true and correct. SECTION 2. Pursuant to the Act, the Authority hereby approves of the issuance of the 2011 Bonds in an aggregate principal amount of not to exceed $25,000,000. Resolution No. 37 Page 3 SECTION 3. The forms of the Supplemental Lease Agreement No. 5, the Supplemental Site Lease No. 3 and the Assignment Agreement, copies of which are on file with the Secretary of the Authority, be and are hereby approved in substantially the forms thereof on file or with such changes as may be approved by the Executive Director or Executive Director's designee, said Executive Director or Executive Director's designee's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Executive Director or Executive Director's designee be and is hereby authorized, together or alone, to execute and deliver the Supplemental Lease Agreement No. 5, the Supplemental Site Lease No. 3 and the Fourth Amended Assignment Agreement on behalf of the Authority. SECTION 4. The form of the Supplemental Trust Agreement No. 4, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof on file or with such changes as may be approved by the Executive Director or Executive Director's designee, said Executive Director or Executive Director's designee's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Executive Director or Executive Director's designee be and is hereby authorized, together or alone, to execute and deliver the Supplemental Trust Agreement No. 4. SECTION 5. The form of Escrow Agreement, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof on file, or which such changes as may be approved by the Executive Director or Executive Director's designee, said Executive Director or Executive Director's designee's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Executive Director or Executive Director's designee be and is hereby authorized, together or alone, to execute and deliver the Escrow Agreement. SECTION 6. The form of Bond Purchase Agreement relating to the purchase of the 2011 Bonds by the Underwriter, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in the form thereof on file, or with such changes as may be approved by the Executive Director or Executive Director's designee, said Executive Director's or Executive Director's designee's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Executive Director or Executive Director's designee be and is hereby authorized, together or alone, to execute and deliver said Agreement and to insert in the Bond Purchase Agreement the dollar amount which reflects the provisions of the Bond Purchase Agreement; provided, however, that (1) the aggregate principal amount of the 2011. Bonds shall not exceed $25,000,000; and (2) the Authority shall have received from the Underwriter, prior to the sale of the 2011 Bonds, its written confirmation that the sale of the 2011 Bonds will result in a net present value saving of not less than 4.50%, with an initial underwriter's discount (excluding original issue discount) of no more than 0.70%. Resolution No. 37 Page 4 SECTION 7. The Preliminary Official Statement relating to the 2011 Bonds is approved for distribution by the Underwriter, to investors who may be interested in purchasing the 2011 Bonds. The Executive Director or Executive Director's designee is authorized to approve the amendment of the Preliminary Official Statement, from time to time, pending distribution of the Preliminary Official Statement as shall be required to cause such Preliminary Official Statement to contain any further information necessary to accurately describe the 2011 Bonds and the Authority's Executive Director or Executive Director's designee is authorized to deem final the Preliminary Official Statement as of its date for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934 as amended. The final Official Statement relating to the 2011 Bonds shall be submitted to the Executive Director or the Executive Director's designee of the Authority for approval. SECTION 8. The financing consultant firm of Harrell & Company Advisors, LLC, Orange, California, is hereby appointed as financial advisor to the Authority with respect to the 2011 Bonds and the law firm of Jones Hall, A Professional Law Corporation, San Francisco, California, is hereby appointed as Bond Counsel, and the law firm of Fulbright & Jaworski L.L.P., Los Angeles, California, is hereby appointed as Disclosure Counsel with respect to the 2011 Bonds, compensation and expenses for the foregoing services to be as provided in agreements on file with the City Clerk or as approved by the Executive Director or Treasurer upon delivery of he Bonds. SECTION 9 That the Executive Director and Executive Director's designee be and are hereby each authorized to execute and deliver such certificates, requests, statements, agreements and other documents and to take such other action as may be necessary to consummate the transactions contemplated by each aforesaid Agreement. SECTION 10. This Resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED THIS 16T" DAY OF NOVEMBER, 2011. David H. Ready, Exec irector ATTEST: ?mes Thompson, Secretary Resolution No. 37 Page 5 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, Secretary of the City of Palm Springs Financing Authority, hereby certify that Resolution No, 37 is a full, true and correct copy, and was dulX adopted at a regular meeting of the City of Palm Springs Financing Authority on the 16` day of November, 2011, by the following vote: AYES: Board Member Foat, Board Member Hutcheson, Vice Chair Weigel, and Chair Pougnet. NOES: None. ABSENT: Board Member Mills. ATTEST: None. es Thompson, Secretary financing Authority City of Palm Springs, California RESOLUTION NO. 38 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING ISSUANCE OF CITY OF PALM SPRINGS FINANCING AUTHORITY LEASE REVENUE BONDS, 2012 SERIES B (DOWNTOWN REVITALIZATION PROJECT), NOT TO EXCEED $47 MILLION, APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF INDENTURE OF TRUST AND OTHER DOCUMENTS RELATING THERETO, AUTHORIZING SALE OF SUCH BONDS, APPROVING OFFICIAL STATEMENT AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO. WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a joint exercise of powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated February 1, 1991, by and between the City of Palm Springs (the "City"), and the Community Redevelopment Agency of the City of Palm Springs, as amended, and under the provisions of Articles 1 through 4 (commencing with SECTION 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act'), and is authorized pursuant to Article 4 of the Act (the 'Bond Law") to lease and lease back public capital improvements of the City and to borrow money for the purpose, among other things, of financing and refinancing public capital improvements of the City; and WHEREAS, the Authority intends to issue its lease revenue bonds (the 'Bonds") pursuant to the Bond Law in order to assist the City in connection with the City's downtown revitalization project which consists of the acquisitioln, construction and rehabilitation of several public capital improvements, including public parking structures and public streets (the Downtown Revitalization Project' or the 'Project'); and WHEREAS, for the purpose of providing funds to finance the Project, the Authority has determined to issue the Bonds designated "City of Palm Springs Financing Authority Lease Revenue Bonds, 2012 Series B (Downtown Revitalization Project)" pursuant to an Indenture of Trust, dated as of April 1, 2012, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"); and WHEREAS, the City proposes to lease certain sites and facilities to the Authority (the "Leased Property") pursuant to a Site and Facilities Lease, dated as of April 1, 2012, by and between the City, as lessor, and the Authority„ as lessee; and WHEREAS, the City and Authority will enter into a Lease Agreement, dated as of April 1, 2012, by and between the Authority, as lessor, and the City, as lessee, pursuant to which the City will lease back the Leased Property from the Authority and will make Resolution No. 38 Page 2 lease payments (the "Lease Payments") for use and possession of the Leased Property; and WHEREAS, the Authority will assign to the Trustee its right to receive the Lease Payments, together with certain of its other rights under the Lease Agreement, pursuant to an Assignment Agreement, dated as of April 1, 2012, by and between the Authority; and WHEREAS, the Trustee, and the Bonds will be secured by and be payable from the Lease Payments to be paid by the City pursuant to the Lease agreement; and WHEREAS, as a condition precedent to the issuance of the Bonds by the Authority, SECTION 6586.5 of the California Government Code requires that the City approve the proposed issuance of the Bonds by the Authority and that the City make certain findings with respect to such issuance, and SECTION 6586.5 further requires that such approval be given and findings be made only after noticed public hearing thereon; and WHEREAS, the City has duly held such public hearing, has made such findings and has approved the issuance of the Bonds by the Authority; and WHEREAS, the Authority proposes to sell the Bonds to E.J. De La Rosa & Co., Inc. (the "Underwriter") all on the terms and conditions provided in the form of a Bond Purchase Agreement (the "Bond Purchase Agreement') on file with the Secretary; and WHEREAS, the Authority has, with the assistance of its Financial Advisor, Harrell & Company, Advisors, LLC, caused to be prepared a form,of Official Statement describing the Bonds, the Authority and the City, the preliminary form of which is on file with the Secretary (the "Official Statement'); and WHEREAS, the Board of Directors of the Authority has duly considered the foregoing described transactions and has reviewed the Indenture, the Site Lease, the Lease Agreement, the Assignment Agreement, the Bond Purchase Agreement and the Official Statement, and desires at this time to approve the foregoing as in the public interests of the Authority and the City; and NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of Palm Springs Financing Authority, as follows: SECTION 1. Issuance of Bonds; Approval of Indenture. The Authority hereby authorizes the issuance of the Bonds in the principal amount of not to exceed $47,000,000 under and pursuant to the Indenture. The Board of Directors hereby approves the Indenture in substantially the form thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director, including, without limitation, the insertion; of the final principal amount and annual maturity amounts of the Bonds, the final interest rates to be borne by the Bonds, as set forth in the executed Bond Purchase ;Agreement, and the compliance with the requirements of any rating agency issuing a rating on the Bonds Resolution No. 38 Page 3 and any financial institution which may provide credit enhancement for all or any portion of the Bonds. Execution of the Indenture shall be deemed conclusive evidence of the Board of Directors' approval of such additions or changes. The Executive Director and Secretary of the Authority are hereby authorized and directed to execute and attest to the Indenture for and in the name and on behalf of the Authority. The Board of Directors hereby authorizes the delivery and performance of the Indenture. SECTION 2. Approval of the Site Lease. The Board of Directors hereby authorizes and approves the lease of the Leased Property to the Authority pursuant to the Site Lease. The Board of Directors hereby approves the Site Lease in substantially the form on file with the Secretary together with any additions thereto or changes therein (including, but not limited to, the amount of the advance rental payment to be paid to the City for the Leased Property) deemed necessary or advisable by the Executive Director. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix to, the final form of the Site Lease for and in the name and on behalf of the Authority and the execution thereof shall be conclusive evidence of the Board of Directors' approval of any such additions and changes. The Board of Directors hereby authorizes the delivery and performance of the Site Lease. SECTION 3. Approval of the Lease Agreement. The Board of Directors hereby authorizes and approves the lease of the Leased Property back to the City pursuant to the Lease Agreement. The Board hereby approves the Lease Agreement in substantially the form on file with the Secretary together with any additions thereto or changes therein (including, but not limited to, the final lease payment schedule and the compliance with the requirements of any rating agency issuing a rating on the Bonds and any financial institution which may provide credit enhancement for all or any portion of the Bonds) deemed necessary or advisable by the Executive Director. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the final form of the Lease Agreement for and in the name and on behalf of the Authority and the execution thereof shall be conclusive evidence of the Board of Directors' approval of any such additions and changes. The Board of Directors hereby authorizes the delivery and performance of the Lease Agreement. SECTION 4. Approval of the Assignment Agreement. The Board of Directors hereby authorizes and approves the assignment of the City's lease payments for the Leased Property to the Trustee pursuant to the Assignment Agreement. The Board of Directors hereby approves the Assignment Agreement in substantially the form on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the final form of the Assignment Agreement for and in the name and on behalf of the Authority and the execution thereof shall be conclusive evidence of the Board of Directors' approval of any such additions and changes. The Board of Directors hereby authorizes the delivery and performance of the Assignment Agreement. Resolution No. 38 Page 4 SECTION 5. Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds to the Underwriter pursuant to and in accordance with the Bond Purchase Agreement in substantially the form on file with the Secretary together with any additions thereto or changes therein approved by either the Executive Director, or his written designee, whose execution thereof shall be conclusive evidence of such approval. The Board of Directors hereby directs the Executive Dlirector, or his written designee, to accept, for and in the name and on behalf of the Authority, an offer from the Underwriter to purchase the Bonds from the Authority and to execute the Bond Purchase Agreement; provided, however, that the true interest cost payable with respect to the Bonds shall not exceed five percent (5.00%) and the purchase price paid by the Underwriters for the purchase of the Bonds shall be not less than ninety-nine and seven-tenths percent (99.70%) of the par amount thereof, excluding any original issue discount on the Bonds. SECTION 6. Official Statement. The Authority hereby approves the preliminary Official Statement describing the Bonds, in substantially the form on file with the Secretary, together with any changes therein or additions thereto necessary or convenient to cause the preliminary Official Statement to describe accurately matters pertaining to the Bonds and the Executive Director is authorized and directed on behalf of the Authority to review the final form of preliminary Official Statement and to deem the preliminary Official Statement "near final' pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934, prior to is distribution by the Underwriters. The Underwriter is hereby authorized to distribute (including in electronic form) the "near final' preliminary Official Statement in connection with the marketing of the Bonds. The Executive Director is hereby authorized and directed to approve any changes in or additions to the final form of such Official Statement as they shall deem advisable to cause the final Official Statement to describe accurately the 'Bonds and matters contained in the Bond Purchase Agreement, the Indenture and the related proceedings and actions, and to execute and deliver (including in electronic form) the final Official Statement, together with the Continuing Disclosure Certificate, substantially in the form appended to the final Official Statement, for and in the name and on behalf of the Authority. SECTION 7. Appointments. The financing consultant firm of Harrell & Company Advisors, LLC, Orange, California, is hereby appointed as financial advisor to the Authority with respect to the Bonds and the law firm of Jones Hall, A Professional Law Corporation, San Francisco, California, is hereby appointed as Bond Counsel, and the law firm of Fulbright & Jaworski L.L.P., Los Angeles, California, is hereby appointed as Disclosure Counsel with respect to the Bonds, compensation and expenses for the foregoing services to be as provided in agreements on file with the City Clerk or as approved by the Executive Director upon delivery of the Bonds. SECTION 8. Official Action. All actions heretofore taken by the officers and agents of the Authority with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Chairman, the Executive Director, the Authority Treasurer, the General Counsel of the Authority, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and Resolution No. 38 Page 5 delivery of any and all assignments, certificates, requisitions, including requisitions for the payment of costs of issuance of the Bonds, agreements, inclluding agreements in customary form providing for the investment of the proceeds of the Bonds, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the sale, issuance and delivery of the Bonds to the Underwriter. The Board hereby confirms that the City Manager of the City is the Executive Director of the Authority, the City Clerk of the City is the Secretary of the Authority and the Finance Director of the City is the Authority Treasurer. SECTION 9. Effective Date. This resolution shall take effect from and after the date of approval and adoption thereof. ADOPTED THIS 11th DAY OF APRIL, 2012. David H. Ready, Exec irector ATTEST: ames Thompson, Secretary CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, Secretary of the City of Palm Springs Financing Authority certify that Resolution No. 38 is a full, true and correct copy, and was duly adoRted at a regular meeting of the City of Palm Springs Financing Authority on the 11 day of April, 2012, by the following vote: AYES: Councilmember Hutcheson, Councilmember Lewin, Councilmember Mills, Mayor Pro Tem Foat, and Mayor Pougnet. NOES: None. ABSENT: None. ABSTAIN: None. ames Thompson, City Clerk i Zo12 City of Palm Springjs, California�� RESOLUTION NO. 39 A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SITE AND FACILITY LEASE, A LEASE AGREEMENT, AN ASSIGNMENT AGREEMENT FOR PROJECT LEASE AND AN ASSIGNMENT AGREEMENT FOR EQUIPMENT LEASE WITH RESPECT TO THE ACQUISITION, INSTALLATION, FINANCING, INSTALLMENT SALE PURCHASE AND LEASING BY THE CITY OF PALM SPRINGS, CALIFORNIA, OF EQUIPMENT THAT CONSTITUTES ENERGY CONSERVATION FACILITIES; AUTHORIZING THE EXECUTION AND DELIVERY OF AGREEMENTS AND DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION. WHEREAS, the City of Palm Springs Financing Authority, California (the "Authority'), a joint exercise of powers authority organized and existing under the laws of the State of California, is authorized by the laws of the State of California to enter into contracts to assist the City of Palm Springs, California (the "City) in connection with the acquisition, installation, financing, installment sale purchase and leasing of equipment that constitutes energy conservation facilities and to enter into facility financing contracts and facility ground leases with respect thereto; and WHEREAS, the City desires to finance (a) the acquisition and installation of lighting, mechanical, utility, water and other energy conservation measures on and to certain of the City's public buildings and other facilities (the `Project') and (b) the demolition and replacement of the City's existing Municipal Central Plant cogeneration system with a new 1.1 MW cogeneration plant, mechanical and electrical systems and upgrades and related improvements (the "Equipment), and the combined cost of the Project and the Equipment shall not exceed $18,500,000; and WHEREAS, in order to acquire and finance the Project and the Equipment, the Lessor proposes to enter into that certain Site and Facility Lease (the "Site Lease'), the Lease Agreement (the "Lease Agreement'), the Equipment Schedule to and incorporating the terms of the Lease Agreement (collectively, the "Equipment Lease') and the Project Schedule to and incorporating the terms of the Lease Agreement (collectively, the "Project Lease'), each with the City, the form of each of which has been presented to the governing body of the Authority at this meeting; and WHEREAS, in order to obtain funds to finance the Project, the City has agreed to lease certain real property to the Authority pursuant to the Site Lease, and the Authority has agreed to lease such real property back to the City pursuant to the Project Lease, Resolution No. 39 Page 2 in consideration for the payment of lease payments as provided by the Project Lease; and WHEREAS, in order to obtain funds to finance the acquisition and installation of the Equipment, the City has agreed to lease the Equipment from the Authority, and the Authority has agreed to arrange for and lease the Equipment to the City, in consideration for the payment of lease payments as provided by the Equipment Lease; and WHEREAS, the Authority has agreed to assign its rights under the Site Lease and its rights to receive lease payments pursuant to the Project Lease to Green Campus Partners, LLC, or its designee, as Project Lease Assignee, pursuant to that certain Assignment Agreement for Project Lease (the `Project Lease Assignment') to be entered into for the purpose of obtaining the funds required for the financing of the Project, the form of which has been presented to the governing body of the Authority at this meeting; and WHEREAS, the Authority has agreed to assign its rights to receive lease payments pursuant to the Equipment Lease to Green Campus Partners, LLC, or its designee, as Equipment Lease Assignee, pursuant to that certain Assignment Agreement for Equipment Lease (the "Equipment Lease Assignment') to be entered into for the purpose of obtaining the funds required for the financing of the Equipment, the form of which has been presented to the governing body of the Authority at this meeting; and WHEREAS, the governing body of the Authority determines for the best interest of the Authority and the City to enter into the Site Lease, the Lease Agreement, the Project Lease, the Equipment Lease, the Project Lease Assignment and the Equipment Lease Assignment and the documentation related to the financing of the Project and the Equipment for the acquisition, installation, financing, installment sale purchase and leasing of the Project and the Equipment by the City to be therein described on the terms and conditions therein provided. THE GOVERNING BODY OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Defined Terms. Capitalized terms that are used, but not defined, in this Resolution shall have the same meaning as when such terms are used in the preambles to this Resolution. SECTION 2. Approval of Financing Agreements. The form, terms and provisions of the Site Lease, the Lease Agreement, the Project Lease, the Equipment Lease, the Project Lease Assignment and the Equipment Lease Assignment (collectively, the "Financing Agreements') are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the Executive Director of the Authority or other authorized official of the Resolution No. 39 Page 3 Authority executing the same, the execution of such Financing Agreements being conclusive evidence of such approval. The Executive Director of the Authority is hereby authorized and any such authorized official is hereby directed to execute, and the Secretary or Assistant Secretary of the Authority is hereby authorized and directed to attest, each of the Financing Agreements and to deliver each of the Financing Agreements to the respective parties thereto. SECTION 3. Other Actions Authorized. The officers and employees of the Authority shall take all action necessary or reasonably required by the parties to the Financing Agreements to carry out, give effect to and consummate the transactions contemplated thereby and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with any of the Financing Agreements. SECTION 4. No General Liability. Nothing contained in this Resolution, any of the Financing Agreements or any other instrument shall be construed with respect to the Authority as incurring a pecuniary liability or charge upon the general credit of the Authority (the Authority having no taxing powers), nor shall the breach of any agreement contained in this Resolution, any of the Financing Agreements or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Authority or any charge upon its general credit. SECTION 5. Appointment of Authorized Authority Representatives. The Executive Director of the Authority is hereby designated to act as authorized representative of the Authority for purposes of the Financing Agreements until such time as the governing body of the Authority shall designate any other or different authorized representative for purposes of the Financing Agreements. SECTION 6. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. SECTION 7. Effective Date. This Resolution shall be effective immediately upon its approval and adoption. PASSED, APPROVED, AND ADOPTED BY THE CITY OF PALM SPRINGS FINANCE AUTHORITY THIS 19T" DAY OF JUNE, 2013. ATTEST: DAVID H. READY cutive Director ;iR—THOM�PSON, Secretary /-�City Clerk, City of Palm Springs Resolution No. 39 Page 4 CERTIFICATION State of California ) County of Riverside ) ss. City of Palm Springs) I, JAMES THOMPSON, Secretary of the City of Palm Springs Finance Authority and City Clerk of the City of Palm Springs, hereby certify that Resolution No. 39 is a full, true and correct copy, and was duly adopted at a regular meeting of the Governing Body of the City of Palm Springs Financing Authority on June 19, 2013, by the following vote: AYES: Board Member Foat, Board Member Hutcheson, Board Member Lewin, Vice Chairman Mills, and Chairman Pougnet. NOES: None. ABSENT: None. ABSTAIN: None. MES THOMPSON, Secretary a-7/15iezfs City Clerk, City of Palm Springs, California RESOLUTION NO. 40 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING AND DIRECTING THE ISSUANCE AND SALE OF ITS LEASE REVENUE REFUNDING BONDS, 2014 SERIES A (CONVENTION CENTER PROJECT), APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUPPLEMENTAL LEASE AGREEMENT NO. 6, SUPPLEMENTAL SITE LEASE NO. 4, SUPPLEMENTAL TRUST AGREEMENT NO. 5, ESCROW AGREEMENT, BOND PURCHASE AGREEMENT AND OFFICIAL STATEMENT AND APPROVING OTHER MATTERS RELATING TO SUCH BONDS. WHEREAS, the City of Palm Springs Financing Authority (the "Authority") is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act') and the powers of the Authority include the power to issue bonds for any of its corporate purposes, including the financing and refinancing of public capital improvements of benefit to the City of Palm Springs (the "City"); and WHEREAS, the Authority and the City entered into a Lease Agreement Relating to Convention Center Facilities by and between the Authority and the City dated as of April 1, 1991 (the "Lease Agreement'), whereby the Authority agreed to lease to the City; and the City agreed to lease from the Authority certain real property described in Exhibit A to the Lease Agreement, (the "Site") and the improvements thereon (the "Facilities") in the manner and on the terms set forth in the Lease Agreement; and WHEREAS, the Site was initially leased to the Authority by the City for leaseback to the City pursuant to a Site Lease and a Supplemental Site Lease No. 1, both dated as of April 1, 1991, and both by and between the City and the Authority (together, the "Site Lease"); and WHEREAS, concurrently with the execution and delivery of the Lease Agreement, the Authority issued its City of Palm Springs Financing Authority Lease Revenue Bonds, 1991 Series A (the "1991 Bonds") to provide funds to finance the Facilities pursuant to a Trust Agreement Relating to Convention Center Facilities (the 1991 Trust Agreement'), dated as of April 1, 1991, by and among the Authority, the City and First Interstate Bank of California, as trustee (the "1991 Trustee"); and WHEREAS, pursuant to an Assignment Agreement, dated as of April 1, 1991, between the Authority and the 1991 Trustee (the "Assignment Agreement') the Authority assigned and transferred its rights and interests under the Site Lease and the Lease Resolution No. 40 Page 2 Agreement to the 1991 Trustee, for the benefit of the owners of the 1991 Bonds and any Additional Bonds (as defined in the 1991 Trust Agreement); and WHEREAS, the City determined to advance refund a portion of the 1991 Bonds through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 1997 Series B (Convention Center Project) (the "1997 Bonds") and, for such purpose, the City and the Authority entered into a Supplemental Lease Agreement No. 2, dated as of October 1, 1997 (the "Supplemental Lease Agreement No. 2") and the City, the Authority and BNY Western Trust Company (the "1997 Trustee"), as successor trustee to the 1991 Trustee, entered into Supplemental Trust Agreement No. 1, dated as of October 1, 1997; and WHEREAS, for the purpose of assigning certain of the Authority's interests in the Supplemental Lease Agreement No. 2 to the Trustee, the Authority and the 1997 Trustee, amended the Assignment Agreement pursuant to the First Amended Assignment Agreement, dated as of October 1, 1997; and WHEREAS, the City determined to currently refund a portion of the outstanding 1991 Bonds through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 2001 Series A Bonds (Convention Center Project) (the "2001 Bonds") and, for such purpose, the City and the Authority entered into Supplemental Lease Agreement No. 3, dated as of August 1, 2001 (the "Supplemental Lease Agreement No. 3") and the City, the Authority and the 1997 Trustee entered into Supplemental Trust Agreement No. 2, dated as of August 1, 2001; and WHEREAS, for the purpose of assigning certain of the Authority interests in Supplemental Lease Agreement No. 3 to the Trustee, the Authority and 1997 Trustee entered into a Second Amended Assignment Agreement, dated as of August 1, 2001; and WHEREAS, the City determined to currently refund the outstanding 1997 Bonds and to expand the Convention Center facilities through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Bonds, 2004 Series A (Convention Center Expansion Project) (the "2004 Bonds") and, for such purpose, the City and the Authority entered into Supplemental Site Lease No. 2, dated as of May 1, 2004 ("Supplemental Site Lease No. 2"), and a Supplemental Lease Agreement No. 4 ("Supplemental Lease Agreement No. 4"), dated as of May 1, 2004, and the City, the Authority and the 1997 Trustee, entered into Supplemental Trust Agreement No. 3, dated as of May 1, 2004; and WHEREAS, for the purpose of assigning to the 1997 Trustee certain of the Authority's interests in Supplemental Site Lease No. 2 and Supplemental Lease Agreement No. 4, the Authority and the 1997 Trustee entered into the Third Amended Assignment Agreement, dated as of May 1, 2004; and Resolution No. 40 Page 3 WHEREAS, the City determined to currently refund the outstanding 2001 Bonds through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 2012 Series A (Convention Center Project) (the "2012 Bonds") and, for such purpose, the City and the Authority entered into Supplemental Site Lease No. 3, dated as of December 1, 2011 ("Supplemental Site Lease No. 3") and Supplemental Lease Agreement No. 5 ("Supplemental Lease Agreement No. 5"), dated as of December 1, 2011, and the City, the Authority and The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), as successor trustee to BNY Western Trust Company, entered into Supplemental Trust Agreement No. 4, dated as of December 1, 2011; and WHEREAS, the Authority and the Trustee also for such purpose amended the Third Amended Assignment Agreement to assign to the Trustee certain of the Authority's interests in Supplemental Site Lease No. 3 and Supplemental Lease Agreement No. 5, as provided in the Fourth Amended Assignment Agreement; and WHEREAS, the City has now determined to currently refund a portion of the outstanding 2004 Bonds through the issuance by the Authority of its City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 2014 Series A (Convention Center Project) (the "2014 Bonds") and, for such purpose, the City and the Authority propose to enter into Supplemental Site Lease No. 4, dated as of June 1, 2014 ("Supplemental Site Lease No. 4"), and Supplemental Lease Agreement No. 6 ("Supplemental Lease Agreement No. 6"), dated as of June 1, 2014, and the City, the Authority and the Trustee propose to enter into Supplemental Trust Agreement No. 5, dated as of June 1, 2014 (the "Supplemental Trust Agreement No. 5"); and WHEREAS, the Authority and the Trustee will also amend the Fourth Amended Assignment Agreement to assign certain of the Authority's interests in Supplemental Site Lease No. 4 and Supplemental Lease Agreement No. 6, as provided in the Fifth Amended Assignment Agreement (the " Fifth Amended Assignment Agreement"); and WHEREAS, the Lease Agreement, as amended and supplemented, authorizes the City to substitute other lands, facilities and improvements (a "Substituted Project") for portions of the Site and Facilities (a "Former Project") upon the satisfaction by the City of certain conditions precedent and the City has determined to satisfy such conditions precedent in order to make a substitution with respect to the Site as provided in the Termination Agreement and Notice of Substitution (Lease Agreement, Site Lease and Assignment Agreement), dated as of June 1, 2014, by and between the City and the Authority (the "Termination Agreement"); and WHEREAS, the Trustee is successor trustee to BNY Western Trust Company under Supplemental Trust Agreement No. 3 and the Trustee, as such successor trustee, will act as escrow bank pursuant to a 2004 Bonds Escrow Deposit and Trust Agreement providing for the refunding of a portion of the 2004 Bonds (the "Escrow Agreement"); and Resolution No. 40 Page 4 WHEREAS, the Authority and the City propose to sell the 2014 Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), in accordance with the bond purchase agreement in form on file with the City Clerk (the "Bond Purchase Agreement"); and WHEREAS, the Authority has caused to be prepared a form of Official Statement ' describing the 2014 Bonds and containing material information relating to the 2014 Bonds, the preliminary form of which is on file with the City Clerk; and WHEREAS, the Authority, with the aid of its staff, has reviewed Supplemental Site Lease No.4, Supplemental Lease Agreement No. 6, Supplemental Trust Agreement No. 5, the Escrow Agreement, the Bond Purchase Agreement and the Official Statement and wishes at this time to approve the foregoing in the public interests of the Authority and the City; NOW, THEREFORE, BE IT RESOLVED, by the City of Palm Springs Financing Authority, as follows: SECTION 1. The above recitals are true and correct. SECTION 2. Pursuant to the Act, the Authority hereby approves of the issuance of the 2014 Bonds in an aggregate principal amount of not to exceed $57,000,000. SECTION 3. The forms of the Supplemental Lease Agreement No. 6, the Supplemental Site Lease No. 4 and the Fifth Amended Assignment Agreement, copies of which are on file with the Secretary of the Authority, be and are hereby approved in substantially the forms thereof on file with such changes as may be approved by the Executive Director or Executive Director's designee, said Executive Director or Executive Director's designee's execution thereof to constitute conclusive evidence of the approval of all such changes, and the Executive Director or Executive Director's designee be and is hereby authorized, together or alone, to execute and deliver the Supplemental Lease Agreement No. 6, the Supplemental Site Lease No. 4 and the Fifth Amended Assignment Agreement on behalf of the Authority. The Authority hereby authorizes the delivery and performance of the Supplemental Lease Agreement No. 6, the Supplemental Site Lease No. 4 and the Fifth Amended Assignment Agreement. SECTION 4. The form of the Supplemental Trust Agreement No. 5, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof on file with such changes as may be approved by the Executive Director or Executive Director's designee, said Executive Director or Executive Director's designee's execution thereof to constitute conclusive evidence of the approval of all such changes, and the Executive Director or Executive Director's designee be and is hereby authorized, together or alone, to execute and deliver the Supplemental Trust Agreement No. 4. The Authority hereby authorizes the delivery and performance of Supplemental Trust Agreement No. 5. Resolution No. 40 Page 5 SECTION 5. The form of Termination Agreement, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof on file, or with such changes as may be approved by the Executive Director or Executive Director's designee, said Executive Director or Executive Director's designee's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Executive Director or Executive Director's designee be and is hereby authorized, together or alone, to execute and deliver the Termination Agreement. The Authority hereby authorizes the delivery and performance of the Termination Agreement. SECTION 6. The form of Escrow Agreement, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in substantially the form thereof on file, or with such changes as may be approved by the Executive Director or Executive Director's designee, said Executive Director or Executive Director's designee's execution thereof to constitute conclusive evidence of said officer's approval of all such changes, and the Executive Director or Executive Director's designee be and is hereby authorized, together or alone, to execute and deliver the Escrow Agreement. The Authority hereby authorizes the delivery and performance of the Escrow Agreement. SECTION 7. The form of Bond Purchase Agreement relating to the purchase of the 2014 Bonds by the Underwriter, a copy of which is on file with the Secretary of the Authority, be and is hereby approved in the form thereof on file, with such changes as may be approved by the Executive Director or Executive Director's designee, said Executive Director's or Executive Director's designee's execution thereof to constitute conclusive evidence of the approval of all such changes, and the Executive Director or Executive Director's designee be and is hereby authorized, together or alone, to execute and deliver Bond Purchase Agreement; provided, however, that (1) the aggregate principal amount of the 2014 Bonds shall not exceed $57,000,000; and (2) the Authority shall have received from the Underwriter, prior to the sale of the 2014 Bonds, its written confirmation that the sale of the 2014 Bonds will result in a net present value saving of not less than 5.00%, with an initial underwriter's discount (excluding original issue discount) of no more than 0.60%. SECTION 8. The Preliminary Official Statement relating to the 2014 Bonds is approved for distribution by the Underwriter to investors who may be interested in purchasing the 2014 Bonds. The Executive Director or Executive Director's designee is authorized to approve revisions of the Preliminary Official Statement as shall be required to cause such Preliminary Official Statement to contain any further information necessary to accurately describe the 2014 Bonds and the Authority's Executive Director or Executive Director's designee is authorized to deem final the Preliminary Official Statement as of its date for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934 as amended. The final Official Statement relating to the 2014 Bonds shall be submitted to the Executive Director or the Executive Director's designee of the Authority for approval and execution. The Authority hereby authorizes the delivery of the final Official Statement. Resolution No. 40 Page 6 SECTION 9. The financing consultant firm of Harrell & Company Advisors, LLC, Orange, California, is hereby appointed as financial advisor to the Authority with respect to the 2014 Bonds, the law firm of Jones Hall, A Professional Law Corporation, San Francisco, California, is hereby appointed as Bond Counsel, and the law firm of Fulbright & Jaworski LLP, a member of Norton Rose Fulbright, Los Angeles, California, is hereby appointed as Disclosure Counsel with respect to the 2014 Bonds, compensation and expenses for the foregoing services to be as provided in agreements on file with the City Clerk or as approved by the Executive Director or Treasurer upon delivery of the 2014 Bonds. SECTION 10. The Executive Director or the Executive Director's designee or any other appropriate officers of Authority are further authorized and directed to execute such certifications, agreements, assignments and instruments as are, in the opinion of Bond Counsel, necessary or appropriate to consummate the transactions contemplated by this Resolution and provided for in the agreements approved by this Resolution.. SECTION 11. This Resolution shall take effect and be enforceable immediately upon its adoption. ADOPTED this 18t' day of June 2014. David H. Ready, Exae a Director ATTEST: ames Thompson, Secretary CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, Secretary of the City of Palm Springs Financing Authority, hereby certify that Resolution No. 40 is a full, true and correct copy, and was dulz adopted at a regular meeting of the City of Palm Springs Financing Authority on the 18t day of June, 2014, by the following vote: AYES: Board Member Foat Board Member Mills , Board Member Lewin, Vice Chair Hutcheson and Chair Pougnet. NOES: None. ABSENT: None. ABSTAIN: None. i mes Thompson, Secretary Financing Authority City of Palm Springs, Califcrnia 0 7/a 212 c- 14 RESOLUTION NO. 41 A RESOLUTION OF THE FINANCING AUTHORITY OF THE CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING ISSUANCE OF CITY OF PALM SPRINGS FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, 2015 SERIES A AND TAXABLE LEASE REVENUE REFUNDING BONDS, 2015 SERIES B, APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF INDENTURE OF TRUST AND OTHER DOCUMENTS RELATING THERETO, AUTHORIZING SALE OF SUCH BONDS, APPROVING OFFICIAL STATEMENT AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO. WHEREAS, the City of Palm Springs (the "City') and the City of Palm Springs Financing Authority (the "Authority") have previously financed the acquisition, construction and improvement of public parking improvements from the proceeds of Taxable Variable Rate Demand Certificates of Participation, 2002 Series A (Downtown Parking Project) in the aggregate principal amount of $8,000,000 (the "2002 Certificates") which evidence direct, undivided fractional interests of the owners thereof in the lease payments (the "2002 Lease Payments") made by the City under a Lease Agreement dated as of October 1, 2002 (the "2002 Lease Agreement'), between the Authority as lessor and the City as lessee of the real property which constitutes such public parking improvements (the "Leased Property"); and WHEREAS, the 2002 Certificates and the 2002 Lease Payments are subject to prepayment on any date, upon payment of the principal amount thereof together with accrued interest represented thereby to the prepayment date, without premium; and WHEREAS, the City has determined that it is in its financial interests at this time to refinance the 2002 Certificates and the related 2002 Lease Payments, and in order to provide funds for that purpose the Authority wishes to authorize the issuance of its Lease Revenue Refunding Bonds (the 'Bonds") in two series under the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the "Bond Law"); and WHEREAS, In order to provide revenues which are sufficient to enable the Authority to pay debt service on the Bonds, the Authority and the City have proposed to enter into a Site and Facilities Lease under which the City leases the Leased Property to the Authority in consideration of the agreement by the Authority to issue the Bonds, and to enter into a Lease Agreement under which the Authority leases the Leased Property back to the City in consideration of the agreement by the City to pay semiannual Lease Payments which are sufficient to provide funds for the payment of debt service on the Bonds when due; and I Resolution No. 41 Page 2 WHEREAS, the Board of Directors of the Authority wishes at this time to approve the issuance and sale of the Bonds by the Authority for the purpose of refinancing the 2002 Certificates and the 2002 Lease Payments, and to approve the execution and delivery of all related financing documents and actions; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY HEREBY RESOLVES, AS FOLLOWS: SECTION 1. Authorization of Bonds. The Board of Directors hereby authorizes the issuance the Bonds under the Bond Law in such principal amount as shall be required to provide funds to refinance the 2002 Certificates and the 2002 Lease Payments in full and to provide payment of incidental financing costs. The Bonds are hereby authorized to be issued in two series, consisting of a series designated the City of Palm Springs Financing Authority Lease Revenue Refunding Bonds, 2015 Series A and a series designated the City of Palm Springs Financing Authority Taxable Lease Revenue Refunding Bonds, 2015 Series B. SECTION 2. Approval of Related Financing Agreements. The Board of Directors hereby approves each of the following agreements required for the issuance and sale of the Bonds and the refinancing of the 2002 Certificates and the 2002 Lease Payments, in substantially the respective forms on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director: • Indenture of Trust, between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), setting forth the terms and provisions relating to the Bonds. • Site and Facilities Lease between the City as lessor and the Authority as lessee, whereby the City leases the Leased Property to the Authority in consideration of the agreement by the Authority to issue the Bonds and apply the proceeds thereof to refinance the 2002 Certificates and the 2002 Lease Payments. • Lease Agreement between the Authority as lessor and the City as lessee, whereby the Authority leases the Leased Property back to the City in consideration of the agreement by the City to pay semiannual lease payments which are sufficient to provide revenues with which to pay debt service on the Bonds. • Assignment Agreement, between the Authority and the Trustee, whereby the Authority assigns certain of its rights under the Lease Agreement to the Trustee for the benefit of the Bond owners. • Irrevocable Refunding Instructions given by the City and the Authority to The Bank of New York Mellon Trust Company, N.A., as trustee for Resolution No. 41 Page 3 the 2002 Certificates, relating to the establishment and investment of funds to refinance the 2002 Certificates. • Bond Purchase Agreement between the City, the Authority and the Underwriter of the Bonds, under which the City and the Authority agree to sell the Bonds to the Underwriter and prescribing the terms and provisions of the sale of the Bonds. The Board of Directors hereby authorizes and directs the Executive Director to execute and deliver the final form of each of the final documents in the name and on behalf of the City. SECTION 3. Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds on a negotiated basis to Stifel Nicolaus & Company, Incorporated, as underwriter (the "Underwriter"). Such sale shall be accomplished pursuant to the Bond Purchase Agreement which is approved under Section 2. The Board of Directors hereby delegates to the Executive Director the authority to accept an offer from the Underwriter to purchase the Bonds, provided that the true interest rate represented by all of the Bonds (taking into account any original issue discount or original issue premium on the sale of the Bonds) shall not exceed 3.00% and the maximum amount of Underwriter's discount on the sale of the Bonds shall not exceed 0.75% of the par amount of the Bonds. SECTION 4. Approval of Official Statement. The Board of Directors hereby approves the Preliminary Official Statement describing the Bonds, in substantially the form on file with the Secretary. Distribution of the Preliminary Official Statement by the Underwriter is hereby approved. Prior to the distribution of the Preliminary Official Statement, the Executive Director is hereby authorized and directed, on behalf of the Authority, to deem the Preliminary Official Statement "final' within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934 (the `Rule"). The execution of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Executive Director, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds. The Executive Director is authorized and directed to execute and deliver the Final Official Statement for and on behalf of the Authority, to deliver to the Underwriter a certificate with respect to the information set forth therein and to execute and deliver a Continuing Disclosure Certificate to the Underwriter substantially in the form appended to the final Official Statement. SECTION 5. Appointments. The financing consultant firm of Harrell & Company Advisors, LLC, Orange, California, is hereby appointed as financial advisor to the Authority with respect to the Bonds and the law firm of Jones Hall, A Professional Law Corporation, San Francisco, California, is hereby appointed as Bond Counsel, and the law firm of Fulbright & Jaworski L.L.P., Los Angeles, California, is hereby appointed as Disclosure Counsel with respect to the Bonds, compensation and expenses for the Resolution No. 41 Page 4 foregoing services to be as provided in agreements on file with the Secretary or as approved by the Executive Director upon delivery of the Bonds. SECTION 6. Official Actions. The Chair, the Executive Director, the Secretary, the Treasurer and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable to implement the issuance and sale of the Bonds. Whenever in this Resolution any officer of the Authority is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. SECTION 7. Effective Date. This Resolution shall take effect from and after the date of approval and adoption thereof. PASSED, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY THIS 4T" DAY OF NOVEMBER, 2015. DAVID H. READY, E) E DIRECTOR ATTEST: MES THOMPSON, SECRETARY Resolution No. 41 Page 5 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, Secretary of the City of Palm Springs Financing Authority, hereby certify that Resolution No. 41 is a full, true and correct copy, and was du� adopted at a regular meeting of the City of Palm Springs Financing Authority on the 4T day of November, 2015, by the following vote: AYES: Board Members Foat, Hutcheson, Mills, Vice Chairman Lewin, and Chairman Pougnet. NOES: None. ABSENT: None. ABSTAIN: None. i yes Thompson, Secretary Financing Authority I If r-r j ye tS City of Palm Springs, California RESOLUTION NO. 42 A RESOLUTION OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY AUTHORIZING ISSUANCE OF CITY OF PALM SPRINGS FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, 2017 SERIES A APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF INDENTURE OF TRUST AND OTHER DOCUMENTS RELATING THERETO, AUTHORIZING SALE OF SUCH BONDS, APPROVING OFFICIAL STATEMENT AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Palm Springs (the "City") and the City of Palm Springs Financing Authority (the "Authority") have previously refinanced outstanding obligations of the City which were issued to finance public capital improvements, from the proceeds of the City of Palm Springs Financing Authority 2007 Lease Revenue Refunding Bonds (Public Capital Improvements) which have been issued by the Authority in the aggregate principal amount of$20,365,000 (the "2007 Authority Bonds"); and WHEREAS, the 2007 Authority Bonds are currently subject to redemption on any date upon payment of the principal amount thereof together with accrued interest represented thereby to the redemption date, without premium; and WHEREAS, City and the Authority have determined that it is in their financial interests at this time to refinance the 2007 Authority Bonds, and in order to provide funds for that purpose the Authority has authorized the issuance of its City of Palm Springs Financing Authority 2017 Lease Revenue Refunding Bonds (the "Bonds") under the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the "Bond Law"); and WHEREAS, In order to provide revenues which are sufficient to enable the Authority to pay debt service on the Bonds, the Authority and the City have proposed to enter into a Site and Facilities Lease under which the City leases certain real property, consisting generally of the land and improvements which constitute the Resort Golf Course and the police building which is located within the City's municipal complex (the "Leased Property") to the Authority in consideration of the agreement by the Authority to issue the Bonds, and to enter into a Lease Agreement under which the Authority leases the Leased Property back to the City in consideration of the agreement by the City to pay semiannual Lease Payments which are sufficient to provide funds for the payment of debt service on the Bonds when due; and Resolution No. 42 Page 2 WHEREAS, the Board of Directors of the Authority wishes at this time to approve the issuance and sale of the Bonds by the Authority for the purpose of refinancing the 2007 Authority Bonds and to approve the execution and delivery of all related financing documents and actions; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY HEREBY RESOLVES, AS FOLLOWS: SECTION 1. Authorization of Bonds. The Board of Directors hereby authorizes the issuance the Bonds under the Bond Law in such principal amount as shall be required to provide funds to refinance the 2007 Authority Bonds in full and to provide payment of incidental financing costs. SECTION 2. Approval of Related Financing Agreements. The Board of Directors hereby approves each of the following agreements required for the issuance and sale of the Bonds and the refinancing of the 2007 Authority Bonds, in substantially the respective forms on file with the Interim Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director: • Indenture of Trust, between the Authority and U.S. Bank National Association, as trustee (the `Trustee'), setting forth the terms and provisions relating to the Bonds. • Site and Facilities Lease between the City as lessor and the Authority as lessee, whereby the City leases the Leased Property to the Authority in consideration of the agreement by the Authority to issue the Bonds and apply the proceeds thereof to refinance the 2007 Authority Bonds. • Lease Aqreement between the Authority as lessor and the City as lessee, whereby the Authority leases the Leased Property back to the City in consideration of the agreement by the City to pay semiannual lease payments which are sufficient to provide revenues with which to pay debt service on the Bonds. • Assignment Agreement, between the Authority and the Trustee, whereby the Authority assigns certain of its rights under the Lease Agreement to the Trustee for the benefit of the Bond owners. • Irrevocable Refunding Instructions given by the City and the Authority to U.S. Bank National Association, as trustee for the 2007 Authority Bonds, relating to the establishment and investment of funds to refinance the 2007 Authority Bonds. • Bond Purchase Agreement between the City, the Authority and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), under which Resolution No. 42 Page 4 and all things and take any and all actions, which they, or any of them, may deem necessary or advisable to implement the issuance and sale of the Bonds. Whenever in this Resolution any officer of the Authority is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. SECTION 7. Effective Date. This Resolution shall take effect from and after the date of approval and adoption thereof. PASSED, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE CITY OF PALM SPRINGS FINANCING AUTHORITY THIS 19TH DAY OF APRIL, 2017. DAVID H. READY, ESQ., P EXECUTIVE DIRECTOR ATTEST: `L ,�- KATHLEEN D. HART, SECRETARY Resolution No. 42 Page 3 the City and the Authority agree to sell the Bonds to the Underwriter and prescribing the terms and provisions of the sale of the Bonds. The Board of Directors hereby authorizes and directs the Executive Director to execute and deliver the final form of each of the final documents in the name and on behalf of the City. SECTION 3. Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds on a negotiated basis to the Underwriter. Such sale shall be accomplished pursuant to the Bond Purchase Agreement which is approved under Section 2. The Board of Directors hereby delegates to the Executive Director the authority to accept an offer from the Underwriter to purchase the Bonds, provided that the true interest rate represented by all of the Bonds (taking into account any original issue discount or original issue premium on the sale of the Bonds) shall not exceed 3.25% and the maximum amount of Underwriter's discount on the sale of the Bonds shall not exceed 0.65% of the par amount of the Bonds. SECTION 4. Approval of Official Statement. The Board of Directors hereby approves the Preliminary Official Statement describing the Bonds, in substantially the form on file with the Interim Secretary. Distribution of the Preliminary Official Statement by the Underwriter is hereby approved. Prior to the distribution of the Preliminary Official Statement, the Executive Director is hereby authorized and directed, on behalf of the Authority, to deem the Preliminary Official Statement "final' within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934 (the 'Rule"). The execution of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Executive Director, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds. The Executive Director is authorized and directed to execute and deliver the Final Official Statement for and on behalf of the Authority, to deliver to the Underwriter a certificate with respect to the information set forth therein and to execute and deliver a Continuing Disclosure Certificate to the Underwriter substantially in the form appended to the final Official Statement. SECTION 5. Appointments. The financing consultant firm of Harrell & Company Advisors, LLC, Orange, California, is hereby appointed as municipal advisor to the Authority with respect to the Bonds and the law firm of Jones Hall, A Professional Law Corporation, San Francisco, California, is hereby appointed as Bond Counsel, and the law firm of Norton Rose Fulbright US LLP, Los Angeles, California, is hereby appointed as Disclosure Counsel with respect to the Bonds, compensation and expenses for the foregoing services to be as provided in agreements on file with the Interim Secretary or as approved by the Executive Director upon delivery of the Bonds. SECTION 6. Official Actions. The Chair, the Executive Director, the Interim Secretary, the Treasurer and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any Resolution No. 42 Page 5 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, KATHLEEN D. HART, Secretary of the City of Palm Springs Financing Authority, hereby certify that Resolution No. 42 is a full, true and correct copy, and was dul� adopted at a regular meeting of the City of Palm Springs Financing Authority on the 19t day of April, 2017, by the following vote: AYES: Board Members Kors, Roberts, and Mayor Moon NOES: None ABSENT: Board Member Mills, and Mayor Pro Tem Foat ABSTAIN: None RECUSED: None �-Hra& Kathleen D. Hart, Secretary Financing Authority