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Home My WebLink About00123C - PA3B11 PALM CANYON PLAZA CROWE HOTEL TRUST AGR x 1 c V Palm Canyon Plaza Hotel , aka Crowe Hotel , Trust agr & var other agr' s, PA#3Bll CLOSING MEMORANDUM AGR 123a thru 123k R285 thru R295, 12-19-84 $50,000,000 - - NOTE: See 8 bound white COMPOSITE ISSUE volumes on top shelf in vault, - a for Trust agr, Reimb agr, 1984 ADJUSTABLE RATE DEMAND Remarketing agr, lst & 2nd CERTIFICATES OF PARTICIPATION 7�n5tal agr, 2nd Assigment agr &_HQencT aqr.- - — -- - (PALM CANYON PLAZA 1-7, LTD. PROJECTS) Evidencing Proportionate Interests of the Owner Thereof in Installment Payments to be Made by the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS Delivery Date: December 31, 1984 This memorandum outlines the actions taken in connection with the delivery of the Certificates of Participation described above (the "Certificates"). Consummation of the delivery of the Certificates was held at the Offices of Wolfson & Frankel, 11355 Olympic Blvd., Suite 700, Los Angeles, California 90064, commencing at 9:00 a.m. on the date indicated above. All words and phrases defined in Article I of the Trust Agreements dated as of December 1, 1984, relating to the Certificates shall have the meanings assigned to them in the Agreement when used in this memorandum, including all schedules hereto. L ACTIONS TAKEN PRIOR TO THE DELIVERY A. Agency Proceedings. On or prior to the Delivery Date, the following occurred: 1. The Developer entered into a binding contract for the construction of the Projects. 2. The Agency held a public hearing pursuant to the requirements of Section 103(k) of the Code. 3. The Agency adopted the Certificate Resolution which, among other matters, (a) authorizes the delivery of the Certificates, (b) approves the sale of the Certificates and (c) authorizes the execution of the Basic Documents. l � UKUWH-UJ 1Z/Z4/64L1 � 4. The Mayor of the City executed the approval required by Section 103(k) of the Code. B. Execution, Delivery and Distribution of Basic Instruments. On or prior to the Closing Date, the following occurred: 1. The Preliminary Official Statement and Official Statement were distributed by the Underwriters. 2. The Basic Documents were delivered. 3. The Internal Revenue Code Section 103(b)(6)(D) elections were filed with the Internal Revenue Service Center in Fresno, California. C. Execution and Examination of Certificates. 1. On or before the Delivery Date the Trustee, by manual signature, authenticated the Certificates to be delivered at the time of Delivery, the Certificates having been theretofore signed by the manual or facsimile signatures of the proper officers of the Agency. 2. Immediately following authentication, the Certificates were placed in the custody of the Trustee for safekeeping until the Closing, the Underwriters having checked and packaged the Certificates for delivery prior to the time of Delivery. 3. Certificate No. 1 was proofread and examined by Bond Counsel on the Delivery Date. D. General. The Underwriters and the Agency agreed upon all computations of amounts required in connection with the Delivery, including the amount of the funds to be made available at the Closing in payment for the Certificates. E. Preliminary Delivery. On the day prior to the Closing Date, a preliminary closing (the "Preliminary Closing") was held beginning at 1:30 P.M. at the same location as the Closing. At the Preliminary Closing, all documents to be delivered at the Delivery, as set forth in Schedule A attached hereto, were reviewed and approved by counsel for all parties. CROWE-CS 12/24/84D ACTIONS TAKEN AT THE DELIVERY A. The Original Purchasers made funds available in payment for the Certificates. A representative of the Trustee acknowledged that federal funds were available for deposit into the various funds as required pursuant to the Trust Agreement, and for payment of Delivery Costs. B. The Certificates, having been previously packaged'in executed form for delivery to the appropriate parties �it the time of Closing, were then delivered by a representative of the Trustee upon being given instructions by Bond Counsel. The remaining receipts, certificates, opinions and other documents having been previously packaged at the Preliminary Closing in executed form for delivery at the time of Closing were simultaneously delivered and the Closing thereby completed. All documents delivered and all other actions taken in connection with the Closing were considered to have been delivered or taken simultaneously and no such delivery or other action was considered to have been completed until all deliveries and other actions constituting a part of the Closing had been completed. C. The Internal Revenue Code Section 103(1) Information Reports were filed with the Internal Revenue Service Center in Philadelphia, Pennsylvania. D. Sets of the transcript documents were distributed at the Closing to all parties and their respective.counsel. III. The Certificates constitute a composite issue of seven separate issues. Unless indicated otherwise in the List of Delivery Documents, a single document is being delivered for all issues. Where separate documents are delivered, the document name will be followed by "(for all issues)" and the items will be numbered A-G. �ROWE-CS 12/24/84D 1 Schedule A List of Delivery Documents ITEM NO. BASIC DOCUMENTS 1 Executed counterpart of, the First Installment Sale Agreement (for all issues) 2 Executed counterpart of the-Second Installment Sale Agreement (for all issues) 3 Executed counterpart of the First Assignment Agreement (for all issues) 4 Executed counterpart of the Second Assignment Agreement (for all issues) 5 Executed counterpart of the Trust Agreement Executed counterpart of the Deed of Trust /_/ Executed counterpart of the Bond Purchase Agreement Executed counterpart of the Reimbursement Agreement Copy of the Letter of Credit (original with Trustee) Remarketing Agreement AGENCY 20 Executed copy of Closing Certificate and Request of the Agency, with the following exhibits: 21 Developer's Binding Contract 22 Certificate Resolution 23 Specimen Bond (for all issues) 24 Affidavit of Publication / / = only included if item number inserted � � �l..i[V Wr.-1.J 16/L4/2f4ll 25 Executed copy of IRC Section 103(1) Certificate of the Agency (IRS Form 8038) (for all issues) y 26 Executed copy of IRC Section 103(k) Approval d Copy of UCC-1 Fixture Filing (Developer debtor) 27 Copy of CDAC Proposed Debt Issuance Report 28 Copy of CDAC Report of Final Sale /29 / Small issue election (for all issues) Copy of UCC-1 Filing (Seller debtor) Copy of UCC-1 Filing (Agency debtor) Copy of UCC-1 Filing (Developer debtor) California Allocation Report Issuer's State Allocation Certification THE DEVELOPER, THE SELLER AND THE BANK 40 Executed copy of Delivery Certificate of the Developer (for all issues) 41 First Requisition and Direction (for all issues) 42 Executed copy of Delivery Certificate of the Seller THE TRUSTEE 50 Executed copy of Delivery Certificate of the Trustee 51 Delivery certificate and cross receipt 52 Certificate of Trustee as to powers, incumbency of officers / / = only included if item number inserted t WE-CS 6/12/85DOC \ u OPINIONS ,i 60 Executed copy of Bond Counsel opinion (for all issues) 61 Executed copy of supplemental opinion of Bond Counsel (for all issues) /b2 / Executed copy of Agency Counsel opinion /63 / Executed copy of Developer Counsel opinion /64 / Executed copy of Underwriters' Counsel opinion Executed copy of Bank Counsel opinion /65 / Executed copy of Seller's Counsel opinion OFFERING DOCUMENTS _ /70 / Preliminary Official Statement ' /71 / Official Statement a /72 / Rating Letter /7T Blue Sky Memorandum and Legal Investment Survey OTHER ' /74 / Debt Service Verification /75 / Owner Participation Agreement (for all issues) %/ = Only included if item number inserted.