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RCPDFA-4RESOLUTION NO. RCPDFA 4 A RESOLUTION OF THE RIVERSIDE COUNTY PALM DESERT FINANCING AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE AUTHORITY'S LEASE REVENUE BONDS (COUNTY FACILITIES PROJECTS), 2003 SERIES A; APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS; APPOINTING A TRUSTEE; AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO WHEREAS, the Riverside County Palm Desert Financing Authority (the "Authority") is a joint powers authority duly organized and existing under and pursuant to Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the California Government Code (the "Act") and that certain Joint Exercise of Powers Agreement dated as of January 1, 2002, as amended, by and between the County of Riverside (the "County") and the Palm Desert Redevelopment Agency (the "Agency"), and is authorized pursuant to Article 4 of the Act to issue bonds to provide financing and refinancing for public capital improvements; and WHEREAS, the Authority desires to issue and sell its "Lease Revenue Bonds (County Facilities Projects), 2003 Series A" (the "Bonds") to be secured pursuant to the Indenture (as defined herein); and WHEREAS, proceeds of the Bonds are to provide (a) refinancing for the construction costs of certain administrative facilities of the County located in the City of Blythe, by effecting a refund of all of the remaining outstanding Palm Desert Financing Authority Lease Revenue Bonds (Blythe County Administrative Center Project), Series 1996 (the "1996 Bonds"), and (b) financing for the construction costs of additional public capital improvements to be leased to the County (collectively, the "2003 Projects"), including certain animal shelter and related facilities (the "Animal Shelter Facilities") to be located in the unincorporated community of Thousand Palms and certain medical clinic and related facilities (the "Medical Clinic Facilities") to be located in the unincorporated community of Mecca; and WHEREAS, to facilitate the successful development of the Animal Shelter Facilities, the Authority finds that it is desirable to enter into a construction agency agreement with the County; and WHEREAS, the Board of Supervisors of the County has made a finding, after duly noticed public hearing pursuant to Section 6586.5 of the Government Code, that the issuance of the Bonds will result in significant public benefit. NOW, THEREFORE, THE RIVERSIDE COUNTY PALM DESERT FINANCING AUTHORITY DOES HEREBY FIND RESOLVE, DETERMINE, AND ORDER AS FOLLOWS: 12395.0002\713764.9 RESOLUTION NO. RCPDFA 4 Section 1. Recitals. The above recitals, and each of them are true and correct. Section 2. Issuance of Bonds: Indenture. Subject to the further provisions of this Resolution, the Authority hereby authorizes and approves the issuance, sale and delivery of the Bonds, in an aggregate principal amount not to exceed $27,000,000. The Indenture (the "Indenture"), proposed to be entered into by and between the Authority and the Trustee (defined in Section 3 below), in the form presented at this meeting and on file in the office of the Secretary of the Authority, is hereby approved. Subject to Section 10 below, each of the President, the Chief Administrative Officer, the Treasurer and the Secretary of the Authority, any deputy of such officers, and any member of the Authority Commission (each, an "Authorized Officer"), acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such additions or changes as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 3. Appointment of Trustee. The appointment of BNY Western Trust Company as trustee (the "Trustee") under the Indenture is hereby approved. Section 4. Site Lease. The Site Lease (the "Site Lease"), proposed to be entered into by and between the County and the Authority, in the form presented at this meeting and on file in the office of the Secretary of the Authority, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Site Lease in substantially said form, with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 5. Lease. The Facilities Lease (the "Lease"), proposed to be entered into by and between the Authority and the County, in the form presented at this meeting and on file in the office of the Secretary of the Authority, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease in substantially said form, with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 6. Assianment Agreement. The Assignment Agreement (the "Assignment Agreement"), proposed to be entered into by and between the Authority and the Trustee, in the form presented at this meeting and on file in the office of the Secretary of the Authority, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 7. Preliminary Official Statement. The Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"), in the form presented at this meeting and on file with the Secretary of the Authority, is hereby approved. Each 12395\0002\713764.9 2 RESOLUTION NO. RCPDFA 4 Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to cause the Preliminary Official Statement in substantially said form, with such changes therein as such Authorized Officer may approved, to be deemed final for the purposes of Rule 15c2-12 of the Securities and Exchange Act of 1934. The distribution by Kinsell, Newcomb & DeDios, Inc. and Stinson Securities, LLC (together, the "Underwriters") of copies of the Preliminary Official Statement to potential purchasers of the Bonds is hereby approved. Section 8. Official Statement. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to cause the Preliminary Official Statement to be brought to a final Official Statement (the "Official Statement"), and to execute the same for and in the name and on behalf of the Authority, with such changes therein as such Authorized Officer may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). The distribution and use of the Official Statement by the Underwriters in connection with the sale of the Bonds are hereby approved. Section 9. Purchase Contract. The Purchase Contract (the "Purchase Contract") proposed to be entered into by the Authority, the County and Kinsell, Newcomb & DeDios, Inc., on behalf of the Underwriters, in the form presented at this meeting and on file with the Clerk of the Board, and the sale of the Bonds pursuant thereto upon the terms and conditions set forth therein are hereby approved. Subject to Section 10 below, each Authorized Officer, acting singly, is authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Purchase Contract in substantially said form, with such changes therein as the officer executing the same may require or approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 10. Terms of Sale of Bonds. Each Authorized Officer, acting singly, is hereby authorized and directed to act on behalf of the Authority to establish and determine (i) the aggregate principal amount of the Bonds, which amount shall not exceed $27,000,000; (ii) the purchase price of the Bonds and the interest rates thereon, provided that the true interest cost shall not exceed six percent (6%); and (iii) such provisions as may be required by the terms of bond insurance policy, if any, purchased with respect to the Bonds or any portion thereof. The authorization and powers delegated to the Authorized Officers by Section 9 and this Section 10 shall be valid for a period of 180 days from the date of adoption of this Resolution. Section 11. Requisitions. Each Authorized Officer, acting singly, is hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay the costs of issuing the Bonds from the proceeds of the Bonds pursuant to the Indenture. Section 12. Animal Shelter Construction Agency Agreement. The Construction Agency Agreement (the "Animal Shelter Construction Agency Agreement"), proposed to be entered into by and between the County and the Authority with respect to the construction of the Animal Shelter Facilities, in the form presented at this meeting and on file in the office of the Secretary of the Authority is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed for and in the name and on behalf of the Authority, to execute and deliver the Animal Shelter Construction Agency Agreement in 12395\0002\713764.9 3 RESOLUTION NO. RCPDFA 4 substantially said form, with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 13. Other Acts. The Authorized Officers and all other officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, or otherwise to effectuate the purposes of this Resolution and the issuance of the Bonds, the Indenture, the Site Lease, the Lease, the Assignment Agreement, the Purchase Contract, the Official Statement and the Animal Shelter Construction Agency Agreement, and any such actions previously taken by such officers and this governing body are hereby ratified and confirmed. Section 14. County Determination Regarding Refinancing of 1996 Bonds. Notwithstanding the foregoing, at any time before the sale of the Bonds, if the Authority receives notice from the County that the County Executive Officer has made a determination not to proceed with the refinancing of the 1996 Bonds, then each of the documents approved hereby shall be revised to reflect the financings relating only to the Animal Shelter Facilities and the Medical Clinic Facilities. The revisions shall be in the manner approved by an Authorized Officer (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof). Section 15. Effective Date. This Resolution shall take effect immediately upon adoption. PASSED, APPROVED, AND ADOPTED this 8th day of October, 2003, by the following vote, to wit: AYES: O'CONNOR, ORTEGA, WILSON, and BENSON NOES: NONE ABSENT: NONE ABSTAIN: NONE ATTEST: RACHELLE D. KLASSEN, SECRETARY RIVERSIDE COUNTY PALM DESERT FINANCING AUTHORITY M. BENSON, PRESIDENT 12395\0002\713764.9 4