RCPDFA-5RESOLUTION NO. RCPDFA 5
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), 2008 SERIES A; APPROVING AS TO FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN
DOCUMENTS IN CONNECTION WITH THE ISSUANCE, SALE AND
DELIVERY OF SUCH BONDS; APPOINTING A TRUSTEE; AND
AUTHORIZING OTHER RELATED ACTIONS
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 for public capital improvements; and
WHEREAS, the Authority proposes to issue and sell its Lease Revenue Bonds (County
Facilities Projects), 2008 Series A (the "Series 2008A Bonds"), to be secured pursuant to an
Indenture (the "Indenture"); and
WHEREAS, proceeds of the Series 2008A Bonds will provide financing for certain
public capital projects (collectively, the "Projects"): (i) the construction and installation of a
sheriff station and related facilities in the City of Palm Desert, (ii) the acquisition, construction,
development and rehabilitation of various community centers, day care centers, multi -service
center and park facilities in the County, and (iii) various public infrastructure improvements
throughout the County; and
WHEREAS, in connection with the issuance of the Series 2008A Bonds, it is proposed
that the Authority will enter into a Lease (the "Lease"), under which the Authority will lease
certain real properties, including the land and the improvements thereon (collectively, the
"Leased Properties") from the County, and a Sublease (the "Sublease"), under which the County
will sublease the Leased Properties from the Authority and make rental payments, calculated to
be sufficient to allow the Authority to pay debt service on the Series 2008A Bonds;
WHEREAS, the Board of Supervisors of the County has made a finding, after a duly
noticed public hearing pursuant to Section 6586.5 of the Government Code, that the issuance of
the Series 2008A 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:
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RES. NO. RCPDFA 5
Section 1. Recitals. The above recitals, and each of them are true and correct.
Section 2. Acknowledgment of County Board of Supervisors' Finding and Authorization
to Issue Series 2008A Bonds. The Authority hereby acknowledges and concurs with the County
Board of Supervisors' finding of significant benefit. The Authority hereby authorizes the
issuance and sale of the Series 2008A Bonds, subject to the parameters set forth below.
Section 3. Indenture. The Indenture, proposed to be entered into by and between the
Authority and the Trustee (defined in Section 4 below), in the form on file in the office of the
Secretary of the Authority, is hereby approved. Subject to Section 11 below, each of the
President, the Chief Administrative Officer and the Treasurer of the Authority and any deputy of
such officers (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 4. Appointment of Trustee. The appointment of Wells Fargo Bank National
Association, as trustee (the "Trustee") under the Indenture is hereby approved.
Section 5. Lease. The Lease, proposed to be entered into by and between the County and
the Authority, in the form 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. Sublease. The Sublease, proposed to be entered into by and between the
Authority and the County, in the form 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 Sublease 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. Assignment Agreement. The Assignment Agreement (the "Assignment
Agreement"), proposed to be entered into by and between the Authority and the Trustee, in the
form 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 8. Preliminary Official Statement. The Preliminary Official Statement relating
to the Series 2008A Bonds (the "Preliminary Official Statement"), in the form on file with the
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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 cause the
Preliminary Official Statement in substantially said form, with such changes therein as such
Authorized Officer may approve, to be deemed final for the purposes of Rule 15c2-12
promulgated under the Securities and Exchange Act of 1934, as amended. The distribution by
Citigroup Global Markets Inc., Banc of America Securities LLC, Loop Capital Markets, Inc.,
and Stinson Securities LLC (collectively, the "Underwriters") of copies of the Preliminary
Official Statement to potential purchasers of the Series 2008A Bonds is hereby approved.
Section 9. 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 Series 2008A
Bonds are hereby approved.
Section 10. Purchase Contract. The Purchase Contract (the "Purchase Contract")
proposed to be entered into by the Authority, the County and Citigroup Global Markets Inc., as
the representative of the Underwriters, in the form on file in the office of the Secretary of the
Authority, and the sale of the Series 2008A Bonds pursuant thereto upon the terms and
conditions set forth therein are hereby approved. Subject to Section 11 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 11. Terms of Sale of Series 2008A Bonds. The authorization set forth in this
Resolution regarding the issuance and sale of Series 2008A Bonds is subject to the following
parameters: (i) the aggregate principal amount of the Series 2008A Bonds shall not exceed
$80,000,000; (ii) the true interest cost of the Series 2008A Bonds shall not exceed 6.75 percent;
and (iii) the Underwriters' compensation with respect to the Series 2008A Bonds shall not
exceed 0.75 percent of the principal amount thereof. In addition, the authorization and powers
delegated to the Authorized Officers by Section 10 shall be valid for a period of 180 days from
the date of adoption of this Resolution.
Section 12. 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 Series 2008A Bonds from the proceeds of the Series 2008A Bonds pursuant to the
Indenture.
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 (including any
negotiation or other action to obtain a municipal bond insurance policy or a debt service reserve
surety bond for the Series 2008A Bonds), to execute and deliver any and all documents which
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they may deem necessary or advisable in order to consummate the issuance, sale and delivery of
the Series 2008A Bonds, or otherwise to effectuate the purposes of this Resolution and the
issuance of the Series 2008A Bonds, the Indenture, the Lease, the Sublease, the Assignment
Agreement, the Purchase Contract and the Official Statement and any such actions previously
taken by such officers and this governing body are hereby ratified and confirmed.
Section 14. Effective Date. This Resolution shall take effect immediately upon adoption.
APPROVED AND ADOPTED this 24th day of October, 2008.
ATTEST:
RACHLLLE D. 4 SEN, SECRETARY
RIVERSIDE COUNTY PALM DESERT
FINANCING AUTHORITY
AYES: LUNA, ORTEGA, WILSON, and BENSON
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
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