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EXECUTION

DISTRICT BOND PURCHASE AGREEMENT

This DISTRICT BOND PURCHASE AGREEMENT (this "Purchase Agreement"), dated May 26, 2010, is among the PALM SPRINGS UNIFIED SCHOOL DISTRICT, a unified school district organized and existing under the Constitution and laws of the State of California (the "District"), the COUNTY OF RIVERSIDE, a county organized and existing under the Constitution and laws of the State of California (the "County") and the CALIFORNIA QUALIFIED SCHOOL BOND JOINT POWERS AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority");

BACKGROUND:

1. The Authority is a joint exercise of powers authority duly organized and existing 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, and is authorized under Article 4 thereof (the "Bond Law") to borrow money for the purpose of providing funds to purchase local obligations issued by local agencies in the State of California and for the purpose of financing the acquisition and construction of public capital improvements.

2. The District is authorized to issue Qualified School Construction Bonds in the aggregate amount of not to exceed $25,000,000 for the purpose of financing the construction, rehabilitation, or repair of public school facilities and/or for the acquisition of land on which such facilities are to be constructed (the "QSCB Projects").

3. In order to provide financing for the QSCB Projects on terms which are the most favorable to the District, the District has requested the Authority to issue its bonds under the Bond Law on behalf of the District, which bonds are designated as the Qualified School Construction Bonds for which the District has received an allocation.

4. To that end, the Board of Education of the District has adopted its Resolution No. 2009/2010-16 on September 22, 2009, Resolution No. 2009/2010-22 on October 13,2009 and Resolution No. 2009/2010-70 on April27, 2010 (collectively, the "District Resolution"), requesting the Board of Supervisors of the County to authorize the issuance and sale of Palm Springs Unified School District (Riverside County, California) General Obligation Bonds, Election 2008, Series A (the "District Bonds") for the purpose of providing funds to finance the QSCB Projects.

5. Issuance and sale of the District Bonds has been authorized by Resolution No. 2009-316 adopted by the Board of Supervisors of the County on November 3, 2009, as supplemented by Resolution No. 2010-152 adopted by the Board of Supervisors of the County on May 18, 2010 (collectively, the "County Resolution").

6. The Board of Directors of the Authority has authorized the issuance of its California Qualified School Bond Joint Powers Authority 2010 General Obligation Revenue Bonds (Palm Springs Unified School District Qualified School Construction Bonds) in the aggregate principal amount of $25,000,000 (the "Authority Bonds") under the Bond Law and the provisions of an Indenture of Trust dated as of June 1, 2010 (the

~~Authority Bond Indenture"), between the Authority and U.S. Bank National Association, as trustee (the "Authority Bond Trustee"), for the purpose of purchasing the District Bonds as provided herein.

7. The District Bonds are payable from ad valorem property taxes levied on taxable properties in the District, and the revenues derived from the payment of principal of and interest on the District Bonds will be sufficient in time and amount to pay debt service on the Authority Bonds as it comes due.

AGREEMENT:

For and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows:

SECTION 1. Transfer of QSCB Allocation. The District hereby assigns and transfers to the Authority its allocation to issue Qualified School Construction Bonds in the aggregate amount of $25,000,000 for the purpose of financing the QSCB Projects. In consideration of such transfer, the Authority hereby agrees to issue the Authority Bonds in the full amount of such allocation and to apply the proceeds of the Authority Bonds as follows:

(a) the amount of $19,539,035.16 shall be applied by the Authority to purchase the District Bonds as provided herein,

(b) the amount of $310,000.00 shall be applied by the Authority to pay the costs of issuance of the Authority Bonds and the District Bonds, and

(c) the amount of $5, 150,964.84, constituting the remainder of the proceeds of the Authority Bonds, shall be transferred into the Building Fund (as that term is hereinafter defined), as an additional contribution to finance the QSCB Projects as hereinafter set forth.

SECTION 2. Terms of District Bonds.

(a) Delivery Date: form of Bonds: Principal and Interest. The District hereby agrees to issue and deliver the District Bonds, through the Board of Supervisors of the County, on June 15, 2010 (the "Closing Date"). The District Bonds shall be issued as one current interest term bonds maturing on February 1, 2026, bearing interest at the rate of 4.370% per annum, subject to adjustment as set forth in subsection (b) of this Section. The District Bonds shall be subject to mandatory sinking fund redemption in the amounts and on the dates as set forth in the following schedule:

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Sinking Fund Redemption Date

8/1/2010

2/1/2011 2/1/2012 2/1/2013 2/1/2014 2/1/2015 2/1/2016 2/1/2017 2/1/2018 2/1/2019 2/1/2020 2/1/2021 2/1/2022 2/1/2023 2/1/2024 2/1/2025 2/1/2026 (maturity)

Principal Amount to be Redeemed

$ 427,239.91 860,355.77 893,988.33 933,971.85 970,583.92

1,013,677.21 1,058,511.16 1,1 00,185.61 1,148,562.46 1,198,910.87 1 ,246,340. 79 1,300,724.63 1 ,357,342.57 1,416,292.17 1,477,675.39 1,536,622.31 1 ,598,050.21

{b) Adjustment of Interest Rate Due to Determination of Disqualification. Notwithstanding the foregoing provisions of this Section, if a Determination of Disqualification occurs as a result of a reason other than an Accountable QSCB Loss Event, the interest rate on the District Bonds shall be increased to 12°/o per annum (or such higher rate as may then be permitted by law), effective upon the Date of Loss of QSCB Status. In the event of any such Determination of Disqualification is rescinded or resolved such that the Authority Bonds are restored to their status as Qualified School Construction Bonds, and provided that all amounts due and owing to the owner of the Authority Bonds as a result of such Determination of Disqualification have been paid in full as provided in the Authority Bond Indenture (including but not limited to those amounts due under Section 2.02(f) of the Authority Bond Indenture), the interest rate on the District Bonds shall be reduced to 4.370°/o per annum.

For purposes of this subsection (b), the following defined terms have the following meanings:

"Accountable QSCB Loss Event" means {a) any act or any failure to act on the part of the District which causes a Determination of Disqualification, or (b) the making by the District of any representation contained in the District Resolution which was untrue when made and the untruth of which representation at such time causes a Determination of Disqualification.

"Date of Loss of QSCB Status" means the date specified in a Determination of Disqualification as the date from and after which the Authority Bonds lost their status, or failed to qualify, as Qualified School Construction Bonds, which date could be as early as the Closing Date.

"Determination of Disqualification" means (a) legislation enacted by the Congress of the United States of America, (b) a ruling, notice or determination by the Internal Revenue Service or (c) a non-appealable ruling or holding by a court of competent jurisdiction, the effect of which

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causes the Authority Bonds to lose their status as, or fail to qualify as, "Qualified School Construction Bonds" under Section 54F of the Internal Revenue Code of 1986, as amended (the "Tax Code"), or reduces the tax credits available to the registered holder of the Authority Bonds and specifying the Date of Loss of QSCB Status.

(c) Payment. Notwithstanding anything herein or in the District Resolution or the County Resolution to the contrary, so long as the District Bonds are owned by the Authority Bond Trustee, (i) payments of the principal thereof and interest and redemption premium (if any) thereon shall be paid by wire transfer to the Authority Bond Trustee, (ii) payments of principal on the District Bonds shall be made without the requirement for presentation and surrender of the District Bonds by the Authority Bond Trustee, and (iii) no notice is required to be given to the Authority Bond Trustee of the mandatory sinking fund redemption of the District Bonds.

SECTION 3. Sale of District Bonds to Agency. The District hereby agrees to cause the Board of Supervisors of the County to sell the District Bonds to the Authority for delivery on the Closing Date. The Authority hereby agrees to purchase the District Bonds from the District on the Closing Date for a purchase price equal to $19,539,035.16, being the par amount of the District Bonds. As provided in the District Resolution and the County Resolution, the full amount of the purchase price of the Bonds shall be paid to the Riverside County Treasurer-Tax Collector {the ''County Treasurer"), for deposit in the "Palm Springs Unified School District General Obligation Bonds, 2008 Election, Series A, Building Fund," which is established under Section 19 of County Resolution No. 2009-316, to be maintained by the County Treasurer {the "Building Fund"). Amounts on deposit in the Building Fund shall be applied for the sole purpose of financing the QSCB Projects.

SECTION 4. Registered Ownership of District Bonds. Under the Authority Bond Indenture, the Authority has transferred and assigned all of its right, title and interest in the District Bonds to the Authority Bond Trustee for the security of the Authority Bonds. The District and the Authority agree that upon the acquisition of the District Bonds on the Closing Date, the ownership of the District Bonds will be transferred to and vested in the Authority Bond Trustee.

SECTION 5. Closing. At 9:00A.M., California time, on June 15, 2010, or at such other time or on such other date as shall have been mutually agreed upon by the District and the Authority (the "Closing Date"), the District or the County, as appropriate, will deliver the District Bonds to the Authority Bond Trustee, duly executed and registered in the name of the Authority Bond Trustee; and the Authority Bond Trustee will accept such delivery and pay the purchase price thereof in immediately available funds by wire transfer to the account of the County Treasurer.

SECTION 6. Conditions to Closing. The Authority has entered into this Purchase Agreement in reliance upon the representations and warranties of the District and the County contained herein and the performance by the District and the County of their respective obligations hereunder, both as of the date hereof and as of the date of Closing. The Authority's obligations under this Purchase Agreement are and shall be subject to the following further conditions at the Closing Date:

(a) Representations True. The representations and warranties of the District and the County contained herein shall be true, complete and

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correct in all material respects at the date hereof and at and as of the Closing Date as if made on and as of the Closing Date, and the statements made in all certificates and other documents delivered to the Authority on the Closing Date pursuant hereto shall be true, complete and correct in all material respects on the Closing Date; and each of the District and the County shall be in compliance with each of the agreements made by it in this Purchase Agreement;

(b) Obligations Performed. On the Closing Date, (i) this Purchase Agreement, the District Resolution and the County Resolution shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Authority; and (ii) all actions under applicable California law which, in the opinion of Bowie, Arneson, Wiles & Giannone, Newport Beach, California ("District Bond Counsel"), shall be necessary in connection with the transactions contemplated hereby shall have been duly taken and shall be in full force and effect.

(c) Deliverv of Documents. On or before the Closing Date, the District shall deliver (or cause to be delivered) sufficient copies of the following documents, in each case dated as of the Closing Date and satisfactory in form and substance to the Authority:

(1) District Bond Counsel Opinion. An approving opinion of District Bond Counsel, as to the validity of the District Bonds. Such opinion shall be addressed to the District, the Authority, the Authority Bond Trustee and JPMorgan Chase Bank, N.A., as purchaser of the Authority Bonds, provided that in lieu of addressing such opinion to any of such parties, such parties may be expressly entitled to rely on such opinion pursuant to a reliance letter executed by District Bond Counsel.

(2) County Counsel Opinion. An approving opinion of County Counsel, in substantially the form attached hereto as Appendix A, addressed to the District, the Authority, the Authority Bond Trustee and JPMorgan Chase Bank, N.A., as purchaser of the Authority Bonds.

(3) Certificate of the District. A certificate signed by appropriate officials of the District to the effect that (i) such officials are authorized to execute this Purchase Agreement; (ii) the representations, agreements and warranties of the District herein are true and correct in all material respects as of the date of Closing; and (iii) the District has complied with all the terms of the District Resolution, the County Resolution, as applicable, and this Purchase Agreement which are necessary to be complied with prior to or before the Closing Date and such documents are in full force and effect.

(4) Certificate of the County. A certificate signed by the County Treasurer or any other appropriate official of the County to the effect that (i) such official is authorized to execute this

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Purchase Agreement; (ii) the representations, agreements and warranties of the County herein are true and correct in all material respects as of the date of Closing; and (iii) the County has complied with all the terms of the County Resolution and this Purchase Agreement which are necessary to be complied with prior to or before the Closing Date and such documents are in full force and effect.

(5) Receipt of Bond Proceeds. A certificate signed by the County Treasurer showing that the purchase price of the District Bonds has been received by the County Treasurer and deposited into the Building Fund as required by the District Resolution and the County Resolution.

(6) Tax Certifications. A certificate or certificates signed by an appropriate official of the District, in form and substance acceptable to Jones Hall, A Professional Law Corporation, as bond counsel and special tax counsel to the Authority in connection with the issuance of the Authority Bonds ("Authority Bond Counsel"), evidencing compliance by the District with the applicable requirements of federal tax law relating to the Authority Bonds.

(7) Resolutions. Certified copies of the adopted District Resolution and County Resolution.

(8) Other Documents. Such additional legal opinions, certificates, proceedings, instruments and other documents as the Authority, District Bond Counsel or Authority Bond Counsel in connection with the issuance of the Authority Bonds, may reasonably request to evidence (i) compliance by the District with legal requirements, (ii) the truth and accuracy, as of the time of Closing, of the representations of the District herein contained, and (iii) the due performance or satisfaction by the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the District.

If the District is unable to satisfy the conditions to the Authority's obligations contained in this Purchase Agreement or if the Authority's obligations are terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement may be canceled by the Authority at or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the District in writing. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the District hereunder and the performance of any and all conditions contained herein for the benefit of the Authority may be waived by the Authority in writing at its sole discretion.

SECTION 7. Remedies Upon Failure to Expend Available Proceeds.

(a) Event of Default: Payments. In the event the District fails to expend all of the Available Project Proceeds for Qualified Purposes within the Expenditure Period, such failure shall constitute a breach of the District's covenant set forth in Section 16(c)

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of District Resolution No. 2009/2010-22 and an event of default thereunder. Upon the occurrence of such event of default, the District agrees to pay from any source of legally available funds, as liquidated damages, an amount equal to the difference between (i) the redemption price of the Authority Bonds under Section 2.04(b) of the Authority Bond Indenture, and (ii) the amount transferred to the Authority Bond Trustee by the County Treasurer from the Building Fund which is applied to pay the redemption price of the Authority Bonds under Section 2.04(b) of the Authority Bond Indenture.

(b) Findings. The District hereby finds and determines that the amount of damages specified in this Section are reasonable and necessary for the District in order to know, with reasonable certainty, the extent of its liability for a breach of the covenant of the District set forth in Section 16(c) the District Resolution. The District further finds and determines that the actual amount of damages which might accrue to individual owners of Authority Bonds would be impracticable to determine with certainty, and that the amount of damages specified in this Section represents a reasonable effort to estimate a fair compensation for any loss that may be sustained by the Owners of the Authority Bonds as a result of a breach by the District of its covenants set forth in Section 16(c) of District Resolution No. 2009/2010-22. The District acknowledges and agrees that its obligations under this Section constitute a general obligation of the District which is payable from any source of legally available funds, including but not limited to amounts levied as ad valorem property taxes for the payment of principal of and interest on the District Bonds.

(c) Limitation on Further Liability. Except as expressly set forth in this Section, the District shall have no liability and incur no damages to the Authority, the Authority Bond Trustee or the Owners of the Bonds and related interests therein, arising from a breach of the covenant of the District set forth in Section 16(c) of the District Resolution.

SECTION 8. Remedies Upon Loss of Qualified School Construction Bond Status Due to Accountable QSCB Loss Event.

(a) Event of Default: Payments. The District hereby acknowledges and agrees that the occurrence of a Determination of Disqualification due to an Accountable QSCB Loss Event constitutes a breach of one or more of the covenants of the District set forth in Sections 15 or 16 of District Resolution No. 2009/2010-22 (other than the covenant set forth in Section 16(c) of District Resolution No. 2009/2010-22, which is provided for in Section 7 of this Agreement), or otherwise contained in the District Resolution or the County Resolution, and constitutes an event of default thereunder. Upon the occurrence of a Determination of Disqualification due to an Accountable QSCB Loss Event, the District agrees to pay, from any source of legally available funds, as liquidated damages, the following amounts:

(i) if any Tax Credits recognized prior to the Determination of Disqualification are determined to be ineligible as Tax Credits as a result of such Determination of Disqualification, an amount equal to the Prior Tax Credit Loss Amount; and

(ii) an amount equal to the Future Tax Credit Loss Amount.

(b) Defined Terms. For purposes of this Section the following terms have the following respective meanings:

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"Accountable QSCB Loss Evenr' has the meaning given that term in Section 2(b).

"Calculation Agenr' means JPMorgan Chase Bank, N.A., its successors and assigns, as original purchaser of the Authority Bonds, so long as it is the registered owner of the Authority Bonds, and otherwise the District or its designee.

"Determination of Disqualification" has the meaning given that term in Section 2(b ).

"Discount Rate" means the Treasury Rate determined as of the date which is five business days prior to the applicable repayment or redemption date.

"Future Tax Credit Loss Amounr' means an amount equal to the present values of the remaining scheduled Tax Credits related to the Authority Bonds discounted to the date of repayment on a semiannual basis (assuming a 360-day year, consisting of 12 months of 30 days each} at a rate per annum equal to the Discount Rate.

"Prior Tax Credit Loss Amounr' means an amount equal to the amount of Tax Credits lost as a result of the Determination of Disqualification, plus interest thereon from the applicable Tax Credit Allowance Date to date of repayment, compounded quarterly at a rate equal to the large corporate underpayment rate determined from time to time by the Internal Revenue Service.

"Tax Credir' means the entitlement, under the program for allocating tax credits and authorizing the issuance of the Authority Bonds promulgated under Sections 54A and 54F of the Tax Code, of a taxpayer to recognize a credit against the tax imposed by Chapter 1 of the Tax Code.

"Tax Credit Allowance Date" means each March 15, June 15, September 15 and December 15 during the term of the Authority Bonds, and the last date on which any Authority Bond is outstanding.

"Treasury Rate" means the yield on the United States Treasury bill, note or bond, selected by the Calculation Agent in a commercially reasonable manner, having a maturity closest in length to the period from the date such yield is determined to the maturity date of the Authority Bonds.

(c) Findings. The District hereby finds and determines that the amount of damages specified in this Section are reasonable and necessary for the District in order to know, with reasonable certainty, the extent of its liability for a breach of the covenants of the District set forth in Sections 15 and 16 of District Resolution No. 2009/201 0-22, as supplemented. The District further finds and determines that the actual amount of damages which might accrue to individual owners of Authority Bonds would be impracticable to determine with certainty, and that the amount of damages specified in this Section represents a reasonable effort to estimate a fair compensation for any loss

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that may be sustained by the Owners of the Authority Bonds as a result of a breach by the District of its covenants set forth in Sections 15 and 16 of District Resolution No. 2009/2010-22, as supplemented (other than the covenant set forth in Section 16(c) of District Resolution No. 2009/2010-22, as supplemented, which is provided for in Section 7). The District acknowledges and agrees that its obligations under this Section constitute a general obligation of the District which is payable from any source of legally available funds, including but not limited to amounts levied as ad valorem property taxes for the payment of principal of and interest on the District Bonds.

(d) Limitation on Further Liability. Except expressly as set forth in this Section, the District shall have no liability and incur no damages to the Authority, the Authority Bond Trustee or the Owners of the District Bonds and related interests therein, arising from a breach of the covenants of the District set forth in Sections 15 and 16 of the District Resolution No. 2009/201 0-22, as supplemented.

SECTION 9. Waiver of Jury Trial. To the fullest extent permitted by law, the District hereby waives its right to trial by jury in any action, proceeding and/or hearing on any matter whatsoever arising out of, or in any way connected with, the District Bonds, the District Resolution, the County Resolution, this Agreement or any other documents relating to the District Bonds, or the enforcement of any remedy under any law, statute, or regulation.

SECTION 1 0. Execution in Counterparts. This Purchase Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.

SECTION 11. Governing Law. This Purchase Agreement shall be construed and governed in accordance with the laws of the State of California.

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lN WITNESS WHEREOF, the parties to this Purchase Agreement have caused this Purchase Agreement to be signed by their respective officers, all as of the day and year first above written.

APPROVED AS TO FORM: Pamela J. Walls, County Counsel

By: _________ ~------Deputy County Counsel

PALM SPRINGS UNIFIED SCHOOL DISTRICT

By---,.',,__._-~__,__~--=--­James Novak,

Assistant Superintendent, Business Services

COUNTY OF RIVERSIDE

By _________________________ _

Treasurer/Tax Collector

CALIFORNIA QUALIFIED SCHOOL BOND JOINT POWERS AUTHORITY

By _________________________ __

Scott Buxbaum Treasurer

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IN WITNESS WHEREOFr the parties to this Purchase Agreement have caused this Purchase Agreement to be signed by their respective officers, all as of the day and year first above written.

APPROVED AS TO FORM: Pamela J. Walls, County Counsel

By=-----------­Oeputy County Counsel

PALM SPRINGS UNIFIED SCHOOL DISTRICT

By __________________________ _ James Novak,

Assistant Superintendent, Business Services

COUNTY OF RIVERSIDE

CAliFORNIA QUALIFIED SCHOOL BOND JOINT p··owERS AUTHORITY

BY----------------~---------Scott Buxbaum

Treasurer

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IN WITNESS WHEREOF, the parties to this Purchase Agreement have caused this Purchase Agreement to be signed by their respective officers, all as of the day and year first above written. ·

APPROVED AS TO FORM: Pamela J. Walls, County Counsel

~!tfet--L-By: Dafe A. Gardner

Deputy County Counsel

PALM SPRINGS UNIFIED·SCHOOL DISTRICT

By __________________________ __

James Novak, Assistant Superintendent,

Business Services

COUNTY OF RIVERSIDE

By __________________________ __

Treasurer/Tax Collector

CALIFORNIA QUALIFIED SCHOOL BOND JOINT POWERS AUTHORITY

By __________________________ __

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Scott Buxbaum Treasurer

IN WITNESS WHEREOF, the parties to this Purchase Agreement have caused this Purchase Agreement to be signed by their respective officers, all as of the day and year first above written.

APPROVED AS TO FORM: Pamela J. Walls, County Counsel

By: ______________ _

Deputy County Counsel

PALM SPRINGS UNIFIED SCHOOL DISTRICT

By ________________________ __

James Novak, Assistant Superintendent,

Business Services

COUNTY OF RIVERSIDE

BY----~----~--~~--------Treasurer/Tax Collector

CALIFORNIA QUALIFIED SCHOOL BOND JOINT POWERS AUTHORITY

By ~· J,.£C;I~ Scott Buxbaum

Treasurer

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APPENDIX A

FORM OF OPINION OF COUNTY COUNSEL

[Closing Date]

$19,539,035.16 PALM SPRINGS UNIFIED SCHOOL DISTRICT

(RIVERSIDE COUNTY, CALIFORNIA) GENERAL OBLIGATION BONDS, ELECTION 2008, SERIES A

Ladies and Gentlemen:

As counsel to the Board of Supervisors (the "Board"} of the County of Riverside, California (the ucounty"), I have reviewed Resolution No. 2009-316 adopted by the Board of Supervisors of the County on November 3, 2009, as supplemented by Resolution No. 201 0-152 adopted by the Board of Supervisors of the County on May 18, 2010 (collectively, the "County Resolution"}, authorizing the issuance of the Palm Springs Unified School District (Riverside County, California} General Obligation Bonds Election 2008, Series A in the aggregate principal amount of $19,539,035.16 (the "District Bonds"). The District Bonds have been issued by the Board in the name and on behalf of the Palm Springs Unified School District (the "District"}, and have been sold to the California Qualified School Bond Joint Powers Authority (the "Authority") and will be held by U.S. Bank National Association, as trustee for the California Qualified School Bond Joint Powers Authority 2010 General Obligation Revenue Bonds (Palm Springs Unified School District Qualified School Construction Bonds) in the aggregate principal amount of $25,000,000. The District Bonds have been sold to the Authority under a District Bond Purchase Agreement (the "Purchase Agreement"}, dated May 26, 2010, among the District, the County and the Authority.

Having reviewed the County Resolution and the Purchase Agreement, it is my opinion as follows:

1. The County is a political subdivision duly organized and existing under the Constitution and laws of the State of California.

2. The County Resolution was duly adopted at a meeting of the Board which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.

3. To my knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board of body pending or threatened against or affecting the County which would restrain or enjoin the levy or collection of tax revenues pledged for the payment of the principal of and interest on the District Bonds or in any way contesting or affecting the validity of the County Resolution, the Purchase Agreement or the District Bonds, of in which a final adverse decision could materially adversely affect the operations of the County.

A-1

4. To my knowledge, the issuance of the District Bonds and the execution and performance of the provisions of the Purchase Agreement, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the County a breach of or default under any agreement or other instrument to which the County is a party or by which it is bound or any existing law. regulation, court order or consent decree to which the County is subject.

5. No authorization, approval, consent or other order of the State of California, or other governmental authority or agency within the State of California, is required for the valid authorization, issuance and sale of the District Bonds or the execution of the Purchase Agreement by the County.

Very truly yours,

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• RESOLUTION NO. 2007/2008-11

RESOLUTION OF THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT ORDERING A SCHOOL BOND ELECTION, ESTABLISHING SPECIFICATIONS FOR AN ELECTION ORDER, REQUESTING CONSOLIDATION WITH OTHER ELECTIONS OCCURRING ON FEBRUARY 5, 2008, AND TAKING OTHER ACTIONS

WHEREAS, the Palm Springs Unified School District ("District"), a California public unified school district organized and operating pursuant to the laws of the State of California, desires to construct and acquire new school facilities, make improvements to existing facilities, to rehabilitate, modernize or replace school facilities, which may include the furnishing and equipping of school facilities or the acquisition or lease of real property, all as further described herein, for school facilities to serve the students within the District as further described herein ("School Facilities"); and

WHEREAS, in the judgment of the Board of Education of the District ("Board") the least costly method of providing funding required for the School Facilities is by means of general ob1igation bonds of the District ("Bonds"); and

• WHEREAS, Section 1(a) of Article XIIIA of the California Constitution enacted in 1978,

•

subject to exceptions set forth therein, limits ad valorem taxes on real property to one percent (1%) of the full cash value of such property; and

WHEREAS, Proposition 46, approved by the voters of the State of California in June, 1986 added a provision to Section 1 (b) of Article XIIIA to exempt from such one percent ( 1%) of full cash value limitation, those ad valorem taxes used to pay debt service of any bonded indebtedness for the acquisition or improvement of real property approved on or after July 1, 1978, by two-thirds (2/3) of the votes cast by the voters voting on the proposition for bonded indebtedness; and

WHEREAS, the SmalJer Classes, Safer Schools and Financial Accountability Act ("Proposition 39") was adopted by the voters within the State of California on February 5, 2000, amended Section 1 (b) of Article XIIIA of the California Constitution and Section 18(b) of Article XVI of the California Constitution, and allows a California public school district, upon approval by a two-thirds vote of its Board of Education, to incur bonded indebtedness approved in an election conducted after such date for the construction, reconstruction, rehabilitation, or replacement of school facilities, including the furnishing and equipping of school facilities or the acquisition or lease of facilities or real property for school facilities, in consideration of safety, class size reduction and information technology needs, to be approved by fifty-five percent (55%) of the voters of such school district provided that certain findings, determinations, certifications and requirements are applicable to such a bond election and the proposition for such bonded indebtedness includes specified accountability requirements all as set forth in Proposition 39, as approved, and related State legislation ("Proposition 39 Accountability Requirements"); and

•

•

•

WHEREAS, in the judgment of the Board, it is advisable to order the Riverside County Registrar of Voters ("County Registrar") to conduct an election within the District on the question of whether the Bonds shall be issued and sold for the purpose as set forth below and subject to the Proposition 39 Accountability Requirements.

NOW, THEREFORE, THE BOARD OF EDUCATIO~ OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. reference.

The foregoing recitals are true and correct and are incorporated herein by this

Section 2. That the Board, pursuant to Education Code Sections 151 00 et seq. and 15264 et seq., Section 1 (b )(3) of Article XIIIA of the California Constitution and Section 18(b) of Article XVI of the California Constitution, hereby orders and calls an election to submit to the electors ~f the District the question of whether Bonds will be issued and sold for the purpose of raising money to finance the School Facilities listed on Exhibit "A" attached hereto, on file at the District office and incorporated herein by this reference, and for paying costs incident thereto, which election will occur on a Statewide General Election Date. The amount of the Bond Authorization shall be $516,000,000 as further set forth in the exhibits hereto.

Section 3 . That the date of the election shall be February 5, 2008.

Section 4. That the purpose of the election shall be for the voters in the District to vote on a proposition as set forth in Section 9 hereof ("Proposition"), containing the question of whether the District shall issue the Bonds for the ptJrposes stated therein, including the Proposition 39 Accountability Requirements, and subject to the terms and conditions set forth in this Resolution.

Section 5. That the authority for ordering the election is contained in Sections 151 00 et seq. and 15266 of the Education Code, Section l(b)(3) of Article XIIIA of the California Constitution and Section 18(b) of Article XVI of the California Constitution as amended pursuant to the provisions of Proposition 39.

Section 6. That the authority for the specification of the election order is contained in Section 5322 of the California Education Code.

Section 7. That this Resolution constitutes the order of the· District to the County Registrar to call and conduct an election within the boundaries of the District on February 5, 2008, which is a Statewide General Election Date, subject to the terms, provisions and requirements set forth herein.

Section 8. That the Clerk of the Board is directed to send, or cause to be sent, a certified copy of this Resolution to the County Registrar and a certified copy of this Resolution to the Riverside County Clerk of the Board of Supervisors ("County Clerk") not later than November 9,

BAW&G/REA/ad/121245.3 1 5030 D 5.1 09117/07 Final 2

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2007. The Clerk of the Board shall also transmit a copy of this Resolution to the Riverside County Superintendent of Schools on or before November 9, 2008.

Section 9. Pursuant to Education Code Section 5342 and Part 3 (commencing with Section 1 0400) ofDivision 10 of the Elections Code, the County Registrar and the Riverside County Board of Supervisors ("County Board") are hereby requested to take any and all actions necessary to consolidate the election ordered hereby with any and aU other elections to be held on February 5, 2008, within the boundaries of the District, and to take all other actions necessary to call and conduct the election specified herein. The County Registrar, the County Clerk and the County Board are hereby also requested to take all other actions necessary to conduct the election called and ordered hereby.

Section 10. Based upon the requirements of the California Constitution and State Jaw, the Proposition to be voted on by the voters in the District in such election shall be as set forth in Exhibit "B" attached hereto and incorporated herein by this reference. A Bond Measure Statement, to comply with Elections Code Section 13247(a), is attached hereto as Exhibit "C" and incorporated herein by this reference. The form of the School Bond Election Notice is attached hereto as Exhibit "D" and is incorporated herein by this reference.

Section 11. That if the Bonds are approved pursuant to the requirements of the California Constitution and applicable California law, the Board of the District shall establish and appoint members to an independent citizens' oversight committee, or maintain its existing citizens' oversight committee, in accordance with the requirements of Article 2 of Chapter 1.5 of Part 1 0 of the California Education Code.

Section 12. (a) Pursuant to Education Code Section 15272 and as included in Exhibit "B" attached hereto, the Board hereby directs that the County Registrar cause to be printed in or on the ba11ot materials for the election the following statement:

"If this Bond measure is approved, the Palm Springs Unified School District Board of Education will appoint a citizens' oversight committee and conduct annual independent audits to assure that bond funds are spent only on school and classroom improvements and for no other purposes."

(b) The District has previously called and conducted a general obligation bond election pursuant to State law and Proposition 39 and has established and appointed a Citizens' Oversight Committee pursuant to the provisions of Proposition 39. If the bond measure set forth herein is approved, the District's existing Citizens' Oversight Committee wil1 have oversight of resulting bond funds in compliance with State law.

Section 13. That in accordance with Education Code Section 15720, the Bonds will only be issued if the tax rate levied to meet the requirements of Section 18 of Article XVI of the California Constitution will not exceed sixty dollars ($60) per year per one hundred thousand do Bars

BA W&GIRENad/121245.3 15030 05.1 09/17/07 Final 3

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($1 00,000) of taxable property for the bonds authorized in this election when assessed valuation is projected by the District to increase in accordance with Article XIIIA of the California Constitution.

Section 14. That, additionaJly, pursuant to Goverrunent Code Section 53410, the Board hereby finds, determines and directs as follows:

(a) The purpose of the Bonds to be authorized pursuant to the Election is to finance the School Facilities as described herein.

(b) The Board hereby provides that at the time the Bonds are authorized by the Board for issuance and sale, the Board shall provide, in such issuance resolution or other bond issuance documents, that the proceeds of the Bonds shall be used only for the purpose set forth in Section 14(a), above.

(c) The Board hereby provides that at the time the Bonds are authorized by the Board for issuance and sale, the Board shall provide in such issuance resolution or other bond issuance documents for the creation of one or more funds or accounts (which may include subaccounts) into which the proceeds of the Bonds, or each series of Bonds as the case may be, shall be deposited. The Bonds may be issued in one or more series consistent with applicable law, including the provisions and restrictions of this Section 14 shall apply to each such series ofthe Bonds .

(d) The District's Assistant Superintendent of Business Services shall have the responsibility (once the Bonds are authorized and issued) to provide to the Board, no less often than annually, a written report which shall contain at least the following information:

(i) The amount of the Bond proceeds received and expended within the identified period of time. If no Bonds have been issued and sold, the report may simply note such situation; and

(ii) In the event that Bonds have been issued and sold, and proceeds therefore received, the report shall include the status of the acquisition, construction or financing of the School Facilities with the proceeds of such Bonds or series of Bonds.

The report required by this Section 14( d) may be combined with other periodic reports which include the same information, including, but not limited to, periodic reports made to the California Debt and Investment Advisory Commission or continuing disclosure reports or other reports made in connection with the Bonds or any series thereof.

The requirements of this Section 14( d) shall apply only until all Bonds, or each series of Bonds, are redeemed or defeased, but if the Bonds or any series of Bonds are

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refunded, such provisions shall apply until all such refunding Bonds are redeemed or defeased.

Section 15. That any or all of the members of this Board are authorized to act as an author of any ballot argument prepared in connection with the election, including a rebuttal argument.

Section 16. That the Superintendent, Assistant Superintendent of Business Services, President of the Board, and their designees are hereby authorized to execute and deliver any Tax Rate Statement (prepared or provided pursuant to Elections Code Sections 9400-9404) or any other document and to perform all other acts or actions necessary to place the Bond measure caJled hereby on the ballot and to conduct the election ordered herein. This shall include, but shall not be limited to, payment to the County for costs or expenses incurred by the County in calling and conducting the election on the Proposition as directed herein. Such costs may, to the extent legally permissible, be recovered as a cost of issuance of the bonds if authorized by the electors.

Section 17. That the Superintendent, President of the Board, and/or their designee(s) are hereby authorized and directed to make any changes to the text of the proposition referenced in Section 9 of and set forth in Exhibit "B" as required to conform to any requirements of Section I (b) of Article XIIIA, Proposition 39, State Law or the County Registrar.

Section 18. That the adoption of this Resolution is not a "project" for purposes the California Envirorunental Quality Act, Division 13 (commencing with Section 21 000) of the Public Resources Code ("CEQA") but that each of the projects specified in Exhibit "A" will be accomplished in accordance with the requirements of CEQA. The Clerk of the Board is authorized and directed to complete, execute and file, or arrange for filing of, a Notice of Exemption in such regard.

Section 19. The Superintendent, President of the Board, Clerk of the Board and/or their designee(s) and District staff and District consultants are hereby 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 give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers, officials, consultants and staff are hereby ratified, confirmed and approved.

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ADOPTED, SIGNED AND APPROVED this 25'h day of September, 2007.

BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT:

By Presi ent oft Board ofEducation of the Palm Springs Unified School District

ATTEST:

By

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STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

) ) ss. )

I, Shari Stewart, Clerk of the Board of Education of the Palm Springs Unified School District, do hereby certify that the foregoing resolution was duly adopted by the Board of Education of such School District at a meeting of said Board held on the 251

h day of September, 2007, of which meeting all of the members of the Board had due notice and at which a quorum thereof were present and acting throughout and for which notice and an agenda was prepared and posted as required by law and that at said meeting such resolution was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Members, Shoenberger, Stewart, Aikens, Blake, Jeandron

None

None

None

7

Clerk of the Board of Education of the Palm Springs Unified School District

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STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

) ) ss. )

I, Shari Stewart, Clerk of the Board of Education of the Palm Springs Unified School District, do hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2007/2008-11 of such Board and that the same has not been amended or repealed.

Dated this 25'h day of September, 2007.

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Clerk of the Board of Education of the Palm Springs Unified School District

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EXHIBIT "A"

LIST OF SCHOOL FACILITIES PROJECTS TO BE FUNDED WITH PROCEEDS OF BONDS

The general obligation bonds of the Palm Springs Unified District ("District") would be used to construct and acquire new schools and support facilities; renovate, upgrade and provide major repair of existing school faci1ities, and related faci1ities costs, including, but not limited to, repair and replacement of lighting and electrical systems, heating, air conditioning and ventilation (HVAC) systems, flooring replacement, roof replacement, window replacement, wall systems, security systems, communication systems, fencing site improvements, walkways, parking lots, landscaping, athletic facilities and handicap accessibility improvements to meet current health, safety and instructional standards which wil1 improve the overall educational experience for all students in the District. Such projects include, but are not limited to, reconstruction, renovation, modernization and construction of classrooms, libraries, computer labs, band and choral rooms, roofing, playgrounds, plumbing, electrical and network infrastructure, fields and related projects. Project costs for expansion of existing facilities may include, but are not limited to, some or all of the following: infrastructure and related expenses; construction, acquisition or lease of temporary, portable or permanent classrooms, instructional support and/or anciJlary facilities. Project costs for furniture and equipment may include, but are not limited to some or all of the following: desks and tables; window and floor covering; computer, media recording and presentation equipment; kitchen equipment, improvements and furnishings; science laboratory equipment; and/or other electronic equipment.

RENOVATION, MODERNIZATION AND REPAIR OF EXISTING SCHOOLS AND FACILITIES

To improve the overall educational experience for students in the District, bond funds will be expended on projects to include renovation, modernization, upgrades and major repairs to take place at existing District school sites and facilities located in the communities of Cathedral City, Desert Hot Springs and Palm Springs, which projects would include, but not be limited to the following:

• Make hea1th and safety renovations and/or improvements including, but not limited to, removal or mitigation of hazardous materials

• Handicap accessibility improvements to meet current health, safety and instructional standards

• Upgrade and/or replace heating, ventilation, and air-conditioning (HVAC) systems • Repair and/or replace roofs, windows and flooring • Upgrade and/or replace plumbing and sewer systems and facilities including, but not limited

to, restrooms • Upgrade electrical and network infrastructure including technology systems • Upgrade and/or replace lighting and electrical systems • Make site improvements including walkways and fencing to improve student safety, and

landscaping • Reconstruction of Edward Wenzlaff Elementary School

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DISTRICT-WIDE SCHOOL FACILITIES IMPROVEMENTS

These projects will occur at schools and school sites throughout the District and will include the following:

• Improve student safety by replacing inadequate fire alarm and fire suppression systems including, but not limited to, fire safety equipment

• Modernize and upgrade playgrounds, playfields and equipment • Improve student safety through the construction, refurbishment, reconstruction, and/or

upgrade of student drop-off areas, bus drops/loops, existing or new parking areas or facilities and vehicle access ways

• Improve student safety and security by modernizing and upgrading telephone, security and communication systems

• Modernize outdated kitchen facilities to serve a growing student population and meet current standards

• Improve, repair and upgrade band and choral rooms and facilities • Upgrade maintenance and operations facilities including the District maintenance, operations

and food services yard

ACQUISITION AND CONSTRUCTION OF NEW SCHOOL FACILITIES TO MEET STUDENT NEEDS AND TO REDUCE OVERCROWDING

Proceeds of the Bonds will be used to design, acquire, construct, and equip new elementary schools, middle schools, and high schools throughout the District. Acquisition and construction projects would include, but not be limited to, site acquisition, classrooms, offices, cafeterias, gymnasiums, playing fields and other athletic facilities, stadiums, school grounds, auditoriums, science and computer labs, libraries, restrooms, and other school facilities. The exact size, configuration, and location of each school will be determined by the Board of Education based on the needs of the District. As currently envisioned, acquisition and construction would include but not be limited to the following projects:

• Construct permanent classrooms at the District's elementary schools to replace temporary portable classrooms, specifically including Cielo Vista and Vista Del Monte Elementary Schools

• Construct a new elementary school in Rancho Mirage • Construct a new (K-8, magnet, academy, etc.) school in Palm Desert • Construct a new high school in Rancho Mirage • Acquire land for three future elementary schools, one middle school and one high school to

serve a growing student population • Construct a new continuation high school in Desert Hot Springs to assist students that need

an alternative to traditional high school • Construct student enrollment centers in Cathedral City and Desert Hot Springs to conso1idate

enrollment services including, but not limited to, immunization, language and academic assessments and health screenings

A-2

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FACILITIES SUPPORT PROJECTS

Proceeds of the bonds may be used for the following specific facilities support projects:

• Erosion control at Desert Hot Springs High School • Erosion control at Bubbling Wells Elementary School

This may include site preparation, design costs, environmental and environmental control costs, consultant costs and site finish work, equipment and other costs as described in the first paragraph of this School Facilities Projects description.

PROJECT COSTS FOR FURNISHINGS AND EQUIPMENT

Project costs for furnishings and equipment for the schools listed above may include, but are not limited to, some or all of the following: security and communication systems and equipment; desks and tables; window and floor coverings (including tiles and carpeting); computers; kitchen equipment; science laboratory equipment; and/or other electronic equipment.

Project costs for the above-referenced projects may include site preparation, installation costs, engineering and design costs, project management costs and related costs. Project costs may also include the payment of lease payments for lease of authorized facilities, property or buildings and payment of costs and expenses for interim financing of authorized facilities (including, but not limited to, financing delivery costs). Allowable project costs also include: costs of issuing the bonds or securities (as authorized under California law), informational distribution costs and election costs authorized under State law. Funding for these projects may come from this bond measure or other District resources as the school facilities needs arise.

In preparing tbe foregoing list, the Board of Education of the Palm Springs Unified School District bas evaluated safety, class size reduction and information technology needs. Approval of the District's bond measure does not guarantee that all of the identified projects within this list will be funded beyond local funds generated by the bond measure and does not guarantee that the projects will be completed in any particular order. The District will also pursue funds from the State of California to complete certain of the identified facilities projects. The foregoing project list assumes that the District would also receive State matching funds.

No Administrator Salaries. Proceeds from the sale ofbonds authorized by this proposition shall be used only for the construction, acquisition, repair, renovation, rehabilitation, or replacement of school facilities, including the furnishing and equipping of school facilities, or the acquisition or lease of real property for school facilities as identified herein, and not for any other purpose, inc1uding teacher and non-construction related administrator salaries and other non-construction related operating expenses .

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EXHIBIT "B"

BOND PROPOSITION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT

(February 5, 2008):

In order to upgrade and make major repairs and renovate classrooms at schools of the Palm Springs Unified School District, and in so doing increase safety and educational effectiveness of classrooms for students, shaH the Palm Springs Unified School District be authorized to issue Bonds in an amount not to exceed $516,000,000 to construct, rehabilitate, upgrade and make major repairs or replace school facilities, including the furnishing and equipping of school facilities or the acquisition or lease of real property for school facilities listed in Exhibit "1 ,"which is on file at the District office and incorporated herein by this reference, which Bonds shall be issued for a term not to exceed the statutory maximum, which is currently twenty-five (25) years in the case of bonds issued under the authority of the Education Code and forty ( 40) years in the case of bonds issued under the authority of the Government Code, at an interest rate below the legal maximum, and whic.h Bonds shal1 be subject to the following provisions:

(A) That proceeds of the Bonds sha11 be used only for the construction, reconstruction, rehabilitation, or replacement of school facilities, including the furnishing and equipping of school facilities or the acquisition or lease of facilities or real property for school facilities pursuant to California Constitution Article XIllA, Section 1 (b )(3) and further that the proceeds of the Bonds shall be used only for the purposes specified in California Constitution Article XIIIA, Section l{b)(3) (as amended by Proposition 39) and not for any other purpose, including teacher and administrator salaries and any other school operating expenses.

(B) That a list of a specific school facilities projects to be funded with the proceeds of the Bonds is attached hereto as Exhibit "1 ," which is on file at the District office and incorporated herein by this reference and, based upon the adoption of this Resolution, this Board of Education hereby certifies that it has evaluated safety, class size reduction and information technology needs in developing the school facilities listed in Exhibit "I," which is on file at the District office and incorporated herein by this reference.

(C) That the Board of Education of the District shall conduct an aimual, independent performance audit to insure that the proceeds from the sale of the Bonds have been expended only on the specific projects listed in this bond proposition.

(D) That Board of Education of the District shaH conduct an aimual, independent financial audit of the proceeds from the sale of the Bonds until all of those proceeds have been expended for the school facilities projects identified herein .

B-1

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(E) That the Board of Education of the District will appoint a, or retain its existing, citizens' oversight committee and conduct annual independent audits to assure that the Bond proceeds are spent only on school and classroom improvements and for no other purposes?

Such bond proposition is also for the purpose of making the Palm Springs Unified School District eligible for State matching funds .

B-2

• EXHIBIT 1

LIST OF SCHOOL FACILITIES PROJECTS TO BE FUNDED \\'ITH PROCEEDS OF BONDS

The general obligation bonds of the Palm Springs Unified District ("District") would be used to construct and acquire new schools and support facilities; renovate, upgrade and provide major repair of existing school facilities, and related facilities costs, including, but not limited to, repair and replacement of lighting and electrical systems, heating, air conditioning and ventilation (HVAC) systems, flooring replacement, roof replacement, window replacement, wall systems, security systems, communication systems, fencing site improvements, walkways, parking lots, landscaping, athletic facilities and handicap accessibility improvements to meet current health, safety and instructional standards which v.'ill improve the overall educational experience for all students in the District. Such projects include, but are not limited to, reconstruction, renovation, modernization and construction of classrooms, libraries, computer labs, band and choral rooms, roofing, playgrounds, plumbing, electrical and network infrastructure, fields and related projects. Project costs for expansion of existing facilities may include, but are not limited to, some or all of the following: infrastructure and related expenses; construction, acquisition or lease of temporary, portable or permanent classrooms, instructional support and/or ancillary facilities. Project costs for furniture and equipment may include, but are not 1imited to some or all of the following: desks and tables; window and floor covering; computer, media recording and presentation equipment; kitchen equipment, improvements and furnishings; science laboratory equipment; and/or other electronic

• equipment.

•

RENOVATION, MODERNIZATION AND REPAIR OF EXISTING SCHOOLS AND FACILITIES

To improve the overall educational experience for students in the District, bond funds will be expended on projects to include renovation, modernization, upgrades and major repairs to take place at existing District school sites and facilities located in the communities of Cathedral City, Desert Hot Springs and Palm Springs, which projects would include, but not be limited to the following:

•

•

• • •

• • •

..

Make health and safety renovations and/or improvements including, but not limited to, removal or mitigation of hazardous materials Handicap accessibility improvements to meet current health, safety and instructional standards Upgrade and/or replace heating, ventilation, and air-conditioning (HVAC) systems Repair and/or replace roofs, windows and flooring Upgrade and/or replace plumbing and sewer systems and facilities including, but not limited to, restrooms Upgrade electrical and network infrastructure including technology systems Upgrade and/or replace lighting and electrical systems Make site improvements including walkways and fencing to improve student safety, and landscaping Reconstruction of Edward Wenzlaff Elementary School

•

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DISTRICT-\VIDE SCHOOL FACILITIES IMPROVEMENTS

These projects will occur at schools and school sites throughout the District and will include the following:

• Improve student safety by replacing inadequate fire alarm and fire suppression systems including, but not limited to, fire safety equipment

• Modernize and upgrade playgrounds, playfields and equipment • Improve student safety through the construction, refurbishment, reconstruction, and/or

upgrade of student drop-off areas, bus drops/loops, existing or new parking areas or facilities and vehicle access ways

• Improve student safety and security by modernizing and upgrading telephone, security and communication systems

• Modernize outdated kitchen faci1ities to serve a growing student population and meet current standards

• Improve, repair and upgrade band and choral rooms and facilities • Upgrade maintenance and operations facilities including the District maintenance, operations

and food services yard

ACQUISITION AND CONSTRUCTION OF NEW SCHOOL FACILITIES TO MEET STUDENT NEEDS AND TO REDUCE OVERCROWDING

Proceeds of the Bonds will be used to design, acquire, construct, and equip new elementary schools, middle schools, and high schools throughout the District. Acquisition and construction projects would include, but not be limited to, site acquisition, classrooms, offices, cafeterias, gymnasiums, playing fields and other athletic facilities, stadiums, school grounds, auditoriums, science and computer labs, libraries, restrooms, and other school facilities. The exact size, configuration, and location of each school will be determined by the Board of Education based on the needs of the District. As currently envisioned, acquisition and construction would include but not be limited to the following projects:

• Construct permanent classrooms at the District's elementary schools to replace temporary portable classrooms, specifically including Cielo Vista and Vista Del Monte Elementary Schools

• Construct a new elementary school in Rancho Mirage • Construct a new (K-8, magnet, academy, etc.) school in Palm Desert • Construct a new high school in Rancho Mirage • Acquire land for three future elementary schools, one middle school and one high school to

serve a growing student population • Construct a new continuation high school in Desert Hot Springs to assist students that need

an alternative to traditional high school • Construct student enrollment centers in Cathedral City and Desert Hot Springs to consolidate

enrollment services including, but not limited to, immunization, language and academic assessments and health screenings

1-2

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FACILITIES SUPPORT PROJECTS

Proceeds of the bonds may be used for the following specific facilities support projects:

• Erosion control at Desert Hot Springs High School • Erosion control at Bubbling Wells Elementary School

This may include site preparation, design costs, environmental and environmental control costs, consultant costs and site finish work, equipment and other costs as described in the first paragraph of this School Facilities Projects description.

PROJECT COSTS FOR FURNISHINGS AND EQUIPMENT

Project costs for furnishings and equipment for the schools listed above may include, but are not limited to, some or all of the following: security and communication systems and equipment; desks and tables; window and floor coverings (including tiles and carpeting); computers; kitchen equipment; sci~n~e laboratory equipment; and/or other electronic equipment.

Project costs for the above-referenced projects may include site preparation, installation costs, engineering and design costs, project management costs and related costs. Project costs may also include the payment of lease payments for lease of authorized facilities, property or buildings and payment of costs and expenses for interim financing of authorized facilities (including, but not limited to, financing delivery costs). Allowable project costs also include: costs of issuing the bonds or securities (as authorized under California law), informational distribution costs and election costs authorized under State law. Funding for these projects may come from this bond measure or other District resources as the school facilities needs arise.

In preparing the foregoing list, the Board of Education of the Palm Springs Unified School District has evaluated safety, class size reduction and information technology needs. Approval of the District's bond measure does not guarantee that all of the identified projects within this list will be funded beyond local funds generated by the bond measure and does not guarantee that the projects will be completed in any particular order. The District will also pursue funds from · the State of California to complete certain of the identified facilities projects. The foregoing project list assumes that the District would also receive State matching funds.

No Administrator Salaries. Proceeds from the sale ofbonds authorized by this proposition shall be used only for the construction, acquisition, repair, renovation, rehabilitation, or replacement of school facilities, including the furnishing and equipping of school facilities, or the acquisition or lease of real property for school facilities as identified herein, and not for any other purpose, including teacher and non-construction related administrator salaries and other non-construction related operating expenses .

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EXHIBIT "C"

PALM SPRINGS UNIFIED SCHOOL DISTRICT

PROPOSED BOND MEASURE STATEMENT

"To improve the quality of education, upgrade and renovate existing schools, improve access to computers and modem technology throughout the District, build new schools to relieve student overcrowding and maintain small class sizes, and make the District eligible for an estimated $125,000,000 in State matching grants, shall the Palm Springs Unified School District issue $516,000,000 ofbonds at legal interest rates, with spending annually reviewed by an independent citizens' oversight committee, and no money for teacher or administrative salaries?"

Bonds- Yes Bonds- No

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EXHIBIT "D"

SCHOOL BOND ELECTION NOTICE

NOTICE IS HEREBY GIVEN to the qualified electors of the Palm Springs Unified School District ("District") located in the County of Riverside, State of California, that in accordance with applicable law, an election will be held on Tuesday, the 5th day of February, 2008, in the District, at which election there wiJI be submitted to the voters the question of issuing and selling bonds of said District in the amount of not to exceed Five Hundred Sixteen Million dollars ($516,000,000) in accordance with the actions relating thereto taken by the Board of Education of the District.

All of the purposes enumerated herein are hereby united and shall be voted upon as one single proposition.

The bonds proposed to be issued and sold shall bear interest at a rate not exceeding twelve percent (12%) per annum.

The number of years the whole or any part of the bonds are to run shall not exceed the statutory maximum, which is currently twenty-five (25) years in the case of bonds issued under the authority of the Education Code and forty ( 40) years in the case of bonds issued under the authority of the Govenunent Code, from the date of the bonds or the date of any series thereof.

Each qualified elector of the District shall be entitled to vote only in the District election precinct of which he/she is a resident.

The electors in the District shall vote on the following measure on February 5, 2008:

MEASURE [ ]

[Insert full text of Bond Measure]

Dated this day of , 2007. ----

Riverside County Registrar of Voters:

By __________________________ _

D-1

RESOLUTION NO. 2007/2008-74

RESOLUTION OF THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT CERTIFYING TO THE BOAR;D OF SUPERVISORS OF RIVERSIDE COUNTY ALL PROCEEDINGS IN THE FEBRUARY 5, 2008, GENERAL OBLIGATION BOND ELECTION CONDUCTED WITHIN THE PALM SPRINGS UNIFIED SCHOOL DISTRICT AND MAKING RELATED FINDINGS

WHEREAS, the Board of Education of the Palm Springs Unified School District ("Board of Education"), County of Riverside ("County"), State of California, previously adopted its Resolution No. 2007/2008-11, ordering the County Registrar of Voters ("County Registrar") to call an election for general obligation bond authorization (designated as "Measure E") ("Bond Election") to be held on February 5, 2008; and

WHEREAS, the Bond Election was called pursuant to the provisions of the California Constitution and State law, including, but not limited to, the terms and conditions of the "Smaller Classes, Safer Schools and Financial Accountability Act," also known as "Proposition 39" and related State legislation; and

WHEREAS, Resolution No. 2007/2008-11, was duly delivered to the County Registrar and County Clerk of the Board of Supervisors ("County Clerk"); and

WHEREAS, notice of the Bond Election was duly given; and

WHEREAS, on February 5, 2008, the Bond Election was duly held and conducted for the purpose of voting on a measure for the authorization of the issuance of bonds of the Palm Springs Unified School District in an amount not to exceed $516,000,000 ("Bond Measure"); and

WHEREAS, the Board of Education has received the Canvass and Statement of Results of the Bond Election ("Certificate of Election") from the County Registrar; and

WHEREAS, it appears from the Certificate of Election, a copy of which is attached hereto as Exhibit "A," and incorporated herein by this reference, that fifty-five percent (55%) or more of the votes cast on the Bond Measure as part of the Bond Election were in favor of the proposed Bond Measure.

NOW, THEREFORE, THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, FIND, DETERMINE AND CERTIFY AS FOLLOWS:

Section 1. That entry be made upon the minutes of this meeting that the Bond Measure has been approved by fifty-five percent (55o/o) or more of the votes cast at the Bond El t" EACH DOCUMENT TC, Yt'HICH THIS CERTWICATS tS

ec lOU. ~nACHED IS CERTIFIED TO BE A FtJU,, TRUE: ANt" ".01-lRECT COPY OF rtiE Of\IQINAt ON FU Ar-10 ~ RECORD INS or~=~cE. ... 1 Jated - ' '\ .... 0 'tf

li!8ricyRomero -·-Ctertr of the Board of Supervisors ~ounty cf Rive!:§ide, California

Section 2. That all proceedings of the Palm Springs Unified School District in connection with the February 5, 2008, Bond Election have been accomplished according to law.

Section 3. That the Clerk of the Board of Education is hereby requested to deliver, or arrange for delivery of, a copy of this Resolution to the County Superintendent of Schools and to the County Clerk.

[Remainder of this page intentionally left blank]

BAW&G/REA/05/ih 124418 15030 D 6.2 05/05/2008

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ADOPTED, SIGNED AND APPROVED this 13th day of May, 2008.

BA W &0/REA/DS/ih 124418 15030 D 6.2 05/05/2008

BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT

By: ~sz2~~--__;_~--l....-.._..;;·;;_....__ __ Shari Stewart, President of the Board of Education

ATTEST:

3

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

) ) ss. )

I, Gary Jeandron, Clerk of the Board of Education of the Palm Springs Unified School District, do hereby certify that the foregoing resolution was duly adopted by the Board of Education of such School District at a meeting of said Board held on the 13th day of May, 2008, of which meeting all ofthe members of the Board had due notice and at which a quorum thereof were present and acting throughout and for which notice and an agenda was prepared and posted as required by law and that at such meeting such resolution was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

4

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

) ) ss. )

I, Gary Jeandron, Clerk of the Board of Education of the Palm Springs Unified School District, do hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2007/2008-74 of such Board and that the same has not been amended or repealed.

Dated: May 13, 2008

5

EXHIBIT "A"

COPY OF CERTIFICATE OF ELECTION RESULTS

6

BARBARA DUNMORE Registrar of Voters

REGISTRAR OF VOTERS COUNTY OF RIVERSIDE

2724 Gateway Drive Riverside, CA 92507-0918

(951) 486-7200 • FAX (951) 486-7272 www.voteinfo.net

CERTIFICATE OF REGISTRAR OF VOTERS TO THE RESULTS OF THE CANVASS OF ELECTION RETURNS

State of California ) ) ss.

County of Riverside )

I, BARBARA DUNMORE, Registrar of Voters of said County, do hereby certify that, in pursuance of the provisions of Sections 15301, 15372, and 1537 4 of the California Elections Code, I did canvass the returns of the votes cast on February 5, 2008, as part of the Presidential Primary Election in the

PALM SPRINGS UNIFIED SCHOOL DISTRICT

and I further certify that the statement of votes cast, to which this certificate is attached, shows the whole number of votes cast for and against each measure at said election in said District and in each precinct therein, and that the totals as shown for each measure are full, true, and correct.

Dated this 4th day of March 2008.

BARBARA DUNMORE Registrar of Voters

• 3/04/08 8:19 AM

February 5,2008

740028

~9~3 PINYON PINES ·

39823- yoi~ ~ ~a~l. 39~~!:, PINVOr-1 P~~~-39827 - Volll by Mall

39829 PINYON PINES 39829 - Vote by Mall

3SBSB PINvON .. PiNES 3B838- Vole .bY~~j: • 39900 SANTA ROSA MTS 39900 :-virtu ·.;y ·M':ili.. ·

40002 CATHEDRAL CITY

40002 - Vote by Mail 4o005 CATtiEDRAL CITY ..

40005, Vato ~Mail.· ~()()il' · c:ATiiED~ CITY 40008 - Vote by Mail 40009 CATHEDRAL CITY 40009 - Vole by Mall

400j0_. C{>.THEDAAL CITY

~o~~'~v~~by~all 4Q~1. C,ATHEpRAL<;:ITY 40011 - VoiD by Mall 40013 CATHEDRAL CITY 40013 - Vote by Mall ~o()1•f ~i'HED~C~. 4~~f4 - Vote ·t,y Ma(J. .... 4001.~. CA~EO~ CITY 40015- Vote by Mail

40017 CATHEDRAL CITY

40017 • Vote by Mail

4oo1~ · cAiti~~- ciTY 4DD1 ~ ~ Vol~;' by Mali . 4002.9. qATHEO~ cny. 40020 - Vote. by Mail

40021 CATHEDRAL CITY 40021- Vote by Mail

4p022 ~THEDRAL CITY 40022- Volt! by ~~~II

40~4 CATHEDRAl CITY 40024 - Vote by Mail

40028 CATHEDRAL CITY

40028 - Vote by Mall

40_034 <;A THEoRAL CITY

40o34 - Vote by, Mali 40035 ~THE;DRAL CITY 40035- Vole by Mail

40041 CATHEDRAL CITY 40041- Vole by Mail

40900 CC-PS

40900- V~le by Mail 40lUO CATHEDRAL CYN 4091 0 - Voto by Mall

41003 RANCHO MIRAGE

41 003 - Vole by Mall

41005 RANCHO MIRAGE

41005 -Vote by Mall

41010 RANCHO MI~GE 41010 ·Vote by Mail

41017 RANCHO MIRAGE

41017- Vole by Mail

41022 RANCHO MIRAGE

c 0 = aJ .b en tn CD

0:: . 116 :,

.116 ;

~~, 82

145

145 2o · ~0 Q 0

595

595 91)2 962 ~~ 661

1095

1095 •709 ro~ n~ ns

1187 1187 ii18: ~a

1~4. 1234

840

840 783:

78~

692 692 988 988 925

925

862 862

1175

1175 . 1o47

1047

669

669

846

846

1 0 0

1694

1694

1364

1364 1646

1646

0

0

1758

RIVERSIDE COUNTY Statement of Vote

CONSOLIDATED PRESIDENTIAL PRIMARY

NON PARTISAN MEASURE E- PALM SPRINGS UNIFIED SCHOOL DISTRICT

- - en It) 0 aJ ~ ~ 0 ~ z ..!! 'S en en ..2 0 "C "C

c c: c: ia .. 0 0 ;::, m .... r:a a:l

7J ~38 ···, 41 31 '•! ...

:p. ~.00 0 ·.: ·o '.

45 '.~:88 14 2s. :; ~-(.·.;"'=.:. ,-•. ...~.

0 0.00 c 0

79 54.48 37 36

0 0.00 0 0

12 '.'· ~~-;00 ··;

4 6 . • : 0 ·.;_:: 0.9Q · . 0 0 I> .I;

0 -~ .. ~.¥, . ci ·. ~. ::. ~:

0 0.00 0 0

199 33.45 137 53

91 15.29 43 45 ·. 264 #.44 16s 79

239 ---~l~'· 133 90

: .1?~ 2_8.93 117 -~ - ~··

106 16.04 62 35

302 27.58 185 98

282 25.75 167 102

181 .. , ;zs.ss 129 ·:,. '.'45

~30 .>-·~:t· ,.·.;75 ':_' :49 -,\, ... 201 123 65

150 1-9:33 95 47

349 29.40 236 98

233 19.63 143 80

182 :·?t:~ 1~4 I • -~9

'62 .. . 39 -~· _., .. 17 ...

306 ~·-~ " .2o6.: 86

282 22.85 164 104

207 24.64 151 40

127 15.12 78 44

212 > .. ~:~. h3 ·as 1~2 1~0 65

173 .~~·£9 .. 128 35 • . ... 62 8.96 42 19

203 20.55 150 43

102 10.32 61 35

21.5 23.24 .127 70 ..

~08 ~.3c. 186 99 '

182 21.11 121 48

282 32.71 159 109

252 21.45 147 86

500 42.55 280 179

3~~. ·So.Se !87 108

419 40.02 2~ 135

165 '24.61l 94 64 146 21.8 77 57

338 39.95 185 128

252 29.79 146 95

0 'o.oc 0 0

0 0.00 0 0

0 0.00 0 0

O.Oil 0 0

473 27.92 237 209

664 39.20 316 304

388 21i.45 217 140

556 40.76 308 213

490 29.n 279 173

666 40.46 371 260

0 0.00 0 0

0 0.00 0 0

435 24.74 259 132

532 of 536

.... '

. .

• 3/04/08 8:19AM

February 5,2008

740028

41022-VptebyMalr-

41028 RANCHO MIRAGE 411l?s-Vot~b~M~t-.~ ',

42oo2 'P'At.M-oEsERi 42002 - Vote by Mall 42801 THOUSAND PALMS

42spf.vol&~Y~'l :· ::· _.~ .. 4·280s f.Hous.ANo PALMs 42~~ ~v:~ ~~ii!i}',_.>.-. : 42805 THOUSAND PALMS

42806 - Vote by Mall

42810 THOUSAND PALMS

428'10- VQ!!! bY Ma!J.., ,~_ ' 4S800 ~~~G p~NyON .· 4B.s09 ~ wte.bY. M~l· --: . · 48803 LONG CANYON

48803- Vote by Mall

48850 JOSHUA TREE NP

4~0- V~lil:J.!Y M&ir : 4887o: oHs. ~tin:l . ·· 4887Q- v~~ iiY tM~t :_ 48BiB DHS SOUTH '

48879 - Vote by Mall

48902 SKY VALLEY

48002- \foio tiy MUii '

:tt~~~~~~ 4S002 PALM SPRINGS

49002 ·Vote by Mall

49004 PALM SPRINGS

40004 ~ vote by- Mal(:; .

;~~-~::~~~~~: ._:. •:

49005 PALM SPRINGS

49005 - Vote by Mail

49008 PALM SPRINGS

49008- Vote tiy Mall 49~9 Pt\1-M ~RIN~S 49009 • Vote by Mafl 49012 PALM SPRINGS.

49012 - Vote by Mail

49013 PALM SPRINGS

49013• Vo~ by ~~II 49016 PALM SPRINGS·

49016 ·Vote by Maii

49017 PALM SPRINGS

49017 • ,Vote by Mall

49019 PALM SPRINGS

49019 • Vote by Mall

49023 PALM SPRINGS

49023- Vote by Ma.ll

49024 PALM SPRINGS

49024 -Vote by Mall

49025 PALM SPRINGS

490~5 • Vote by Ma!l

49026 PALM SPRINGS

49026 • Vote by Mail

49812 PALM CYN WASH

49812- Vote by Mail

49820 PINYON PINES

49820 • Vote by Mall

RIVERSIDE COUNTY Statement of Vote CONSOLIDATED PRESIDENTIAL PRIMARY

NON PARTISAN MEASURE E- PALMI SPRINGS UNIFIED SCHOOL DISTRICT

1768 . 7j;&

12.~ ,. : 1:9~ . 1296 .: . .-.5~

480 253

48C 0

0 0

0 0

1118

01

.;_ ,_-f! 286

1118 146

1641 392

> '~11: ·. :!~ 0

0

0 ·o·

.•. 103(1 :·

.1~

0

0

0

0·

2'1~ ·4=t! 221

0

-~ e... -::I 0 c

~ 43..57

. *'''·~ '~:~.1 ;.· 52.71

0.00

0.00

·o.cQ · -~o.pl) '

9·~ 25.58 13.06

23.89

... 4.~ > .. ~:~~:_,

0.00

0.00 o.oo

·o.oo .2o.5a .4~14 65.58

0.00 337

337

402 210 52.24

~ It) , c 0 m

0 z It) , c 0 m

. 231 -.

'2~.9 -';

. ~7'6 '1-45.

186 ·.

1A1 90

0 0

0 0 0 0

·. o :•... ·.o. 0 0

190 74

88 50

198 359 ·-

.. 0 '•. .. -· 0

0

0

0 0

.•' - 121

163

3~7 0 :' · .

0 0

0

0

0 .74.

·1r.t 85

0

91 : .. :~. "~,.!,.:~:- ... 1~:--

0

107

·.a 1ir1-.

i . ~ 0·

107 0 ~70

1208

1208

928

9~ !liB -

.. _76~ '. 1132

·.c · · • o:ao 380 31.46

373 30.88

305

302 ~48

190

32.87 32:54 .:, '32.b~ (

2j.!4 ·, ). 373 32.95

1132 437 38.60

1205 343 28.46

29.88

33.90 31.85

1205. 360 11_21 380 1121 . ' '-357

927 208 22.44 927

1165

.11~ : 1490

1490

1130

1130

977

977

1476

1476 1355

1355

1309

1309

861

861 146

146

0

0

221 23.84

374 32.10

38~ ~79 486 . 32.62

453 30.40 395 34.96

368 32.57

287 29.38 396 . 40.53

452 30.6:1

602 40.79

419 30.92

532 39.26

421 32.15

511 39.04

267 31.01

319 37.05 91 62.33

0 0.00

0 0.00 0 0.00

: '. 0 ' 211 131

230 129

200 88

166. 1_24 ' 146.. 80

··1~~ t~ 198 155

248 172

226 93

: ·214 '. 130

220 134 215 -. -127

146 51

143

240

2~3 309

278 223

193

167

225

262

337

236

310

239

290

147

182

55

0

0

0

70

107

120' 1~2

: 153

154

159

104

155

159

236

162

197

150

192

103

119

35

0

0

0

·-.

533 of 536

'

·.· .·

• 3/04/08 8:19AM

February 5,2008

740028

58~0~. Df:SE;RT,H.P!·~PGS .' .

~~--*~:~r~~isr·Gs··:·:. · 58007 - Vote by Mall 58010 DESERT HOT SPGS

58010- VoiD by Mall

: f<W7 .. -=.1~or .

. 721.

721

926

926

~036

RIVERSIDE COUNTY Statement of Vote CONSOLIDATED PRESIDENTIAL PRIMARY

NON PARTISAN MEASURE E - PALM SPRINGS UNIFIED SCHOOL DISTRICT

. ~ '~:i '. ·:> ,· ).~ ..•.. . ::, . 84 11.65 54 28

280 30.24 200 21.60

161

115

94

74

6,2

.......

58~12 D~ERt: ~'(~P~:-5B012:~ v9iq ·w r:Aiiii . , :~: . . .. •. . ·.· 5_11~!~ ~~(iic:>i. s~G'S·_··.-

.19~ . ~? .\ ~{"g~ :

159 . 15.85[,:::

.. 1~ .. 20:~1:~-.. -~~-~ ·::; -~::· liB

48: s8o13- Vote by Mail 58017 DESERT HOT SPGS

58017- Vole by Mall 58018 DESERT '1-ior SPGS. $801S-' V~l~'i,y'M~ll . ' .... 5~~. '-9~~ gAiff.oN · .. 58800 • Vote by Mall 58826 DHS NORTH

58826- Vote by Mall

58832 PAlH~I;I H!i:-l~ $.1!83~ ·~ Y!)iD b.Y Miul . . . ~B~!J. p~N-rj:ci i;tiLl.~. · 58836- Voio by Mall .

58839 PAINTED HILLS

58839 - Veta by Mllil s884q .. PAiNieb.-tiiu:s : .. · . :

!~~~~~~~~~~s .~:._··~::· 58842. Vote by Mall 58848 PAINTED HILLS

58846 • Vola by Mail

~~ : P~WTE[) Jiiu.S 5Bs4a•:: vtito .by .MBii : . 58Ms PAl~teb tin.i.s · 58849 --V~bt by Mail

58860 DESERT HAVEN

58860 • Vote by Mall

~ DESERT HAVEN ~64;.. VC!te by Mail

58865. DESE.~T HAVE~ 58865 • Voto by Mail

58866 DESERT HAVEN

58866 • Vola by Mall

6~870 · DHS 59 LiTH 58870 -Vote by Mail ·

58880 DHS ISLAND

58880 • Vote by Mall

59002 PAlM SPRINGS

59002 • Vote by Mail

59011 PALM SPRINGS

59011 • Vote by Mall

59015 PALM $PRINGS

59015 ·Vote by Mail

59018 PALM SPRINGS

5901 B ·Vote by Mail

59021 PALM SPRINGS

59021 -Vote by Mail

59Bo4 PALM OASIS

59804 • Vote by Mail

Precincl Totals

·981? 980

800 BOO

.~45 i~ ..

0 0

828

215 21.94

201 25.13 131 16.38

·199 ~ 26;1; •.. . 139 : .18~66 .... : 0 ~:~~··

0 0.00

279 33.70 828 312 37.68

466 ': · , · 20s . . 44~5 · · 466 :· . . q :· · o,,Otl ~

ii, ~ 3~.~. 27 0 0.00

108 35 32.41

108 0 0.00

...

j • : 129 ' .. _,

'133 120

72 . :149

.; 71 . . . ': : ... p:·

.. .... , .

:.: ..

0

129 149

131 0 -~ 0

30

0

:,

· ·• :, , :~Eie '·' . . ''}'13:7 ;~

~: 0 210 0 0.00

43 28 65.12

0.00 42.0() ~

43 0 . ~ . ~21

o;9.1i · 3~.~ ·.

0.00

26.67

50 .. · 0 75 ~ 75 0

15 4 15 0 0.00

20.. 8 .40.00

20. 0 O.O!l . 224 ' . 87 38.84

224 0 0.00

9 5 55.56

9 0 0.00

25 13 ·. 52.00 .

25 .• 48

48

3

3

963

963

1009

1009

1l6B

1368

1442

1442

250

250

0 0.00

27 56.25 0 0.00

66.67

0 o.oc 306 31.78 217 22.53

324 32:11 254 25.17 401 29.31 400 29.24

462 32.04

434 30.10

·112 44,80

0 0.00

62022 18488 29.81

14

0

16 . •.: .. 0

,, .·. 2Q 0

2

0

0

.q 70

0

1

0

8

0

18 0

0

202 128

· 1n 152

240

225

274

233 64

0

11094

69

72

52

52 58

0 0

131

143 · 7o

0 3

0 5

; '28 ..

·so 0

12

0 5

.. 0

4

0

2

.a _0 13

0

5 0

7

0

6180

~ .: ~ .

. ~~ .. ....

:'_1·

Insufficient Twnou't to Protect Voter Privacy

534 of 536

. ~-:

3/0ti/08 8:19 AM

February 5,2008

740028

vote by ~~~~ Totals

. !· •. '!_ra~T~~ .• ·. :. 41st Congressional District

45th Congressional District

37th Senatorial District 4ott. ·SfinatDriaJ tiiitrlci ·- ·. ·

~~=.~~:~:;~:-:'.' ::·<. 3~d SUPERviSORIAL DISTRicT 41h SUPERVISORIAL DISTRICT

5th SUPERVISORIAL DISTRICT city o1 ~ihit~i city· · · : :' _,~ . City.ot oe8eit. HD1 Sprtnos ... e~iY ~f P.a1in·~ert , . ,:-·:: · : City of Palm Springs

City of Rancho Mirage

UnincorpOl'ated Area

RIVERSIDE COUNTY Statement of Vote CONSOLIDATED PRESIDENTIAL PRIMARY

NON PARTISAN MEASURE E- PALM SPRINGS UNIFIED SCHOOL DISTRICT

.. -···

. s@ :·:s~~. ifiiJ · 8108 3920 48.35

53914 31875 59.12

40868 25006 61.19

.. :'~~ .:~::.~~ ·' ... ::t : : · S:Ui1 ;: ~~8 :- Si?;~a . . ..

... 3s3 . 213 ss:sii 47159 28187 59.77 14500 7395

1'672~ 8~. '· . 11616 •. . 3030

:. ';,8q ·.~ :,~. 21837 13939

nsa 5371

8608 4808

51.00

so.1e . 45.8c •. ~~j·1· 63.83

69.23

55.86

II)

~ II) , c: 0 m 9829

'· ~~·

2305

18618 14431 :6492 •.

.•.; ~ .. 3~91

11;732 96

16436 4391

s151 1854 141

8179

2954

2664

0 z fit , c: 0

CXI

.~544 '.' •, :-.,

1~~ ·. '•'·

1399

11325 9107

·.36{7 ,. ~4· 10~

96 10031

2597

2729 .. 1031 : ..

9o :. .. 4996

2038 1840

535 of 536

..

•,·

.:)

DIRECTING ACTIONS FOR THE ISSUANCE AND SALE OF .NOT TO EXCEED $25,000,000 PRINCIPAL AMOUNT OF PALM SPRINGS UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, 2008 ELECTION, SERIES A, AS QUALIFIED SCHOOL CONSTRUCTION BONDS, MAKING CERTAIN FINDINGS AND DETERMINATIONS, AND TAIONG AND DIRECTING CERTAIN RELATED ACTIONS

RESOLUTION NO. 2009/2010-16

WHEREAS, the Palm Springs Unified Schqol District ("District" or "School District'~ is a public school district organized and operating within the County of Riverside ("County'') pursuant to the laws of the State of California ("State,), including, but not limited to, the California Constitution and the California Education Code ("Education Code"); and

WHEREAS, the issuance of not to exceed $516,000,000 aggregate principal amount of general obligation bonds of the School District was authorized ("Bond Authorization") at an election duly called and regularly conducted within the School District on February 5, 2008 {further identified as "Measure E") ("Bond Election''), which Bond Election was conducted pursuant to the provisions of the "Safer Schools) Smaller Classes and Financial Accountability Actn (also !mown as "Proposition 39"), the California Constitution and related California law; and

WHEREAS, the results of the Bond Election were certified by this Board of Education of the District (''District Board") by adoption of Resolution No. 2007/2008-74, adopted on May 13, 2008, pursuant to State law, and which Resolution No. 2007/2008-74 was thereafter filed as required by State law; and

WHEREAS, the proceeds of general obligation bonds issued pursuant to the Bond Authorization ~e to be used for identified projects (as set out in School District Resolution No. 2007/2008-11 t which are incorporated herein by this reference) as approved by the voters in the Bond Election; and

WHEREAS, the District Board previous approved Resolution No. 2009/2010-02 on June 21, 2009, the School District applied for an allocation to issue "Qualified School Construction Bonds" ("QSCBs") pursuant to the provisions of the American Reinvestment and Recovery Act of 2009 ("ARRA'') and the California ·program for allocation of QSCB securities administered by. the California Department of Education ("CDE"); and

WHEREAS, pursuant to proceedings undertaken by the CDE, the School District has received an allocation to .issue securities as QSCBs during calendar year 2009 in an amount not to exceed $25,000,000 ("QSCB Allocation"); and

WHEREAS, based upon information and documentation received by the District Board, . the District Board desires to take actions to direct the issuance of an initial series of the general obligation bonds ·authorized pursuant to the Bond Election which may be issued in full or in part as QSCB securities and desires to take actions in connection therewith; and

WHEREAS, pursuant to the provisions of Proposition 39, the California Constitution and the Bond Authorization~ the School District may, pursuant to the provisions and limitations of Article 1 of Chapter 1.5 of Part 10 of Division 1 of Title 1 of the Education Code, proceed to borrow funds as set forth in the provisions and ]imitations of Chapter 1 of Part 10 of Division 1 of Title 1 ·of the Education Code; and

WHEREAS, Section 15140 of the Education Code of the State of California authorizes the Board of Supervisors of the County ("County Board'') to borrow funds through the issuance of general obligation bonds in the name and for the benefit of the School District pursuant to resolutions adopted by the District Board and the County Board; and

WHEREAS, the District Board has determined that it is in the best interests of the School District at this time to take certain actions to authorize the issuance of a portion of such authorized but unissued general obligation bonds in the total principal amount of not to exceed Twenty-Five Million dollars ($25~000,000) ("Bonds, or "Series A Bonds") as further set forth herein; and

WHEREAS, based upon documentation presented to the District Board, the District Board is prepared to make certain findings and determinations, and direct certain actions, concerning the issuance and sale of the Series A Bonds; and

WHEREAS, the District Board, on behalf of the School District, has previously retained the services of certain consultants in connection with the issuance and sale of the Series A Bonds and desires to take certain related actions in connection therewith; and

WHEREAS, it is the intention of the District Board that the Series A Bonds may be issued in full or in part as QSCB securities under the District's QSCB Allocation; and

WHEREAS, based on information presented to the District Board, it is the intent of the District Board that the Series A Bonds be sold at a negotiated sale to a joint powers agency ("JP A") formed pursuant to the provisions of California Government Code Sections 6500, et seq., in order to participate in a pooled financing transaction which is expected to have positive benefits for the School District, as previously described to this District Board; and

WHEREAS, based on the foregoing, the District Board has determined that it is appropriate to adopt this resolution, including making certain fmdings and directing certain related actions concerning the Series A Bonds be issued through the County on behalf of the School District.

NOW, THEREFORE, THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: .

Section 1. Incorporation of Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

Section 2. Authority for Issuance of Bonds. The Series A Bonds shall be issued and sold by the County, on behalf of the School District, pursuant to and in accordance with the California Constitution, the provisions of Proposition 39, the Bond Authorization, this Resolution, the Supplemental Issuance Resolution (as defined herein) shall such issuance and sale be subject to the matters set forth herein and in subsequently adopted Resolutions of the District Board and the County Board, the County Resolution (as defmed herein} and Education Code Sections 15264, 15266, 15100 et seq. and 15140 et seq.

Section 3. Actions for Issuance of Series A Bonds.

(a) The District Board hereby directs that actions shall be undertaken to issue the Series A Bonds, tlrrough the County, pursuant to the applicable provisions of California law and as further described herein. Additional tenns and conditions with respect to the issuance of the Series A Bonds shall be set forth in a supplemental resolution to be adopted by this District Board with respect to the issuance of the Series A Bonds ("Supplemental Issuance Resolution"). The Supplemental Issuance Resolution is expected to include specific documentation, findings and directives relative to the issuance of the Series A Bonds, including, but not limited to, specification of the form of the continuing disclosure documentation/agreement entered into or provided by the District with respect to the Series A Bonds, approval of a preliminary official statement furnished in connection with the issuance of the Series A Bonds (or the JP A Bonds, as defined herein), approval of the form of a bond purchase agreement form and sale parameters for the Series A Bonds and various related matters.

(b) The District Board intends to sell the Series A Bonds, or a portion thereof, to the JP A, which shall be identified in the bond purchase agreement described in the Supplemental Issuance Resolution. The District Board currently expects and intends that all or a portion of the Series A Bonds will be pooled by the JP A for the pwpose of issuing revenue bonds of the JP A ("JP A Bonds"), which JP A Bonds will be secured through debt service payments made on underlying securities purchased by the JP A. The sale of the Series A Bonds to the JP A and the corresponding issuance and sale of the JP A Bonds is expected to be in the best interests of the School District.

(c) The District Board intends that some or all of the Series A Bonds shall be issued as Qualified School Construction Bonds (QSCBs). Any Series A Bonds issued as QSCBs will comply with the applicable provisions of the ARRA, the United States Internal Revenue Code of 1986, as amended ("Code"), and the regulations promulgated pursuant to the provisions of the Code. Certain of those conditions are described herein.

(d) The District Superintendent, or the District Superintendent's designees (each a "Designated Officer',) may determine that it is in the best interest of the School District to sell all or a portion of the Series A Bonds as taxable or tax-exempt securities, as further described in the Supplemental Issuance Resolution and the County Resolution. In such event, the Designated Officer(s) may so provide in a bond purchase agreement(s) for the issuance and sale of the tax­exempt portion of the Series A Bonds, as shall be further described and set forth in the Supplemental Issuance Resolution.

Section 4. Designation. The Series A Bonds authorized pursuant to this Resolution, the terms and conditions of the Supplemental Iss\)ance Resolution and the ColUlty Issuance

.:)

Resolution shall be designated as "Palm Springs Unified School District General Obligation Bonds, 2008 Election, Series A" or such other designation as the Superintendent of the School District ("Superintendent") or the Superintendent's designee(s) (as described herein} may approve. The resolution of the Col.Ulty Board providing for the issuance and sale of the Series A Bonds is in certain instances herein referred to as the "County Resolution." The Series A Bonds shall otherwise conform to the requirements forth herein, within the Supplemental Issuance Resolution, the applicable bond purchase agreement(s) and in the County Resolution.

Section 5. Purpose of Bonds.

(a) The Series A Bonds, in the aggregate principal amount of not to exceed $25,000,000, shall be offered for sale, the proceeds of which are to be used for the purposes set out in District Resolution No. 2007/2008-11, as approved at the Bond Election and to pay all necessary and appropriate costs or expenses incurred in the issuance of the Series A Bonds pursuant to Education Code Sections 15145 and 15146 and applicable State law.

(b) The net construction proceeds of those Series A Bonds issued as QSCB securities shall be expended only upon projects and facilities permitted under the provisions of applicable federal law.

Section 6. Negotiated Sale. Subject to the provisions of the Supplemental Issuance Resolution and the County Resolution, the District Board authorizes the Series A Bonds to be sold through a negotiated sale process. All Series A Bonds sold at such a negotiated sale shall bear interest, if any, at a rate not in excess of the legal maximum under State law and shall mature not later than twenty-five (25) years after their date of issuance. Such Series A Bonds shall be issued in the form(s) and at the maturity(ies) set out in the Supplemental Issuance Resolution and the County Resolution. The fonn(s) of the bond purchase agreement(s) and additional sale parameters for the sale of the Series A Bonds will be set out in the Supplemental Issuance Resolution and the County Resolution.

Section 7. Collection of Taxes. Pursuant to Education Code Sections 15250 et seq. (or any successor sections thereto) the School District, upon sale and delivery of the Series A Bonds through the County, requests that the County Board take action to levy, or cause to be levied, on all the taxable property in the Schoo] District, in addition to all other taxes, a continuing direct ad valorem tax annually during the period the Series A Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series A Bonds, as applicable, when due in accordance with the terms of the Supplemental Issuance Resolution, the Series A Bonds and the County Resolution.

Section 8. Building Fund; Debt Service Fund and Rebate Fund.

(a) Building FlUld. Upon the issuance and sale of the Series A Bonds, the District Board shall request that the Treasurer of the County establish and create the "Palm Springs Unified School District General Obligation Bonds, 2008 EJection, Series A, Building Fund," ("Building Fund'') which shall be kept separate and distinct from all other District and County funds and into which the Treasurer shall deposit the net proceeds of the sale of the Series A Bonds (except any premium or accrued interest received from the sale) to be expended as set

forth herein and in the County Resolution. The Building Fund shall otherwise be administered as set forth in the County Resolution.

(b) Debt Service Fund. Upon the issuance and sale of the Series A Bonds, the District Board shall request that the Treasurer establish and create the "Palm Springs Unified School District General Obligation Bonds, 2008 Election Series A, Debt Service Fundn (''Debt Service Fund'') which shall be kept separate and distinct from all other District and County funds to be used for the payment of accreted value or principal of and interest on the Series A Bonds, as the case may be, and administrative costs and expenses for the Series A Bonds, including fees and expenses of the Paying Agent. The Debt Service Fund shall otherwise be administered as set forth in the County Resolution.

(c) Rebate Fund. Upon the issuance and sale of the Series A Bonds, the District Board shall request that the Treasurer establish and create, if and when required, the "Palm Springs Unified School District General Obligation Bonds, 2008 Election Series A, Rebate Fund" ("Rebate Fund"), which fund shall be kept separate and distinct from all other District and County funds and into which the Treasurer shall deposit funds used to satisfy any requirement to make rebate payments to the United States pursuant to Section 148 of the Code. The Rebate Fund shall otherwise be administered as set forth in the County Resolution.

Section 9. Expenditure of Bond Proceeds.

(a) The School District hereby covenants to expend all Series A Bond proceeds in accordance with applicable law, including, but not limited to, Chapter 2 of Part 10 of Division 1 of Title 1 of the California Education Code of the State of California, as amended, the requirements of Proposition 39 and related State legislation, Article XIITA of the California Constitution, the Bond Authorization and the detenninations and directives made herein.

(b) The provisions of the ARRA applicable to QSCB securities require that net construction proceeds of such QSCB securities be expended on certain types of capital expenditures and within certain time periods. The District Board hereby directs that the documentation, resolutions, agreements and covenants of the School District with respect to the Series A Bonds issued as QSCBs, and the expenditure of the proceed thereof, shall conform to such requirements.

Section 10. Continuing Disclosure. In connection with the issuance of the Series A Bonds, the District shall provide a continuing disclosure document(s). The School District hereby covenants and agrees that it shall comply with and carry out all of the provisions of the continuing disclosure agreement/certificate delivered in connection with the issuance and sale of the Series A Bonds. Further details and the form of the continuing disclosure agreement/certificate delivered in connection with the issuance and sale of the Series A Bonds is expected to be provided in the Supplemental Issuance Resolution.

Section 11. Compliance with Proposition 39. The School District hereby finds and determines that it has complied, or will comply, with the applicable requirements prescribed by Proposition 39, and related applicable State statutory provisions, as follows:

') '·

(a) Pursuant to Section I(b)(3) of Article XI1IA of the California Constitution, the proceeds of the sale of the Series A Bonds (exclusive of costs of issuance and delivery of the Series A Bonds) ("Bond Proceeds, or "Series A Bond Proceeds") shall be used only for the purposes specified in the list of specific school facilities projects set forth in Resolution No. 2007/2008-11 and approved by the voters in the Bond Election ("School Facilities Project List") and not for any other purpose, including teacher and administrator salaries and any other school operating expenses.

(b) Pursuant to Section 1 (b )(3) of Article XlliA of the California Constitution, the School Facilities Project List was made available to the public for review prior to and during the Bond Election, which included the District Board's evaluation of safety, class size reduction and information technology needs in developing the School Facilities Project List as set forth in Resolution Nos. 8701-01 and 040609-01.

(c) Pursuant to Section l(b)(3) of Article XIIIA of the California Constitution, the District Board shall conduct, or cause to be conducted, annual, independent perfonnance audits to ensure that the Series A Bond Proceeds have been expended only on the school facilities projects identified in the School Facilities Project List.

(d) Pursuant to Section l(b)(3) of Article XIITA of the California Constitution, the District Board shall conduct, or cause to be conducted, annual, independent financial audits of the Bond Proceeds until all of the Bond Proceeds have been expended for the school facilities projects identified in the School Facilities Project List.

(e) Measure E and matters submitted to the voters as part of the Bond Election included statements substantially in compliance with Education Code Section 15272.

(f) The Measure E election results have been certified by the District Board pursuant to Resolution No. 2007/2008-74, and such resolution has been filed as required under Education Code Sections 15124 and 15274.

(g) Pursuant to Education Code Sections 15278 et seq., the District Board has established its Citizens' Oversight Committee for the Measure E bond election ("Committee") and has appointed members thereto pursuant to the Committee Policy and Regulations previously adopted by the District Board.

(h) Pursuant to Education Code Section 15268, based on estimates that assessed valuation will increase in accordance with Article XIIIA of the California Constitution, the tax rate to be levied to meet the requirements of Section 18 of Article XVI of the California Constitution with regard to the Series A Bonds will not exceed sixty Dollars ($60) per year per One Hundred Thousand Dollars ($100,000) of taxable property within the boundaries of the School District. The School District shall provide, or be provided, a certificate specifying the

estimated tax rate, and confirming compliance with this statutory requirement, at the time the Series A Bonds are delivered.

Section 12. Compli-ance with State Law. That pursuant to Government Code Section 53410, the District Board hereby finds, detennines and directs as follows:

(a) The Series A Bond Proceeds shall be used only for the purposes set forth in the School Facilities Project List.

(b) One or more funds or accounts (which may include subaccounts) as further described in the Supplemental Resolution and in the County Resolution shall be created into which the Sefies A Bond Proceeds shall be deposited.

(c) The School District's Assistant Superintendent, Business Services;p shall have the responsibility no less often than annually, to provide to the District Board a written report which shall contain at least the following information:

(i) The amount of the Series A Bond Proceeds received and expended during the applicable reporting period; and

(ii) The status ·or the acquisition, construction or financing of the school. facility projects, as identified in the School Facilities Project List, with the Series A Bond Proceeds.

The report(s) required by this Section 12(c) may be combined with other periodic reports which include the same information, including, but not limited to, periodic reports made to the California Debt and Investment Advisory Commission (CDIAC) or continuing disclosure reports or other reports made in connection with the Series A Bonds. The requirements of this Section 12(c) shall apply only until all the Series A Bonds are redeemed or defeased, but if the Series A Bonds, or any portion thereof, are refunded, such provisions shall apply until all such refunding bonds are redeemed or defeased.

Section 13. Additional Findings and Directives.

(a) Within the Supplemental Issuance Resolution, the District Board shall make findings and provide directives with respect to compliance with the applicable provisions of Education Code Section 15146(b) and (c) concerning the anticipated costs of issuance of the Series A Bonds.

(b) Within the Supplemental Issuance Resolution, the District Board shall make such fmdings and determinations, and make such covenants, as shall be required to protect and preserve the status of Series A Bonds issued as QSCB securities, taxable bonds or as tax-exempt bonds, as shall be applicable.

Section 14. District Consultant Costs; County Costs.

(a) The School District has retained the services of Bowie, Arneson, Wiles & Giannone to represent the School District as Bond Counsel and Dale Scott & Company, Inc. as Financial Advisor with regard to the issuance of the Series A Bonds. U.S. Bank National Association will serve as the School District's initial Paying Agent. The Superintendent is hereby authorized to retain such other and further consultants and services, including, but not limited to, printing services) legal services, assessment information and pricing consultant services as are necessary or desirable to facilitate the issuance and delivery of the Series A Bonds.

(b) That this District Board authorizes the payment to the County of out-of-pocket expenses and other costs incurred by the County in connection with the County's support of, and participation in, the issuance of the Series A Bonds.

Section 15. Services for Issuance of the Series A Bonds. The Superintendent of the District and the Designated Officers are authorized and directed to contract for such other and further services, including legal, financial and related professional services, as specified herein, or as otherwise necessary so the School District may proceed with, and complete, the issuance and sale of the Series A Bonds as set forth herein.

Section 16. Approval of Actions. All actions heretofore taken by officers and agents of the School District with respect to the sale and issuance of the Series A Bonds to this point in time are hereby approved, confirmed and ratified. The President and Clerk of the District Board and the Superintendent and the Designated Officer(s) are each authorized and directed in the name and on behalf of the School District 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 consummate the lawful issuance, sale and delivery of the Series A Bonds pursuant to the tenns hereof and of the Supplemental Issuance Resolution. Whenever in this Resolution any officer of the School District 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 case such officer shall be absent or unavailable.

Section 17. Other Actions. The President, Clerk and Secretary of the District Board, and the Designated Officers of the School District, are authorized and directed to execute all documents and to take all actions necessary to cause or facilitate the issuance of the Series A Bonds pursuant to the terms hereof and of the Supplemental Issuance Resolution:

Section 18. Partial Invalidity; Severability. If · any one of the fmdings, determinations, directions or portions thereof, provided in this Resolution on the part of the School District to be performed should be contrary to law, then such covenant or covenants, such agreen1ent or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the ren1aining covenants and agreement or portions thereof and shall in no way affect the validity of this Resolution or of the Series A Bonds; but the Bond owners shall retain all rights. and benefits accorded to them under any applicable provisions of law. The School District hereby declares that it would have entered into this Resolution and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized

the issuance of the Series A Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Resolution or the application thereof to any person or circun1stance may be held to be Wlconstitutional, unenforceable or invalid.

Section 18. Governing Law. This Resolution shall be construed and governed in accordance with the laws of the State of California.

[Remainder of this page is blank]

·:) Section 19. Effective Date. This Resolution shall take effect immediately upon

adoption.

ADOPTED, SIGNED AND APPROVED this 22nd day of September, 2009.

BOARD OF EDUCATION OF THE PALM SPR.lNGS UNIFIED SCHOOL DISTRICT

ATTEST:

STATE OF CALIFORNIA

COUNTY OF RlVERSIDB

) ) ss )

I, Justin Blake, Clerk of the Board of Education of the Palm Springs Unified School District, do hereby certify that the foregoing resolution was duly adopted by the Board of Education of such School District at a meeting of said Board held on the 22nd day of September, 2009, of which meeting all of the members of the Board had due notice and at which a quorum thereof were present and acting throughout and for which notice and an agenda was prepared and posted as required by law and that at such meeting such resolution was adopted by the following vote:

AYES: Members. J eandron. Blake, Clapp, Stewart

NOES: None

ABSENT: Member, Shoenberger

ABSTAINING: None

RESOLUTION NO. 2009/2010-22

RESOLUTION OF THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT SUPPLEMENTING RESOLUTION NO. 2009/2010-16, PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF PALM SPRINGS UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, 2008 ELECTION, SERIES A IN FULL OR IN PART AS QUALIFIED SCHOOL CONSTRUCTION BONDS, PRESCRIBING THE TERMS OF SALE OF SUCH BONDS, AUTHORIZING EXEUCTION AND DELIVERY OF AN OFFICIAL STATEMENT IN CONNECTION WITH SUCH BONDS, AUTHORIZING EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION WITH SUCH BONDS, MAKING CERTAIN FINDINGS AND DETERMINATIONS, PROVIDING CERTAIN COVENANTS ON BEHALF OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT AND APPROVING CERTAIN OTHER DOCUMENTS, AGREEMENTS AND ACTIONS IN CONNECTION THEREWITH

WHEREAS, the Palm Springs Unified School District ("District" or "School District") is a public school district organized and operating within the County of Riverside ("County") pursuant to the laws of the State of California ("State"), including, but not limited to, the California Constitution and the California Education Code ('"Education Code.'); and

WHEREAS, the issuance of not to exceed $516,000,000 aggregate principal amount of general obligation bonds of the School District was authorized ("Bond Authorization") at an election duly called and regularly conducted within the School District on February 5, 2008 (further identified as ~'Measure E") ("Bond Election"), which Bond Election was conducted pursuant to the provisions of the usafer Schools, Smaller Classes and Financial Accountability Acf' (also known as "'Proposition 39"), the California Constitution and related California law; and

WHEREAS, the results of the Bond Election were certified by this Board of Education of the District ("District Board") by adoption of Resolution No. 2007/2008-74, adopted on May 13, 2008, pursuant to State law, and which Resolution No. 2007/2008-74 was thereafter filed as required by State law; and

WHEREAS, the proceeds of general obligation bonds issued pursuant to the Bond Authorization are to be used for identified projects (as set out in School District Resolution No. 2007/2008-11, which are incorporated herein by this reference) as approved by the voters in the Bond Election; and

WHEREAS, the District Board previously approved Resolution No. 2009/2010-02 on June 21, 2009, and thereafter the District applied for an allocation to issue ';Qualified School Construction Bonds" (""QSCB Bonds") pursuant to the provisions of the American Reinvestment

and Recovery Act of 2009 ("ARRA") and the California program for allocation of QSCB securities administered by the California Department of Education ("CDE"); and

WHEREAS, pursuant to proceedings undertaken by the CDE, the District has received an allocation to issue securities as QSCB Bonds during calendar year 2009 in an amount not to exceed $25,000,000 ("QSCB Allocation") under Section 54F(d) of the Internal Revenue Code of 1986, as amended ("Code"); and

WHEREAS, it is the intention of the District Board that the Series A Bonds may be issued in fulJ or in part as QSCB Bonds under the District's QSCB Allocation; and

WHEREAS, on September 22, 2009, the District Board adopted Resolution No. 2009/2010-16 entitled "RESOLUTION OF THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT DIRECTING ACTIONS FOR THE ISSUANCE AND SALE OF NOT TO EXCEED $25,000,000 PRINCIPAL AMOUNT OF PALM SPRINGS UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, 2008 ELECTION, SERIES A, AS QUALIFIED SCHOOL CONSTRUCTION BONDS, MAKING CERTAIN FINDINGS AND DETERMINATIONS, AND TAKING AND DIRECTING CERTAIN RELATED ACTIONS" ("Resolution No. 2009/201 0-16"); and

WHEREAS, the District Board, for the reasons stated herein, desires to adopt this Resolution to supplement Resolution No. 2009/2010-16 as set forth herein; and

WHEREAS, based upon information and documentation received by the District Board, the District Board desires to take actions to supplement Resolution No. 2009/201 0-16 providing for the issuance of an initial series of the general obligation bonds authorized pursuant to the Bond Election, which general obligation bonds may be issued in full or in part as QSCB Bonds; and

WHEREAS, pursuant to the provisions of Proposition 39, the California Constitution and the Bond Authorization, the District may, pursuant to the provisions and limitations of Article 1 of Chapter 1 .5 of Part 1 0 of Division 1 of Title 1 of the Education Code, proceed to borrow funds as set forth in the provisions and limitations of Chapter 1 of Part 1 0 of Division 1 of Title 1 of the Education Code; and

WHEREAS, Section 15140 of the Education Code of the State of California authorizes the Board of Supervisors of the County ("County Board") offer for sale general obligation bonds in the name and for the benefit of the District pursuant to resolutions adopted by the District Board and the County Board; and

WHEREAS, the Riverside County Superintendent of Schools has jurisdiction over the District and as such, pursuant to Education Code Section 15140(a), authority for the sale of authorized bonds of the District lies with Riverside County; and

WHEREAS, the District Board has determined that it is in the best interests of the District at this time to take certain actions to authorize the issuance of a portion of such authorized but unissued general obligation bonds in the total principal amount of not to exceed

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Twenty-Five Million dollars ($25,000,000) ("Bonds" or "Series A Bonds") and requests the County Board to offer the Series A Bonds for sale upon the terms and conditions set forth herein; and

\VHEREAS, California statutory provisions require that the District comply with certain accountability measures, as further described below, which the District will comply with during the course of issuing the Series A Bonds and/or expending the Series A Bond proceeds; and

WHEREAS, Proposition 39, and related California statutory provisions, require that the District comply with various accountability measures, as further described below, which the District has either previously complied with, is complying with or will comply with, during the course of issuing the Series A Bonds and/or expending the Series A Bond proceeds; and

WHEREAS, the District Board has received additional information concerning the sale of the Series A Bonds, including, but not limited to, information concerning anticipated costs of issuance of the Series A Bonds; and

WHEREAS, based on information presented to the District Board, it is the intent of the District Board that the Series A Bonds may be sold at a negotiated sale, through the County, which sale may be to ·a joint powers agency (''JPA") formed pursuant to the provisions of California Government Code Sections 6500, et seq., in order to participate in a financing transaction which is expected to have positive benefits for the School District, as previously described to this District Board; and

WHEREAS, the aforementioned JPA is expected to issue revenue bonds ("JPA Bonds~') secured by the payment of principal and interest on the Series A Bonds, as further described herein; and

WHEREAS, in order to sell Series A Bonds to the specified JPA, the District must enter into an Associate Membership Agreement ("Associate Membership Agreement") with the specified JPA and the form of such Associate Membership Agreement has been presented to this District Board; and

WHEREAS, a form of the Preliminary Official Statement relating to the Series A Bonds and the JPA Bonds has been presented to this District Board; and

WHEREAS, the District Board has been presented with the forms of a Bond Purchase Agreement ("Purchase Agreement(s)") and a Continuing Disclosure Certificate relating to the Series A Bonds, which documents are on file with the Clerk of the District Board; and

WHEREAS, based upon documentation presented to the District Board, the District Board is prepared to make certain findings and determinations, and direct certain actions, concerning the issuance and sale of the Series A Bonds; and

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WHEREAS, the District Board requests that the Auditor-Controller of the County levy on its 20 I 0/20 II tax roll, and all subsequent tax rolls, taxes to be levied against property within the boundaries of the District, in an amount sufficient to pay the principal and interest on the Series A Bonds; and

WHEREAS, all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including the Series A Bonds, is within all limits prescribed by law; and

WHEREAS, based on the foregoing, the District Board has determined that it is appropriate to adopt this resolution, including making certain findings and directing certain related actions concerning the Series A Bonds be issued by the District and sold through the County on behalf of the District.

NOW, THEREFORE, THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Incorporation of Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

Section 2. Supplemental Resolution. This Resolution is supplemental to Resolution No. 2009/201 O-I6 and it is the intention and directive of the District Board that the two Resolutions shall be read together. This Resolution constitutes the Supplemental Issuance Resolution as described in Resolution No. 2009/2010-16. In the event of a conflict between this Resolution and Resolution No. 2009/20IO-I6, the terms and provisions of this Resolution shall control. Subject to the foregoing sentence, terms and phrases defined in Resolution No. 2009/20I O-I6 shall have the same meaning(s) when used herein.

Section 3. Conditions Precedent. The District Board determines that all acts and conditions necessary to be performed by the District Board or to have been met precedent to and in the issuing and sale of the Series A Bonds in order to make them legal, valid and binding general obligations of the District, secured by the levy of ad valorem taxes, have been performed and have been met, or will at the time of delivery of the Series A Bonds have been performed and met, in regular and due form as required by law; that the County Board and the appropriate officers of the County each have the power and are obligated to levy ad valorem taxes for the payment of the Series A Bonds and the interest thereon without limitation as to rate or amount upon aiJ property within the District subject to taxation (except for certain classes of personal property); and that no statutory or Constitutional limitation of indebtedness or taxation wil1 have been exceeded in the issuance of the Series A Bonds.

Section 4. Purpose of Bonds.

(a) The Series A Bonds of the District in the aggregate principal amount of not to exceed $25,000,000 shall be offered for sale, the proceeds of which are to be used for the purposes set out in District Resolution No. 2007/2008-11 and as approved at the Bond Election

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and to pay necessary and appropriate costs or expenses incurred in the issuance of the Series A Bonds pursuant to Education Code Sections 15145 and 15146 and applicable State law.

(b) The net construction proceeds of those Series A Bonds issued as QSCB Bonds shal1 be expended only upon projects and facilities permitted under the provisions of applicable federal law, as further set forth herein.

Section 5. Authority for Issuance of Bonds. The Series A Bonds shall be issued and sold by the County pursuant to and in accordance with the California Constitution, the provisions of Proposition 39, the Bond Authorization, Resolution No. 2009/2010-16, this Resolution, the County Resolution (as defined herein), Education Code Sections 15264, 15266, 151 00 et seq. and 15140 et seq. and other applicable State law.

Section 6. Certain Definitions. Unless otherwise set forth herein, as used in this Resolution, the terms and phrases set forth below sha11 have the following meanings ascribed to them:

"ARRA" or "Recovery Act" shall mean the American Recovery and Reinvestment Act of2009 adopted by the Congress ofthe United States and signed into law on February 17,2009, as amended and supplemented.

"Available Project Proceeds" means (i) the proceeds from the sale of the Series A Bonds, (ii) less costs of issuing the Series A Bonds paid from proceeds of the sale of the Series A Bonds (not exceeding 2% of the proceeds of the sale thereof), plus (iii) investment earnings on the difference between (i)- (ii).

"'Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Series A Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Series A Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code.

"Expenditure Period" means the "expenditure period" defined in Section 54A(d)(2)(B)(ii) of the Code and consists of the period beginning on the date of issuance of the Series A Bonds and ending on the later of the date which is three years after the date of such issuance or such later date, if any, as permitted by the Internal Revenue Service in response to a request to extend the Expenditure Period.

"JP A" shall mean the California Qualified School Bond Joint Powers Authority, or any other joint powers agency formed pursuant to the provisions of the California Government Code Sections 6500, et seq.

"Non-QSCB Bond(s)" shall mean any Series A Bond which is not issued and sold as a Qualified School Construction Bond, whether or not such bond is sold to a JPA. Non-QSCB Bonds may, or may not, be Tax-Exempt Bonds.

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"Tax-Exempt Bond(s)" shall mean any issued and sold Series A Bond, which has received and opinion of Bond Counsel to the effect that the interest paid on such Series A Bond is exempt from income taxes under then-applicable federal tax law.

"QSCB Bond" shall mean any Series A Bond issued, sold and designated as a Qualified School Construction Bond under the provisions and requirements of the ARRA and the Code and corresponding limitations and requirements, whether or not such QSCB Bond is sold to a JPA.

"Qualified Purposes" means the construction, rehabilitation, or repair of a public school facility or for the acquisition of land on which such a facility is to be constructed with part of the Available Project Proceeds as described in Section 54F(a)(l) of the Code. Expenditures for costs of acquisition of equipment to be used in such portion of the public school facility that that is being constructed, rehabilitated, or repaired with proceeds of the Series A Bonds constitute a Qualified Purpose.

Section 7. Designation. The Series A Bonds authorized pursuant to Resolution No. 2009/2010-16, the terms and conditions of this Resolution and the County Resolution (as defined in Resolution No. 2009/201 0-16) shall be designated as "Palm Springs Unified School District General Obligation Bonds, 2008 Election, Series A" or such other designation as the Superintendent of the District ("Superintendent") or such officers of the District as authorized and designated in writing by the Superintendent (each a "Designated Officer") may approve. The Series A Bonds shall otherwise conform to the requirements set forth in Resolution No. 2009/2010-16, within this Resolution, the applicable Purchase Agreement(s) and in the County Resolution.

Section 8. Sale of Bonds.

(a) The County Board is hereby authorized and directed to sell an aggregate principal amount of not to exceed $25,000,000 of Series A Bonds authorized at the aforementioned Bond Election.

(b) All or a portion of the Series A Bonds may be sold to a JPA pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, as amended, being California Government Code Sections 6584, et seq .. In such it is expected that all or a portion of the Series A Bonds will be purchased by the JPA with the proceeds of its revenue bonds (the JPA Bonds), which JPA Bonds will be secured through debt service payments made on the Series A Bonds. The sale of the Series A Bonds to the JPA and the corresponding issuance and sale of the JPA Bonds is expected to be in the best interests of the District based on documentation and information furnished to the District Board.

(c) The Series A Bonds may be issued in one or more sub-series as shall be determined by a Designated Officer of the District as set out in the applicable Purchase Agreement(s). Each sub-series of the Series A Bonds may be issued as QSCB Bonds or Non­QSCB Bonds (which latter may be Tax-Exempt Bonds) as shall be determined by a Designated Officer of the District in the applicable Purchase Agreement(s).

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The proceeds of the Series A Bonds shall be expended for the purposes set forth in the ballot submitted to the voters, approved in the Bond Election and subject to State law (and subject to the limitations herein described if the Series A Bonds are issued as QSCB Bonds). The Series A Bonds shall otherwise conform to the requirements set out in Resolution No. 2009/201 0-16, herein and in the County Resolution.

(d) Notwithstanding the foregoing provtsJons of this Section 8, one or more maturities of the Series A Bonds are authorized to be sold as federally taxable bonds to an underwriter, investment bank or other financial institution as shall be designated by the Superintendent or the Designated Officer, rather than to the JPA, pursuant to the Purchase Agreement which is approved hereunder and pursuant to Section 10. The proceeds of sale of such Series A Bonds shall be applied to pay the costs of issuing the Series A Bonds and the JPA Bonds which exceed the amount of such costs which are permitted to be paid from the proceeds of the JPA Bonds under applicable federal tax law. Such Series A Bonds shall as Non-QSCB Bonds be sold on such terms and conditions as shall be approved by the Superintendent or the Designated Officer; provided that the rate of interest on such Series A Bonds shall not exceed 6.50% per annum and the amount of purchaser's discount at which such Series A Bonds are sold shall not exceed $20,000. Such Series A Bonds shall as QSCB Bonds be sold on such terms and conditions as shall be approved by the Superintendent or the Designated Officer; provided that the rate of interest on such Series A Bonds shall not exceed 1 0% per annum and the amount of purchaser's discount at which such Series A Bonds are sold shall not exceed 2.5% of the par amount of such bonds.

Section 9. Negotiated Sale. The County Board is hereby requested to issue the Series A Bonds to be sold at a negotiated sale in accordance with the terms and conditions, including provisions for the optional, and special mandatory, redemption of the Series A Bonds, set forth in Resolution No. 2009/2010-16, this Resolution, the County Resolution and in the Purchase Agreement(s) by and among Riverside County, District and the purchaser of the Series A Bonds (the Purchaser, as defined below), the form of which is attached hereto as Exhibit "A" and incorporated herein by this reference.

Section 10. Form of Purchase Agreement(sl; Delegation.

(a) The form of the Purchase Agreement is hereby approved.

(b) The Superintendent and the Designated Officer(s) are, and each of them acting alone hereby is, authorized to execute and deliver, with the Riverside County Treasurer ("Treasurer"), to the Purchaser the Purchase Agreement(s) on behalf of the District, with such changes therein as the Designated Officer executing the same on behalf of the District may approve, in his or her discretion, as being in the best interests of the District and subject to the terms and conditions set forth in Resolution No. 2009/2010-16, herein and in the County Resolution. Such approval shaH be conclusively evidenced by such Designated Officer's execution and delivery thereof.

(c) The Designated Officer, in consultation with Dale Scott & Co. ("Financial Advisor") and the County Treasurer ("Treasurer"), is authorized and directed to:

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(i) establish or modify the terms of redemption of the Series A Bonds, or any sub-series thereof, and establish the final principal amount of the Series A Bonds, or any sub-series thereof, provided, however, that such principal amount, in the aggregate, shall not exceed $25,000,000;

(ii) Sel1 the Series A Bonds, in consultation with the Treasurer, at a rate or rates which, in the opinion of Dale Scott & Company Inc., as Financial Advisor to the District, will provide a total debt service that is equal to or less than the total debt service that the Series A Bonds would produce if sold as tax-exempt bonds on the date of sale thereof.

(iii) negotiate the term of the Series A Bonds, or any sub-series thereof, which shaH be for not more than 25 years from the date of issuance;

(iv) determine, subject to the provisions of Resolution No. 2009/2010-16, this Resolution and the County Resolution, whether the Series A Bonds shall be issued in one or more sub-series for purposes of issuance and sale, the respective principal amounts, maturity dates, interest rate or rates or yield or yields to maturity or the methods of determining such interest rate or rates, interest payment dates, redemption provisions and authorized denomination(s) (not exceeding the aggregate principal amount of each maturity) of the Series A Bonds or each sub-series thereof and any other provisions necessary to comply with the provisions of Resolution No. 2009/2010-16, this Resolution and the County Resolution or deemed necessary or advisable by such Designated Officer and which provisions are not in conflict with or in substitution for the provisions of the provisions of Resolution No. 2009/201 0-16, this Resolution and the County Resolution;

(v) determine whether each sub-series of the Series A Bonds shall be issued as either QSCB Bonds or Non-QSCB Bonds (which latter may be Tax­Exempt Bonds);

(vi) determine the application of the proceeds of the Series A Bonds for the purposes stated herein, including, without limitation, the amount of capitalized interest, if any, that will be funded for each sub-series of the Series A Bonds from the proceeds of the Series A Bonds and the date or dates through which such capitalized interest will be funded;

(vii) omit from, add to or incorporate into the designation and title of the Series A Bonds contained in Section 7 of this Resolution any provision, or modify such designation or title in any other manner, in which may be deemed necessary or advisable by such Designated Officer in connection with the issuance, sale and delivery of, and security for, each sub-series of the Series A Bonds and which is not inconsistent with Resolution No. 2009/2010-16, this Resolution and the County Resolution;

8

(viii) In connection with any of the transactions authorized by Resolution No. 2009/2010-16, this Resolution and the County Resolution, to make such amendments, modifications and revisions to the form(s) of the Series A Bonds prior to, or simultaneously with, the issuance of the initial sub­series of the Series A Bonds as (i) may be requested by any rating agency in connection with obtaining a rating on any sub-series of the Series A Bonds from such rating agency, (ii) may be requested by the JPA in connection with obtaining a bond insurance policy in connection with any of the Series A Bonds and/or JPA Bonds, (iii) the Designated Officer of the District may determine, in consultation with the Bond Counsel, are necessary or advisable in order to (a) reflect the actual provisions of this Resolution that shall be applicable to any sub-series of the Series A Bonds, or (b) facilitate the issuance and sale of the Series A Bonds (including the issuance and sale of any sub-series of the Series A Bonds as QSCB Bonds for purposes of the ARRA) and to provide a mechanism for paying all or a portion of the costs and expenses incurred by the District in connection with the transactions contemplated by this Resolution, including, without limitation, the costs and expenses described in Section 19; and

(ix) make such other determinations, to execute such other documents. instruments and papers, and to do such acts and things as may be necessary or advisable in connection with any sub-series of the Series A Bonds being treated as Qualified School Construction Bonds for purposes of the ARRA or any of the other transactions contemplated by Resolution No. 2009/2010-16, this Resolution and the County Resolution and which are not inconsistent with the provisions thereof.

Section 11. Building Fund; Debt Service Fund and Rebate Fund.

(a) Building Fund. Upon the issuance and sale of the Series A Bonds, the District Board requests that the Treasurer of the County establish and create the "Palm Springs Unified School District General Obligation Bonds, 2008 Election, Series A, Building Fund," ("Building Fund") which shall be kept separate and distinct from all other District and County funds and into which the Treasurer shall deposit the net proceeds of the sale of the Series A Bonds (except any premium or accrued interest received from the sale}, and certain net proceeds of the JPA Bonds (which shall be transferred to the County Treasurer to be credited to the Building Fund), to be expended as set forth herein and in the County Resolution. Amounts on deposit in the Building Fund shall be expended by the District solely to finance school facilities for which the Series A Bond proceeds are authorized to be expended under the Bond Election, subject to the provisions of Sections 15 and 16 relating to federal tax covenants. Any amounts remaining on deposit in the Building Fund at the expiration of the Expenditure Period shall be withdrawn from the Building Fund and applied to pay the applicable redemption price for the Series A Bonds as set forth in the final purchase and sale documents therefor. The Building Fund shall otherwise be administered as set forth in the County Resolution.

(b) Debt Service Fund. Upon the issuance ,and sale of the Series A Bonds, the District Board shall request that the Treasurer establish and create the "Palm Springs Unified

9

School District General Obligation Bonds, 2008 Election Series A, Debt Service Fund" ("Debt Service Fund") which shall be kept separate and distinct from all other District and County funds to be used for the payment of accreted value or principal of and interest on the Series A Bonds, as the case may be, and administrative costs and expenses for the Series A Bonds, including fees and expenses of the Paying Agent. The Debt Service Fund shall otherwise be administered as set forth in the County Resolution.

(c) Rebate Fund. Upon the issuance and sale of the Series A Bonds, the District Board shall request that the Treasurer establish and create, if and when required, the "Palm Springs Unified School District General Obligation Bonds, 2008 Election Series A, Rebate Fund" ("Rebate Fund"), which fund shall be kept separate and distinct from all other District and County funds and into which the Treasurer shall deposit funds used to satisfy any requirement to make rebate payments to the United States pursuant to Section 148 of the Code. The Rebate Fund shall otherwise be administered as set forth in the County Resolution.

Section 12. Preliminary Official Statement; Official Statement. Pursuant to applicable State law and federal disclosure requirements, the Preliminary Official Statement relating to the issuance and sale of the JPA Bonds and the Series A Bonds is hereby approved in substantially the form presented to the District Board, and the use and distribution of the Preliminary Official Statement and a final Official Statement in connection with the sale of the JPA Bonds and the Series A Bonds is hereby authorized subject to the provisions of this Section. The Designated Officers are, and each of them acting along hereby is, authorized to deliver copies of the Preliminary Official Statement and the Official Statement with such changes therein as such Designated Officer shall approve, in their discretion, as being in the best interests of the District. Upon approval of such changes by such Designated Officer, the Preliminary Official Statement shall be deemed final as of its date except for the omission of certain information as provided in and pursuant to Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The District Board hereby authorizes and directs the Designated Officer to deliver to the Purchaser a certificate to the effect that the District deems the Preliminary Official Statement, in the form approved by the Designed Officer, to be final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended, (except for the omission of certain final pricing, rating and related information as permitted under such Rule).

Section 13. Book-Entry Form. The Series A Bonds may, to the extent required under the applicable Bond Purchase Agreement(s), be initially issued in book-entry form, to be lodged with The Depository Trust Company ("DTC") in New York, New York, which shall be the registered owner of the Series A Bonds issued at the closing in the form of a single, certificated Bond for each maturity. The Designated Officer is hereby authorized to take all actions necessary or appropriate to facilitate such filing and lodgment. The District Board hereby authorizes and directs the Designated Officer to execute and deliver such documents and letter as are necessary or desirable to qualify the Series A Bonds, or any portion thereof, as part of such book-entry form and system to the extent applicable.

Section 14. Collection of Taxes. Pursuant to Education Code Sections 15250 et seq. (or any successor sections thereto) the School District, upon sale and delivery of the Series A Bonds through the County, requests that the County Board take action to levy, or cause to be

10

levied, on all the taxable property in the School District, in addition to all other taxes, a continuing direct ad valorem tax annually during the period the Series A Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series A Bonds, as applicable, when due in accordance with the terms of Resolution No. 2009/2010-16, this Resolution, the Series A Bonds, the County Resolution and the applicable Bond Purchase Agreement(s).

Section 15. Tax Covenants for Tax-Exempt Bonds. The covenants set forth in this Section shall apply to any Series A Bonds which are issued and sold as Tax-Exempt Bonds.

(a) The District, in order to maintain the exclusion from gross income for federal income tax purposes of the interest on the Tax-Exempt Bonds, hereby covenants to comply with each applicable requirements of Section 103 and Sections 141 through 150 of the Code, as set forth in the nonarbitrage (tax) certificate to be provided to the District by Bond Counsel, and executed by the District, on the date of initial delivery of the Tax-Exempt Bonds and incorporated herein by this reference, as a source of guidance for compliance with such provisions.

(b) The District hereby covenants that it shall not, directly or indirectly, use or permit the use of any proceeds of any of the Tax-Exempt Bonds, or of any of the property financed or refinanced with the proceeds of the Tax-Exempt Bonds, or other funds of the District, or take or omit to take any action that would cause the Tax-Exempt Bonds to be deemed "arbitrage bonds" within the meaning of Section 148 of the Code. To that end, the District shall comply with all requirements of Section 148 of the Code and all regulations of the United States Department of the Treasury promulgated under that section or any successor section to the extent that such requirements are in effect and applicable to the Tax-Exempt Bonds.

(c) The District covenants that it shall (i) make all calculations in a reasonable and prudent fashion relating to any rebate or excess investment earnings on the proceeds of the Tax­Exempt Bonds due to the United State Treasury; and (ii) cause to be segregated and set aside from lawfully available sources held in the County treasury the amount such calculations indicate may be required to be paid to the United State Treasury. Based on such rebate calculations, the District will, to the extent required, cause to be set aside, from monies lawfully available, the amount of such rebate in a separate fund that the District hereby agrees to cause to be established and maintained as set forth in Section 11 hereof and in the County Resolution.

(d) The District represents that it shall not take any action, or fail to take any action if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Tax-Exempt Bonds under Section 103 of the Code.

Section 16. Covenants for Compliance with ARRA with Respect to Series A Bonds Issued as OSCB Bonds. The covenants set forth in this Section shall apply to any Series A Bonds which are issued and sold as QSCB Bonds.

(a) Qualified School Construction Project. The District shall assure that all of the Available Project Proceeds will be used for Qualified Purposes in accordance with Section 54F(a)(l) of the Code.

11

(b) Designation of Bonds as Qualified School Construction Bonds; Delegation. The District hereby authorizes the Designated Officer to designate the Series A Bonds issued and sold as QSCB Bonds as qualified school construction bonds for purposes of Section 54F(a)(3) of the Code.

(c) Three Year Expenditure of Proceeds for Qualified Pumoses. The District reasonably expects to expend all of the Available Project Proceeds for Qualified Purposes within the Expenditure Period. To the extent that less than 1 00% of the Available Project Proceeds are expended for Qualified Purposes by the end of the Expenditure Period, aJI nonqualified bonds (as determined under Section 142 of the Code) shall be redeemed within 90 days of the end of the Expenditure Period, in accordance with the requirements of Section 54A(d)(2)(B) of the Code in the time and manner prescribed by the Code.

(d) Binding Commitment to Spend Available Project Proceeds. The District will, within six months of the date the JPA Bonds are issued, enter into a substantial binding obligation to a third party to spend at least I 0% of the Available Project Proceeds for Qualified Purposes.

(e) Financing Capital Expenditures, No Working Capital. AJI Available Project Proceeds will be spent on capital expenditures with a reasonably expected economic life of one year or more.

(f) Limitation on Issuance Costs. No proceeds of the Series A Bonds and investment earnings thereon, in an amount in excess of2% of the proceeds ofthe sale of the Series A Bonds, will be used to pay costs of issuing of the Series A Bonds. If the fees of the original purchaser are retained as a discount on the purchase of the Series A Bonds, such retention shall be deemed to be an expenditure of proceeds of the Series A Bonds for such fees.

(g) Qualified Issuer. The District is local government qualified to issue the Series A Bonds under Section 54F(a)(2) of the Code. The District has established and currently operates the various public school sites with r~spect to which the Available Project Proceeds will be spent.

(h) No Arbitrage. The District shall not take, or permit or suffer to be taken by the Paying Agent or the District or otherwise, any action with respect to the proceeds of the Series A Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Series A Bonds would have caused the Series A Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code as modified by Section 54A(d)(4) of the Code.

(i) Arbitrage and Rebate Compliance. The District shall not take, or permit or suffer to be taken by the Paying Agent, the District or otherwise, any action with respect to the proceeds of the Series A Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Series A Bonds would have caused the Series A Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. The District shall take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings,

12

if any, to the federal government, to the extent that such section is applicable to the Series A Bonds. For purposes of this sub-paragraph, investments of Available Project Proceeds during the Expenditure Period are deemed to comply with the requirements and limitations of Section 148 of the Code.

U) Prohibition on Financial Conflicts of Interest. The District hereby covenants and agrees to comply with all State and local law requirements governing conflicts of interest as such requirements may relate, directly or indirectly, to the Series A Bonds. The District hereby covenants and agrees to comply with any conflict of interest rules prescribed by the IRS or United States Department of Treasury governing the appropriate Member of Congress, Federal, State, and local officials, and their spouses as such rules may apply to the Series A Bonds while the Series A Bonds remain outstanding.

(k) Davis-Bacon Act Requirements. The District hereby covenants and agrees to comply with the wage rate requirements of Title 40, Subtitle II, Part A, Chapter 31, Subchapter IV of the United States Code as such requirements relate to the proceeds of the Series A Bonds.

(1) Extraordinary Mandatory Redemption Requirements. The District recognizes that in the event and to the extent that the District fails to expend all of the proceeds on deposit in the Building Fund within the Expenditure Period, the JPA Bonds shall be subject to extraordinary mandatory redemption on the date on which the Series A Bonds are subject to extraordinary mandatory redemption under the provisions of the County Resolution and the Bond Purchase Agreement (being a date which is not more than 90 days following the expiration of the Expenditure Period) upon the terms and conditions that shall be set forth in the County Resolution and the Bond Purchase Agreement. Such extraordinary mandatory redemption is required in order to maintain the status of the Series A Bonds, and the JPA Bonds, as Qualified School Construction Bonds.

The District hereby covenants that it shall take all actions necessary to complete such extraordinary mandatory redemption within the time periods required by the ARRA and/or the Code in the event such actions become necessary to maintain the status of the Series A Bonds, and the JPA Bonds as Qualified School Construction Bonds. Such actions shall include, but shall not be limited to, the retention of consultants (which may include accountancy services) in order to calculate the amount of the then-outstanding Series A Bonds required to be redeemed as part of such extraordinary mandatory redemption.

The redemption price of any Series A Bonds under this Section 16( I) and the terms of the County Resolution and the Series A Bonds shall be payable solely from a portion of the amounts held by the Treasurer in the Building fund at the expiration of the Expenditure Period and shall be paid to the owners of the Series A Bonds for the corresponding redemption of JP A Bonds under the terms of the JP A Bond Indenture.

Section 17. Continuing Disclosure. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate (as defined below). Notwithstanding any other provisions of this Resolution, failure of the District to comply with the provisions of the Continuing Disclosure Certificate shall not be considered a default by the District hereunder or under the Series A Bonds; however, any purchaser or any

13

holder or beneficial Owner of the Series A Bonds may take such actions as may be necessary and appropriate to compel performance therewith, including seeking mandate or specific performance by court order.

For purposes of this Section, "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Series A Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. A form of the Continuing Disclosure Certificate is attached hereto as Exhibit "B" and incorporated by reference herein. The Designated Officer(s) are hereby authorized to approve, execute and deliver the final form of the Continuing Disclosure Certificate with such changes, insertions and deletions as may be approved by the Designated Officer, Disclosure Counsel and Bond Counsel, which approval shall be conclusively evidenced by execution and delivery thereof.

Section 18. Countv Books and Accounts. The Treasurer and the County are requested to keep, or cause to be kept, proper books or record and accounts to record (i) the amount of taxes collected pursuant to Section 14 hereof, (ii) all deposits, expenditures and investment earnings on the funds and accounts set out in the County Resolution, and (iii) all transfers of funds for the payment of principal, interest or redemption premiums on the Series A Bonds. The Treasurer is requested to provide regular periodic statements of such accounts to the District.

Section 19. Additional Findings and Directives. Pursuant to Education Code Section 15146(b) and (c), the District Board hereby finds, determines and directs as follows:

(a) The Series A Bonds shall be sold by negotiated sale as set forth in Sections 8, 9 and 10 of this Resolution and elsewhere herein.

(b) The Series A Bonds shall be sold by negotiated sale inasmuch as: (i) the sale of Series A Bonds to the JPA is expected to result in additional proceeds to the District to construct and acquire school facilities projects for which the Series A Bond funds may be expended, (ii) such a sale will allow the District to utilize the services of consultants who are familiar with the financial needs, status and plans of the District; and (iii) such a sale will allow the District to utilize the services of consultants at a lower cost than selecting, retaining and utilizing the services of consultants who are not familiar with the District, its financing needs and related matters.

(c) The District is represented by Dale Scott & Co., as its Financial Advisor, Bowie, Arneson, Wiles & Giannone as Bond Counsel to the District and Jones Hall as Disclosure Counsel to the District. The underwriter(s)/purchaser(s) of the JPA Bonds have not yet been determined and shall be disclosed once such underwriter(s)/purchaser(s) are selected.

(d) The District Board estimates that the costs associated with the issuance of the Series A Bonds, including compensation to the underwriter(s)/purchaser(s) and any such costs which the underwriter(s)/purchaser(s) agrees to pay pursuant to the bid and sale documents for the Series A Bonds, are set forth in Exhibit "C", attached hereto and incorporated herein by this reference. Such estimated costs of issuance of the Series A Bonds include, but are not limited to,

14

costs of bond insurance, Bond Counsel and Disclosure Counsel fees and expenses, Financial Advisor fees and costs, rating agency fees, County costs, printing costs and related costs and expenses. All such figures are estimates and shall not constrain or limit the District as to the issuance and sale of the Series A Bonds pursuant to the directives and conditions set forth herein.

(e) The District Board hereby directs that following the sale of the Series A Bonds, the District Board shall be presented with the actual costs of sale, issuance and delivery costs of the Series A Bonds at the next occurring meeting of the District Board for which such information can be determined and presented in accordance with State law.

(f) The District Board hereby directs that following the sale and delivery of the Series A Bonds that an itemized summary of the costs ofthe sale, issuance and delivery costs of the Series A Bonds shall be provided to the California Debt and Investment Advisory Commission (CDIAC). The District Board hereby determines that submission of such information as part of the filing of the Report of Final Sale for the Series A Bonds and/or the JPA Bonds made to CDIAC pursuant to State law, including Government Code Section 8855, shall constitute compliance with the requirements of Education Code Section 15146(c)(2).

(g) The District Board hereby directs that as part of the authorization for issuance, sale, issuance and delivery of the Series A Bonds that all necessary filings with CDIAC shall be completed by the District staff and/or consultants or counsel on behalf of the District. The District Board directs that confirmation of such filings shall be included in the transcript of agreements, resolutions, proceedings and 'documents prepared and delivered in connection with the authorization for issuance, sale, issuance and delivery of the Series A Bonds.

Section 20. Approval of Associate Membership Agreement. The Associate Membership Agreement, between the District and the California Qualified School Bond Joint Powers Authority ("Authority"), in substantially the form on file with the Clerk of the Board, together with any changes therein or modifications thereof which are approved by the Designated Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or modifications. The Designated Officer is authorized to execute and deliver the final form ofthe Associate Membership Agreement in the name and on behalfofthe District.

Section 21. Approval of Actions. All actions heretofore taken by officers and agents of the District with respect to the sale and issuance of the Series A Bonds to this point in time are hereby approved, confirmed and ratified. The President and Clerk of the District Board and the Superintendent and the Designated Officer(s) are each authorized and directed in the name and on behalf of the District 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 consummate the lawful issuance, sale and delivery of the Series A Bonds pursuant to the terms hereof and of the Supplemental Issuance Resolution. Whenever in this Resolution any officer of the District 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 case such officer shall be absent or unavailable.

15

Section 22. Other Actions. The President, Clerk and Secretary of the District Board, and the Designated Officers of the District, are authorized and directed to execute all documents and to take all actions necessary to cause or facilitate the issuance of the Series A Bonds pursuant to the terms hereof and of the Supplemental Issuance Resolution.

Section 23. Partial Invaliditv; Severabilitv. If any one of the findings, determinations, directions or portions thereof, provided in this Resolution on the part of the District to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreement or portions thereof and shall in no way affect the validity of this Resolution or of the Series A Bonds; but the Bond owners shall retain all rights and benefits accorded to them under ariy applicable provisions of law. The District hereby declares that it would have entered into this Resolution and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Series A Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Resolution or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 24. Suoolemental District Resolution(s). For any one or more of the following purposes and at any time or from time to time, a District may adopt a resolution(s) to supplement this Resolution and/or Resolution No. 2009/20101-6 (each a "Supplemental District Resolution''), which, without the requirement of consent of the owners or holders of the Series A Bonds, shall be fully effective in accordance with its terms:

(a) To add to the covenants of the District set forth in this Resolution, other covenants to be observed by the District which are not contrary to or inconsistent with this Resolution; or

(b) To make such additions, deletions or modifications as may be necessary or desirable to assure the qualification of the Series A Bonds as Qualified School Construction Bonds under the Code, in the opinion of JPA Bond Counsel filed with the District.

In the event that such a Supplemental District Resolution is adopted, the District shall furnish certified copies thereof to the County and to the JPA (in the event that any of the Series A Bonds are sold to the JPA).

Section 25. Governing Law. This Resolution shall be construed and governed in accordance with the laws ofthe State of California.

Section 26. County Filing. The Clerk of the District Board is hereby directed to file, or cause to be filed, certified copies of Resolution No. 2009/20 1 0-16 and this Resolution with the Clerk ofthe County Board and the Superintendent of Schools ofthe County.

[Remainder of this page is blank]

BA WG/REA/ih 134468

15030 06.2 I 0/6/09 16

Section 26. Effective Date. This Resolution shall take effect immediately upon adoption.

ADOPTED, SIGNED AND APPROVED this 131h day of October, 2009.

BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT

ATTEST:

Board of

17

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

) ) ss. )

I, Justin Blake, Clerk of the Board of Education of the Palm Springs Unified School District, do hereby certify that the foregoing resolution was duly adopted by the Board of Education of such School District at a meeting of said Board held on the 13th day of October, 2009, of which meeting all of the members of the Board had due notice and at which a quorum thereof were present and acting throughout and for which notice and an agenda was prepared and posted as required by law and that at such meeting such resolution was adopted by the following vote:

AYES: Clapp, Jeandron, Shoenberger

NOES:

ABSTAIN:

ABSENT: Blake, Stewart

18

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

) ) ss. )

I, Justin Blake, Clerk of the Board of Education of the Palm Springs Unified School District, do hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2009/2010-22 of such Board and that the same has not been amended or repealed.

Dated: October 13, 2009

19

EXIDBIT "A"

FORM OF BOND PURCHASE AGREEMENT

$ ___ _ Palm Springs Unified School District

General Obligation Bonds 2008 Election, Series A

(Qualified School Construction Bonds)

DISTRICT BOND PURCHASE AGREEMENT

Palm Springs Unified School District Palm Springs, California

December __, 2009

Draft of October 5, 2009

This DISTRICT BOND PURCHASE AGREEMENT (this 11 Purchase Agreement"), dated December__, 2009, is between the PALM SPRINGS UNIFIED SCHOOL DISTRICT, a unified school district organized and existing under the Constitution and laws of the State of California (the "District"), and the CALIFORNIA QUALIFIED SCHOOL CONSTRUCTION BOND JOINT POWERS AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the'' Authority");

BACKGROUND:

1. The Authority is a joint exercise of powers authority duly organized and. existing 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, and is authorized under Article 4 thereof (the 11 Bond Law") to borrow money for the purpose of providing funds to purchase local obligations issued by local agencies in the State of California and for the purpose of financing the acquisition and construction of public capital improvements.

2. The District is authorized to issue Qualified School Construction Bonds in the aggregate amount of $25,000,000 for the purpose of financing the construction, rehabilitation, or repair of public school facilities or for the acquisition of land on which such facilities are to be constructed (the "QSCB Projects").

3. In order to provide financing for the QSCB Projects on terms which are the most favorable to the District, the District has requested the Authority to issue its bonds under the Bond Law on behalf of the District, which bonds are designated as the Qualified School Construction Bonds for which the District has received an allocation.

4. To that end, the Board of Education of the District has adopted its Resolution No. _ on October 13, 2009 and the Board of Supervisors of Riverside County has adopted its

Resolution No._ on November ___J 2009 (the "Bond Resolution''), authorizing the issuance of Palm Springs Unified School District (Riverside County, California) General Obligation Bonds 2008 Election, Series A (the "District Bonds") for the purpose of providing funds to finance the QSCB Projects.

5. The Governing Board of the Authority has authorized the issuance of its California Qualified School Construction Bond Joint Powers Authority 2009 General Obligation Revenue Bonds (Palm Springs Unified School District Qualified School Construction Bonds) in the aggregate principal amount of$ (the" Authority Bonds") under the Bond Law and the provisions of an Indenture of Trust dated as of December 1, 2009 (the 11 Authority Bond Indenture"), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the" Authority Bond Trustee"), for the purpose of purchasing the District Bonds as provided herein.

6. The District Bonds are payable from ad valorem property taxes levied on taxable properties in the District, and the revenues derived from the payment of principal of and interest on the District Bonds will be sufficient in time and amount to pay debt service on the Authority Bonds as it comes due.

AGREEMENT:

For and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows:

SECTION 1. Terms of District Bonds. The District hereby agrees to issue the District Bonds on December ___J 2009 (the "Closing Date"). The District Bonds shall be issued as Capital Appreciation Bonds maturing on September 16 in each of the years, and accreting interest at the Yields to Maturity, as set forth in the following schedule:

Maturity Date (Septem her 16)

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Principal Amount

-2-

Yield to Maturi1y

SECflON 2. Sale of District Bonds to Authority. The District hereby agrees to sell the District Bonds to the Authority for delivery on the Closing Date. The Authority hereby agrees to purchase the District Bonds from the District on the Closing Date for a purchase price equal to $ being the par amount of the District Bonds. The purchase price of the District Bonds shall be paid from a portion of the Authority Bonds. The District hereby directs the Authority to cause the purchase price of the District Bonds to be paid to U.S. Bank National Association, as paying agent for the District Bonds (the 11 Paying Agent"), to be applied as follows:

(a) The amount of$ shall be paid to the Riverside County Treasurer-Tax Collector, for deposit in the Building Fund which is established under the Paying Agent Agreement and maintained by the County Treasurer.

(b) The amount of $ shall be deposited by the Paying Agent in the Costs of Issuance Fund which is established under the Authority Bond Indenture and maintained by the Paying Agent.

SECfiON 4. Registered Ownership of District Bonds. Under the Authority Bond Indenture, the Authority has transferred and assigned all of its right, title and interest in the District Bonds to the Authority Bond Trustee for the security of the Authority Bonds. The District and the Authority agree that upon the acquisition of the District Bonds on the Closing Date, the ownership of the District Bonds will be transferred to and vested in the Authority Bond Trustee.

SECTION 5. Closing. At 9:00A.M., California time, on December_, 2009, or at such other time or on such other date as shall have been mutually agreed upon by the District and the Authority (the ~~Closing Date~~), the District will deliver the District Bonds to the Authority Bond Trustee, duly executed and registered in the name of the Authority Bond Trustee; and the Authority Bond Trustee will accept such delivery and pay the purchase price thereof in immediately available funds by wire transfer to the account of the Paying Agent.

SECTION 6. Conditions to Closing. The Authority has entered into this Purchase Agreement in reliance upon the representations and warranties of the District contained herein and the performance by the District of its obligations hereunder, both as of the date hereof and as of the date of Closing. The Authority's obligations under this Purchase Agreement are and shaH be subject to the following further conditions at the Closing Date:

(a) Representations True. The representations and warranties of the District contained herein shall be true, complete and correct in all material respects at the date hereof and at and as of the Closing Date as if made on and as of the Closing Date, and the statements made in all certificates and other documents delivered to the Authority on the Closing Date pursuant hereto shall be true, complete and correct in all material respects on the Closing Date; and each of the District shall be in compliance with each of the agreements made by it in this Purchase Agreement;

(b) Obligations Performed. On the Closing Date, (i) the Official Statement, this Purchase Agreement and the Paying Agent Agreement shall not have been amended, modified or supplemented except as may have been agreed to in

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writing by the Authority; and (ii) all actions under the Bond Law which, in the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California (11 Bond Counsel"), shall be necessary in connection with the transactions contemplated hereby shall have been duly taken and shall be in full force and effect.

(c) Delivery of Documents. On or before the Closing Date, the District shall deliver (or cause to be delivered) sufficient copies of the following documents, in each case dated as of the Closing Date and satisfactory in form and substance to the Authority:

(1} Bond Counsel Opinion. An approving opinion of Bond Counsel, as to the validity of the District Bonds, addressed to the District, the Authority and the Authority Bond Trustee.

(2) Certificate of the District. A certificate signed by appropriate officials of the District to the effect that (i) such officials are authorized to execute this Purchase Agreement; (ii) the representations, agreements and warranties of the District herein are true and correct in all material respects as of the date of Closing; and (iii) the District has complied with all the terms of the Paying Agent Agreement and this Purchase Agreement which are necessary to be complied with prior to or before the Closing Date and such documents are in full force and effect.

(3) Paying Agent Agreement. Fully executed copies of the Paying Agent Agreement.

(4) Other Documents. Such additional legal opinions, certificates, proceedings, instruments and other documents as t.J:te Authority or Bond Counsel may reasonably request to evidence (i) compliance by the District with legal requirements, (ii) the truth and accuracy, as of the time of Closing, of the representations of the District herein contained, and (iii) the due performance or satisfaction by the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the District.

(d) Termination. Notwithstanding anything to the contrary herein contained, if for any reason whatsoever the District Bonds have not been delivered by the District to the Authority prior to the close of business, California time, on November_, 2009, then the obligation to purchase District Bonds hereunder shall terminate and be of no further force or effect.

If the District is unable to satisfy the conditions to the Authority's obligations contained in this Purchase Agreement or if the Authority's obligations are terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement may be canceled by the Authority at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the District in writing. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the District hereunder and the performance of any

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and all conditions contained herein for the benefit of the Authority may be waived by the Authority in writing at its sole discretion.

SECTION 7. Execution in Counterparts. This Purchase Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.

SECTION 8. Governing Law. This Purchase Agreement shall be construed and governed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties to this Purchase Agreement have caused this Purchase Agreement to be signed by their respective officers, all as of the day and year first above written.

Palm Springs Unified School District

By ____________________________ __

Assistant Superintendent, Business Services

California Qualified School Construction Bond Joint Powers Authority

By __________________________ ___

President

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EXHIBIT "B"

FORM OF CONTINUING DISCLOSURE CERTIFICATE

$ ___ _ PALM SPRINGS UNIFIED SCHOOL DISTRICT

(Riverside County, California) General Obligation Bonds

2008 Election, Series A (Qualified School Construction Bonds)

CONTINUING DISCLOSURE CERTIFICATE

DRAFT OF OCTOBER 5, 2009

This Continuing Disclosure Certificate (the "Disclosure Certificate"} is executed and delivered by the Palm Springs Unified School District (the "District") in connection with the issuance of $ aggregate principal amount of Palm Springs Unified School District School District (County of Riverside, California) General Obligation Bonds 2008 Election, Series A (Qualified School Construction Bonds) (the "Bonds"). The Bonds are being issued pursuant to Resolutions adopted by the Board of Education of the District on September 22, 2009 and October 13, 2009 and a Resolution adopted by the Board of Supervisors of Riverside County on November 3, 2009 (together, the ~~Bond Resolution"). The District covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the District for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5).

Section 2. Definitions. In addition to the definitions set forth in the Bond Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms have the following meanings:

"Annual Reporf' means any Annual Report provided by the District under and as described in Sections 3 and 4.

"Annual Report Date" means the date that is nine months after the end of the District's fiscal year (currently March 31 based on the District's fiscal year end of June 30).

~~Dissemination Agenf' means the District or any successor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation.

"Listed Events" means any of the events listed in Section 5(a).

"MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule.

"Participating Underwriter' means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

"Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

Section 3. Provision of Annual Reports.

(a) The District shall, or shall cause the Dissemination Agent to provide, not later than nine months after the end of the District's fiscal year (which currently would be March 31 ), commencing no later than March 31, 2010 with the report for the 2008-09 Fiscal Year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than 15 Business Days prior to the Annual Report Date, the District shall provide the Annual Report to the Dissemination Agent (if other than the District). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent {if other than the District) has not received a copy of the Annual Report, the Dissemination Agent shall contact the District to determine if the District is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the District may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the District's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The District shall provid~ a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the District hereunder.

(b) If the District does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the District shall provide (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A.

(c) With respect to the Annual Report, the Dissemination Agent shall:

(i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and

(ii) if the Dissemination Agent is other than the District, file a report with the District certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following:

(a) Audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the District's audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

(b) Unless otherwise provided in the audited financial statements filed on or before the Annual Report Date, financial information and operating data with respect to the District for the

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preceding fiscal year, substantially similar to that provided in the corresponding tables in the Official Statement:

(i) the average daily attendance in District schools on an aggregate basis for the preceding fiscal year;

(ii) pension plan contributions made by the District for the preceding fiscal year;

(iii) aggregate principal amount of short-term borrowings, lease obligations and other long-term borrowings of the District as of the end of the preceding fiscal year;

(iv) description of amount of general fund revenues and expenditures which have been budgeted for the current fiscal year, together with audited actual budget figures for the preceding fiscal year;

(v) the District's total revenue limit for the preceding fiscal year and for the current budget year;

(vi) property tax collection delinquencies for the District, for the most recently completed Fiscal Year, if the District is no longer a participant in the County of Riverside's Teeter Plan; and

(vii) current fiscal year assessed valuation of taxable properties in the District, including assessed valuation of the top ten properties.

(viii) Amount of Bond proceeds, if any, remaining on deposit in the Building Fund.

(c) In addition to any of the information expressly required to be provided under paragraphs (a) and (b) of this Section, the District shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

(d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the District or related public entities, which are available to the public on the MSRB's Internet web site or filed with the Securities and Exchange Commission.

Section 5. Reporting of Significant Events.

(a) The District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:

(1) Principal and interest payment delinquencies.

(2) Non-payment related defaults.

(3) Unscheduled draws on debt service reserves reflecting financial difficulties.

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(4) Unscheduled draws on credit enhancements reflecting financial difficulties.

(5) Substitution of credit or liquidity providers, or their failure to perform.

(6) Adverse tax opinions or events affecting the tax-exempt status of the security.

(7) Modifications to rights of security holders.

(8) Contingent or unscheduled bond calls.

(9) Defeasances.

(1 0) Release, substitution, or sale of property securing repayment of the securities.

(11) Rating changes .

. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall as soon as possible determine if such event would be material under applicable Federal securities law.

(c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the District shall, or shall cause the Dissemination Agent (if not the District) to, promptly file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds.

Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

Section 8. Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent.

Section 9. Amendment: Waiver. Notwithstanding any other provision hereof, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:

(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change

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in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted;

(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirement~ of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Bond Resolution for amendments to the Bond Resolution with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

If the annual financial information or operating data to be provided in the Annual Report is amended under the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the District to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be filed in the same manner as for a Listed Event under Section 5(c).

Section 9. Additional Information. Nothing in this Disclosure Certificate prevents the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the District chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 1 0. Default. If the District fails to comply with any provision of this Disclosure Certificate, any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Bond Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance.

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Section 11. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Date: ____ ,2009 PALM SPRINGS UNIFIED SCHOOL DISTRICT

By: -----------------------Superintendent

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EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT

Name of Obligor: Palm Springs Unified School District

Name of Bond Issue: $ aggregate principal amount of Palm Springs Unified School District (County of Riverside, California) General Obligation Bonds, 2008 Election, Series A (Qualified School Construction Bonds)

Date of Issuance: , 2009

NOTICE IS HEREBY GIVEN to the Municipal Securities Rulemaking Board that the District has not provided an Annual Report with respect to the above-named Bonds as required by the District's Bond Resolution authorizing the issuance of the Bonds. The District anticipates that the Annual Report will be filed by _____ _

Dated:. ____ _

PALM SPRINGS UNIFIED SCHOOL DISTRICT

By _________________ ___

Superintendent

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EXHIBIT "C"

COSTS OF ISSUANCESCHEDULE

Palm Springs Unified School District General Obligation Bonds 2008 Election, Series A $17,000,000

Estimated Costs of Issuance

Dale Scott & Company Inc. Financial Advisor Fee Miscellaneous Expenses CaiMuni Courier & Delivery Official Statement printing and mise expenses

Total

Bond Counsel Bond Counsel Fee Disclosure Counsel Fee Expenses

Total

Disclosure Counsel Disclosure Counsel Fee

Total

Rating Fee Standard & Poor's

Total

Paying Agent and COl Acceptance Paying Agent COl

Total

Underwriters Counsel Fee UCFee

Total

Underwriter Placement Fee for Taxable Bond Taxable Bond COl piece

Total

Total for District GO Transaction

$50,000.00 5,000.00

0.00 1,000.00 7,000.00

$63,000.00

$71,000.00 0.00

3,000.00 $74,000.00

$20,000.00 $20,000.00

$14,000.00 $14,000.00

$250.00 500.00 250.00

$1,000.00

$25,000.00 $25,000.00

$20,000.00 $20,000.00

$217,000.00

California Qualified School Bond )PA 2009 QSCB Bonds

$25,000,000

Estimated Costs of Issuance

Dale Scott & Company Inc. Financial Advisor Fee Miscellaneous Expenses CaiMuni Courier & Delivery Official Statement printing and mise expenses

Total

Bond Counsel Bond Counsel Fee Expenses

Total

Trustee Acceptance Trustee Fees Incidental Expenses COl

Total

JPA Fee California School Bond JPA

Total

Total for QSCB Transaction

Underwriter's Discount at SObp

Total for 2 Transactions

$50,000.00 0.00 0.00 0.00 0.00

$50,000.00

$50,000.00 5,000.00

$55,000.00

$500.00 2,000.00

0.00 500.00

$3,000.00

$18,750.00 $18,750.00

$126,750.00

$125,000.00

$468,750.00

RESOLUTION NO. 2009/2010-70

RESOLUTION OF THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT SUPPLEMENTING RESOLUTION NOS. 2009/2010-16 AND 2009/2010-22, PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF PALM SPRINGS UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, 2008 ELECTION, SERIES A IN FULL OR IN PART AS QUALIFIED SCHOOL CONSTRUCTION BONDS, PRESCRIBING ADDITIONAL TERMS OF SALE OF SUCH BONDS, AUTHORIZING EXECUTION AND DELIVERY OF AN ALTERN ATE BOND PURCHASE AGREEMENT IN CONNECTION WITH SUCH BONDS, MAKING CERTAIN FINDINGS AND DETERMINATIONS AND APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH

WHEREAS, the Palm Springs Unified School District ("District" or "School District") is a public school district organized and operating within the County of Riverside ("County") pursuant to the laws of the State of California ("State"), including, but not limited to, the California Constitution and the California Education Code ("Education Code"); and

WHEREAS, on September 22, 2009, the District's Board of Education "District Board") adopted Resolution No. 2009/2010-16 entitled "RESOLUTION OF THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT DIRECTING ACTIONS FOR THE ISSUANCE AND SALE OF NOT TO EXCEED $25,000,000 PRINCIPAL AMOUNT OF PALM SPRINGS UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, 2008 ELECTION, SERIES A, AS QUALIFIED SCHOOL CONSTRUCTION BONDS, MAKING CERTAIN FINDINGS AND DETERMINATIONS, AND TAKING AND DIRECTING CERTAIN RELATED ACTIONS" ("Resolution No. 2009/201 0-16"); and

WHEREAS, on October 13, 2009, the District Board adopted Resolution No. 2009/2010-22 entitled "RESOLUTION OF THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT SUPPLEMENTING RESOLUTION NO. 2009/2010-16, PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF PALM SPRINGS UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, 2008 ELECTION, SERIES A IN FULL OR IN PART AS QUALIFIED SCHOOL CONSTRUCTION BONDS, PRESCRIBING THE TERMS OF SALE OF SUCH BONDS, AUTHORIZING EXEUCTION AND DELIVERY OF AN OFFICIAL STATEMENT IN CONNECTION WITH SUCH BONDS, AUTHORIZING EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION WITH SUCH BONDS, MAKING CERTAIN FINDINGS AND DETERMINATIONS, PROVIDING CERTAIN COVENANTS ON BEHALF OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT AND APPROVING CERTAIN OTHER DOCUMENTS, AGREEMENTS AND ACTIONS IN CONNECTION THEREWITH" ("Resolution No. 2009/201 0-22" and, collectively with Resolution No. 2009/2010-16, the "Prior Resolutions"); and

WHEREAS, the Prior Resolutions are incorporated herein by this reference and defined terms set forth in the Prior Resolutions shall have the same meaning(s) set forth herein unless otherwise defined herein; and

WHEREAS, following the adoption of the Prior Resolutions, the County Board of Supervisors adopted County Resolution No. 2009-316 ("County Resolution No. 2009-316"), providing for the issuance of the Series A Bonds; and

WHEREAS, pursuant to the terms of the Prior Resolutions and County Resolution No. 2009-316, (and as reflected in and by such prior actions) the issuance of the the Series A Bonds have been authorized pursuant to the applicable provisions of State law and the Bond Election; and

WHEREAS, based upon information and documentation received by the District Board, the District Board desires to take certain actions to supplement the Prior Resolutions; and

WHEREAS, California statutory provisions require that the District comply with certain accountability measures; and

WHEREAS, the District Board has received additional information concerning the proposed sale method of the Series A Bonds, including, but not limited to, information concerning anticipated costs of issuance of the Series A Bonds; and

WHEREAS, the District Board has been presented with a revised/alternate form of a Bond Purchase Agreement ("Revised Purchase Agreement") relating to the Series A Bonds, which document is on file with the Clerk of the District Board; and

WHEREAS, based upon documentation presented to the District Board, the District Board is prepared to make certain findings and determinations, and direct certain actions, to supplement the Prior Resolutions with respect to the Series A Bonds; and

WHEREAS, the District Board desires to request the County Board to supplement County Resolution No. 2009-316 with respect to the issuance of the Series A Bonds and offering the Series A Bonds for sale upon the terms and conditions set forth in the Prior Resolutions, as supplemented by the terms hereof; and

WHEREAS, based on the foregoing, the District Board has determined that it ts appropriate to adopt this Resolution to supplement the Prior Resolutions as set forth herein.

NOW, THEREFORE, THE BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Incorporation of Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

2

Section 2. Prior Authorization for Issuance of the Series A Bonds; Supplemental Resolution.

(a) Pursuant to the prior actions of the District Board, including the adoption of the Prior Resolutions, the District has authorized the issuance of the Series A Bonds.

(b) This Resolution is supplemental to the Prior Resolutions and it is the intention and directive of the District Board that such Prior Resolutions and this Resolution shall be read together. This Resolution constitutes a Supplemental Resolution as described in Resolution No. 2009/2010-16. In the event of a conflict between this Resolution and the Prior Resolutions, the terms and provisions of this Resolution shall control. Subject to the foregoing sentence, terms and phrases defined in Prior Resolutions shall have the same meaning(s) when used herein.

Section 3. Sale of Bonds; Additional Conditions.

The provisions of Sections 8, 9 and 10 of Resolution No. 2009/2010-22 are hereby supplemented as follows:

(a) Pursuant to the prior actions of the District Board, including the adoption of the Prior Resolutions, the District has authorized the issuance of the Series A Bonds.

(b) The County Board is hereby requested to sell the Series A Bonds at a negotiated sale in accordance with the terms and conditions, including, but not limited to, provisions for the special mandatory redemption of the Series A Bonds, provisions for adjustment of interest rates due to a Determination of Disqualification (as defined in the Revised Purchase Agreement) as set forth in the Prior Resolutions, as supplemented by this Resolution, County Resolution No. 2009-316, as supplemented and in the Revised Purchase Agreement by and among the County, the District and the purchaser of the Series A Bonds, the form of which Revised Purchase Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference.

(b) The form of the Revised Purchase Agreement as an alternative method for the sale of the Series A Bonds to the purchaser thereof is hereby approved by the District Board.

(c) The Superintendent and the Designated Officer(s) are, and each of them acting alone hereby is, authorized to execute and deliver, with the Riverside County Treasurer ("Treasurer"), to the Purchaser the Revised Purchase Agreement(s) on behalf of the District, with such changes therein as the Designated Officer executing the same on behalf of the District may approve, in his or her discretion, as being in the best interests of the District and subject to the terms and conditions set forth in the Prior Resolutions, as supplemented hereby, herein and in the County Resolution. Such approval shall be conclusively evidenced by such Designated Officer's execution and delivery thereof. In the event of a conflict between the terms of the Prior Resolutions, as supplemented hereby, and the final terms of the Revised Purchase Agreement, the terms of the Revised Purchase Agreement, as executed and delivered, shall govern.

(d) The District Board has reviewed the terms and conditions set forth in the Revised Purchase Agreement, attached hereto as Exhibit "A." The District Board hereby approves of the

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findings and determinations made therein on behalf of the School District and authorizes the Designated Officer to modify, update, revise or reasonably expand upon such findings and determinations as shall be necessary in order to accomplish the purposes for the Series A Bonds as set forth in the Prior Resolutions and supplemented hereby.

(e) The findings and directives set forth in Section 10 of Resolution No. 2009/2010-22, Section 1 0( c) are hereby ratified and confirmed by this District Board.

Section 4. Sale of Bonds; Disclosure Documentation. To the extent not required by federal laws and regulations, the District Board authorizes the Series A Bonds to be sold the JP A without use of an offering documents, such as a Preliminary Official Statement or Final Official Statement.

Section 5. Additional Findings and Directives. Pursuant to Education Code Section 15146(b) and (c), the District Board hereby finds, determines and directs as follows:

(a) The Series A Bonds shall be sold by negotiated sale as set forth in the Prior Resolutions and this Resolution.

(b) The Series A Bonds shall be sold by negotiated sale inasmuch as: (i) the sale of Series A Bonds to the JP A is expected to result in additional proceeds to the District to construct and acquire school facilities projects for which the Series A Bond funds may be expended, (ii) such a sale will allow the District to utilize the services of consultants who are familiar with the financial needs, status and plans of the District; (iii) such a sale will allow the District to utilize the services of consultants at a lower cost than selecting, retaining and utilizing the services of consultants who are not familiar with the District, its financing needs and related matters; and (iv) such sale is expected to allow the School District and the JPA to utilize a direct sale method for utilization of the School District's QSCB authorization (through a "pass-through" arrangement), allowing for a lower overall cost of financing over a tax-exempt bond issuance.

(c) The District is represented by Dale Scott & Co., as its Financial Advisor, Bowie, Arneson, Wiles & Giannone as Bond Counsel to the District and Jones Hall as Bond Counsel to the JPA.

(d) The District Board estimates that the costs associated with the issuance and sale of the Series A Bonds, including compensation to the underwriter(s)/purchaser(s) and any such costs which the underwriter(s)/purchaser(s) or School District agrees to pay pursuant to the sale documents for the Series A Bonds, are set forth in Exhibit "B", attached hereto and incorporated herein by this reference. Such estimated costs of issuance and sale of the Series A Bonds include, but are not limited to, costs of Bond Counsel and JP A fees and expenses, Financial Advisor fees and costs, Purchaser expenses, County costs, printing costs and related costs and expenses. All such figures are estimates and shall not constrain or limit the District as to the issuance and sale of the Series A Bonds pursuant to the directives and conditions set forth herein.

(e) The District Board hereby directs that following the sale of the Series A Bonds, the District Board shall be presented with the actual costs of sale, issuance and delivery costs of

4

the Series A Bonds at the next occurring meeting of the District Board for which such information can be determined and presented in accordance with State law.

(f) The District Board hereby directs that following the sale and delivery of the Series A Bonds that an itemized summary of the costs of the sale, issuance and delivery costs of the Series A Bonds/JP A Bonds shall be provided to the California Debt and Investment Advisory Commission (CDIAC). The District Board hereby determines that submission of such information as part of the filing of the Report of Final Sale for the Series A Bonds and/or the JPA Bonds made to CDIAC pursuant to State law, including Government Code Section 8855, shall constitute compliance with the requirements of Education Code Section 15146( c )(2).

(g) The District Board hereby directs that as part of the authorization for issuance, sale, issuance and delivery of the Series A Bonds/JP A Bonds that all necessary filings with CDIAC shall be completed by the District or JPA staff and/or consultants or counsel on behalf of the District. The District Board directs that confirmation of such filings shall be included in the transcript of agreements, resolutions, proceedings and documents prepared and delivered in connection with the authorization for issuance, sale, issuance and delivery of the Series A Bonds and the JP A Bonds.

Section 6. Other Actions. The President, Clerk and Secretary of the District Board, and the Designated Officers of the District, are authorized and directed to execute all documents and to take all actions necessary to cause or facilitate the sale of the Series A Bonds pursuant to the terms hereof.

Section 7. Partial Invalidity; Severability. If any one of the findings, determinations, directions or portions thereof, provided in this Resolution on the part of the District to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreement or portions thereof and shall in no way affect the validity of this Resolution or of the Series A Bonds; but the Bond owners shall retain all rights and benefits accorded to them under any applicable provisions of law. The District hereby declares that it would have entered into this Resolution and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the sale of the Series A Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Resolution or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 8. Governing La\v. This Resolution shall be construed and governed in accordance with the laws of the State of California.

Section 9. County Filing. The Clerk of the District Board is hereby directed to file, or cause to be filed, certified copies of this Resolution with the Clerk of the County Board and the Superintendent of Schools of the County.

BAWG/RENih/152369.4

15030 D 6.2 FINAL 5

Section 10. Effective Date. This Resolution shall take effect immediately upon adoption.

ADOPTED, SIGNED AND APPROVED this 27'h day of April, 2010.

BOARD OF EDUCATION OF THE PALM SPRINGS UNIFIED SCHOOL DISTRICT

tewart, President of the Board of Education

ATTEST:

6

STATE OF CALIFORNIA )

COUNTY OF RIVERSIDE ) ss. )

I, Richard Clapp, Clerk of the Board of Education of the Palm Springs Unified School District, do hereby certify that the foregoing resolution was duly adopted by the Board of Education of such School District at a meeting of said Board held on the 2ih day of April, 201 0, of which meeting all of the members of the Board had due notice and at which a quorum thereof were present and acting throughout and for which notice and an agenda was prepared and posted as required by law and that at such meeting such resolution was adopted by the following vote:

AYES: Members·, Stewart, Clapp, Blake, Jeandron

NOES: None

ABSTAIN: None

ABSENT: Member, Shoenberger

7

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

) ) ss. )

I, Richard Clapp, Clerk of the Board of Education of the Palm Springs Unified School District, do hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2009/201 0-70 of such Board and that the same has not been amended or repealed.

Dated: April27, 2010

8

EXHIBIT "A"

FORM OF REVISED/ALTERNATE BOND PURCHASE AGREEMENT

DISTRICT BOND PURCHASE AGREEMENT

This DISTRICT BOND PURCHASE AGREEMENT (this "Purchase Agreement .. ), dated , 2010, is among the PALM SPRINGS UNIFIED SCHOOL DISTRICT, a unified school district organized and existing under the Constitution and laws of the State of California (the "District"), the COUNTY OF RIVERSIDE, a county organized and existing under the Constitution and laws of the State of California (the "County .. ) and the CALIFORNIA QUALIFIED SCHOOL BOND JOINT POWERS AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority");

BACKGROUND:

1. The Authority is a joint exercise of powers authority duly organized and existing 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, and is authorized under Article 4 thereof (the "Bond Law") to borrow money for the purpose of providing funds to purchase local obligations issued by local agencies in the State of California and for the purpose of financing the acquisition and construction of public capital improvements.

2. The District is authorized to issue Qualified School Construction Bonds in the aggregate amount of not to exceed $25,000,000 for the purpose of financing the construction, rehabilitation, or repair of public school facilities and/or for the acquisition of land on which such facilities are to be constructed (the "QSCB Projects .. ).

3. In order to provide financing for the QSCB Projects on terms which are the most favorable to the District, the District has requested the Authority to issue its bonds under the Bond Law on behalf of the District, which bonds are designated as the Qualified School Construction Bonds for which the District has received an allocation.

4. To that end, the Board of Education of the District has adopted its Resolution No. 2009/2010-16 on September 22, 2009, Resolution No. 2009/2010-23 on October 13, 2009 and Resolution No. 2009/201 0-_ on April 27, 2010 (collectively, the "District Resolution"), requesting the Board of Supervisors of the County to authorize the issuance and sale of Palm Springs Unified School District (Riverside County, California) General Obligation Bonds Election 2008, Series A (the "District Bonds") for the purpose of providing funds to finance the QSCB Projects.

5. Issuance and sale of the District Bonds has been authorized by Resolution No. 2009-195 adopted by the Board of Supervisors of the County on November 3, 2009, as supplemented by Resolution No. 2010-_ adopted by the Board of Supervisors of the County on May_, 2010 (collectively, the "County Resolution").

6. The Board of Directors of the Authority has authorized the issuance of its California Qualified School Bond Joint Powers Authority 2010 General Obligation Revenue Bonds (Palm Springs Unified School District Qualified School Construction Bonds) in the aggregate principal amount of $ (the "Authority Bonds") under the Bond Law and the provisions of an Indenture of Trust dated as of June 1, 201 0 (the

"Authority Bond Indenture"), between the Authority and U.S. Bank National Association, as trustee (the "Authority Bond Trustee"), for the purpose of purchasing the District Bonds as provided herein.

7. The District Bonds are payable from ad valorem property taxes levied on taxable properties in the District, and the revenues derived from the payment of principal of and interest on the District Bonds will be sufficient in time and amount to pay debt service on the Authority Bonds as it comes due.

AGREEMENT:

For and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows:

SECTION 1. Transfer of QSCB Allocation. The District hereby transfers to the Authority its allocation to issue Qualified School Construction Bonds in the aggregate amount of$ for the purpose of financing the QSCB Projects. In consideration of such transfer, the Authority hereby agrees to issue the Authority Bonds in the full amount of such allocation and to apply the proceeds of the Authority Bonds as follows:

(a) the amount of $ shall be applied by the Authority to purchase the District Bonds as provided herein,

(b) the amount of $ shall be applied by the Authority to pay the costs of issuance of the Authority Bonds and the District Bonds, and

(c) the amount of $ , constituting the remainder of the proceeds of the Authority Bonds, shall be transferred into the Building Fund (as that term is hereinafter defined), as an additional contribution to finance the QSCB Projects as hereinafter set forth.

SECTION 2. Terms of District Bonds.

(a) Delivery Date: form of Bonds: Principal and Interest. The District hereby agrees to issue and deliver the District Bonds, through the Board of Supervisors of the County, on June _, 2010 (the "Closing Date"). The District Bonds shall be issued as Current Interest Bonds maturing on 15, 202_, and shall bear interest at the rate of __ % per annum, subject to adjustment as set forth in subsection (b) of this Section. The District Bonds shall be subject to mandatory sinking fund redemption in the amounts and on the dates as set forth in the following schedule:

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Sinking Fund Redemption Date

Principal Amount to be Redeemed

(b) Adjustment of Interest Rate Due to Determination of Disqualification. Notwithstanding the foregoing provisions of this Section, if a Determination of Disqualification occurs as a result of a reason other than an Accountable QSCB Loss Event, the interest rate on the District Bonds shall be increased to 12% per annum (or such higher rate as may then be permitted by law), effective upon the Date of Loss of QSCB Status. In the event of any such Determination of Disqualification is rescinded or resolved such that the Authority Bonds are restored to their status as Qualified School Construction Bonds, and provided that all amounts due and owing to the owner of the Authority Bonds as a result of such Determination of Disqualification have been paid in full as provided in the Authority Bond Indenture (including but not limited to those amounts due under Section 2.02( e) of the Authority Bond Indenture), the interest rate on the District Bonds shall be reduced to __ % per annum.

For purposes of this subsection (b), the following defined terms have the following meanings:

11Accountab/e QSCB Loss Evenf' means (a) any act or any failure to act on the part of the District which causes a Determination of Disqualification, or (b) the making by the District of any representation contained in the District Resolution which was untrue when made and the untruth of which representation at such time causes a Determination of Disqualification.

"Date of Loss of QSCB Status" means the date specified in a Determination of Disqualification as the date from and after which the Authority Bonds lost their status, or failed to qualify, as Qualified School Construction Bonds, which date could be as early as the Closing Date.

uoetermination of Disqualification" means (a) legislation enacted by the Congress of the United States of America, (b) a ruling, notice or determination by the Internal Revenue Service or (c) a non-appealable ruling or holding by a court of competent jurisdiction, the effect of which

-3-

causes the Authority Bonds to lose their status as, or fail to qualify as, "Qualified School Construction Bonds" under Section 54F of the Internal Revenue Code of 1986, as amended (the "Tax Code") or reduces the tax credits available to the registered holder of the Authority Bonds and specifying the Date of Loss of QSCB Status.

(c) Payment. Notwithstanding anything herein or in the District Resolution or the County Resolution to the contrary, so long as the District Bonds are owned by the Authority Bond Trustee, (i) payments of the principal thereof and interest and redemption premium (if any) thereon shall be paid by wire transfer to the Authority Bond Trustee, (ii) payments of principal on the District Bonds shall be made without the requirement for presentation and surrender of the District Bonds by the Authority Bond Trustee, and (iii) no notice is required to be given to the Authority Bond Trustee of the mandatory sinking fund redemption of the District Bonds.

SECTION 3. Sale of District Bonds to Agency. The District hereby agrees to sell the District Bonds to the Authority for delivery on the Closing Date. The Authority hereby agrees to purchase the District Bonds from the District on the Closing Date for a purchase price equal to $ , being the par amount of the District Bonds. As provided in the District Resolution and the County Resolution, the full amount of the purchase price of the Bonds shall be paid to the Riverside County Treasurer~Tax Collector (the "County Treasurer"), for deposit in the "Palm Springs Unified School District General Obligation Bonds, 2008 Election, Series A, Building Fund," which is established under Section 8 of the District Resolution and Section 19 of the County Resolution, to be maintained by the County Treasurer (the "Building Fund"). Amounts on deposit in the Building Fund shall be applied for the sole purpose of financing the QSCB Projects.

SECTION 4. Registered Ownership of District Bonds. Under the Authority Bond Indenture, the Authority has transferred and assigned all of its right, title and interest in the District Bonds to the Authority Bond Trustee for the security of the Authority Bonds. The District and the Authority agree that upon the acquisition of the District Bonds on the Closing Date, the ownership of the District Bonds will be transferred to and vested in the Authority Bond Trustee.

SECTION 5. Closing. At 9:00A.M., California time, on June_, 2010, or at such other time or on such other date as shall have been mutually agreed upon by the District and the Authority (the "Closing Daten), the District or the County, as appropriate, will deliver the District Bonds to the Authority Bond Trustee, duly executed and registered in the name of the Authority Bond Trustee; and the Authority Bond Trustee will accept such delivery and pay the purchase price thereof in immediately available funds by wire transfer to the account of the County Treasurer.

SECTION 6. Conditions to Closing. The Authority has entered into this Purchase Agreement in reliance upon the representations and warranties of the District and the County contained herein and the performance by the District and the County of their respective obligations hereunder, both as of the date hereof and as of the date of Closing. The Authority's obligations under this Purchase Agreement are and shall be subject to the following further conditions at the Closing Date:

(a) Representations True. The representations and warranties of the District and the County contained herein shall be true, complete and

-4-

correct in all material respects at the date hereof and at and as of the Closing Date as if made on and as of the Closing Date, and the statements made in all certificates and other documents delivered to the Authority on the Closing Date pursuant hereto shall be true, complete and correct in all material respects on the Closing Date; and each of the District and the County shall be in compliance with each of the agreements made by it in this Purchase Agreement;

(b) Obligations Performed. On the Closing Date, (i) this Purchase Agreement, the District Resolution and the County Resolution shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Authority; and (ii) all actions under applicable California law which, in the opinion of Bowie, Arneson, Wiles & Giannone, Newport Beach, California ("District Bond Counsel"), shall be necessary in connection with the transactions contemplated hereby shall have been duly taken and shall be in full force and effect.

(c) Delivery of Documents. On or before the Closing Date, the District shall deliver (or cause to be delivered) sufficient copies of the following documents, in each case dated as of the Closing Date and satisfactory in form and substance to the Authority:

(1) Bond Counsel Opinion. An approving opinion of District Bond Counsel, as to the validity of the District Bonds, addressed to the District, the Authority, the Authority Bond Trustee and JPMorgan Chase Bank, N.A., as purchaser of the Authority Bonds.

(2) County Counsel Opinion. An approving opinion of County Counsel, in substantially the form attached hereto as Appendix A, addressed to the District, the Authority, the Authority Bond Trustee and JPMorgan Chase Bank, N.A., as purchaser of the Authority Bonds.

(3) Certificate of the District. A certificate signed by appropriate officials of the District to the effect that (i) such officials are authorized to execute this Purchase Agreement; (ii) the representations, agreements and warranties of the District herein are true and correct in all material respects as of the date of Closing; and (iii) the District has complied with all the terms of the District Resolution, the County Resolution and this Purchase Agreement which are necessary to be complied with prior to or before the Closing Date and such documents are in full force and effect.

(4) Certificate of the County. A certificate signed by the County Treasurer or any other appropriate official of the County to the effect that (i) such official is authorized to execute this Purchase Agreement; (ii) the representations, agreements and warranties of the County herein are true and correct in all material respects as of the date of Closing; and (iii) the County

-5-

has complied with all the terms of the County Resolution and this Purchase Agreement which are necessary to be complied with prior to or before the Closing Date and such documents are in full force and effect.

(5) Receipt of Bond Proceeds. A certificate signed by the County Treasurer showing that the purchase price of the District Bonds has been received by the County Treasurer and deposited into the Building Fund as required by the District Resolution and the County Resolution.

(6) Tax Certifications. A certificate or certificates signed by an appropriate official of the District, in form and substance acceptable to Jones Hall, A Professional Law Corporation, as bond counsel and special tax counsel to the Authority in connection with the issuance of the Authority Bonds ("Authority Bond Counsel"), evidencing compliance by the District with the applicable requirements of federal tax law relating to the Authority Bonds.

(7) Resolutions. Certified copies of the adopted District Resolution and County Resolution.

(8) Other Documents. Such additional legal opinions, certificates, proceedings, instruments and other documents as the Authority, District Bond Counsel or Authority Bond Counsel in connection with the issuance of the Authority Bonds, may reasonably request to evidence (i) compliance by the District with legal requirements, (ii) the truth and accuracy, as of the time of Closing, of the representations of the District herein contained, and (iii) the due performance or satisfaction by the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the District.

If the District is unable to satisfy the conditions to the Authority's obligations contained in this Purchase Agreement or if the Authority's obligations are terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement may be canceled by the Authority at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the District in writing. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the District hereunder and the performance of any and all conditions contained herein for the benefit of the Authority may be waived by the Authority in writing at its sole discretion.

SECTION 7. Remedie_s Upon Failure to Expend Available Proceeds.

(a) Event of Default: Payments. In the event the District fails to expend all of the Available Project Proceeds for Qualified Purposes within the Expenditure Period, such failure shall constitute a breach of the District's covenant set forth in Section 16(c) of the District Resolution and an event of default thereunder. Upon the occurrence of such event of default, the District agrees to pay from any source of legally available funds, as liquidated damages, an amount equal to the difference between (i) the

-6-

redemption price of the Authority Bonds under Section 2.04(b) of the Authority Bond Indenture, and (ii) the amount transferred to the Authority Bond Trustee by the County Treasurer from the Building Fund which is applied to pay the redemption price of the Authority Bonds under Section 2.04(b) of the Authority Bond Indenture.

(b) Findings. The District hereby finds and determines that the amount of damages specified in this Section are reasonable and necessary for the District in order to know, with reasonable certainty, the extent of its liability for a breach of the covenant of the District set forth in Section 16(c) the District Resolution. The District further finds and determines that the actual amount of damages which might accrue to individual owners of Authority Bonds would be impracticable to determine with certainty, and that the amount of damages specified in this Section represents a reasonable effort to estimate a fair compensation for any loss that may be sustained by the Owners of the Authority Bonds as a result of a breach by the District of its covenants set forth in Section 16(c) of the District Resolution. The District acknowledges and agrees that its obligations under this Section constitute a general obligation of the District which is payable from any source of legally available funds, including but not limited to amounts levied as ad valorem property taxes for the payment of principal of and interest on the District Bonds.

(c) Limitation on Further Liability. Except as expressly set forth in this Section, the District shall have no liability and incur no damages to the Authority. the Authority Bond Trustee or the Owners of the Bonds and related interests therein, arising from a breach of the covenant of the District set forth in Section 16(c) of the District Resolution.

SECTION 8. Remedies Upon Loss of Qualified School Construction Bond Status Due to Accountable QSCB Loss Event.

(a) Event of Default: Payments. The District hereby acknowledges and agrees that the occurrence of a Determination of Disqualification due to an Accountable QSCB Loss Event constitutes a breach of one or more of the covenants of the District set forth in Sections 15 or 16 of the District Resolution (other than the covenant set forth in Section 16(c) of the District Resolution, which is provided for in Section 7 of this Agreement), or otherwise contained in the District Resolution or the County Resolution, and constitutes an event of default thereunder. Upon the occurrence of a Determination of Disqualification due to an Accountable QSCB Loss Event. the District agrees to pay, from any source of legally available funds, as liquidated damages. the following amounts:

(i) if any Tax Credits recognized prior to the Determination of Disqualification are determined to be ineligible as Tax Credits as a result of such Determination of Disqualification, an amount equal to the Prior Tax Credit Loss Amount; and

(ii) an amount equal to the Future Tax Credit Loss Amount.

(b) Defined Terms. For purposes of this Section the following terms have the following respective meanings:

"Accountable QSCB Loss Evenf' has the meaning given that term in Section 2(b).

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"Calculation Agenf' means the Chase Bank, N.A, its successors and assigns, as original purchaser of the Authority Bonds, so long as it is the registered owner of the Bonds, and otherwise the District or its designee.

"Determination of Disqualification" has the meaning given that term in Section 2(b).

"Discount Rate" means the Treasury Rate determined as of the date which is five business days prior to the applicable repayment or redemption date.

"Future Tax Credit Loss Amounf' means an amount equal to the present values of the remaining scheduled Tax Credits related to the Authority Bonds discounted to the date of repayment on a semiannual basis (assuming a 360-day year, consisting of 12 months of 30 days each) at a rate per annum equal to the Discount Rate.

"Prior Tax Credit Loss Amounf' means an amount equal to the amount of Tax Credits lost as a result of the Determination of Disqualification, plus interest thereon from the applicable Tax Credit Allowance Date to date of repayment, compounded quarterly at a rate equal to the large corporate underpayment rate determined from time to time by the Internal Revenue Service.

"Tax Credif' means the entitlement, under the program for allocating tax credits and authorizing the issuance of the Authority Bonds promulgated under Sections 54A and 54F of the Tax Code, of a taxpayer to recognize a credit against the tax imposed by Chapter 1 of the Tax Code.

"Tax Credit Allowance Date" means each March 15, June 15, September 15 and December 15 during the term of the Authority Bonds, and the last date on which any Authority Bond is outstanding.

"Treasury Rate" means the yield on the United States Treasury bill, note or bond, selected by the Calculation Agent in a commercially reasonable manner, having a maturity closest in length to the period from the date such yield is determined to the maturity date of the Authority Bonds.

(c) Findings. The District hereby finds and determines that the amount of damages specified in this Section are reasonable and necessary for the District in order to know, with reasonable certainty, the extent of its liability for a breach of the covenants of the District set forth in Sections 15 and 16 of the District Resolution. The District further finds and determines that the actual amount of damages which might accrue to individual owners of Authority Bonds would be impracticable to determine with certainty, and that the amount of damages specified in this Section represents a reasonable effort to estimate a fair compensation for any loss that may be sustained by the Owners of the Authority Bonds as a result of a breach by the District of its covenants set forth in Sections 15 and 16 of the District (other than the covenant set forth in Section 16(c) of the District Resolution, which is provided for in Section 7). The District acknowledges

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and agrees that its obligations under this Section constitute a general obligation of the District which is payable from any source of legally available funds, including but not limited to amounts levied as ad valorem property taxes for the payment of principal of and interest on the District Bonds.

(d) Limitation on Further Liability. Except expressly as set forth in this Section, the District shall have no liability and incur no damages to the Authority, the Authority Bond Trustee or the Owners of the District Bonds and related interests therein, arising from a breach of the covenants of the District set forth in Sections 15 and 16 of the District Resolution.

SECTION 9. Waiver of Jury Trial. To the fullest extent permitted by law, the District hereby waives its right to trial by jury in any action, proceeding and/or hearing on any matter whatsoever arising out of, or in any way connected with, the District Bonds, the District Resolution, the County Resolution, this Agreement or any other documents relating to the District Bonds, or the enforcement of any remedy under any law, statute, or regulation.

SECTION 1 0. Execution in Counterparts. This Purchase Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.

SECTION 11. Governing Law. This Purchase Agreement shall be construed and governed in accordance with the laws of the State of California.

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IN WITNESS WHEREOF, the parties to this Purchase Agreement have caused this Purchase Agreement to be signed by their respective officers, all as of the day and year first above written.

PALM SPRINGS UNIFIED SCHOOL DISTRICT

By __________________________ _

Superintendent

COUNTY OF RIVERSIDE

By __________________________ _

[title]

CALIFORNIA QUALIFIED SCHOOL BOND JOINT POWERS AUTHORITY

By __________________________ _

President

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APPENDIX A

FORM OF OPINION OF COUNTY COUNSEL

[Closing Date]

$ ____ _ PALM SPRINGS UNIFIED SCHOOL DISTRICT

(RIVERSIDE COUNTY, CALIFORNIA) GENERAL OBLIGATION BONDS ELECTION 2008, SERIES A

Ladies and Gentlemen:

As counsel to the Board of Supervisors (the "Board") of the County of Riverside, California (the "County"), I have reviewed Resolution No. 2009-195 adopted by the Board of Supervisors of the County on November 3, 2009, as supplemented by Resolution No. 201 0-_ adopted by the Board of Supervisors of the County on May _, 2010 (collectively, the "County Resolution"), authorizing the issuance of the Palm Springs Unified School District (Riverside County, California) General Obligation Bonds Election 2008, Series A in the aggregate principal amount of$ (the "District Bonds"). The District Bonds have been issued by the Board in the name and on behalf of the Palm Springs Unified School District (the "District"), and have been sold to the California Qualified School Bond Joint Powers Authority {the "Authority") and will be held by U.S. Bank National Association, as trustee for the California Qualified School Bond Joint Powers Authority 2010 General Obligation Revenue Bonds (Palm Springs Unified School District Qualified School Construction Bonds) in the aggregate principal amount of $ . The District Bonds have been sold to the Authority under a District Bond Purchase Agreement (the "Purchase Agreement"), dated , 201 0, among the District, the County and the Authority.

Having reviewed the County Resolution and the Purchase Agreement, it is my opinion as follows:

1. The County is a political subdivision duly organized and existing under the Constitution and laws of the State of California.

2. The County Resolution was duly adopted at a meeting of the Board which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.

3. To my knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board of body pending or threatened against or affecting the County which would restrain or enjoin the levy or collection of tax revenues pledged for the payment of the principal of and interest on the District Bonds or in any way contesting or affecting the validity of the County Resolution, the Purchase Agreement or the District Bonds, of in which a final adverse decision could materially adversely affect the operations of the County.

A-1

4. To my knowledge, the issuance of the District Bonds and the execution and performance of the provisions of the Purchase Agreement. under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the County a breach of or default under any agreement or other instrument to which the County is a party or by which it is bound or any existing law. regulation. court order or consent decree to which the County is subject.

5. No authorization. approval. consent or other order of the State of California, or other governmental authority or agency within the State of California. is required for the valid authorization. issuance and sale of the District Bonds or the execution of the Purchase Agreement by the County.

Very truly yours.

A-2

EXHIBIT "B"

ALTERNATIVE COSTS OF ISSUANCE SCHEDULE

Palm Springs Unified School District 20 I 0 General Obligation Bonds

2008 Election, Series A

Approx $19.2 million par amount

Estimated Costs of Issuance

Dale Scott & Company Inc. Adjusted Financial Advisor Fee

Total

Bond Counsel (Bowie) Adjusted Bond Counsel Fee

Expenses

Total

Paying Agent Fees & Costs Acceptance

Paying Agent COl

Total

Total Estimated COl for District GO Transaction

$26,000.00

$26,000.00

$22,345.00

3,000.00

$25,345.00

$500.00

1,000.00 500.00

$2,000.00

$53,345.00

California Qualified School Bond JP A 201 0 QSCB Bonds

$25,000,000 par amount

Estimated Costs of Issuance

Dale Scott & Company Inc. Financial Advisor Fee Miscellaneous Expenses

CaiMuni Courier & Delivery

Total

JP A Bond Counsel (Jones Hall) Bond Counsel Fee

Disclosure Counsel Fee Expenses

Total

Rating Fee Standard & Poor's

Total

Trustee

Acceptance

Trustee Fees

Incidental Expenses

Legal

Total

JPAFee California School Bond JPA

Total

Purchaser Counsel Fee (Kutak)

Total

Contingency

Total Estimated for QSCB Transaction

Total Estimated for both Transactions

$50,000.00 5,000.00

2,500.00 2,000.00

$59,500.00

$55,000.00

20,000.00 3,500.00

$78,500.00

$14,000.00

$14,000.00

$1,250.00

2,000.00

500.00

1,500.00

$5,250.00

$18,750.00

$18,750.00

$30,000.00

$30,000.00

$50,000.00

$256,000.00

$309,345.00

STATE OF CALIFORNIA NO. 001

COUNTY OF RIVERSIDE $19,539,035.16

PALM SPRINGS UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, 2008 ELECTION, SERIES A

(Riverside County, California)

INTEREST RATE: MATURITY DATE:

4.370% February 1, 2026 June l5, 2010

.. ~~~i,~~~. ft :

REGISTERED OWNER: U.S. BANK NATIONAL :AJssoct~TION, as ]'lfrustee under the Authority Bond Indenture ddi~ctJune 1::2tH 0 . ;

1'.

; : . - ~ : } . . : ~ ' :

PRINCIPAL AMOUNT: NINETEEN MI'LtH)bL:::FI"VE I{UNDRED THIRTY-NINE THOUSANDlTHIRTY~FIVE1DOLLARS SIXTEEN CENTS

• : - :; r r i : ~ _ . • ~ ~ 1

''~H~~. ~~ I

"~ ~n i ·. ~ ~! ~ h

The PALM SPRINGS 'UNIFIED SCIIt!>OL, DISTRICT ("District") in Riverside • : t r , ~ t ! j

County, California ("County"), for value received,' lpromises to pay to the Registered Owner named above, or registered, a,ssig~,; fthe Principal Amount on the Maturity Date, each as stated above, and interest thereqrt'until tllbtRrP:tcipal ~mount is paid or provided for at the Interest Rate stated above (subjectt~:Xhe terms. set' forth herein), on February 1 and August 1 ("Bond Payment Dates"), commencing Au~_st. Y, 2010::. This bond will bear interest from the Bond Payment Date next preceding ~~~;<hn~ of;a~thentica~H>n hereof unless it is authenticated as of a day during the period from the-16tlllpay ofitht; month next preceding any Bond Payment Date to the Bond Payment Date~ 1 rn.cJustyb, in whi~l{event it shall bear interest from such Bond Payment Date, or unlessjti~i~uthei\~~ted on or before July 15, 2010, in which event it shall bear interest from JuneJ5, 20'1 0. Prh}~jpal and interest are payable in lawful money of the United States of Ame~~~,_.wHbp}l,t~edti&~ion for the paying agent services, to the person in whose name this bond (or, if;~pplit~bT€,l[bil orie or more predecessor bonds) is registered ("Registered Owner") on the Bond Register m~intained by the Paying Agent, initially U.S. Bank National Association ("Paying AgepC).' Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day 'months. Principal is payable upon presentation and surrender of this Bond at the Office of the Paying Agent. Interest is payable by check mailed by the Paying Agent on each Bond Payment Date to the Owner of this Bond (or one or more predecessor Bonds) as shown and at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Bond Payment Date ("Record Date"). The Owner of an aggregate Principal Amount of $1 ,000,000 or more may request in writing to the Paying Agent that such Owner be paid interest by wire transfer to the bank and account number on file with the Paying Agent as of the Record Date.

This Bond is one of a aggregate amount of $19,539,035.19 of bonds issued to be used for the acquisition and construction of school facilities to serve the District under authority of and pursuant to the laws of the State of California, and the requisite fifty-five percent (55%) vote of the electors of the District obtained at an election held on February 5, 2008, upon the question of issuing bonds in the amount of $516,000,000, the resolutions of the Board of Education of the District adopted on September 22, 2009, October 13, 2009 and April 27, 2010 (collectively, the "District Resolution"), and the resolutions of the County Board of Supervisors adopted on November 3, 2009 and May 18, 2010 (collectively, the "County Resolution")/ This bond and the issue of which this bond is one are payable as to both principal and interest fro~ the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District;rwhich taxes are unlimited as ~orate or a~ou?t. The Bonds of this issue are gener~t9qlfg~~'9;n~n?;tf&~1\District and d? not constitute an obhgatlon of the Co~nt~. No part of any.ftw,d oftq~ County·its:pledged or obhgated to the payment of the Bonds of thts Issue. . "· · · L

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This Bond is exchangeable and transferable for Bo9-ds ·dti Q,\~~~~iiiithori~ed, t!fenominations at the principal corporate trust office of the Paying A&~'*'~' by ih:~liRegister~cl Owner or by a person legally empowered to do so, upon presentation and! ;sUm-ender

1H~t~o(1tB the Paying Agent, 12 !!H). 1d(l!t:

together with a request for exchange or an assignment si~eal!~~,the R~gtstered Owner or by a person legally empowered to do so, in a form ~~fi~f~~~ory t~l ~he' r~~y~pg Agent, all subject to the terms, limitations and conditions provided ip thet~<:;_o~\Y,),~.~s9lutiqn'. Any tax or governmental charges shall be paid by the transferor. Tl}~jQistrici:~t4.e CoUnty and the Paying Agent may deem and treat the Registered Owner as the (lbsoiute; owner 'ofthis Bond for the purpose of receiving payment of or on account of princip·al; OJ.: inter~st. and for all other purposes, and neither the

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District, the County nor the Paying ;Agent shall be afJ~s,ed by any notice to the contrary. ·d ~!: ~:

The Bonds are not S\.lpject ~~~9ptional redemption prior to maturity. ~ \ I • .. .. ! t ~ ; : , 1

The Bonds ~~;;ng .,On ~~~~n:r;1 i 1~026, are subject to mandatory sinking fund redemption in part by lot~;,9.~ 1 Augustl}, 2010, and on each February 1 thereafter, commencing February 1, 20l,l;jjip;,accdr4.t»lce witbFthe schedule set forth below. The Bonds so called for mandatory siWff~g·f~~~ rede'ttif1HR~-t<shall be redeemed at the principal amount of such Bonds to be redeemed, plti,~ ,accp]ed but ti~paid interest, without premium.

i i l ; : 1 j ~ : . : ~

s;Nii<:ing Fund . , ~, .RedtNnptlon Date , .. , \ 8/l/2010

2/1/2011 2/1/2012 2/1/2013 2/1/2014 2/112015 2/1/2016 2/112017 2/1/2018 2/1/2019 2/1/2020

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Principal Amount To be Redeemed

$ 427,239.91 860,355.77 893,988.33 933,971.85 970,583.92

1,013,677.21 1,058,511.16 1,100,185.61 1 '148,562.46 1,198,910.87 1 ,246,340. 79

2/112021 2/112022 2/1/2023 2/112024 2/1/2025 2/112026 (maturity)

1 ,300, 724.63 1,357,342.57 1,416,292.17 1,477,675.39 I ,536,622.3I I ,598,050.2I

Notwithstanding the foregoing provisions herein with respect to the Interest Rate on this Bond, if a Determination of Disqualification occurs as a result of a reasori other than an Accountable QSCB Loss Event, the Interest Rate on the Bonds shall be inc~~~~d to 12o/o per annum (or such higher rate as may then be permitted by law), effective upon the rl~t~. of Loss of QSCB Status. In the event of any such Determination of Disqualificat~9rill~iT~~r,m~~~;?,r1 resolved such that the Authority Bonds (as defined in the District Resolution)1ftfe re~tQred"lfo'fHeii·!status as Qualified School Construction Bonds, and provided that all amowtt's due and 'o-wing to the owner of the Authority Bonds as a result of such Determination of,Q~~qualifiq~tion h~':'~_peen paid in full as provided in the Authority Bond Indenture (as _,defln~d, in)the District Resolution) (including but not limited to those amounts due under :~:e.ction 2io2Cf) of th,e Authority Bond Indenture), the Interest Rate on the Bonds shall be reduc~~ :tq: t_he ra'tb !s~~. forth on the face page of this Bond. 'f ·~qHL ''·fUl 1

:, ~~ '=! H\~. ~- .... , ; : ~ ." l ~ f : ' ·- -

For p~rposes o~ the foregoing paragraph ~~d thi!s,.lpo:t:\~H~~~follqwiilg defined terms have the followtng meantngs: ,dill~. 'ttl> ···d1Hh

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"Accountable QSCB Loss J;;veiitn;mearl~iW) any'~cf or any failure to act on the part of the District onF"the County 'l 1Whi~P .t causes a Determination of Disqualification, or (b) th~~p1aking by th~ Di~itfct of any representation contained in the District Resol\\tion Qfl~ounty Resqlution which was untrue when made and the untruth of whtd1';·repre~~Q.~.ation ~f such time causes a Determination of Disqualificati~~i:. . : 1

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• ~ 1 : - . • . •

''Date ofJ~p~sz~rf Q~<;:,B Stat~~, means the date specified in a Determination of DisquaJjficaii<lm,as the1!4~t~ 1 from and after which the Authority Bonds lost their status;' 16~Lfail~a~to quaii~ras Qualified School Construction Bonds, which date cp\ll.d be '~sf~~fly as the C.losing Date (as defined in the District Resolution).

, I • l p,n:.~

; : ' 'tHh ; ~: ,',';r!}1~fif,~,q~tio~~J}Wf Disqualification" means (a) legislation enacted by the ~'Corl'gr~ss 1o~ithe'United States of America, (b) a ruling, notice or determination by

the lnterna~iRevenue Service or (c) a non-appealable ruling or holding by a court of cott}petent jurisdiction, the effect of which causes the Authority Bonds to lose their status as, or fail to qualify as, "Qualified School Construction Bonds" under Section 54F of the Internal Revenue Code of 1986, as amended (the "Tax Code"), or reduces the tax credits available to the registered holder of the Authority Bonds and specifying the Date of Loss of QSCB Status.

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If less than all of the Bonds of any one maturity shall be called for redemption, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine.

The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP® numbers, if any, of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the issue of Bonds and tQ~' specific bonds redeemed, including the dated date, interest rate and stated maturity date of'e~cb,. Such notice shall further state that on the specified date there shall become due and payable upbQ, ,each Bond to be redeemed, together wit~ interest ~ccrued to said date, the redemp1lqfl~l1ftr~Wlr;{r1~ny, and that from and after such date Interest wtth respect thereto shall ceastti~?. acctq~: llt:,,l:;lL

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Notice. of redempti~n shall be registered or other~is~Hfff~u:ed)ll~il ~~\i~liiy.ery se~vice, postage prepaid, to the registered owner of the Bonds, or t~.the 'O.\"J~~llf.ll purch~~er~:ts a syndtcate, to th~ man~ging m~mber o~ such syn~icat~, to a muni~i~~11Hr~ister~qf~7,cu~iti~f=ldepository and to a nattonaltnformatton servtce that dtssemtnates secuntte~~r~~empttontnH!~~~s and, by first class mail, postage prepaid, to the District, the County and the!1reMP,~~tive 6W"Iiers of any registered Bonds designated for redemption at their addre~~!'r~:~P,pearid~ ortl~~\,llo~d registration books, in every case at least 30 days, but not more thaqA~S ·a~ys;,!:p~jq~ .~q 1the r,eaemption date; provided that neither failure to receive such notice non1any defect. in~' ~H~}ilnotice so mailed shall affect the sufficiency of the proceedings for the r~d~~ptfpn of sJbh Bond~, nor entitle the owner thereof to interest beyond the date given for r~pem~tion. ·'id!H~t 'l;IP"

.rr !i!ll!,, _,,, Neither the District, the ~punty nor thei Pa~ing Agent will be required (a) to issue or

transfer any Bond during a. iP.erio~JJ?tginning wi~ the opening of business on the 15th business day of the month next pr,~~edi~~g eiUiijh~Y B~914 Payment Date or any date of selection of Bonds to ?e redeeme~ and, 1yfh'd~~ng w~,h. ther~~lt)S,~iof.business on the Bond Payment Da~e or day on whtch the applicable nohffh, qpred'em{l,tton ts gtven, or (b) to transfer any Bond whtch has been selected or call~~lt<?Rir~dem~1tRn in ~~ole or in part.

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The,rig~~~~tandlpbligation~il>fthe District and of the Registered Owners of the Bonds may be am~R-9~9.at ariyf~e, and in 6ertain cases without the consent of the Registered Owners to the extenfand upon th~ 'te.qps 'lnd conditions provided in the County Resolution.

i ti"lld ;:r•t:nHlliH!!Ulit;., }i•,. 'iiTfie: 1C'tYun~yl~esolution contains provisions permitting the District to make provision for

the payment ofthdinterest on, and the principal and premium, if any, of any of the Bonds so that the Bonds sli~lf,n<rlonger be deemed to be outstanding under the terms of the County Resolution.

Reference is made to the County Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds of this series, the rights, duties and obligations of the District, the County, the Paying Agent and the Registered owners, and the terms and conditions upon which the Bonds are issued and secured. The owner of this Bond assents, by acceptance hereof, to all of the provisions of the County Resolution and the laws of the State of California governing the issue ofthe Bonds.

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IT IS CERTIFIED AND RECITED that all acts and conditions required by the Constitution and laws of the State of California to exist, to occur and to be performed or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the Bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the Bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due. ,,:ln:

This Bond shall not be valid or obligatory for any purpose and shall not b~ ;~ntjtled to any securi:y or benefit under the County Resolution until the Certificate o.f,~~~~11i~~~~~TI!R1~ow has been stgned. :1 th "lta,unll!h.

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IN WITNESS WHEREOF, the County of Riverside, California, has caused this bond to be executed on behalf of the District and in their official capacities by the manual or facsimile signatures of the Chairman of the Board of Supervisors of the County and the Treasurer and Tax Collector of the County, and to be countersigned by the manual or facsimile signature of the Clerk to the Board of Supervisors of the County, and has caused the seal of the County to be affixed hereto, all as of the date stated above.

[SEAL] RIVERSIDE COUNTY, CALIFq~IA

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11 ~Hjjj ;: ! n n:1: 111 Hmif !11 ~, 1 fL ..

By: __________ ~ _______ ._''~----------

COUNTERSIGNED:

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CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds described in the County Resolution referred to herein.

Date of Registration and Authentication:----------

By: ____________________________ __

Authorized Signatory

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FORM OF ASSIGNMENT

For value received, the undersigned sells, assigns and transfers unto

;.~~·~;~~

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(print/type name, address, zip code, tax identification or Social Security number of 1~~ignee) the within Bond and do(es) irrevocably constitute and appoint ,,n;;iJ;H;:'ii ,.,.,._':~~ •. attorney, to transfer the same on the registration books of the Payi,~g Age~~~-wi'thtull!pbwer of substitution in the premises. · · · · .. ,

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Date: --------------------------

Signature Guaranteed:

Signature must be gtiar~nt~~q J;)V ah eligible guarantor institution. ; ~ i;; ' •. q t! ~ ~: .1 i .j

Unle~~lr~is. ':Bi~n9 is ~~~~~F~~~t{by an authorized representative of The Depository Trust Company td.tne.;issueri or its agent for registration of transfer, exchange or payment, and any Bond i~~~~p is r~gl~~~red in the' name of Cede and Co. or such other name as requested by an authqtized represen'iat~~e of The Depository Trust Company and any payment is made to Cede & Co., 4-NY,.TRJ\~~FER,'PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY o:RJtf()iANY;PpRSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. , i l

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FORM OF DISTRICT BOND COUNSEL OPINION

Board of Education of the Palm Springs Unified School District 980 Tahquitz Canyon Way Palm Springs, CA 92262

1':

Re: $19,539,035.19 Palm Springs Unified School District 'ri\:

~i~~r~~~:~g:tion Bonds, 2008 Election, Series A ' ,,<illll!! :Hi!iilli!!ii; l!iil~t. ·d- ; •. t \ t ~ ! ~

. ~ ; ' ~ l \

Ladies and Gentlemen: ,· ,:iil!;;;ilJ,/?". !,· 111 1!:~'' We have acted as Bond Counsel for the Palm Spring~ Unifie(J\~chool pistrict ("District")

in connection with the proceedings for the issuance and sije:qf $19,539,i,Q,3~;·j1'9 principal amount of Palm Springs Unified School District General Obliga~,o'ri1~Rnds, "~008 Election, Series A ("Bonds"). The Bonds are being issued pursuant to certainl;Res9lutions of the Board of

: , · •. ' f l ~ ! I . . . , ; ' . i : l :

Education of the District, adopted on Sept~Plber'22,!12P09. (Resol~tion No. 2009/2010-16) and _r H-. d!~~,~!_,!J •

October 13, 2009 (Resolution No. 290~/2010-24), asii~s\ipplemented by Resolution No. 2009/2010-70 adopted by the Board of.J?ducatff?P of thelpistrict on April 27, 2010 (collectively, the "District Resolution"), and a .~es'&Iution 1dfil~,he Bd~d of Supervisors of the County of Riverside ("County"), adopted dbn November;l!RPi· .2009 (Resolution No. 2009-316), as supplemented by a Resolution ofj~he Board of ~up~f.{iisors of the County adopted on May 18, 2010 (Resolution No. 201Qi1152)\~~llectively, 1he "County Resolution" and, collectively with the District Resolution, ~~e"'B~nd ·R~~PJl1tion~')~~ the District Bond Purchase Agreement, dated as of May 26, 2010, by ,@d amoQg the'Disttict, the County and the California Qualified School Bond Joint Powers<~.lithqrity;i(''Autqority"), and in accordance with the provisions of the California ConstHutiQ.n, tfi~l lprovisio~s\ of California Education Code Sections 15140, et seq., 15264, 1526~(b,), aridj~~ apptic~b.h~;~ d1e statutory authority set forth in Title 1, Division 1, Part 10, ChapterT'o~l~pe $thte of C~tfornia Education Code, commencing with Section 15100 and related California liaw ~ ·

d~P'"'•::,, ·;\illt(l T .lt·, ,· . . . . (\i·~~H~~llflii~puns~I, we have examined copies certified to us as being true and complete

copies 1 bfttlle:;proc~~dings in connection with the issuance of the Bonds. In this connection, we have also examin~9 such cei1ificates of public officials and officers of the District, the County and the purch~et; 'of the Bonds, including certificates as to factual matters, as we have deemed necessary to render this opinion.

Attention is called to the fact the we have not been requested to examine, and have not examined, any documents or information relating to the District or the County other than the record of proceedings hereinabove referred to, and no opinion is expressed as to any financial or other information, or the adequacy thereof, which has been, or may be supplied to any purchaser of the Bonds.

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The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions. The opinions may be affected by actions or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events occur. As to questions of fact material to our opinions, we have relied upon the documents and matters referred to above, and we have not undertaken by independent investigation to verify the authenticity of signatures or the accuracy of the factual matters represented, warranted or certified therein. Furthermore, we have assumed compliance with all covenants contained in the Bond Resolution and in certain other documents, including, without limitation, covenants compliance with which is necessary to assure that futur~, ~ctions or events

.-.L will not cause the interest on the Bonds to be included in gross income for ·fede~~l income tax purposes retroactive to the date of original issuance of the Bonds. '';!,

; ~ '

,dllliH1 iBil H 11 i !nn,;,!ih. The Bond Resolution and other related documents refer' JR cerHllfl . requirehi~hts and

procedures which may be changed and certain actions which may;be.tiiken, irllc,rcumstances and subject to terms and conditions set forth in such docum~p~~ upofl;! 1~he ad~ic.~!,.or with an approving opini~n of nationally ~ecognized bond co.unsel>.No''dBffl~~~'is'expffs&eo herein. as to any Bond or the tnterest thereon If any such change 1s maH~.?r acttti!JH~~ taken.~pon the advice or approval of counsel other than ourselves. ~-~':iil~t 1 ·qu-1;~. 11 r

11

t '"i'· 'Hill 'h ·q I i·;, 'jfll' Based on the foregoing, we are of the foHoNVjn,g opiriit?ns:(iihh,/ ~·

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2.

The Bonds are valid and bi!14iff~; gemim,f, ~Dli/lliljpnS of the District. ;~ 4~~~~ ~;

All taxable propertx1dif the tertit<?~Y of 't})e District is subject to ad valorem taxation without Iip-litation as to rat~hqf; ,amount (except as to certain classes of personal property Which is taxable at Iiitiited rates) to pay principal and interest on the Bonds. JP,e C~~ty is requi~ed by law to include in its annual tax levy the principa~! f¢tl '1ri~~re~l! ijRf?;l:~~~. ~~¢1

on the Bonds to the extent necessary funds are not pr.o.}1tffed from. other sources.

I' til,'· ,!ilL • . iiHt\ ,:i;· ·~ t It is und~f~lPQd th~t! li~~ rights, lbf the holders of the Bonds and the enforceability thereof

may be subj~~fto ~a»~ruptcy~lm~plvency, reorganization, moratorium and other similar laws affecting cre'ditor;~ rig];lts hereto'fpi-'e or hereafter enacted to the extent constitutionally applicable and tha~; tP~ir erifdt~~ment may· also be subject to exercise of judicial discretion in appropriate cases:''' ··:, 'ill!!];

'1 ,;,: ,-

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Very truly yours,

BOWIE, ARNESON, WILES &GIANNONE

PALM SPRINGS UNIFIED SCHOOL DISTRICTGENERAL OBLIGATION BONDS, 2008 ELECTION, SERIES A

(Riverside County, California)

DEBT SERVICE SCHEDULE

Bond Payment

DatePrincipalPayment Interest Rate

InterestPayment Total

1-Aug-10 $ 427,239.91 4.370% $ 109,103.80 $ 536,343.71 Feb-1-2011 860,355.77 4.370% 417,592.74 1,277,948.51

Aug-1-2011 - 398,793.97 398,793.97 Feb-1-2012 893,988.33 4.370% 398,793.97 1,292,782.30

Aug-1-2012 - 379,260.32 379,260.32 Feb-1-2013 933,971.85 4.370% 379,260.32 1,313,232.17

Aug-1-2013 - 358,853.04 358,853.04 Feb-1-2014 970,583.92 4.370% 358,853.04 1,329,436.96

Aug-1-2014 - 337,645.78 337,645.78 Feb-1-2015 1,013,677.21 4.370% 337,645.78 1,351,322.99

Aug-1-2015 - 315,496.93 315,496.93 Feb-1-2016 1,058,511.16 4.370% 315,496.93 1,374,008.09

Aug-1-2016 - 292,368.46 292,368.46 Feb-1-2017 1,100,185.61 4.370% 292,368.46 1,392,554.07

Aug-1-2017 - 268,329.40 268,329.40 Feb-1-2018 1,148,562.46 4.370% 268,329.40 1,416,891.86

Aug-1-2018 - 243,233.31 243,233.31 Feb-1-2019 1,198,910.87 4.370% 243,233.31 1,442,144.18

Aug-1-2019 - 217,037.11 217,037.11 Feb-1-2020 1,246,340.79 4.370% 217,037.11 1,463,377.90

Aug-1-2020 - 189,804.56 189,804.56 Feb-1-2021 1,300,724.63 4.370% 189,804.56 1,490,529.19

Aug-1-2021 - 161,383.73 161,383.73 Feb-1-2022 1,357,342.57 4.370% 161,383.73 1,518,726.30

Aug-1-2022 - 131,725.79 131,725.79 Feb-1-2023 1,416,292.17 4.370% 131,725.79 1,548,017.96

Aug-1-2023 - 100,779.81 100,779.81 Feb-1-2024 1,477,675.39 4.370% 100,779.81 1,578,455.20

Aug-1-2024 - 68,492.60 68,492.60 Feb-1-2025 1,536,622.31 4.370% 68,492.60 1,605,114.91

Aug-1-2025 - 34,917.40 34,917.40 Feb-1-2026 1,598,050.21 4.370% 34,917.40 1,632,967.61

Total $ 19,539,035.16 $ 7,522,940.96 $ 27,061,976.12

153325