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HomeMy WebLinkAboutPFA Reso No 2011-002RESOLUTION NO. 2011 -002 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY APPROVING THE ISSUANCE OF LAKE ELSINORE PUBLIC FINANCING AUTHORITY LOCAL AGENCY REVENUE BONDS (SUMMERLY PROJECT) 2011 SERIES A IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,000,000 PURSUANT TO AN INDENTURE OF TRUST, AUTHORIZING THE SALE OF SUCH BONDS UPON CERTAIN TERMS AND CONDITIONS, APPROVING AN OFFICIAL STATEMENT, APPROVING THE EXECUTION OF A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE AGREEMENT, AND TAKING OTHER ACTIONS RELATED THERETO WHEREAS, the Lake Elsinore Public Financing Authority (the "Authority ") is a joint exercise of powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement by and between the City of Lake Elsinore (the "City ") and the Redevelopment Agency of the City of Lake Elsinore (the "Agency "), under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act "), and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing and refinancing for capital improvements of member entities of the Authority; and WHEREAS, the Agency has entered into that certain Disposition and Development Agreement (as amended and restated pursuant to the Amended and Restated Disposition and Development Agreement dated March 8, 2011, the "DDA ") pursuant to which the Agency is required to reimburse the developer (the "Developer ") for certain infrastructure costs incurred by the Developer; and WHEREAS, the Agency previously issued and delivered to the Developer its Subordinate Tax Allocation Bonds (Project Area No. II) Series 2011 and Subordinate Tax Allocation Bonds (Project Area No. III) Series 2011 (the "PA II Bonds," the "PA III Bonds," and collectively, the "Agency Bonds ") for the purpose of partially satisfying the obligations of the Agency under the DDA; and WHEREAS, for the purpose of acquiring the Agency Bonds from the Developer and treating the payment as acquisition of certain public infrastructure (the "Facilities ") pursuant to the DDA, the Authority has determined to issue its Local Agency Revenue Bonds (Summerly Project) 2011 Series A ( the "Bonds "); and WHEREAS, the City, as one of the members of the Authority, has heretofore held a public hearing pursuant to Section 6586.5 of the Act and in connection therewith has approved the Authority's acquisition of the Facilities pursuant to the DDA and has found and determined that (i) the Facilities are to be located within the boundaries of the City and (ii) there are significant public benefits arising from the Authority's issuance of the Bonds to finance the Facilities, including, but not limited to, employment benefits from undertaking the acquisition of the Facilities in a timely fashion, as contemplated by Section 6586 of the Act; NOW, THEREFORE, the Board of Directors of the Lake Elsinore Public Financing Authority does hereby resolve as follows: Section 1. The foregoing recitals are true and correct and the Authority hereby so finds and determines. Section 2. The Authority hereby approves the issuance of the Bonds in the aggregate principal amount not to exceed $6,000,000, pursuant to the Indenture of Trust (the "Indenture "), in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any one of the Chairman, the Executive Director and the Secretary of the Authority, and each of them, and any designee of any of them (collectively, the "Authorized Officers "), is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. Section 3. The Authority hereby authorizes the sale of the Bonds to the Underwriter pursuant to and in accordance with the Purchase Contract, in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Purchase Contract, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. The underwriter's discount for the Bonds specified in the Purchase Contract shall not exceed 2.0 %, exclusive of original issue discount. The Bonds shall bear interest at a rate or rates not to exceed 8.0% per annum. The maturity date of the Bonds shall not extend beyond 40 years from their issuance date. Section 4. The Authority hereby approves the form of the Preliminary Official Statement (the "Preliminary Official Statement "), in substantially the form on file with the Authority Secretary, with such changes and modifications as shall be necessary or appropriate for completion to the satisfaction of the Executive Director of the Authority, and approval by Fulbright & Jaworski L.L.P., the Authority's Disclosure Counsel. The Executive Director is authorized and directed, on behalf of the Authority to deem the Preliminary Official Statement "final" pursuant to Rule 15c2 -12 under the Securities and Exchange Act of 1934. The Authority further approves distribution of the Preliminary Official Statement by the Underwriter to persons who may be interested in purchasing the Bonds. The Board hereby approves the final Official Statement (the "Official Statement ") describing the Bonds. Distribution of the final Official Statement by the Underwriter is hereby approved. The Executive Director, subject to approval by the Authority's Disclosure Counsel, is hereby authorized and directed to approve any Fil changes in or additions to the final form of the Official Statement to conform to the requirements of the Purchase Contract and the Indenture, as applicable. Section 5. The Authority hereby approves the Continuing Disclosure Agreement in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Continuing Disclosure Agreement, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. Section 6. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority, to evaluate and select one or more municipal bond insurers for all or any portion of the Bonds and to execute and deliver such contracts and agreements with such bond insurers as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. Section 7. The Authorized Officers, the other officers and employees of the Authority, the members of the Authority's Board of Directors, Bond Counsel, Disclosure Counsel and the other consultants to and agents of the Authority, are each hereby authorized and directed to do all things and take all actions necessary or desirable to effectuate the transactions contemplated by this Resolution, and to execute such other assignments, agreements, certificates, receipts, endorsements, orders, opinions and other documents in connection with such transactions, including, without limitation, closing documents in connection with the issuance of the Bonds, and all actions heretofore taken by the officers, employees and agents of the Authority in connection with the issuance of the Bonds are hereby ratified, approved and confirmed in every respect. 3 Section 8. This Resolution shall become effective immediately upon adoption. PASSED, APPROVED AND ADOPTED at a regular meeting of the Board of Directors of the Lake Elsinore Public Financing Authority this 24th day of May, 2011. ' ,/ ,,>- D7ARYL HICKMAN CHAIRMAN ATTEST: uuo"�ruih(z� - VIRGI I B O M SECR AR APPROVED AS TO FORM: B BARA LEIBOLD AUTHORITY COUNSEL STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE LAKE ELSINORE PUBLIC FINANCE AUTHORITY ) I, Virginia J. Bloom, City Clerk of the City of Lake Elsinore, California hereby certify that PFA Resolution No. 2011 -002 was adopted by the Board of Directors of the Lake Elsinore Public Financing Authority at a regular meeting held on the 24th day of May 2011, and that the same was adopted by the following vote: AYES: NOES: ABSTAIN ABSENT: AUTHORITY MEMBERS: BHUTTA, MAGEE CHAIR TISDALE, and CHAIRMAN HICKMAN None None None MELENDEZ, VICE-