HomeMy WebLinkAboutPFA Reso No 2011-003RESOLUTION NO. 2011-03
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 (1996 SERIES E REFUNDING),
2011 SERIES B IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $1,500,000 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 AN ESCROW AGREEMENT, A
PURCHASE CONTRACT AND A COMMITMENT AGREEMENT AND
PURCHASE CONTRACT FOR THE PURCHASE AND SALE OF LOCAL
OBLIGATIONS OF THE CITY OF LAKE ELSINORE COMMUNITY
FACILITIES DISTRICT NO. 95-1 (LAKE ELSINORE CITY CENTER
PUBLIC IMPROVEMENTS) 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 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 Authority has previously issued its 1996 Local Agency Revenue
Bonds, Series E (the "Prior Authority Bonds") for the purpose of assisting the City of
Lake Elsinore Community Facilities District No. 95-1 (Lake Elsinore City Center Public
Improvements) (the "District") in financing certain public improvements (the "Facilities")
relating to the "Lake Elsinore City Center" located at the northwest quadrant of Grape
Street and Railroad Canyon Road adjacent to Interstate Highway 15; and
WHEREAS, the City Council of the City of Lake Elsinore, as the legislative body
of the District, has authorized the issuance of City of Lake Elsinore Community Facilities
District No. 95-1 (Lake Elsinore City Center Public Improvements) Special Tax Bonds,
2011 Series (the "Local Obligations") for the purpose of refinancing the Facilities; and
WHEREAS, for the purpose of assisting the District in refinancing the Facilities,
the Authority has determined to issue its Local Agency Revenue Bonds (1996 Series E
Refunding), 2011 Series B ( the 'Bonds"); and
WHEREAS, the Authority intends to use a portion of the proceeds of the Bonds
to purchase the Local Obligations pursuant to a Commitment Agreement and Purchase
Contract (the "Commitment Agreement and Purchase Contract") to be entered into
between the Authority and the District, which proceeds will be directed by the District to
cause the refunding of the Prior Authority Bonds;
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 $1,500,000, 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, which is also hereby approved.
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 approves the Escrow 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
Escrow 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 4. 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, which is hereby approved. 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 7.0% per annum.
Section 5. 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
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 6. The Authority hereby approves the purchase of the Local
Obligations pursuant to the Commitment Agreement and Purchase Contract in
substantially the form on file with the Secretary of the Authority and presented to the
Board at this meeting, which is hereby approved. 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 Commitment Agreement and 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.
Section 7. 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 8. 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.
Section 9. 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 8th day of November,
2011.
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L HICKMAN
CHAIRMAN
ATT ST:
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VIRGIN . BL M
SECRETARY
APPROVED AS TO FORM:
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B BARA LEIBOLD
AUTHORITY COUNSEL
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF LAKE ELSINORE )
I, Virginia J. Bloom, Public Financing Authority Secretary of the City of Lake Elsinore,
California, hereby certify that Resolution No. 2011-03 was adopted by the Public
Financing Authority of the City of Lake Elsinore, California, at a regular meeting held on
the 8th day of November 2011, and that the same was adopted by the following vote:
AYES:
NOES:
ABSENT:
Authority Member Melendez, Vice-Chair Tisdale, Authority Member
Magee, Authority Member Weber and Chair Hickman
None
NnnP
ABSTAIN: None