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HomeMy WebLinkAboutPFA Reso No 2013-002RESOLUTION NO. PFA- 2013 -001 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 (COMMUNITY FACILITIES DISTRICT 88 -3), 2013 SERIES B 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 AN ESCROW AGREEMENT, A PURCHASE CONTRACT AND A COMMITMENT AGREEMENT AND PURCHASE CONTRACT FOR THE PURCHASE OF LOCAL OBLIGATION BONDS OF THE CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO. 88 -3 (WEST LAKE ELSINORE) 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 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 City Council of the City of Lake Elsinore, as the legislative body of the City of Lake Elsinore Community Facilities District No. 88 -3 (West Lake Elsinore) (the "District "), previously authorized the issuance of City of Lake Elsinore Community Facilities District No. 88 -3 (West Lake Elsinore) Subordinate Special Tax Bonds, 2008 Series (the "2008 District Bonds ") for the purpose of refinancing the purchase, construction, expansion or rehabilitation of certain real and other tangible property with an estimated useful life of five years or longer, including public infrastructure facilities which the City or the District is authorized by law to construct, own or operate, which are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the District (the "Facilities "); and WHEREAS, the 2008 District Bonds secure in part the payment of debt service on the Authority's 2003 Local Agency Revenue Refunding Bonds, Series H (the "Prior Bonds "); 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. 88 -3 (West Lake Elsinore) Subordinate Special Tax Bonds, 2013 Series (the 78870815.1 "Local Obligations ") for the purpose of refinancing the purchase, construction, expansion or rehabilitation of the Facilities; and WHEREAS, for the purpose of assisting the City and the District in refinancing the Facilities, the Authority has determined to authorize the issuance of its Local Agency Revenue Bonds (Community Facilities District 88 -3), 2013 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 for Purchase and Sale of Local Obligation Bonds (the "Commitment Agreement and Purchase Contract ") to be entered into between the Authority and the District and to refund the 2008 District Bonds resulting in a redemption of a portion of the Prior 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 $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 5.0% 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 78870815.1 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 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 5. 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. 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 6. 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 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. 78870815.1 - 3 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 M day of , 2013. AS TO COUNSEL TO 78870815.1. 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Virginia J. Bloom, City Clerk of the City of Lake Elsinore, California, hereby certify that PFA Resolution No. 2013 -001 was adopted by the Public Financing Authority of the City of Lake Elsinore, California, at a regular meeting held on the 23`d day of April 2013, and that the same was adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN Agency Member Hickman, Agency Member Magee, Johnson, Vice Chair Tisdale and Chairman Manos None None None Agency Member