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HomeMy WebLinkAboutPFA Reso No 2015-004 ResolutionRESOLUTION NO. PFA- 2015 -004 RESOLUTION OF THE BOARD OF DIRECTORS OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY, RIVERSIDE COUNTY, CALIFORNIA, AUTHORIZING THE ISSUANCE OF ITS LOCAL AGENCY REVENUE REFUNDING BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED THIRTEEN MILLION DOLLARS ($13,000,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Lake Elsinore Public Financing Authority (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 (the "Act'), and is authorized pursuant to Article 4 of the Act (the "Bond Law ") 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 other local agencies; and WHEREAS, the City of Lake Elsinore Community Facilities District No. 88 -3 (West Lake Elsinore) ( "CFD No. 88 -3 ") previously issued the $24,670,000 City of Lake Elsinore Community Facilities District No. 88 -3 (West Lake Elsinore) Special Tax Bonds, 2008 Series (the "Prior CFD No. 88 -3 Bonds ") to refinance certain public improvements; and WHEREAS, the Authority previously issued the $22,295,000 Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 -3 Refunding), 2008 Series A (the 'Prior Authority Bonds" and together with the Prior CFD No. 88 -3 Bonds, the "Prior Bonds ") to purchase the Prior CFD No. 88 -3 Bonds; and WHEREAS, as a result of favorable conditions in the municipal bond market, the Authority and CFD No. 88 -3 desire to refund the Prior Bonds; and WHEREAS, the Authority, for the purpose of acquiring special tax refunding bonds of CFD No. 88 -3 (the "District Bonds "), the proceeds of which will be utilized to defease and refund the Prior Bonds, has determined to issue its Local Agency Revenue Refunding Bonds (Community Facilities District No. 88 -3) Series 2015B (the "Authority Bonds ") pursuant to and secured by the Indenture (as defined below) providing for the issuance of the Authority Bonds, all in the manner provided therein; and WHEREAS, the Authority Bonds will be secured by debt service payments paid with respect to the District Bonds, the payment of which will be secured by special tax liens on taxable property within CFD No. 88 -3; and WHEREAS, for this financing there has been filed with the Secretary of the Board of Directors of the Authority the forms of the following documents to be executed by the Public Finance Authority Resolution No. 2015 -004 Page 2 of 5 Authority with respect to the issuance of the Authority Bonds, which documents the Board desires to approve for execution as described herein: (1) The Indenture of Trust, (the "Indenture "), by and between the Authority and MUFG Union Bank, N.A., as Trustee; (2) The Bond Purchase Agreement, to be dated the date of sale, by and among Stifel, Nicolaus & Company, Incorporated, as Underwriter (the "Underwriter "), the Authority and CFD No. 88 -3 (the 'Bond Purchase Agreement'); (3) The Escrow Agreement (the "Escrow Agreement') by and among the Authority, CFD No. 88 -3 and MUFG Union Bank, N.A., as Escrow Agent; (4) The Preliminary Official Statement for the Authority Bonds (the 'Preliminary Official Statement'); and (5) The Continuing Disclosure Certificate executed and delivered by the Authority (the documents described in (1) through (5) above are collectively referred to herein as the "Authority Documents "); WHEREAS, the Authority has determined and hereby finds that the issuance of the Authority Bonds and the acquisition of the District Bonds will result in significant public benefits of the type described in Section 6586 of the Bond Law; and NOW, THEREFORE, the Board of Directors of the Lake Elsinore Public Financing Authority does hereby resolve, determine and order as follows: Section 1. Each of the above recitals is true and correct and is adopted by the Board of Directors. Section 2. The Authority Bonds shall be issued in an aggregate principal amount not to exceed $13,000,000 with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 4 below. The Authority Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the Authority in accordance with Section 4 below. The Authority Bonds shall be issued under the terms of the Indenture, the form of which is on file with the Secretary of the Board of Directors. The form of the Indenture presented at this meeting is hereby approved and each of the Chairperson of the Board of Directors, the Executive Director and the Treasurer, or their respective written designees (collectively, the "Authorized Officers "), is hereby authorized to execute the Indenture, in the form hereby approved, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to accomplish the issuance of the Authority Bonds as contemplated by this Resolution. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Indenture by one or more of such Authorized Officers. Public Finance Authority Resolution No. 2015 -004 Page 3 of 5 Section 3. The Authority Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the Chairman of the Board of Directors, and the seal of the Authority, or a facsimile thereof, shall be impressed or imprinted thereon and attested with the manual or facsimile signature of the Secretary of the Board of Directors. MUFG Union Bank, N.A. is hereby appointed to act as the trustee for the Authority Bonds under the Indenture. If the Executive Director determines at any time while the Authority Bonds are outstanding that another bank should be selected to act as trustee for the Authority Bonds, in order to ensure the efficient administration of the Authority Bonds, then the Executive Director, or his designee, is hereby authorized and directed to select and engage a bank or trust company meeting the requirements set forth in the Indenture to act as the trustee for the Authority Bonds under the terms of the Indenture. Section 4. The form of the Bond Purchase Agreement presented at this meeting is hereby approved; and each of the Authorized Officers is hereby authorized to execute the Bond Purchase Agreement in the form so approved, with such additions thereto and changes therein as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the Authority Bonds and the District Bonds as of the sale date or to cure any defect or ambiguity therein. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by one or more of such Authorized Officers; provided, however, that the Bond Purchase Agreement shall be signed only if the Underwriters' discount (exclusive of original issue discount) does not exceed 1.25% of the principal amount of the Authority Bonds and the true interest cost of the Authority Bonds is less than 3.00 %. Each of the Executive Director, the Treasurer and their written designees is authorized to determine the day on which the Authority Bonds are to be priced in order to attempt to produce the lowest borrowing cost for the Authority and may reject any terms presented by the Underwriters to the Authority if determined not to be in the best interest of the Authority. Section 5. The form of the Continuing Disclosure Certificate presented at this meeting is hereby approved; and each of the Authorized Officers is authorized to execute the Continuing Disclosure Certificate in the form hereby approved, with such additions thereto and changes therein as the officers executing the same deem necessary to comply with the requirements of Rule 15c2 -12 of the Securities and Exchange Commission and to cure any ambiguity or defect therein. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Continuing Disclosure Certificate by one or more of such officers. Section 6. The form of the Preliminary Official Statement presented at this meeting is hereby approved, and the Underwriter of the Authority Bonds is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary or desirable by the Authorized Officers, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2- 12 of the Securities and Exchange Commission, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate Public Finance Authority Resolution No. 2015 -004 Page 4 of 5 and not misleading. Each of the Authorized Officers is hereby authorized to execute a final Official Statement in the form of the Preliminary Official Statement, together with such changes as are determined necessary by the Authorized Officers to make such Official Statement complete and accurate as of its date. The Underwriter of the Authority Bonds is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof upon its execution on behalf of the Authority as described above. Section 7. The form of the Escrow Agreement relating to the refunding of the Prior Bonds (the "Escrow Agreement "), with MUFG Union Bank, N.A., as Escrow Bank, and the District, in substantially the form presented herewith is hereby approved; and any one of the Authorized Officers is hereby authorized and directed, for and in the name of the Authority, to execute and the Secretary, or her written designee, is authorized to attest to the Escrow Agreement, with such additions thereto and changes therein as may be approved or required by an Authorized Officer, including changes to conform to the final pricing of the escrow investments and to clarify any ambiguities; provided that the form of Escrow Agreement may be modified to conform to federal tax law requirements or to achieve further savings, with the advice and assistance of Bond Counsel, such approval to be conclusively evidenced by the execution of the Escrow Agreement by an Authorized Officer. MUFG Union Bank, N.A. is hereby appointed to act as Escrow Agent under the Escrow Agreement. Section 8. The Authorized Officers are hereby appointed as the authorized officers of the Authority for all purposes required to effect the issuance of the Authority Bonds and are hereby authorized, empowered, and directed, jointly and severally, to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the foregoing actions. Each of the Executive Director and the Treasurer, or their respective written designees, acting alone, is hereby authorized to negotiate the terms of a commitment (the "Insurance Commitment") for bond insurance for some or all of the Authority Bonds and a commitment for a reserve fund surety bond (the "Surety Commitment') for all or a portion of the Reserve Fund (as defined in the Indenture) from one or more municipal bond insurance companies (an "Insurer ") and, if such officer determines that the acquisition either of a policy or a reserve fund surety bond, or both, from an Insurer will result in net interest rate savings or will result in more annual debt service savings, to pay the premiums for such policy and surety bond from the proceeds of the Authority Bonds and to amend the Authority Documents to the extent necessary to conform to the terms of the Insurance Commitment and the Surety Commitment. Each of the Authorized Officers, acting alone, is further authorized to execute a reimbursement agreement required by the Surety Commitment. Section 9. The Authorized Officers are hereby authorized and directed, 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 consummate the issuance and sale of the Authority Bonds and otherwise to effectuate the purposes of this Resolution. Public Finance Authority Resolution No. 2015 -004 Page 5 of 5 Section 10. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED at a regular meeting of the Board of Directors of the Lake Elsinore Public Financing Authority this 14th day of April, 2015. ATTEST: Uv tv�� Virgini J. 00m, Secretary APPROVED AS TO Counsel to Na asha Joh //nson, Chairperson 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. 2015 -004 was adopted by the Public Financing Authority of the City of Lake Elsinore, California, at a regular meeting held on the 14th day of April 2015, and that the same was adopted by the following vote: AYES: Authority Member Manos, Vice Chair Hickman, Authority Member Tisdale, Authority Member Magee, and Chair Johnson NOES: None ABSENT: None ABSTAIN: None Virginia J. dk—%uth—ority Clerk