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HomeMy WebLinkAboutFFA Reso No. 2019-1 FFA Refunding Bonds Project Area No. 1 and Area No. 2RESOLUTION NO. FFA 2019 -001 RESOLUTION OF THE LAKE ELSINORE FACILITIES FINANCING AUTHORITY APPROVING THE ISSUANCE OF TAX ALLOCATION REVENUE REFUNDING BONDS AND THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, A PROJECT AREA NO. I LOAN AGREEMENT AND A PROJECT AREA NO. 11 LOAN AGREEMENT BETWEEN THE AUTHORITY AND THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Lake Elsinore (the "City ") and the Parking Authority of the City of Lake Elsinore have heretofore entered into a Joint Exercise of Powers Agreement pursuant to the Marks -Roos Local Bond Pooling Act of 1985 (California Government Code Section 6584 et seq.) (the "Act ") establishing the Lake Elsinore Facilities Financing Authority (the "Authority') for the purpose of issuing its bonds to provide financial assistance to the City; and WHEREAS, pursuant to the Act, the Authority has the power and authority to make loans to or acquire bonds issued by its members for its purposes on a negotiated basis; and WHEREAS, the Lake Elsinore Public Financing Authority (the "Public Financing Authority ") has previously issued its $29,435,000 Tax Allocation Revenue Bonds (1999 Series A Refunding), 2010 Series C Bonds (the "2010C Bonds "), and loaned the proceeds of the 2010C Bonds to the former Redevelopment Agency of the City of Lake Elsinore (the "Former Agency') pursuant to (i) that certain Project Area No. I Loan Agreement, dated as of November 1, 2010 (the "2010 Project Area I Loan Agreement') between the Former Agency and the Public Financing Authority; and (ii) that certain Project Area No. II Loan Agreement, dated as of November 1, 2010 (the "2010 Project Area II Loan Agreement' and together with the 2010 Project Area I Loan Agreement, the "2010 Loan Agreements ") between the Former Agency and the Public Financing Authority; and WHEREAS, the Authority and the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (the "Agency') have determined that it would be in the best interests of the Authority and the Agency to authorize the preparation, sale and delivery by the Authority of Tax Allocation Revenue Bonds (the "Bonds ") for the purpose of refinancing the 2010 Loan Agreements in order to achieve debt service savings and reduce the total loan payments to be made by the Agency; and WHEREAS, the Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the Act; and WHEREAS, the proceeds of the Bonds will be used to (i) make a loan (the "Project Area I Loan ") to the Agency in the principal amount not to exceed $9,000,000 ; (ii) make a loan (the "Project Area 11 Loan" and together with the Project Area I Loan, the "Loans ") to the Agency in the principal amount not to exceed $7,000,000; (iii) pay the costs of issuance of the Bonds; and, (iv) if determined to be appropriate by the Authorized Officers (defined below), or any of them, fund a reserve fund, and /or pay the cost of municipal bond insurance and /or debt service reserve surety bond for the Bonds; and WHEREAS, the proceeds of the Project Area I Loan and the Project Area II Loan will be used by the Agency to prepay the 2010 Project Area I Loan and the 2010 Project Area II Loan, respectively, which prepayment will in turn cause the redemption of the 2010C Bonds; and WHEREAS, the projects being financed or refinanced by the Bonds (collectively, the "Project ") are located within the boundaries of the Authority; and WHEREAS, the Successor Agency has prior to the consideration of this resolution held a public hearing on the financing of the Project with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 130 South Main Street, Lake Elsinore, California, on June 25, 2019; and WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in The Press - Enterprise, a newspaper of general circulation in the Successor Agency; and WHEREAS, in compliance with Senate Bill 450 (Chapter 625 of the 2017 -2018 Session of the California Legislature), which added Section 5852.1 to the California Government Code the Authority has obtained from its Municipal Advisor required good faith estimates relating to the Bonds, and such estimates are disclosed and set forth in the staff report submitted to the Board of Directors herewith; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing for the purpose, in the manner and upon the terms herein provided. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE LAKE ELSINORE FACILITIES FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The issuance of not to exceed $16,000,000 principal amount Lake Elsinore Facilities Financing Authority (Rancho Laguna Redevelopment Project Areas No. I and No. 11) Tax Allocation Revenue Refunding Bonds, Series 2020A is hereby authorized and approved. The final principal amount of the Bonds shall be determined by the Executive Director of the Authority and shall be in an amount sufficient to make the Loans to the Agency and pay all related costs. The Board of Directors has determined and hereby finds that the Authority's assistance in financing the Project by the issuance and delivery of the Bonds will result in significant public benefits of the type described in Section 6586 (a) through (d), inclusive, of the Act. Section 2. The form of Indenture of Trust relating to the Bonds by and between the Authority and Wilmington Trust, National Association (the "Indenture ") presented herewith is hereby approved. The Chair of the Authority, or such other member of the Board of Directors as the Chair may designate, the Executive Director of the Authority and the Treasurer of the Authority, or their respective written designee (each an "Authorized Officer and collectively, the "Authorized Officers ") are, and each of them is, hereby authorized and directed, for and in the name of the Authority, to execute and deliver the Indenture in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, the true interest cost of the Bonds shall not exceed 4.0 %. If the Bonds are to be sold in separate taxable or tax - exempt series at different times, each of the Authorized Officers is hereby authorized and directed in the name of the Authority to execute any supplement to the Indenture or separate Indenture in substantially the form presented herewith, to provide for the issuance of such series of Bonds consistent with the terms of this Resolution. Each of the Authorized Officers is hereby authorized and directed to execute and countersign each of the Bond forms on behalf of the Authority, either manually or by facsimile, and such signing as herein provided shall be a sufficient and binding execution of the Bonds on behalf of the Authority. In case any of such officers whose signature appears on the Bond forms shall cease to be such officer before the delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all purposes as though such officer had remained in office until the delivery of the Bonds. Section 3. Wilmington Trust, National Association, is hereby appointed as Trustee under the Indenture relating to the Bonds, to take any and all action provided for therein to be taken by the Trustee. Section 4. The Authority hereby authorizes and approves the Loans to be made to the Agency by the Authority from the proceeds of the Bonds pursuant to and in accordance with the terms of the Loan Agreements by and between the Authority and the Agency. The Authorized Officers are hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute, acknowledge and deliver said Loan Agreements in substantially the forms presented herewith with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution thereof. Section 5. The Executive Director or any other Authorized Officer shall determine whether the 2020A Bonds shall be sold by negotiated sale to Stifel, Nicolaus & Company, Incorporated (the "Underwriter "), pursuant to a bond purchase agreement, in a form approved by such Authorized Officer, or by private placement to a private bank selected by an Authorized Officer. In the event the Bonds are sold by private placement with a bank, the Authority hereby appoints the Underwriter to serve as placement agent and authorizes the Authorized Officers to negotiate and execute a placement agent agreement with the Underwriter. Any bond purchase agreement or placement agent agreement shall be signed only if the terms of such agreement comply with the requirements and parameters set forth in this Resolution, in particular Sections 1, 2 and 7 hereof.. Section 6. Stradling Yocca Carlson & Rauth, a Professional Corporation, is hereby approved and appointed as Bond Counsel and Disclosure Counsel, Urban Futures, Inc., is hereby appointed as Municipal Advisor, HdL Coren & Cone is hereby appointed as Fiscal Consultant, Wilmington Trust, National Association is hereby appointed as Trustee, and Stifel, Nicolaus & Company, Incorporated is hereby appointed as underwriter or placement agent, as applicable, each to provide such services to the Authority and any other related services as may be required to issue the Bonds and to defease and /or prepay the 2010 Loan Agreements. Section 7. Each of the Authorized Officers and other appropriate officers of the Authority, acting alone, is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and contracts that they may deem necessary or advisable in order to consummate the sale, execution and delivery of the Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Bonds, the Indenture, the Loan Agreements, and the Escrow Agreement, each in order to facilitate the issuance of the Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, without limitation, to amend any of the legal documents entered into in connection with the 2010 Loan Agreements in order to effectuate the defeasance and refunding of the 2010 Loans, to execute irrevocable refunding instructions with respect to the prepayment of the 2010 Loans and the redemption and defeasance of the 2010C Bonds, to secure municipal bond insurance on the Bonds and /or a reserve surety to fund any reserve account or fund established for the Bonds, if available (which may include entering into a mutual insurance agreement(s) therefor), to enter into an agreement to sell the Bonds (provided that the underwriter's discount for the sale of the Bonds shall not exceed 0.8% of the aggregate principal amount of the Bonds), or to request subordination of any amounts required to be paid to an affected taxing entity to any or all of the Bonds, as the Authorized Officer may require or approve, in consultation with Bond Counsel and the Authority's Municipal Advisor, and any such actions heretofore taken by such officers in connection therewith are hereby ratified, confirmed and approved. Section 8. This Resolution shall take effect upon adoption. PASSED AND ADOPTED by the Lake Elsinore Facilities Financing Authority, this 25t1 day of June 2019. Brian Tis a e Vice Chair ATTESTED: Mark Mahan Deputy Secretary STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Mark Mahan, Deputy Secretary of the Lake Elsinore Facilities Financing Authority, hereby certify that Resolution No. FFA 2019 -001 was adopted by the Lake Elsinore Facilities Financing Authority at a Regular meeting held on the 25th day of June 2019 by the following vote: AYES: Agency Members Sheridan and Magee; Vice -Chair Tisdale NOES: None ABSTAIN: None ABSENT: Agency Member Johnson and Chair Manos Mark Mahan Deputy Secretary