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HomeMy WebLinkAboutFFA Reso No. 2021-3 Lease Revenue Refunding Bonds Series 2021A RESOLUTION NO. FFA 2021-3 RESOLUTION OF THE BOARD OF DIRECTORS OF THE LAKE ELSINORE FACILITIES FINANCING AUTHORITY, LAKE ELSINORE, CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A GROUND LEASE, LEASE AGREEMENT, AN INDENTURE, AN ASSIGNMENT AGREEMENT AND A TERM SHEET IN CONNECTION WITH THE ISSUANCE OF LAKE ELSINORE FACILITIES FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, SERIES 2021A, AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $11,000,000, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS Whereas, the Lake Elsinore Recreation Authority (the “Recreation Authority”) has previously issued its Lease Revenue Refunding Bonds (Public Facilities Project) Series 2013 (the “2013 Bonds”) to refinance the costs of various “public capital improvements” within the meaning of the Act (defined below), all of which are located within the boundaries of the City of Lake Elsinore (the “City”) and collectively constitute the “Project;” Whereas, the Lake Elsinore Facilities Financing Authority (the “Authority”) and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery of the “Lake Elsinore Facilities Financing Authority Lease Revenue Refunding Bonds, Series 2021A” (the “Bonds”) for the purpose of further refinancing the costs of the Project by refunding the 2013 Bonds; Whereas, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”) pursuant to which the City will lease certain real property (which real property shall consist of assets generally described as the Canyon Hills Fire Station No. 94, McVicker Park Fire Station No. 85, Rosetta Canyon Fire Station No. 97, Alberhill Community Park, Lake Point Park, McVicker Canyon Park & Skate Park, and Rosetta Canyon Community Park & Dog Park (together, the “Leased Assets”) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which are pledged to the owners of the Bonds by the Authority pursuant to an Indenture of Trust by and between Wilmington Trust, National Association (the “Trustee”) and the Authority (the “Indenture”); Whereas, the Authority and the Trustee desire to enter into an Assignment Agreement in order to provide, among other things, that all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee; Whereas, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”); Whereas, following distribution to various private placement banks of a Request for Proposals, the Authority and the City have been presented with a term sheet from Bank of the West (the “Purchaser”), pursuant to which the Purchaser has agreed to purchase the Bonds through a direct placement; DocuSign Envelope ID: 16B69046-96C0-402D-9696-BCB159FE1636 Reso. No. FFA 2021-3 Page 2 of 4 Whereas, the City and the Authority have determined that a direct placement sale of the Bonds to the Purchaser will result in a significant public benefit to the City, taking into consideration the expected lower administrative expenses and the ability to facilitate a more efficient and timely closing than a public sale; Whereas, the City is a member of the Authority and the Project is located within the boundaries of the City; Whereas, the Board of Directors of the Authority (the “Board of Directors”) has been presented with the form of each document referred to herein, and the Board of Directors has, with the assistance of the Authority’s staff, reviewed each document and desires to approve, and authorize and direct the execution of, such documents and the consummation of such refinancing; 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, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE LAKE ELSINORE FACILITIES FINANCING AUTHORITY, as follows: Section 1. All of the recitals herein contained are true and correct and the Board of Directors so finds. Section 2. The forms of the Lease Agreement and the Ground Lease, on file with the Secretary of the Authority, are hereby approved, and 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 (the “Authorized Officers”), are each hereby authorized and directed, acting alone, for and in the name and on behalf of the Authority, to execute and deliver the Lease Agreement and the Ground Lease, in substantially said forms, with such changes, insertions and omissions 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, however, that the term of the Lease Agreement and the Ground Lease shall terminate no later than February 1, 2032 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 3.00% per annum. Section 3. The form of Indenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions 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, however, that the aggregate amount of the Bonds shall not exceed $11,000,000, the final maturity date of the Bonds shall be no later than February 1, 2032 and the true interest cost applicable to the Bonds shall not exceed 3.00% per annum. Section 4. The issuance of not to exceed $11,000,000 aggregate principal amount of the Bonds, in the principal amount(s), bearing interest at the rate(s) and maturing on the date(s) as specified in the Indenture as finally executed, is hereby authorized and approved. DocuSign Envelope ID: 16B69046-96C0-402D-9696-BCB159FE1636 Reso. No. FFA 2021-3 Page 3 of 4 Section 5. The form of Assignment Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each, acting alone, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The Purchaser has offered to purchase the Bonds on a direct placement basis pursuant to the terms of a Term Sheet (the “Term Sheet”), in the form submitted at this meeting and made a part hereof as though set forth in full herein. The Authorized Officers, each acting alone, are hereby authorized and directed to execute the Term Sheet, if necessary, and to take any and all actions necessary to effectuate the sale of the Bonds to the Purchaser in accordance with the Term Sheet, and any such actions previously taken are hereby ratified and approved. Section 7. The form of the Placement Agent Agreement (the “Placement Agent Agreement”) among the City, the Authority and Stifel, Nicolaus & Company, Incorporated, as Placement Agent, in the form presented herewith, is hereby approved. The Authorized Officers each acting alone, are hereby authorized and directed, for and in the name of the Authority, to execute and deliver the Placement Agent Agreement, if necessary, in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, revising the bond caption in the documents approved herein. Each of the Authorized Officers is hereby expressly authorized to remove, add or substitute one or more additional City-owned properties for any or all of the Leased Assets, should such Authorized Officer determine in his or her sole discretion that it is in the best interests of the Authority to use alternative City-owned property. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified Section 9. The Board of Directors acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved. Section 10. This Resolution shall take effect from and after its date of adoption. Passed and Adopted at a regular meeting of the Lake Elsinore Facilities Financing Authority this 14th day of December 2021. Robert E. Magee Chair DocuSign Envelope ID: 16B69046-96C0-402D-9696-BCB159FE1636 Reso. No. FFA 2021-3 Page 4 of 4 Attest: Candice Alvarez, MMC Secretary STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Candice Alvarez, MMC Secretary of the Lake Elsinore Facilities Financing Authority do hereby certify that Resolution No. FFA 2021-3 was adopted by the Lake Elsinore Facilities Financing Authority at the Regular meeting of December 14, 2021 and that the same was adopted by the following vote: AYES: Authority Members Tisdale, Johnson, and Manos; Vice-Chair Sheridan; and Chair Magee NOES: None ABSENT: None ABSTAIN: None Candice Alvarez, MMC Secretary DocuSign Envelope ID: 16B69046-96C0-402D-9696-BCB159FE1636