HomeMy WebLinkAboutPFA Reso No 2019-003 Refunding Bonds CFD 2005-2 Alberhill RanchPFA RESOLUTION NO. 2019-OO3
A 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 SEVEN MILLION FIVE
HUNDRED THOUSAND DOLLARS ($7,5OO,OOO) 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, to refinance certain public improvements, City of Lake Elsinore Community Facilities
District No. 2005-2 (Alberhill Ranch) ('CFD No. 2OO5-2") previously issued the $21,095,000 City
of Lake Elsinore Community Facilities District No. 2005-2 (Alberhill Ranch) lmprovement Area A
2015 Special Tax Refunding Bonds (the'2015 CFD No. 2005-2 Bonds"), pursuant to a Bond
lndenture dated as of March 1, 2015 (the "CFD 2005-2 lndenture") by and between CFD No.
2005-2 and Wilmington Trust, National Association, as successor trustee; and,
Whereas, the Authority previously issued the $108,845,000 Lake Elsinore Public Financing
Authority Local Agency Revenue Refunding Bonds, Series 2015 (the "2015 Authority Bonds"),
pursuant to the lndenture of Trust dated as of March 1, 20'15 (the "Authority lndenture"), by and
between the Authority and Wilmington Trust, National Association, as successor trustee, a portion
of the proceeds of which were applied to purchase the 2015 CFD No. 2005-2 Bonds; and,
Whereas, the 2015 Authority Bonds are secured by debt service payments paid with respect to
local obligations issued by certain community facilities districts formed by the City of Lake
Elsinore, including the 2015 CFD No. 2005-2 Bonds (collectively, the "Prior Local Obligations");
and,
Whereas, a portion of the 201 5 Authority Bonds constituting the Alberhill Term Bonds (as defined
in the Authority lndenture) may be redeemed from the proceeds derived from the redemption of
the Alberhill Local Obligation Term Bonds (as defined in the Authority lndenture), which Alberhill
Local Obligation Term Bonds are a portion of the 2015 CFD No. 2005-2 Bonds; and,
Whereas, the Authority, for the purpose of acquiring special tax refunding bonds to be issued by
CFD No. 2005-2 (the '2019 CFD No. 2005-2 Bonds"), the proceeds of which will be utilized to
refund and redeem the Alberhill Local Obligation Term Bonds, has determined to issue its Local
Agency Revenue Refunding Bonds Series 2019 (the "2019 Authority Bonds") pursuant to and
secured by the Authority lndenture, as supplemented by the First Supplemental lndenture
(defined below) providing for the issuance of the 2019 Authority Bonds, all in the manner provided
therein; and,
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PFA Reso. No.2019-003
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Whereas, the 2015 Authority Bonds and the 201 I Authority Bonds will be secured by debt service
payments paid with respect to the Prior Local Obligations, including the 2015 CFD No. 2005-2
Bonds which remain outstanding after the refunding described herein, and the 2019 CFD No.
2005-2 Bonds, the payment of which will be secured by special tax liens on taxable property within
the respective community facilities districts or improvements areas therein, as applicable; and,
Whereas, there has been a request for bids from potential purchasers of the 201 9 Authority Bonds
(the "Bid Request"); and,
Whereas, in response to the Bid Request, CN Financing, lnc. (the "Purchaser") offered the most
favorable combination of terms and cost of bonowing in connection with the sale on a direct
placement basis of the 2019 Authority Bonds, 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 Authority with respect
to the issuance of the 2019 Authority Bonds, which documents the Board desires to approve for
execution as described herein:
(1) The First Supplemental lndenture of Trust, dated as of December 1, 2019 (the
'First Supplemental lndenture"), by and between the Authority and Wilmington Trust National
Association, as Trustee;
(2) The Local Obligations Bond Purchase Agreement by and between the Authority
and the CFD No. 2005-2 (the "Local Bond Purchase Agreement");
(3) The Escrow Agreement dated as of December 1, 2019 (the "Escrow Agreement"),
by and between the Authority and Wilmington Trust National Association, as Escrow Agent (the
"Escrow Agent") relating to the refunding of the Alberhill Term Bonds; and
(4) The Placement Agent Agreement by and between the Authority and Stifel,
Nicolaus & Company, lncorporated, as Placement Agent (the "Placement Agent"), with respect to
the 2019 Authority Bonds (the "Placement Agent Agreement").
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE LAKE ELSINORE PUBLIC
FINANCING AUTHORITY, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
FOLLOW:
Section l.
Directors.
Each of the above recitals is true and correct and is adopted by the Board of
Section 2. The 2019 Authority Bonds shall be issued in an aggregate principal amount not to
exceed $7,500,000 with the exact principal amount to be determined by the official signing the
Term Sheet (as defined below) in accordance with Section 5 below; provided that 2019 Authority
Bonds shall only be issued if the aggregate net present value savings for the debt service on the
2019 Authority Bonds as compared to the debt service on the Alberhill Term Bonds refunded by
the 2019 Authority Bonds shall be at least 3% of the principal amount of the Alberhill Term Bonds
refunded. The 2019 Authority Bonds shall mature on the dates and pay interest at the rates set
forth in the First Supplemental lndenture to be executed on behalf of the Authority. The 2019
Authority Bonds shall be issued under the terms of lhe Authority lndenture as supplemented by
the First Supplemental lndenture, the form of which is on file with the Secretary of the Board of
Directors. The form of the First Supplemental lndenture presented at this meeting is hereby
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approved and each of the Chairperson of the Board of Directors, the Executive Director and the
Treasurer, ortheir respective written designees (collectively, the "Authorized Officers"), is hereby
authorized to execute the First Supplemental lndenture, 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 2019 Authority Bonds as contemplated by this
Resolution. Approval of such changes shall be conclusively evidenced by the execution and
delivery of the First Supplemental lndenture by one or more of such Authorized Officers.
Section 3. The 2019 Authority Bonds shall be executed on behalf of the Authority by the
manual or facsimile signature of the Chairperson of the Board of Directors and attested with the
manual or facsimile signature of the Secretary of the Board of Directors. Wilmington Trust,
National Association, is hereby appointed to act as the trustee for the 2019 Authority Bonds under
the Authority lndenture, as supplemented by the First Supplemental lndenture. Subject to the
terms of the Authority lndenture, if the Executive Director determines at any time while the 20 19
Authority Bonds are outstanding that another bank should be selected to act as trustee for the
2019 Authority Bonds, in order to ensure the efficient administration of the 201 9 Authority Bonds,
then the Executive Director, or his or her designee, is hereby authorized and directed to select
and engage a bank or trust company meeting the requirements set forth in the Authority lndenture
to act as the trustee for the 2019 Authority Bonds under the terms of the Authority lndenture.
Section 4. The Board of Directors hereby ratifies the distribution of the Bid Request.
Section 5. The sale of the 2019 Authority Bonds to the Purchaser is hereby ratified and
approved and each of the Authorized fficers is hereby authorized and directed to enter into and
execute an agreement or a term sheet (the "Term Sheet") setting forth certain terms of the sale
of the 2019 Authority Bonds in form and substance satisfactory to the Authorized Officer executing
the same, Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond Counsel and
Urban Futures lncorporated, as Municipal Advisor. ln the event that the final Term Sheet as
proposed by the Purchaser is not in form and substance satisfactory to the Authorized Officer
executing the same, the Authorized Officers are each hereby authorized to select an alternate
purchaser for the 2019 Authority Bonds and to execute an agreement or a term sheet with such
alternate purchaser with terms consistent with this Resolution.
Section 6. The form of the Local Bond Purchase Agreement presented at this meeting is
hereby approved; and each of the Authorized Officers is hereby authorized to execute the Local
Bond Purchase Agreement in the form so approved, with such additions thereto and changes
therein as are necessary to conform the Local Bond Purchase Agreement to the dates, amounts
and interest rates applicable to the Local Obligations 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 ofthe Local Bond Purchase Agreement by one or more of such officers.
Section 7. The form of the Escrow Agreement presented at this meeting is hereby approved;
and each of the Authorized Officers is authorized to execute the Escrow Agreement in the form
hereby approved, with such additions thereto and changes therein as the officers executing the
same deem necessary and to cure any ambiguity or defect therein. Approval of such changes
shall be conclusively evidenced by the execution and delivery of the Escrow Agreement by one
or more of such officers.
Section 8. Stifel, Nicolaus & Company, lnc. is hereby appointed to act as Placement Agent
for the 20'19 Authority Bonds on behalf of the Authority. The form of the Placement Agent
Agreement presented at this meeting is hereby approved; and each of the Authorized Officers is
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authorized to execute the Placement Agent Agreement in the form hereby approved, with such
additions thereto and changes therein as the officers executing the same deem necessary and to
cure any ambiguity or defect therein. Approval of such changes shall be conclusively evidenced
by the execution and delivery of the Placement Agent Agreement by one or more of such officers.
Section 9. The Authorized Officers are authorized to provide for all services necessary to
affect the issuance of the 2019 Bonds. Such services shall include, but not be limited to, obtaining
legal services, trustee services and any other services deemed appropriate as set forth in a
certificate of any one of the Authorized Officers. The Authorized Officers are authorized to pay
forthe cost of such services, together with any other costs of issuance, from 2019 Bond proceeds.
Section 10. The Authorized Officers are hereby appointed as the authorized officers of the
Authority for all purposes required to effect the issuance of the 2019 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 consummate the issuance and sale
of the 2019 Authority Bonds and otherwise to effectuate the purposes of this Resolution.
Section'll. 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 relating to the
approvals set forth in this Resolution and are available to the public at the meeting at which this
Resolution is approved.
Section 12. This Resolution shall take effect immediately upon its adoption.
Passed and Adopted at a regular meeting of the Lake Elsinore Public Financing Authority
this 1Oth day of December 201 9.
Brian Tisdale
Brian Tisdale, Chair
Attest:
Candice Alvarez
Candice Alvarez, MMC
Secretary
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STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) ss.
CITY OF LAKE ELSINORE)
l, Candice Alvarcz, MMC, Secretary of the Lake Elsinore Public Financing Authority, do hereby
certify that Resolution No. 2019-003 was adopted by the Board of Directors of the Lake Elsinore
Public Financing Authority, at the Regular meeting of December 1 0, 2019, and that the same was
adopted by the following vote:
AYES: Board Members Johnson, Manos, and Magee; Vice Chair Sheridan, and Chair Tisdale
NOES: None
ABSENT: None
ABSTAIN: None
Candice Alvarez
Candice Alvarez, MMC
Secretary