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HomeMy WebLinkAboutRDA Reso No 2002Resolution No. RDA 2002- Ol A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, AUTHORIZING AND APPROVING A CONTINLJING APPROPRIATION OF ALL FUNDS NECESSARY TO CONDUCT BUSINESS FOR FISCAL YEAR 2002-03 UNTIL ACTUAL BUDGET CAN BE ADOPTED WHEREAS, The Executive Director has submitted to the Redevelopment Board of the City of Lake Elsinore a proposed budget for Fiscal Year 2002-03; and WHEREAS, the City has in the past adopted all budgets prior to 7uly 1 of each fiscal year; and WHEREAS, due to the current economic uncertainties at the State level and timing and other commitments, the City budget will not be adopted prior to July 1 s` NOW, THEREFORE, the Redevelopment Board will appropriate funds necessary to pay bills, and investments if necessary for Fiscal Year 2002-03. To F.%PIRE ON .TDI.Y 31, 2002. PASSED, APPROVED, AND ADOPTED this 25~' day of 7une 2002 by the following vote: AYES: BOARDMEMBERS NOES: BOARDMEMBERS ABSENT: BOARDMEMBERS ABSTAIIV: BOARDMEMBERS xox BIIC~.EY, HICKMAN, RELLEY, BRIIdLEY SCHIFFNER NONE VICKI KASAD, CIT CLERK APP, OVED A FO LEGALITY 1"- ' ARA L OLD CITY ATTORNEY STATE OF CALIFORNiA ) COUNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) I, VICKI KASAD, CMC, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the foregoing Resolution duly adopted by the Redevelopment Agency of the City of Lake Elsinore at a Regular meeting of said Agency on 30"' day of July, 2002, and that it was so adopted by the following vote: AYES: BOARDMEMBERS BUCKLEY, HICKMAN, KELLEY, SCHIFFNER, BRINLEY NOES: BOARDMEMBERS ABSENT: BOARDMEMBERS ~ ~ _ ~t;> ABSTAIN: ~~~BCtARDMEMBERS: ~: , • ~ ~ ; ,ije 'J"_. " _ VIC~I Ir.ASAD~~MC, CITY CLERK Cl'T ~' ~F LA~~ ELSINORE (SEAL) STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) NONE NONE NONE I, VICKI KASAD, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the above and foregoing is a full, tnxe and correct copy of Resolution No. RDA 2002-O1 of said Agency, and that the same has not been amended or repealed. DA~F'I?:r , July 31, 2002 =~ ~,~ ~~~~``//{{ L ~~., . ~ ~ 5 i~~/ /~ ~ C:.-/ ~-=`JICI~{~ K~S~1D, CNIC', CITY CLERK Cli'I'~I' l~"F L~KE ELSINORE ~',(, L .Lt'~E~' ~. . RESOLUTION NO. RDA 2po~_np RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVIPIG AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT CONCERNING THE TRANSFER OF THE TITLE TO THE LAKESIDE VILLAGE APARTMENTS PROJECT TO ALS LAKESIDE, LP, A COLORADO LIMITED PARTNERSHIP AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY AND ALL NECESSARY AND RELATED DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH WHEREAS, Steadfast Lakeside, L.P., a Califomia limited partnership (the "Transferor"), has entered into an Agreement for Purchase and Sale Of Real Property and Joint Escrow Instructions, as amended by that certain letter agreement dated April 17, 2002, that certain First Amendment to Agreement for Purchase and Sale Of Real Property and Joint Escrow Instructions dated as of May 3, 2002, and that certain Second Amendment to Agreement for Purchase and Sale Of Real Property and Joint Escrow Instructions dated as of June 10, 2002 (collectively, the "Sale AgreemenY'), each between ALS Calico Corporation ("Calico") and the Transferor, wherein Transfexor proposes to transfer ownership of the Project to ALS Lakeside, LP, a Colorado limited partnership (the "Transferee"), which was assigned and accepted all rights and interest in and to the Sale Agreement by Calico pursuant to that certain Assignment of Purchase Contract dated as of June 11, 2002; WHEREAS, Transferor has-requested the consent of the Agency under the terms and conditions of the Regulatory Agreement and Declazation of Restrictive Covenants (the "Original Regulatory AgreemenY'), dated as of November 1, 1999, by and among the Redevelopment Agency of the City of Lake Elsinore (the "Agency"), JPMorgan Chase Bank, (the "Trustee"), as the successor by merger to The Chase Manhattan Bank, as successor by merger to The Cha,e Bank of Texas, National Association and the Transferor, as amended by the First Amendment To Regulatory Agreement, dated as of March 15, 2001 (the "Amendment," and together with the Original Regulatory Agreement, the "Regulatory AgreemenY') by and among the Agency, the Trustee and the Transferor; and WHEREAS, under the terms of Section I1 of the Regulatory Agreements any sale, transfer or other disposition of a Project is null, void and without effect without the written consent of the Agency, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the receipt by the Agency of evidence acceptable to it that (1) the Transferor shall not be in default under the terms of the Regulatory Agreement or under the Amended and Restated Loan Agreement dated as of March 15, 2001 (the "Loan AgreemenY'), between the Agency and the Transferor (which may be evidenced by a Certificate of Continuing Program Compliance) or the Transferee or assignee undertakes to cure any defaults of the Transferor to the reasonable satisfaction of the Agency; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the Transferee or assignee or its property manager has experience in the ownership, operation and management of rental housing developments such as the Project, without any record of RESOLUTION NO. RDA20.02-02 June 25, 2002 Page 2 material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the Transferee or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Transferor or its management company will continue to manage the Project for at least one yeaz following such transfer and during such period will provide traiuing to the transferee and its manager in program compliance; and (4) the Transferee does not have pending against it, and does not have a history of significant and material building code violations or complaints conceming the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (B) the execution by the Transferee or assignee of any document reasonably requested by the Agency or the Trustee with respect to the assumption of the Transferor's obligations under the Regulatory Agreement and the Loan Agreement, including without limitation an insmiment of asswnption thereof, and delivery to the Agency of an opinion of such Transferee or assignee's counsel to the effect that each such document and the Regulatory Agreement aze valid, binding and enforceable obligations of such Transferee or assignee, subjeci to bankruptcy and other standazd limitations affecting creditor's rights; (C) receipt by the Agency of an opinion of Bond Counsel addressed to the Agency to the effect that any such sale, transfer or other disposition will not adversely affect the exclusion pursuant to section 103(a) of the 1954 Code of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes; and (D) receipt by the Agency and Trustee of all fees and/or expenses then currently due and payable to the Agency and Trustee by the Transferor; WHEREAS, unless the Agency, the Trustee and the Bondholder Representative (as defined in the Loan Agreement) consent to the transfer and to the assignment of ihe rights and obligations of the Transferor under Section 5.18 of the Loan Agreement, noiwithstanding any transfer of the Project to another owner in accordance with the provisions of the Loan Agreement or the Regulatory Agreement, the Transferor shall remain obligated to indemnify each Indemnified Parly (as defined in the I,oan Agreement) pursuant to Section 5.18 of the Loan Agreement if such subsequent owner fails to indemnify any party entitled to be indemnified under the terms of the Loan Agreement; WHEREAS, the Agency issued its Redevelopment Agency of the City of Lake Elsinore Multifamily Housing Revenue Bonds (Lakeside Village Project) 1999 Refunding Series A(the "Bonds") in the aggregate principal amount of $5,000,000 in order to facilitate the refinancing of the Project pursuant to a Trust Indenture (the "Original Indenture"), dated as of November 1, 1999, between the Agency and the Trustee, which was amended in its entirety pursuant to an Amended and Restated Trust Indenture entered into as of Mazch 15, 2001, (the "Indenture'~ by and between Agency and the Trustee; WHEREAS, the Bonds have been included in a securitization of rated securities (a "Secondary Market Transaction'~; 4518%/S 3.DOC RESOLUTION NO. RDA ~2D02-02 June 25, 2002 Page 3 WHEREAS, in connection with the issuance of the Bonds and the Secondary Mazket Transaction, the Transferor entered into an Amended and Restated Multifamily Deed of Trust, Assignment of Rents, Securiry Ageement and Fixture Filing, effective as of,Mazch 15, 2001 (the "Deed of TrusY') that secured the Transferor's obligations under the documents relating to the Bonds; WHEREAS, in conjunction with the sale of the Project, the Deed of Trust will be amended pursuant to a Loan Assumption and Modification Agreement ('he "First Amendment") that will, among other things, revise certain definitions related to the entity that owns the Project, clarify the process for including property taxes in the Imposition Deposits as defined in the Deed of Trust, and remove the requirement that the managing general partner of the Borrower as defined under the Deed of Trust to be exempt from federal income tax under Section 501(a) of the United States Intemal Revenue Code (the "Code") as an organization described in 501(c)(3) of the Code; WHEREAS, the Transferee has requested that the Indenture, Loan Agreement and the Regulatory Agreement be amended in order to suspend the requirement of a Mitigation Fee as defined and set forth in the Regulatory Agreement and the Loan Agreement because the Transferee is not entitled to any property tax exemption pursuant to Section 214 of the Revenue and Taxation Code; . WHEREAS, the Agency may permit such suspension so long as the Transferee is not entitled to such exemption; WHEREAS, pursuant to the terms of the Assumption Agreement, the Agency proposes to consent to the transfer of the Project to the Transferee, the assigunent and assumption by Transferee as provided in the Assumption Agreement, and to the modification of the Deed of Trust and any other document as necessary to fulfill the transfer of the Project; WHEREAS, it is in the public interest and for the public benefit that the Agency consent to the sale in order to preserve the low and moderate multifamily housing units provided by the Project. NOW, THEREFORE, BE TT ORDERED as follows: Section 1. Provided that the Transferor and the Transferee meet the conditions for transfer of the Project as set forth in Section 11 of each Regulatory Agreement, the Executive Director of the Agency is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver to the Transferor written evidence of the Agency's consent to the sale of the Project as set forth in the Assumption Agreement, including the consent to the amendment of the Deed of Trust and the Regulatory Agreement as described in this Resolution 45189645_3.OOC RESOLUTION NO. RDA 2002~2 June 25, 2002 Page 4 and the modification of any other document necessary to effectuate the transfer of the Project to Transferee. The Executive Director of the Agency is hereby authorized (upon consultation with Agency Counsel and Bond Counsel) to determine whether or not the conditions set forth in the Regulatory Agreement have been met. The determination that such conditions have been met shall be evidenced by the execution and delivery to the Transferor of the Assumption Agreement signed by the Executive Director of the Agency. Capitalized terms used herein and not defined shail have the meanings assigned to them in the Indenture. Section 2. The proposed form of Amendment (the "Indenture AmendmenP~, dated as oF July 1, 2002, among the Agency, the Trustee, the Bondholder Representative, as defined therein, and the Transferor, amends and supplements the Indenture. The Executive Director of the Agency is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Indenture Amendment in substantially said form, with such additions thereto or changes therein as aze recommended or approved by such officer upon consultation with Agency Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery thereof. Section 3. The proposed form of First Amendment To Loan Agreement (the "Loan AmendmenY~, dated as of July 1, 2002, between the Agency and the Transferor, amends and supplements the Loan Agreement. The Executive Director of the Agency is hereby authorized and d'uected, for and in the name and on behalf of the Agency, to execute and deliver the Loan Amendment in substantially said form, with such additions thereto or changes therein as aze recommended or approved by such officer upon consultation with Agency Counsel and Bond Counsel, the approval of such additions or changes to b?. conclusively evidenced by the execution and delivery thereof. Section 4. The proposed form of Second Amendment To Regulatory Agreement (the "Regulatory AmendmenY'), dated as of July 1, 2002, among the Agency, the Trustee, the Bondholder Representative and the Transferor, amends and supplements the Indenture. The Execurive Director of the Agency is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Regulatory Amendment in substantially said form, with such additions thereto or changes therein as are recommended or appioved by such officer upon consultation with Agency Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery thereof. Section 5. The Executive Director of the Agency is hereby authorized and directed for and in the name of and on behalf of the Agency, to execute and deliver any and all necessary and related documents and take all other necessary and related actions to effectuate the sale of the Project, provided the conditions thereto have been fulfilled. 451896C5 3.DOC RESOLUTION NO. RDA 2002-02 June 25, 2002 Page 5 Section 6. All actions heretofore taken by the Agency to effectuate the transaction contemplated by this Resolution aze hereby ratified, confirmed and approved. Section 7. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 25th day of June 2002. Ayes: BUCKLEY, HICKMAN, KELLEY, SCHIFFNER, BRINLEY Noes: NONE Abstain: NONE Absent: NONE Pamela Brimley, A ST: - ~ `~ oZ Vicki L. Kasad, Secretary AS TO Agency Counsel 4578%CS 3.OOC STATE OF CALIFORNIA ) COLTNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) I, VICKI KASAD, CMC, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the foregoing Resolution duly adopted by the Redevelopment Agency of the City of Lake Elsinore at a Regular meeting of said Agency on 30"' day of July, 2002, and that it was so adopted by the following vote: AYES: BOARDMEMBERS BUCKLEY, HICICMAN, KELLEY, SCHIFFNER, BRINLEY NOES: BOARDMEMBERS ABSENT: BOARDMEMBERS A STAIN; BOARDMEMBERS: ~~` v IC~ AD, CPdIC, CITY CLERK CITY Ok LAKE ELSINORE (SEAL) STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) NONE NONE NONE I, VICKI KASAD, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the above and foregoing is a full, hue and correct copy of Resolution No. RDA 2002-02 of said Agency, and that the same has not been amended or repealed. THI3: Jul;~ 31, 2002 F'JCKI KASAD, CMC, CITY CLERK CITY OF L,Ai~E ELSINORE RDA RESOLUTION NO. 2002- 03 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING AND ADOPTING THE BUDGET FOR FISCAL YEAR 2002-03 AND APPROPRIATING THE FUNDS NECESSARY TO MEET THE EXPENDTTURES SET FORTH THEREIN. WHEREAS, the Executive Director has submitted to the Board of Directors of the Lake Elsinore Redevelopment Agency a budget for Fiscal Year 2002-03 having proposed expenditures for ail funds in the amount of $9,368,600 including pass through as presented; and WHEREAS, the Tax Increment Revenue, Interest Earnings and Reserves aze estimated to be $9,368,600 and will not require assistance from the City in Fiscal yeaz 2002-03. NOW, THEREFORE, the Boazd of Llirectors of the Lake Elsinore Redevelopment Agency does find, determine and :eclaze that 7he budget for Fiscal Year 2002-03 is hereby PASSED, APPROVED AND ADOPTED this 9TH day of July 2002, by the following vote: AYES: BOARDMEMBERS: BUCKLEY, HICKMAN, KELLEY, SCHIFFNER, BRINLEY NOES: BOARDMEMBERS ABSENT: BOARDMEMBERS: ABSTAIN: BOARDMEMBERS: ATT ST: ~ VICKI KASAD, CLERK OF TF~ BOARD AS TO FORM NONE NONE NONE ARA LEIBOLD, LEGAL COUNSEL STATE OF CALIFORNIA } COL7NTY OF RIVERSIDE } SS: CITY OF LAKE ELSINORE } I, VICKI KASAD, CITY CLERK OF TI-IE CTI'Y OF LAKE ELSINORE, DO HEREBY CERTIFY that the foregoing Resolution duly adopted by the Redevelopment Agency of the City of Lake Elsinore at a regulaz meeting of said Agency on the 9th day of Ju 1 v 2002 and that it was so adopted by the following vote: AYES: BOARDMEMBERS: BUCKLEY, HICKMAN, KELLEY, SCHIFFNER, BRINLEY NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE ABSTAIN: BOARDMEMBERS: NONE ~ ~ d+E! ~ y,'~~, a' °'vts VICKI KASAD, CITY CLERK CITY OF LAKE ELSINORE (SEAL) STATE OF CALIFORNIA } COLTNTY OF RIVERSIDE } SS: CITY OF LAKE ELSINORE } I, VICKI KASAD, CITY CLERK OF TI-~ CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. RDA- 2002- 03 of said Agency, and that the same has not been amended or repealed. DA D: July 20, 2002 ~ ~4%w-°w \ VICKI KASAD, CITY CLERK CITY OF LAKE ELSINORE RESOLUTION RDA NO. 2002-04 A RESOLUTION OF Tf~ REDEVELOPMENT AGENCY OF TF~ CITY OF LAKE ELSINORE, CALIFOItNIA REQUESTING TI~ TAX COLLECTOR OF TI-IE COUNTY OF RIVERSIDE TO PLACE SPECIAL TAXES ON TI~ BILLS OF CERTAIN PROPERTIES ~'OR C1FD 90-2 WHEREAS, the Boazd of Directors of the Redevelopment Agency of the City of Lake Elsinore, California (the "Agency"), has heretofore instituted and conducted proceedings under the terms and provisions of the Mello-Roos Community Facilities Act of 1982 (the "Act"), being Chapter 25 of Part 1 of Division 2 of Title 5(commencing at Section 53311) of the State of California Government Code for the acquisition and construction of certain public works of improvements, together with appurtenances and appuRenant work in a special tax district designated as COMMUNITY FACILITIES DISTRICT NO. 90-2 (TUSCANY HILLS PUBLIC IMPROVENLsNTS), hereinafter referred to as the CFD 90-2; and WHEF:EAS, in Agency Resolution RDA No. 90-6 adopted on October 24, 199Q the "Resolution of' Intention"; Agency Resolution No. RDA 90-12 entitled "A Resolution Declaring Results of Special Election and Directing Recording of Notice of Special Ta~c Lien", adopted November 27, 1990; and Agency Ordinance No. RDA 1 entitled "An Ordinance of the Governing Board ofthe Redevelopment Agency ofthe City ofLake Elsinore Lerying Special Taxes Within the Redevelopment Agency of the City ofLake Elsinore Community Faciliti~s District No.90-2 (Tuscany Hills Public Improvements)", adopted December 11, 1990; and WHEREAS, all special taxes in this district were levied without regazd to property valuation; and NOW, Tf~REFORE, the Boazd of Directors of the Redevelopment Agency of the City of Lake Elsinore d~es hereby resolve as follows: 1. That the portion of the principal, interest and other costs related to CFD 90-2 due or coming due through Juae 30, 2003, be placed on the County Taat Rolls and be collected by the Riverside County Tax Collector, as provided for in Exhibit "A" (a summary of fixed charges). 2. That the properties to be so assessed and the related amounts are subrnitted on magnetic tape as requested by the Riverside County Tax Collector, further identified as County Fund No. 68-2364. PAS~ED, APPROVED AND ADOPTED this 30~' day of July, 2002 by the following vote: AYES: BOARDMEMBERS: BUCKLEY, HICKMAN, KELLEY, SCHIFFNER, BRINLEY NOES: BOARD MEMBERS: NONE ABSENT: BOARD MEMBERS: NONE ABSTAIN: BO MEMB S: NONE CITY OF LAKE ATTEST: ~.~.. ~,~ ~~ VICKI L. KASAD CLERK OF THE BOARD APPROVED AS TO FORM : B ARA LE OLD, LE AL COUNSEL CHAIItMAN JT AGENCY REDEVELOPMENT AGENCY OF TE~ CITY OF LAKE ELSINORE EXHIBIT "A" COMMUriITY FACILITIES DISTRICT 90-2 (TUSCANY HII.LS PUBLIC IMPROVEMENTS) SUMMARY OF FIXED CHARGES FOR TAX ROLL FISCAL YEAR 2002-03 FIIND NUMBER 68-2364 TOTALPARCELS 1,029 TOTALCHARGES $2,075,888.70 . .~ STATE OF CALIFORNIA ) COLJNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) I, VICKI KASAD, CMC, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the foregoing Resolution duly adopted by the Redevelopment Agency of the City of Lake Elsinore at a Regular meeting of said Agency on 30~' day of July, 2002, and that it was so adopted by the following vote: AYES: BOARDMEMBERS: BUCKLEY, HICKMAN, KELLEY, SCHIFFNER, BRINLEY NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE A STAIN: BOARDMEMBERS: NONE ~ ~G~'~"'"" I VICKI KASAD, CMC, CITY CLERK CITY OF LAKE ELSINORE (SEAL) STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) I, VICKI KASAD, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. RDA 2002-04 of said Agency, and that the same has not been amended or repealed. D TED: A ust 5 2002 ~ ICKI KASAD, CMC, CITY CLERK CITY OF LAKE ELSINORE RESOLUTION NO. RDA 2002-05 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AUTHORIZING THE ISSUANCE OF REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE COMMUIVITY FACILITIES DISTRICT NO. 90-2 (TUSCANY HILLS PUBLIC IMPROVEMENTS) SPECIAL TAX PARITY BONDS, 2002 SERIES A, APPROVING AND DIRECTING THE EXECUTION OF A THIRD SUPPLEMENTAL FISCAL AGENT AGREEMENT, AN ESCROW AGREEMENT, A PURCTiTASE CONTRACT, A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT AND A CONTINUING DIISCLOSiJRE AGREEMENT, AND AUTHORIZING OFFICIAL ACTIOI+iS AND EXECUTION OF DOCUMENTS RELATED THERETO WHEREAS, the Governing Boazd of the Redevelopment Agency of the City of Lake Elsinore (the "Agency") has conducted proceedings under and pwsuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "AcY'?, to form the Redevelopment Agency of the City of Lake Elsinore Community Facilities I;istrict No. 90-2 (Tuscany Hills Public Improvements) (the "DistricY'), to authorize the levy of special taaces upon the land within the District, and to issue bonds secured by said special taxes, the proceeds of which are to be used to finance certain facilities (the "Facilities"), all as described in the Resolutions entitled, "A Resolution of Formation of Redevelopment Agency of the City of Lake Elsinore Community Facilities District No. 90-2 (Tuscany Hills Public Improvements), Authorizing the Levy of a Special Taac Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Ta~c and the Establishment of the Appropriations Limit to the Qualified Electors of the DistricY' and "A Resolution Determining the Necessity to Incur Bonded Indebtedness Within the Redevelopment Agency of the City of Lake Elsinore Community Facilities District No. 90-2 (Tuscany Hills Public Improvements) and Submitting Proposition to the Qualified Electors of the District", adopted by this date; and WHEREAS, pursuant to said resolutions, an election was held within the District on November 27, 1990 and the qualified electors approved the propositions of the incurrence of the bonded debt and the levy of the special taac by more than two-thirds of the votes cast at said special election; and WHEREAS, on January 23, 1991, the first series of bonds for the District were issued in the aggregate principal amount of $14,088,000 pursuant to a Fiscal Agent Agreement, dated as of December 1, 1990, which was subsequently amended on May 23, 1995, by and between the Agency and the Lake Elsinore Public Financing Authority, designated "Redevelopment Agency of the City of Lake Elsinore Community Faciliries District No. 90-2 (Tuscany Hills Public Improvements) 1990 Special Tax Bonds" (the "1990 Bonds"); and WHEREAS, on May 24, 1995, the Lake Elsinore Public Financing Authority (the "Authority") issued its 1990 Loca1 Agency Revenue Bonds, Series D(the "1995 Authority Bonds"); and 45173952.2 WHEREAS, the 1995 Authority Bonds are secured by the 1990 Bonds held by the Authority; and WHEREAS, for the purpose of refunding the 1995 Authority Bonds, the Agency desires to issue bonds designated "Redevelopment Agency of the City of Lake Elsinore Community Facilities District No. 90-2 (Tuscany Hills Public Improvements) Special Tax Parity Bonds, 2002 Series A" (the "Bonds"); and WHEREAS, there have been submitted to this Governing Board certain documents providing for the issuance of the Bonds and this Governing Board, with the aid of its stafF, has reviewed said documents and found them to be in proper order; and WFIEREAS, all conditions, things and acts required to exist, to haue happened and to have been performed precedent to and in the issuance of said Bonds and the levy of said special taxes as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFQRE, IT IS HEREBY ORDERED as follows: Section 1. Pursuant to the Act, this Resolution and the Third Supplemental Fiscal Agent Agreement (hereafter defined), special tax revenue bonds of the Agency for the District designated as "Redevelopment Agency of the City of Lake Elsinore Community Facilities District No. 90-2 (Tuscany Hills Public Improvements) Special Tax Parity Bonds, 2002 Series A (the "Bonds") in an aggregate principal amount not to exceed $17,000,000 aze hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Third Supplemental Fiscal Agent Agreement. Section 2. The proposed form of Third Supplemental Fiscal Agent Agreement (the "Third Supplemental Fiscal Agent AgreemenY') with respect to the Bonds in the form presented to t}us Governing Board at this meeting, is hereby approved. The Chairperson, the Executive Director or any other member of the Governing Boazd or officer of the Agency (each an "Authorized Officer") is hereby authorized and directed to execute and deliver the Third Supplemental Fiscal Agent Agreement in substantially said form, with such additions thereto or changes therein as are approved by the Authorized Officer upon consultation with Bond Counsel including such additions or changes as aze necessary or advisable in accordance with Section 8 hereof, the approval of such additions or changes to be conclusive ly evidenced by the execution and delivery of the Third Supplemental Fiscal Agent Agreement by the Authorized Officer. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the T'hird Supplemental Fiscal Agent Agreement as fmally executed. Section 3. The proposed form of the Pwchase Contract (the "Purchase ContracY') in the form presented to this meeting, is hereby approved. An Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver said Purchase Contract in said form, with such additions thereto or changes therein as aze 45I73952.2 2 recommended or approved by such officer upon consultation with Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execudon and delivery by the Authorized Officer of said Pwchase Contract. 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 beaz interest at a rate or rates not to exceed 6.0% per annum. The maturity date of the Bonds shall not extent beyond 20 yeazs from their issuance date. The Governing Boazd hereby finds and determinea thaf the sale of the Bonds through a negotiated sale as contemplated by the Purchase Contract will result in lower overall costs. Section 4. The proposed forms of the Escrow Agreement (the "Escrow AgreemenP') in the form presented to this Governing Board at tlus meeting, is hereby approved. An Authorized Officer is hereby authorized and directed to execute and deliver the Escrow Agreement in substantially said form, with such additions thereto or changes therein as aze approved by the Authorized Officer upon consultation with Bond Counsel including such additions or changes as are necessary or advisable in accordance with Section 8 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Escrow Agreement by the Authorized Officer. Section 5. The proposed form of the Continuing Disclosure Agre~ment (the "Continuing Disclosure AgreemenY') in the form presented to this Governing 13oazd at this meeting, is hereby approved. An Authorized Officer is hereby authorized and directed to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such additions thereto or changes therein as aze approved by the Authorized Officer upon consultation +~ with Disclosure Counsel including such additions or changes as are necessary or advisable in accordance with Section 8 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Conrinuing Disclosure Agreement by the Authorized Officer. Section 6. The Governing Board hereby approves the Preliminary Official Statement relating to the Bonds, substantially in the form presented to this Governing Board at this meeting, with such revisions, amendments and completions as shall be approved by an Authorized Officer with the advice of Bond and Disclosure Counsel, in order to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2-12(b)(1) of Title 17 of the Code of Federal Regulations ("Rule 15c2-12"), and any certificate relating to the finality of the Official Statement under Rule 15c2- Y2. An Authorized Officer is authorized and directed to execute and delive:~ a final Official Statement in substautially the form hereby approved, with such additions and changes as may be approved by Bond and Disclosure Counsel and the Authorized Officer executing the same, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The Agency hereby covenants, for the benefit of the Bondowners, to commence and diligenUy pwsue to completion any foreclosure action regazding delinquent installments of any amount levied as a special taaf for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Third Supplemental Fiscal Agent Agreement. 451739522 3 Section 8. All actions heretofore taken by the officers and agents of the Agency with respect to the sale and issuance of the Bonds are hereby approved, confirmed and rntified, and the proper officers of the Agency are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawfui'issuance and delivery of the Bonds in accordance with this resolution, and any certificate, ageement, and other document described in the documents herein approved. Section 9. Each of the Authorized Officers are hereby suthorized and directed, for and in the name and on behalf of the Agency, to do any and all tl~ings and take any and all actions, including the publication of any notices necessary or desinble in connection with the sale of the Bonds, procurement of a municipal bond insurance policy and reserve fund surety bond, and execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consenu, instruments of conveyance, warrants and other documents, which ihey, or any of them, deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein. Section 10. The resoludon shall take effect from and after iu adoption. ~. PASSED AND ADOPTED this 30thday of ~U~Y , 2002 Ayes: Noes: Abstain: Absent: Councilmembers: Buckley, Hickman, Kelley, Schiffner, Brinley Councilmembers: None Councilmembers: None Councilmembe ATTEST: L~CX~~//`~~ '"_"\ Secretazy APPROVED AS TO FORM AND LEGALITY: ~ Counsel 45173952.2 STATE OF CALIFORNIA ) COLTNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) I, VICKI KASAD, CMC, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the foregoing Resolution duly adopted by the Redevelopment Agency of the City of Lake Elsinore at a Regular meeting of said Agency on 30°i day of July, 2002, and that it was so adopted by the following vote: AYES: BOARDMEMBERS BUCKLEY, HICKMAN, KELLEY, SCHIFFNER, BRINLEY NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS AB TAIN: BOARDMEMBERS: ~ ~ VICKI KASAD, CMC, CITY CLERK CITY OF LAKE ELSINORE (SEAL) STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) NONE NONE NONE I, VICKI KASAD, CITY CLERK OF THE CITY OF LAKE ELSINORE, DO HEREBY CERTIFY that the above and foregoing is a full, true and conect copy of Resolution No. RDA 2002-OS of said Agency, and that the same has not been amended or repealed. DA D: August 5, 2002 ~ <n_1~ ~ VICKI KASAD, CMC, CTTY CLERK CITY OF LAKE ELSINORE