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HomeMy WebLinkAboutPFA Reso No 1989 RESOLUTION NO. PFA 89-1 A RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY, ELECTING OFFICERS OF SAID AUTHORITY. WHEREAS, the City Council of the City of Lake Elsinore and the Redevelopment Agency of the City of Lake Elsinore have ,.... I formed a Public Financing Authority of the City of Lake Elsinore; and WHEREAS, the City Council and the Redevelopment Agency have declared themselves to be the Board of Directors of the Public Financing Authority; NOW, THEREFORE, the Lake Elsinore Public Financing Authority does hereby resolve as follows: SECTION 1. There shall be appointed officers as follow: Chairman: ('-Jill Buck Vice-Chairman: Bill Starkey Secretary: Ron Mo 1 endyk SECTION 2. All administration activities of the - Authority shall be performed by City Staff. SECTION 3. This resolution shall take effect immediately upon its passage. PASSED, APPROVED AND ADOPTED this 8th day of August , 1989, upon the following vote: AYES: BOARDMEMBERS: DOMINGUEZ, STARKEY, WASHBURN, vJINKLER, BUCK NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE ABSTAIN: BOARDMEMBERS: NONE CHAIRMAN, LAKE ELSINORE PUBLIC FINANCING AUTHORITY ,.- A'I''I'EST:/~ (J;\J~ .Du-- SECRETARY, LAKE ELSINORE PUBLIC FINANCING AUTHORITY APPROVED A 0 FORM & LEGALITY: JDvrv~ JOHN R. HARPER, C TY ATTORNEY 't., r- RESOLUTION NO. PFA 89-2 A RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY FIXING THE TIME AND PLACE FOR THE REGULAR MEETING AND PROVIDING THE MANNER IN WHICH SPECIAL MEETINGS OF THE AUTHORITY MAY BE CALLED, ESTABLISHING A SEAL FOR THE AUTHORITY, DIRECTING THE FILING OF A NOTICE OF FORMATION WITH THE SECRETARY OF STATE, DESIGNATING AN OFFICIAL MEETING ADDRESS, AND ESTABLISHING THE RULES AND REGULATIONS OF THE AUTHORITY. BE IT RESOLVED by the Lake Elsinore Public Financing Authority (the "Authority"), a joint exercise of powers agency created by agreement of the City of Lake Elsinore and the Redevelopment Agency of the City of Lake Elsinore, California, as follows: 1. REGULAR MEETINGS. The regular meetings of the Board of Directors (the "Board") of the Authority shall hereafter be - held on the 2nd Tuesday of each month following the regular City Council and Redevelopment Agency Meetings. If ~ny regular meeting falls on a holiday, such regular meeting shall be held on the next business day at the same hour. 2. SPECIAL MEETINGS. Special meetings of the Board shall be held upon the call of the Chairman of the Board, or by a majority of the members thereof, by delivering personally or by mail written notice to each member, and to each local newspaper of general circulation, radio or television station requesting notice in writing. Such notice shall be delivered personally or by mail and shall be received at least twenty-four (24) hours before the time of such meeting as specified in the notice. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the secretary of the Authority a written waiver of notice. Such waiver may be given ,.... by telegram. Such written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. Such call and notice shall specify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meeting. 3. MEETING PLACE. All meetings of the Board shall be held at the regular meeting place of the Authority, unless the Board shall adjourn to or fix another place of meeting in a notice to be given thereof, or unless prevented by flood, fire or other disaster. Said regular meeting place is hereby fixed and r- established in the Lake Elsinore Unified School District Board Room, 545 Chaney Street, Lake Elsinore, California. 4. ORDER OF BUSINESS. The order of business at the regular meetings of the Board shall be as from time to time determined by the Board. 5. SEAL. The Authority shall have an Official Seal consisting of two (2) concentric circles with the words "Lake Elsinore Public Financing Authority" within the outer circle and "August 8, 1989", the date of formation of the authority, within the inner circle. The Secretary shall obtain the Seal at the Authority's expense and shall have custody of the Seal. - 6. SECRETARY OF STATE. The Secretary shall cause a notice of the formation of the Authority to be duly filed with the Secretary of State of the State of California. 7. OFFICE AND MAILING ADDRESS. The office of the Authority and its official mailing address are hereby fixed and established at Lake Elsinore city Hall, 130 South Main Street, Lake Elsinore, California, 92330. 8. RULES AND REGULATIONS. The Rules and Regulations of the Authority in the form attached hereto as Exhibit A, are hereby approved and adopted as the official rules and regulations of the Authority. ADOPTED by the Authority and signed by the Chairman and attest by the Secretary, this 8th day HAIRMAN OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY - I PUBLIC ( SEAL) RULES AND REGULATIONS OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY r ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Joint Powers Agreement, dated July 25, 1989, between the City of Lake Elsinore and the Redevelopment Agency of the City of Lake Elsinore establishing the Lake Elsinore Public Financing Authority. - ARTICLE II BOARD OF DIRECTORS Section 2.01. Powers. Subject to the limitations of the Agreement, the terms of these Rules and Regulations, and the laws of the State, the powers of the Authority shall be vested in and exercised by and its properAcontrolled and its affairs conducted by the Board. Section 2.02. Regular Meetings. Regular meetings of the Board shall be held at such time as the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to Directors. Section 2.03. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman, any vice Chairman, or by a majority of the Directors. Section 2.04. Public Meetings. All proceedings of the Board shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the meetings of the Authority shall be given in accordance with such Act. All legislative sessions of the Board, whether regular or special, shall be open to the pUblic. r- r Section 2.05. Quorum. Three (3) of the members of the Board shall constitute a quorum for the transaction of business. Section 2.06. Method of Action. The Board shall act only by ordinance, resolution or motion, which to become effective, shall be adopted by the affirmative vote of not less than a majority of the members of the Board voting. Section 2.07. Recording Vote. Except where action shall be taken by unanimous vote of all members present and voting, the Ayes and Noes shall be taken on all actions had. Section 2.08. Adjournment. The Board may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular or adjourned regular meeting the Secretary may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings, unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special or adjourned special meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as herein provided, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Section 2.09. Hearings - Continuance. Any hearing being held, or noticed or ordered to be held, by the Board in the same manner and to the same extent set forth for the adjournment of meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order of notice of hearing, a copy of the order or notice of continuance of hearing shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. ~ r-- ~ Section 2.10. Order of Business. The order of business at the regular meeting of the Board and, so far as possible, at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting: (a) Report on the number of Directors present in person in order to determine the existence of a quorum. (b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be. (c) Reading of unapproved minutes of previous meetings of the Board and the taking of action with respect to approval thereof. - (d) Presentation and consideration of reports of officers and committees. (e) Unfinished business. (f) New business. (g) Adjournment Section 2.11. Resignation/Replacement of Directors. Any Director may resign at any time by giving written notice to the Chairman or to the Board. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective; provided, however, that so long as the members of the City Council constitute the Board of Directors of the Authority, such resignation shall only be effective upon the effective resignation of such member from the City Council. Cessation in office as a Counci1member is an automatic removal from the Board of Directors of the Authority which vacancy is filled by the person succeeding to office for that Counci1member position. Section 2.12. Nonliability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Authority and no Director shall be liable or responsible for any debts, liabilities or obligations of the Authority. - r- Section 2.13. Indemnity by Authority for Litigation Expenses of Officer, Director or Employee. Should any Director, officer or employee of the Authority be sued, either alone or with others, because he or she is or was a director, officer or employee of the Authority, in an y proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity for his or her reasonable expenses, including attorneys' fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys' fees, incurred in the defense of the proceeding. ..... ..... ARTICLE III OFFICERS Section 3.01. Officers. The officers of the Authority shall be a Chairman, A Vice Chairman, a Secretary and such other officers as the Board may appoint. When the duties do not conflict, one person, other than the Chairman, may hold more than one of these offices. Section 3.02. Election of Officers. The Chairman, Vice Chairman and Secretary shall be chosen annually by the Board and each shall hold office until such officer shall resign or shall be removed, shall resign or otherwise shall be disqualified to serve or his or her successor shall be elected and qualified to serve. Section 3.03. Subordinate Officers. The Board may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Rules ~ and Regulations, or as the Board from time to time may authorize or determine. Section 3.04. Chairman. The'Chairman shall preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or be prescribed by these Rules and Regulations. The Chairman shall also be the chief corporate officer of the Authority and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the authority. He shall preside at all meetings of the Board. He shall be ex officio member of all standing committees,- and shall have the general powers and duties of management usually vested in the office of Chairman of a public corporation and shall have such other powers and duties as may be prescribed by the Board or by these Rules and Regulations. Section 3.05. Vice Chairman. in the absence or disability of the Chairman, the Vice Chairman shall perform all the duties of the Chairman and when so acting shall have all the powers of an be subject to all of the. restrictions upon the Chairman. The Vice Chairman shall have such other powers and perform such other duties as may from time to time be prescribed for them, respectively, by the Board or by these Rules and Regulations. Section 3.06. Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board may order, of all meetings of the Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings and the proceedings thereof. The Secretary shall give or cause to be given notice of all meetings of the Board, shall keep the corporate records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or these Rules and Regulations. ARTICLE IV OBJECTS AND PURPOSES ~ ~ r Section 4.01. Nature of Objects and Purposes. The business of this Authority is to be op.~rated and conducted in the promotion of its objects and purposes as set forth in the Agreement. Section 4.02. Distribution of Assets During Continuance of Authority. During the continuance of the Authority, it may distribute any of its assets to the Members. If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets shall be distributed to the United States government, or to a state or local government for public purposes, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes. Section 4.03. Dissolution. The Authority may, with the approval of all of the Members, be dissolved if at the time of such dissolution the Authority has no outstanding indebtedness and is not a party to any outstanding material contracts. Upon the dissolution or termination of this Authority, and after payment or provision for payment, all debts and liabilities, the assets of this Authority shall be distributed to the Members. If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets will e distributed to the United States government or to a state or local government for public purposes: or to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes. ARTICLE V GENERAL PROVISIONS Section 5.01. Payment of Money, Signatures. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable - to the Authority and any and all securities owned by or held by the Authority requiring signature for transfer shall be signed or endorsed by the Treasurer. Section 5.02. Execution of Contracts. The Board, except as in the Agreement or in the Rules and Regulations otherwise provided, may authorize any officer or officers, agent or agents, ~ ~ ~ to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Authority and such authority may be general or confined to specific instances and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Section 5.03. Construction of Public Capital Improvements. The Board shall cause Public Capital Improvements to be acquired and constructed pursuant to contracts awarded competitively or on a negotiated basis, whichever the Board determines is in the best interests of the Authority, which determination shall be final and incontestable. Section 5.04. Fiscal Year. The fiscal year of the Authority shall commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year. Section 5.05. Amendment of Rules and Regulations. These Rules and Regulations may be amended at any time and from time to time by majority vote of the Board. ---- ~ RESOLUTION NO. PFA 89-3 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY APPOINTING AN UNDERWRITER AND SPECIAL LEGAL COUNSEL FOR PROPOSED PUBLIC FINANCING AUTHORITY. ~ , WHEREAS, the City of Lake Elsinore (the "City") and the Redevelopment Agency of the City of Lake Elsinore (the "Agency") are considering proceedings for the acquisition, construction and equipping of certain property to be used for municipal purposes of the City and proceedings for the refinancing of certain outstanding bonds of the Agency and in connection with such proceedings the Redevelopment Agency and the City have formed a joint powers authority (the "Authority") pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of . the State of California in order that such Authority may, in ~ connection with such proceedings, exercise the powers authorized under the Marks-Roos Local Bond Pooling Act of 1985 (Government Code 6584 et seq.) and, in addition, exercise such powers in cooperation with future proceedings of such nature undertaken by the Agency or the City; and WHEREAS, in order to facilitate financing for current and foreseeable financing of projects of the City, Agency and Authority it is of benefit to engage the services of private consultants to render professional services and advice in carrying out the purposes of the Authority and employ and compensate bond counsel, financial consultants and other advisors deemed necessary by the Authority in connection with the issuance and sale of any bonds and to appoint an underwriter and special legal counsel in connection with such financing proceedings. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY AS FOLLOWS: ~ Section 1. The firm of First California Reqional Securities is hereby appointed to act as underwriter in connection with such financing proceedings of the Authority as may hereafter be set forth and established. Section 2. The law firm of Harper & Burns and Jones, Hall, Hill & l~h ite is hereby appo1 nted to ac.t as special lega-j counsel-it) connection with such financing - -- -- - ---~----------------------------- proceedings of the Authority as may hereafter be set forth and established. r- Section 3. Appropriate officers of the City are hereby authorized and directed, in association with the Underwriters First California Regional Securities and Legal Counsel Harper & Burns/Jones, Hall, Hill & White to take such actions and to prepare such documents as shall be necessary and appropriate in connection with such financing proceedings. - Section 4. That the appointment of underwriter and the special legal counsel as hereinabove made are subject to the condition that the Authority shall incur no financial liability for services of either firm until such time as the City Council of the City the Board of Directors of the Agency and Board of Directors of the Authority have approved particular financing proceedings presented pursuant to Section 3 hereof. . PASSED, APPROVED AND ADOPTED by the Board of Directors of the Lake Elsinore Public Financing Authority at a regular meeting thereof held on the ~ day of August following vote: , 1989, by the AYES: NOES: ABSENT: ABSTAIN: BOARDMEMBERS: DOMINGUEZ, STARKEY, WASHBURN, WINKLER, BUCK BOARDMEMBERS: NONE BOARDMEMBERS: NONE BOARDMEMBERS: NONE - CHAIRMAN, LAKE ELSINORE PUBLIC FINANCING AUTHORITY ATTEST: '-- L k RESOLUTION NO. PFA 89-4 A RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY ESTABLISHING RULES AND REGULATIONS FOR ITS LOCAL OBLIGATION FINANCING PROGRAM AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO. ~ RESOLVED, by the Lake Elsinore Public Financing Authority: WHEREAS, Pursuant to Articles 1 through 4 (commencing with Sc~ti=~ ~5CC) of Ch~ptGr 5, Division 7, Tit18 1 uE ~l~ Government Code of the State of California (the "Act"), the City of Lake Elsinore (the "City") and the Redevelopment Agency of the City of Lake Elsinore (the "Agency") have by Joint Exercise of Powers Agreement, dated as of July 25, 1989, as amended November 28, 1989, (the "Agreement"), created the Lake Elsinore Public Financing Authority (the "Authority") for the purposes, among other things, of assisting the City and the Agency in the financing of Public Capital improvements, as defined below, pursuant to the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (Commencing with Section 6584) (the "Bond Law"). WHEREAS, the Authority has determined to implement a program (the"Program") for the financing of Public Capital Improvements for and on behalf of the City and the Agency by the purchase of local obligations of the City and Agency, or otherwise as authorized by the Agreement and the Bond Law, with the proceeds of the issuance of $500,000,000 local agency revenue bonds (the "Bonds"), the Bonds to be issued in series and sold and delivered from time to time as funds are required for the financing of such Public Capital Improvements; ,.-.. WHEREAS, the Bond Law and the Agreement authorize the Authority to establish rules and regulations for the Program and the Authority desires to implement such authorization in order to carry out the purposes the Bond Law and the Agreement, namely (i) to avoid duplication of effort, inefficiencies in administration, and excessive cost in the acquisition and financing of such Public Capital Improvements, (ii) to own Public Capital Improvements to be conveyed to the City of the Agency, as applicable, and (iii) to participate in financing arrangements for the purpose of acquisition by City or Agency of any such Public Capital Improvements; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the words and terms defined in this Article shall, for the purpose hereof, have the meanings herein specified. "..... "Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California. "Aqreement" means the Joint Exercise of Powers Agreement, by and between the City and the Agency, dated as of July 25, 1989, as amended November 28, 1989, creating the Authority for the purposes, among other things, of assisting the City and the Agency in the financing of Public Capital Improvements. - "Assessment Bond Law" means (a) the Municipal Improvement Act of 1913, constituting Division 12 (commencing with Section 10000) of the Streets and Highways Code of the State of California, (b) the Improvement Bond Act of 1915, constituting Division 10 (commencing with Section 8500) of the Streets and Highway Code of the State of California or (c) assessment bonds issued pursuant to any other assessment bond law of the State of California. "Assessment Bonds" means any bonds issued by a Local Agency und.er a.ld. l,Ju.:L;:iuaTlt tuLh~ A::;:;:.~bbl1lE::mi.. Bond Laws which Assessment Bonds shall be "Limited Obligation" bonds as defined in the Assessment Bond Laws. "Authoritv" means the Lake Elsinore Public Financing Authority established pursuant to the Agreement. "Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (commencing with Section 6584), as now or hereafter amended, or any other law hereafter legally available for use by the authority in the authorization and issuance of bonds to finance the acquisition of Obligations and/or Public Capital Improvements. "Board" means the Board of Directors referred to in the Agreement, which is the governing body of the Authority. "Bonds" means the $500,000,000 principal amount of Local Agency Revenue Bonds to be issued by the Authority pursuant to Section 6590 or 6591 of the Bond Law for the purpose of financing Public Capital Improvements for or on behalf of the City or the Agency. - "Commitment Aqreement" means an agreement between the Authority and a Local Agency pursuant to which the Authority commits to purchase Local Obligations from the Local Agency and the Local Agency commits to sell such Local Obligations to the Authority and which sets forth the matters required by Section 2.02 hereof. "Fitch" means Fitch Investors Service, Inc., its successors and assigns. "Independent Financial Consultant" means any financial consultant or firm of such financial consultants appointed by the Authority and approved by the Underwriter, and who, or each of whom: (a) is judged by the Authority to have experience with respect to the financing of public capital improvement projects; (b) is in fact independent and not under the domination of the Authority; (c) does not have any substantial interest, direct or indirect, with the Authority; and (d) is not connected with the Authority as an officer or employee of the Authority, but who may be regularly retained to make reports to the Authority. ,-... "Local Obliqation" means any obligation of or loan to the City or the Agency which the Authority is authorized to acquire or to make under the Agreement and the Bond Law. "Minimum Credit Requirement" means: (a) with respect to any issue of Local Obligations constituting Assessment Bonds or Special Tax Bonds, the requirement that such Local Obligations be assigned a Minimum Rating or the requirement that the current market values of lands and parcels subject to the respective liens of such issue of Assessment Bonds or upon which a special tax is to be imposed for the security of such issue of Special Tax Bonds, as the case may be, as determined by an appraisal rendered by an MAl certified real estate appraiser selected by the Authority, is at least three times -- the sum of (i) the aggregate amount of all liens imposed on such land under the Assessment Bond Laws, plus (ii) the aggregate principal amount of all outstanding Special Tax Bonds; (b) with respect to Tax Allocation Bonds, the requirement that such Local Obligations be assigned as Minimum Rating or the requirement that Tax Revenues equal at least one hundred percent (100%) of maximum annual debt service on the Tax Allocation Bonds and (c) with respect to any other Local Obligations, the requirement that such Local Obligations be assigned a Minimum Rating. "Minimum Rating" means a rating of BBB or better by Moody's or Finch cr DDB or better by SOl?, ~t::tt::.i:lLLlw=J wli..lluui.. regard to whether such rating is qualified by a provisional or conditional modifier. "Moodv's" means Moody's Investors Service, Inc., its successors and assigns. "Proqram Expenses" means all costs and expenses of the Authority incurred in connection with the issuance and administration of the bonds. "Proportionate Share" means, with respect to any issue of Local Obligations, the fraction obtained by dividing the aggregate principal amount of such issue of Local Obligations by the original aggregate principal amount of the Bonds, all as determined by the Underwrite or an Independent Financial Consultant. - "Purchase Aqreement" means an agreement by and among the Authority, the trustee for the Bonds and the City or the Agency in form and substance acceptable to the parties thereto, whereby the City or the Agency agrees either (a) to sell an issue of Local Obligations to the Authority and the Authority agrees to acquire such issue fro the City or the Agency, or (b) the City of the Agency agrees to borrow proceeds of the Bonds and the Authority agrees to lend such proceeds to the City or the Agency, as applicable. "Public Capital Improvement" has the meaning given to such term in Section 6585(g) of the Act, as in effect on the date hereof, and as hereinafter amended. "S&P" means Standard & Poor's Corporation, its successors and assigns. "Special Tax Bonds" means any bonds or other obligations issued by a Local Agency under and pursuant to the Mello-Roos Community Facilities Act of 1982, constituting Chapter 2.5 (commencing with Section 53311) of Article 1 of Division 2 of Title 5 of the Government Code of the State of California. "Tax Allocation Bonds" means any bonds or other Obligations payable in whole or in part from Tax Revenues, issued by the Agency under and pursuant to the Community Redevelopment Law, constituting Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California. ..-. "Tax Revenues" means all taxes annually allocated within the limit contained in the applicable redevelopment plan and paid to the Agency with respect to such redevelopment plan pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Redevelopment Law and Section 16 of Article XVI of the Constitution of the State and other applicable State laws, including that portion of such taxes (if any) otherwise required by Section 33334.2 of the Community Redevelopment Law to be deposited in a low and .~ moderate income housing fund, but only to the extent necessary to repay that portion of the proceeds of the Local Obligation (including applicable reserves and financing costs) used to increase or improve the supply of low and moderate income housing within or of benefit to the Project Area; but excluding all other amounts of such taxes required to be deposited into any such low and moderate income housing fund and excluding taxes (if any) otherwise required to be paid to any taxing agency pursuant to an agreement entered into pursuant tCi GectiCi:il 33401 uf the Cuiflll(U.:llily Redevelopment Law. l "Underwriter" means First California Capital Markets Group Inc., as original purchaser of the Bonds. ARTICLE II CERTAIN TERMS OF LOCAL OBLIGATIONS TO ACQUIRED BY THE PROGRAM, COMMITMENT PROCEDURES Section 2.01. Terms of Local Obliqations. All Local Obligations purchased by the Authority shall satisfy the following terms (unless any such term is specifically waived or modified by action of the Board): (a) Credit Requirements. An issue of Local Obligations may only be acquired with the proceeds of the Bonds if the Underwriter of the Bonds (or if the Underwriter is unable or unwilling to act, then an Independent Financial Consultant approved by the Underwriter) shall determine that such issue of Local Obligations satisfies the Minimum Credit Requirement. ~ (b) Interest Rate Requirements. SUbject to applicable federal tax laws, an issue of Local Obligations may only be acquired with the proceeds of the Bonds if the interest rate payable with respect to such issue of Local Obligations is not less than one percent (1%) greater than the interest rate payable with respect to the series of the Bonds,to be used to purchase such Local Obligations, provided that the Authority may be resolution approve a lesser rate of interest with respect to an issue of Local Obligations based on the then applicable circumstances, provided further that, any such lesser rate of interest is first determined by the Underwriter of the Bonds (or if the Underwriter is unable or unwilling to act, then an Independent Financial Consultant approved by the Underwriter) to not adversely impact the ability of the Authority to repay the Bonds. (c) Payment of Proqram Expense. The City or Agency, as applicable, shall be required under the Purchase Agreement relating to any issue of Local Obligations to pay, from the proceeds of sale of such Local Obligation or from any other source of legally available funds, amounts which are sufficient to pay when due all Program Expenses allocable to such issue of Local Obligations. ~ Cd) ApPlication of Proceeds; Additional Terms and Provisions. The documents pursuant to which an issue of Local Obligations is issued shall require that the proceeds thereof shall be expended for such purposes as the City or Agency may deem necessary or desirable and as may be authorized under the Bond Law, including payment of the costs and expenses of issuing such Local Obligation, any required debt service reserve fund deposit and the Program Expenses allocable to such issue of Local Obligations. The proceeds of an issue of Local Obligations may be held and administered by or on behalf of the City or Agency, as may be specified in such documents. Such documents may contain such additional terms and provisions with respect to such issue of Local Obligations as the Authority or the City or Agency, as applicable, may deem necessary or advisable and not inconsistent with the~ provisions of this Indenture or the Bond Law. ,_ Section 2.02. Commitments to Sell Local Obliqations. Prior to the delivery of any Series of the Bonds, all Local Obligations to be acquired by the Authority with the proceeds of such Series of the Bonds shall have been committed to be sold to the Authority pursuant to a Commitment Agreement, which shall meet all of the following requirements: I !' 1. Local Agency shall have irrevocably committed to sell the Local Obligations to the Authority; 2. The Local Agency shall have agreed to issue no other bonds or obligations to finance the Public Capital Improvements to be financed with the proceeds of such Local Obligations, unless and until the proceeds of such Local Obligations have been expended or committed for expenditure for such PUblic Capital Improvements or unless and until there shall be an agreement between the Authority and the Local Agency for substitution of other Public Capital Improvements to be financed with such Local Obligations; 3. The Local Agency shall confirm that there are no substantial conditions precedent to the issuance by the Local Agency and to sale and delivery to the Authority of such Local Obligations; 4. The Local Agency shall specify a date for sale of the Local Obligations to the Authority and shall confirm that it reasonably expects that such sale will occur on such date; ,- 5. The Local Agency shall confirm the expected sufficiency of revenues to repay timely principal of and interest on the Local Obligations; 6. The Local Agency shall confirm that, in entering into the Commitment Agreement, it has not taken into account either the potential for subsequent interest changes in the municipal bond market or the potential for subsequent changes in the federal tax laws, and shall set forth its business reasons for so entering into the Commitment Agreement; and 7. The Local Agency shall cause to be attached to the Commitment Agreement the acquisition and construction disbursement schedule that it reasonably expects to be used with respect to the financing of the Public Capital Improvements with the proceeds of the Local Obligations. ARTICLE III APPLICATION OF AUTHORITY REVENUES ,,-, Section 3.01. Application of Authority Revenues. It is a fundamental purpose of the Authority to assist the City and the Agency to expand, upgrade and otherwise improve public capital facilities necessary to support the rehabilitation and construction of residential and economic development. Therefore, all surplus revenues generated by the Authority, including, without limitation, revenues generated by the difference in interest rates between the Authority Bonds and Local Obligations, as provided for in article II hereof, shall be used by the Authority on behalf of the City and the Agency in one or more of the following ways: (a) to finance, in whole or in part, Public Capital Improvements for or of benefit to the City or the Agency; (b) to assist the City or the Agency in the financing, in whole or in part, engineering, architectural, planning, development and other costs related to specific Public Capital Improvements; and I r-- (c) to subsidize, in whole or in par, payments of principal and interest on obligations incurred by the City and the Agency to finance Public Capital Improvements, whether or not such Public Cupi tal Impr~vcill~r.t:; are fir.anct::~ wi.ti! t.iH= proceeds of the Bonds. ARTICLE IV ADOPTION, WAIVER, AMENDMENTS OF RULES AND REGULATIONS. Section 4.01. Authority for Adoption of Rules and Requlations. This Resolution setting forth the foregoing rules and regulations for the Authority's Program is adopted pursuant to authority granted to the Authority by the Agreement and the Bond Law. - Section 4.02. Waiver of any Rule or Requlation. The Authority by resolution may waive or vary the application of particular provisions of the foregoing rules and regulations, when determined by the Authority to be necessary or appropriate. Section 4.03. Amendment to Rules and Requlations. The foregoing rules and regulations may be amended or supplemented by the Authority by resolution at such times and in such manner as it may determine, to the extent that any such amendment or supplement is not inconsistent with the Agreement, the Bond Law or with other applicable provisions of law. Section 4.04. Separability. If any clause, sentence, paragraph, section or part of the foregoing rules and regulations shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the remainder thereof, but shall be confined in its operation to the clause, sentence, paragraph, section or part thereof directly involved in the controversy in which such jUdgment shall have been rendered. Section 4.05. Effective Date. /This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 28th day of November, 1989, upon the following vote: AYES: COUNCILMEMBER: om1H'r,UEZ, 5T.A.RKEv, \.IJl.~H[1URN, \"JNKLFR, RUe/<' NOES: COUNCILMEMBER: NONE NONE """ ABSENT: COUNCILMEMBER: ABSTENTION: COUNCILMEMBER: CHAIRMA AUTHORITY ATTEST: - I. I APPROVED AS TO FORM AND LEGALITY: -j - ..-- RESOLUTION NO. PFA 89-5 A RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF $500,000,000 LAKE ELSINORE PUBLIC FINANCING AUTHORITY 1990 LOCAL AGENCY REVENUE BONDS, APPROVING INDENTURE OF TRUST RELATING THERETO, AUTHORIZING IN REM VALIDATION PROCEEDINGS WITH RESPECT THERETO AND APPROVING OTHER MATTERS PROPERLY RELATING THERETO. WHEREAS, Pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the "Act"), the City of Lake Elsinore (the "City") and the Redevelopment Agency of the City of Lake Elsinore (the "Agency") have by Joint Exercise of Powers Agreement, dated as of July 25, 1989, as amended November 28, 1989, (the "Agreement"), created the Lake Elsinore Public Financing Authority (the "Authority") for the purposes, among other things, of assisting the City and the Agency in the financing of Public Capital improvements, as defined in the Bond Law referred to below, pursuant to the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (commencing with Section 6584) (the "Bond Law"); WHEREAS, the Authority has determined to implement a program (the"Program") for the financing of Public Capital Improvements for and on behalf of the City and the Agency by the purchase of local obligations of the City and Agency, or otherwise as authorized by the Agreement and the Bond Law, with the proceeds of the issuance of local agency revenue bonds; WHEREAS, the Authority has now determined to authorize the issuance of its $500,000,000 principal amount of its 1990 Local Agency Revenue Bonds for such purpose the Bonds to be issued pursuant to an Indenture of Trust, dated as of February 1, 1990, by and between the Authority and a financial institution with corporate trust powers (the "Indenture") and in series pursuant to supplemental indentures (as authorized by the Indenture), and sold and delivered from time to time as funds are required for the financing of such Public Capital N Improvements;- WHEREAS, co-bond counsel to the Authority has advised the Authority that there are no judicial decisions interpreting the application of the provisions of the Bond Law with respect to certain aspects of the Bonds and the proposed Program of the Authority, and that it would be appropriate to bring an action in the Superior Court of the County of Riverside requesting a judgment approving the application of such provisions to the Bonds and the Program; WHEREAS, Section 53511 of the Government Code of the State of California authorizes the Authority to bring such an action, in rem, pursuant to Sections 860 et seq. of the Code of civil Procedure of the State of California; and ~ WHEREAS, the Authority desires to adopt this resolution authorizing the issuance of the Bonds pursuant to the Indenture in compliance with Section 864 of the Code of Civil Procedure, which Section provides that the Bonds shall be in existence upon such adoption; and WHEREAS, the Board, with the aid of its staff, has reviewed the Indenture and the transactions therein described, and the wishes at this time to approve the foregoing in the . public interests of the Authority, the City and the Agency. <-':--~ilJ*'" ...:v~~.....~~~~~~.~:;.; ;-._.i~"_,a:.:*'!.~.~~; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: Section 1. Issuance of the Bonds. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law and the Indenture in the aggregate principal amount of $500,000,000 for the purposes hereinbefore described. The Board hereby approves the Indenture in substantially the form on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable in connection with the issuance, sale and delivery of the first series of the Bonds pursuant to the Indenture and an indenture supplemental thereto. The Indenture, as so modified, shall be submittA~ tn ~hp Rn~~d for approval prior to the delivery of the first such series of the Bonds. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Indenture for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 2. Action For Validation. Jones, Hall, Hill and White, a Professional Law Corporation, and John Harper, Harper & Burns, co-bond counsel to the Authority, are authorized and directed to prepare proceedings to bring an action on behalf of the Authority in the Superior Court of the State of California, in and for the County of Riverside, requesting a judgment of the Court approving the application of the provisions of the Bond Law to the Bonds and the Program of the Authority, as the Bonds and the Program of the Authority are evidenced by this ReSOlution, the Indenture, the Agreement and Resolution No. 89-5 of the Authority, adopted November 28, 1989, entitled "A Resolution Of The Lake Elsinore Public Financing Authority Establishing Rules And Regulations, For Its Local Obligations Financing Program and Providing Other Matters Properly Relating Thereto"and as to such other matters as co-counsel shall deem necessary or appropriate, such action being authorized by Section 53511 of the Government Code of the State of California to be brought as an action in rem pursuant to Section 860 et seg. of the Code of Civil Procedure of the state of California. Section 3. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVE AND ADOPTED this 28th day of November, 1989 upon the following vote: AYES: COUNCILMEMBER: NOES: COUNCILMEMBER: DOMINGUEZ, STARKEY, WASHBURN, WINKLER, BUCK NONE NONE ABSENT: COUNCILMEMBER: ~ CHAIRMAN AUTHORITY ABSTENTIONS: COUNCILMEMBER: .-. o FORM AND LEGALITY: . ~~. ~ - tit "rWiloltli"I?/_'Il'lHJ'h~'''''''''''~'".,