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HomeMy WebLinkAboutPFA Reso No 1994 .- RESOLUTION NO PFA 94-1 '- - -- A RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $17,000,000 PRINCIPAL AMOUNT OF 1994 REVENUE BONDS (LAKE ELSINORE REDEVELOPMENT PROJECTS), SERIES A AND 1994 SUBORDINATE REVENUE BONDS (LAKE ELSINORE REDEVELOPMENT PROJECTS), SERIES B, AUTHORIZING AND DIRECTING EXECUTION OF TWO INDENTURES OF TRUST, A LEASE AGREEMENT AND BOND PURCHASE CONTRACT, APPROVING AN OFFICIAL STATEMENT, AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Lake Elsinore and the Redevelopment Agency of the City of Lake Elsinore (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the Lake Elsinore Public Financing Authority (the "Authority") for the purpose of issuing its bonds, notes and other obligations to be used to provide financial assistance to the City and the Agency; and WHEREAS, for the purpose of providing funds to fund loans to the Agency for its Rancho Laguna Redevelopment Project Areas No. I, II and III (the "Three Project Areas"), the Authority, on November 3, 1993, issued its Lake Elsinore Public Financing Authority 1993 Series B Senior and Subordinate Taxable Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) in the aggregate principal amount of $9,250,000 (the "1993 Taxable Notes") to finance a multi-purpose stadium (the "Project") located in the Agency's Rancho Laguna Redevelopment Project Area No. III; WHEREAS, in connection with such financing the Authority also issued its Lake Elsinore Public Financing Authority 1993 Series A Senior and Subordinate Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) in the aggregate principal amount of $11,239,275 (the "Tax-Exempt Notes"); and WHEREAS, the 1993 Taxable Notes mature on October 1,1994 and the City Council of the City, in Resolution No. 93-60 adopted on September 30, 1993, found that the Agency would require the assistance of the City in refinancing the 1993 Taxable Notes at maturity and in said Resolution 93-60 proposed to implement a refinancing plan for the Project pursuant to which the Authority would issue its bonds to provide funds to acquire the Project from the Agency and the Authority would then lease the Project to the City; WHEREAS, to effectuate the foregoing, and if market conditions permit, to raise additional moneys for redevelopment projects in the Three Project Areas, the Authority proposes to enter into a Lease Agreement, dated as of September I, 1994 (the "Lease Agreement") with the City and to issue its Lake Elsinore Public Financing Authority 1994 Revenue Bonds (Lake Elsinore Redevelopment Projects), Series A (the "Series A Bonds") and Lake Elsinore Public Financing Authority 1994 Subordinated Revenue Bonds (Lake Elsinore Redevelopment Projects), Series B (the "Series B Bonds") in an aggregate principal amount not to exceed $17,000,000 (together, the "Bonds"), pursuant to Article 11 of Chapter 3 of Part 1 of '.'...1........ , .. 4 Division 2 of the California Government Code (commencing with Section 53580) and Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (together, the "Bond Law") and pursuant to two Indentures of Trust (the "Series A Indenture", the "Series B Indenture", and together, the "Indentures"), each dated as of September 1, 1994, by and between the Authority and a financial institution having trust powers, as trustee for the owners of the Bonds; - WHEREAS, the Bonds will also be issued pursuant to the provisions of Chapter 11 of Division 6 of Title I (commencing with Section 5900) of the Government Code of the State of California (the "Taxable Law") and, as authorized by the Taxable Law, the Board of Directors of the Authority hereby determines that interest payable on the Bonds will be subject to federal income taxation under the law in existence on the date of issuance of the Bonds; and WHEREAS, the refinancing of the Project will be implemented by using proceeds of the Bonds to provide funds to the Authority to purchase the Project from the Agency, which proceeds the Agency will apply to repay the 1993 Taxable Notes; WHEREAS, the City Council has, by Ordinance No. 985, adopted July 26, 1994, approved the lease of the Project to the City pursuant to the Lease Agreement; WHEREAS, the Authority proposes to sell the Bonds to First California Capital Markets, Inc., (the "Underwriter") for offer and sale by the Underwriter to members of the general public, and in connection with the offering of the Bonds, the Underwriter has caused to be prepared an Official Statement describing, among other things, the Authority, the City, the Agency, the Lease Agreement and the Bonds, a preliminary form of which is on file with the Authority Secretary; and WHEREAS, the Underwriter has caused to be prepared and presented to the Authority Board a form of contract for the purchClse of the Bonds by the Underwriter (the "Bond Purchase Contract"); and WHEREAS, this Board has duly considered the proceedings for the issuance of the Bonds, including, without limitation, the Indentures, the Lease Agreement, the Bond Purchase Contract and the Official Statement and wishes at this time to approve such proceedings in the public interests of the Authority and the City; NOW, THEREFORE, BE IT RESOL VED, DETERMINED AND ORDERED by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: Section 1. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law, the Taxable Law and the Indentures in the aggregate principal amount of not to exceed $17,000,000 for the purposes hereinbefore described. The BOClrd hereby approves the Indentures in substantially the forms on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Chairman or an authorized representative of the Chairman, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Chairman, or his written designee, 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 -2- ......'...-1...:. ;~. ... ,. , f ; - final form of the Indentures for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Indentures. . Section .2. Approval of Lea.se Agreement. !he Board hereby approves the lease of the ProJect to .the c;lty pursuant to and 111 acco~dance wIth the Lease Agreement in substantially the form on file wIth the Secretary together wIth any additions thereto or changes therein deemed necessary or advisable by the Chairman or an au thorized representative of the Chairman of the Authority, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Chairman, or his written designee, 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 Lease Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes tl1e delivery and performance of the Lease Agreement. ~ Section 3. Official Statement. The Board hereby approves the matters contained in the preliminary Official Statement describing the Authority and the Bonds in substantially the form submitted by the Underwriter and on file with the Authority Secretary, with such changes and modifications as shall be necessary or appropriate and when completed to the satisfaction of the Treasurer of the Authority, the Treasurer is authorized and directed, on behalf of the Authority to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Security and Exchange Act of 1934. The Board further approves distribution of the preliminary Official Statement by the Underwriter to persons who may be interested in purchasing the Bonds. The Board hereby approves the final Official Statement describing the Bonds. Distribution of the finct! Officii'll Statement by the Underwriter is hereby approved. The Chairman is hereby authorized and directed to approve any changes in or additions to the final form of said Official Statement to conform to the requirements of the Indentures (or the issuance of refunding notes as described in Section 6 hereon, and the related proceedings. The Chairman is hereby authorized to execute and deliver the final Official Statement on behalf of the Authority. Section 4. Bond Purchase Contract. The Authority hereby authorizes the sale of the Bonds to the Underwriter pursuant to and in accordance with the Bond Purchase Contract, in - substantially the form on file with the Authority Secretary together with any additions thereto or changes therein approved by either the Chairman of the Authority or the Treasurer, the Chairman's or Treasurer's execution thereof to be conclusive evidence of such approval. The Authority hereby delegates to each of the Chairman of the Authority and the Treasurer, and to the Chairman's written designee, the authority to accept an offer from the Underwriter to purchase the Bonds from the Authority and to execute the Bond Purchase Contract for and in the name and on behalf of the Authority; provided, however, that the stated maximum annual interest rate payable with respect to the Series A Bonds shall not exceed ten percent (10%) per annum if the Series A Bonds are rated by a national rating agency and twelve percent (12%) per annum if not so rated, and the purchase price to be paid by the Underwriter for the purchase of Series A Bonds shall be not less than ninety-seven and one half percent (97.5%) of the par amount thereof exclusive of original issue discount if the Series A Bonds are rated by a national rating agency and ninety-seven percent (97(h') of the par amount thereof exclusive of original issue discount, if not so rated, and that the stated maximum annual interest rate payable with respect to the Series B Bonds shall not exceed twelve percent (12%) per annum and the purchase price to be paid by the Underwriter for the purchase of Series B Bonds shall be not -3- .,......'.... . . " less than ninety-seven percent (97(;::) of the par amount thereof exclusive of original issue discount. If refunding notes are required to be issued pursuant to Section 6 hereof, the principal amount shall not exceed $12,500,000, the stated maximum annual interest rate shall not exceed twelve percent (12(7.) per annum and the purchase price to be paid by the Underwriter for the purchase of the notes shall be not less than ninety-six percent (96%) of the par amount thereof exclusive of original issue discount. Section 5. Notice to State. The Secretary of the Authority has, pursuant to Section 8855 of the California Government Code, caused a notice of the Authority's intent to sell the Bonds to be given to the California Debt Advisory Commission, such notice being substantially in the form required by the Commission and such notice being hereby approved and ratified. Section 6. Notes. If the Bonds as contemplated by this Resolution are unable to be issued in sufficient time to pay the 1993 Taxable Notes at maturity, the Chairman, Executive Director and all other officers of the Authority are hereby directed to issue a refunding series of notes, substantially in the form of the 1993 Taxable Notes, to provide for the payment of the 1993 Taxable Notes at their maturity. Any such documents, agreements or other instruments, subject to the parameters set forth in Section 4 hereof, necessary or convenient for the issuance of such refunding notes are hereby approved. Section 7. Official Action. The Chairman, the Vice-Chairman, the Executive Director, the Treasurer, the Secretary, the Authority General Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, including, without limitation, requisitions for the payment of costs of issuance of the Bonds, agreements, including, without limitation, agreements providing for investITlent of proceeds of the Bonds, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful repayment of the 1993 Taxable Notes and issuance, sale and delivery of the Bonds and the delivery of the Lease Agreement and specifically including without limitation, executing and delivering a certificate of acceptance with respect to the conveyance of the Project and the site thereof by the Agency to the Authority as required by Section 27281 of the California Government Code and procuring a letter of credit to secure the Bonds, or either series thereof, if it is economically advantageous to do so. -4- ..;'.~I' . . . Section 8. Effe'ctive Date. This Resolution shall take effect from and after its passage and adoption. PASSED AND ADOPTED this 9th day of August, 1994. AYES: NOES: ABSENT: ABSTAIN: COUNCILMEMBERS: ALONGI, BENDER, PAPE, WASHBURN COUNCILMEMBERS: CHERVENY COUNCILMEMBERS: NONE / .' //) COUNCILMEMBERS..:-_~f//' // . Al / - '~.~llLi)1;;k-./ Chaim;cv< of the / Lake Elsinore Public Financing Authority (SEAL) Se retary of the Lake Elsinore Public Financing Authority APPROVED AS TO FORM AND LEGALITY: -5- -- I 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 foregoing Resolution duly adopted by the Public Finance Authority of the City of Lake Elsinore at a regular meeting of said Authority on 9th day of August, 1994, and that it was so adopted by the following vote: AYES: COUNCILMEMBERS: ALONGI, BENDER, PAPE, WASHBURN COUNCILMEMBERS: CHERVENY NOES: ABSENT: COUNCILMEMBERS: NONE /~ ABSTAIN: COUNCILMEMBERS: NONE I \ ~/ 2)JLLJ VICKI K~SAD, 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. PFA 94-1 of said Council, and that the same has not been amended or repealed. D1. TED: ~f1. s,!- 31.J ,',.1994 C) \ ~ ,'; , ;~.~Q/,- lcv~o VICKI KASih, CITY CLERK CITY OF LAKE ELSINORE (SEAL) - RESOLUTION NO. PFA 94- 2..- A RESOLUTION OF LAKE ELSINORE PUBLIC FINANONG AUTHORI1Y AUTHORIZING THE ISSUANCE OF 1990 LOCAL AGENCY REVENUE BONDS, SERIES 0, AND 1990 LOCAL AGENCY REVENUE BONOS, SERIES E, APPROVING AMENDED AND RESTATED MASTER INDENTURE AND OFFICIAL STATEl\1ENT, AUTHORIZING SALE OF SUCH BONDS, AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE PURCHASE OF LOCAL OBLIGATIONS OF THE CITY AND PROVIDING OTHER MATIERS PROPERLY RELATING THERETO 1990 LOCAL OBLIGATIONS BONDS, SERIES D 1990 LOCAL OBLIGATIONS BONDS, SERIES E WHEREAS, the City of Lake Elsinore (the "City") and the Redevelopment Agency of the City of Lake Elsinore (the" Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the Lake Elsinore Public Financing Authority (the" Authority") for the purpose of issuing its bonds to be used to provide financing for public capital improvements of the City and the Agency; WHEREAS, the Authority has for such purpose heretofore authorized the issuance of bonds pursuant to an Indenture of Trust (the "Master Indenture"), dated as of February 1, 1990, by and between the Authority and The Bank of New York Trust Company of California in the maximum principal amount of not to exceed $500,000,000 (the "Bonds"), the Bonds to be issued in series from time to time pursuant to supplemental indentures; WHEREAS, in order to clarify certain inconsistencies in the Master Indenture and to make certain revisions therein, including, without limitation, the naming of a successor trustee thereunder, the Authority desires to amend and revise the Master Indenture (the "Amended and Restated Master Indenture") and for convenience of reference to restate the Master Indenture in full as amended, as set forth in the form on file with the Secretary of the Authority; WHEREAS, the Authority hereby determines that such amendments and revisions of the Master Indenture are necessary or desirable and will not adversely affect the security granted bonds pursuant to the Master Indenture; - WHEREAS, the Authority further determines that the Master Indenture, as so amended and revised and restated in full is, and shall continue to be, the same indenture that has been approved by the Superior Court in and for the County of Riverside in its respective judgments entered in Action No. 202423, filed March 13, 1990, and Action No. 209708, filed April 18, 1991; WHEREAS, pursuant to the Master Indenture, the Authority has heretofore approved three supplemental indentures; WHEREAS, in order to provide for the financing of additional public capital improvements of benefit to the City and to refund, in advance the Authority's outstanding 1990 Local Agency Revenue Bonds, Series B, issued in the original principal amount of $15,700,000 (the "Prior Bonds") the Authority now proposes to enter into a fourth supplemental indenture, entitled "Fourth Supplemental Indenture of Trust" (the "Foll;rth Supplemental Indenture"), dated as of December 1, 1994, to provide for the issuance of its 1990 Local Obligation Revenue Bonds, Series D (the "Series D Bonds"), and a fifth supplemental indenture, entitled "Fifth Supplemental Indenture of Trust" (the "Fifth Supplemental Indenture"), dated as of December 1, 1994, to provide for the issuance of its 1990 Local Obligation Revenue Bonds, Series E (the ! i, I I, - - "Series E Bonds") (the Series D Bonds and the Series E Bonds being together herein referred to as the "Bonds"); WHEREAS, the Bonds, are to be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, (the" Act") constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; WHEREAS, First California Capital Markets Group, Inc., as underwriter of the Bonds (the "Underwriter") has submitted a form of an offer to purchase the Bonds (the "Purchase Agreement") and has caused to be prepared an Official Statement describing the Bonds (the preliminary form of which is on file with the Secretary); WHEREAS, the Authority intends to use a portion of the proceeds of the Bonds to purchase local obligations of the City pursuant to a Commitment Agreement and Purchase Contract (the "Commitment Agreement and Purchase Contract") to be entered into between the Authority and the City, the Commitment Agreement and Purchase Contract being entered into by the Authority in customary form pursuant to the Master Indenture and the Authority's Program Rules and Regulations, adopted pursuant to Resolution No. 89-4; and WHEREAS, the Board of Directors of the Authority, with the aid of its staff, has reviewed the forms of the Amended and Restated Master Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Purchase Agreement and the Official Statement and approves all of said agreements and transactions in the public interests for which the Authority has been established; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates and bond underwriting and bond issuance costs and thereby results in significant public benefits to the City, within the contemplation of Section 6586 of the Act. Section 2. Issuance of Series D Bonds and Series E Bonds; Approval of Amended and Restated Master Indenture, Fourth Supplemental Indenture, and Fifth Supplemental Indenture. The Board hereby authorizes the issuance of the Series D Bonds under the authority of the Act and the Master Indenture pursuant to the Amended and Restated Master Indenture and the Fourth Supplemental Indenture and hereby authorizes the issuance of the Series E Bonds under the authority of the Act and the Master Indenture pursuant to the Amended and Restated Master Indenture and the Fifth Supplemental Indenture, each dated as of December I, 1994, and each by and between the Authority and Union Bank, as trustee, in substantially the forms on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Chairman, whose execution thereof shall be conclusive evidence of his consent to such changes or additions. Such changes and additions shall include, without limitation, the final total principal amount and final annual maturity amounts of the Series D Bonds and the Series E Bonds. The total combined principal amount of the Series D Bonds and the Series E Bonds shall not exceed the amount of $29,000,000. The Chairman is hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and directed to attest, the Amended and Restated Master Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture for and in the name of the Authority. Section 3. Sale of Bonds. The Board hereby approves the sale of the Bonds to the Underwriter, pursuant to the Purchase Agreement by and between the Authority and the Underwriter, in substantially the form on file with the Secretary, together with any changes -2- therein or additions thereto approved by the Chairman, who shall execute and deliver the Purchase Agreement in the name and on behalf of the Authority and whose execution thereof shall be conclusive evidence of approval of any such additions and changes; provided that the purchase price received by the Authority for the Series D Bonds shall be not less than ninety- seven percent (97%) of the par amount thereof, exclusive of original issue discount, and the average annual stated interest rate to be borne by the Series D Bonds shall not exceed eight and three-quarters percent (8.75%) per annum, and the purchase price received by the Authority for the Series E Bonds shall be not less than ninety-seven percent (97%) of the par amount thereof, exclusive of original issue discount, and the average annual stated interest rate to be borne by _ the Series E Bonds shall not exceed eight and three-quarters percent (8.75%) per annum. Section 4. Official Statement The Authority approves distribution of the preliminary Official Statement by the Underwriter to persons who may be interested in purchasing the Bonds, and, upon request of the Underwriter, the Chairman of the Authority is authorized and directed, on behalf of the Authority, to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). The form of the final Official Statement shall include such information permitted to be excluded from the preliminary Official Statement pursuant to the Rule. The Board hereby approves and authorizes the distribution of the final Official Statement by the Underwriter. The Chairman is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement approved by the Chairman, whose execution thereof shall be conclusive evidence of approval of any such changes and additions. The final Official Statement shall be executed in the name and on behalf of the Authority by the Chairman, who is hereby authorized and directed to execute the final Official Statement on behalf of the Authority. Section 5. Purchase of Local Obligations of the City. The Board hereby approves the purchase of local obligations of the City pursuant to the Commitment Agreement and Purchase Contract in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Chairman, who shall execute and deliver the Commitment Agreement and Purchase Contract in the name and on behalf of the Authority and whose execution thereof shall be conclusive evidence of approval of any such additions and changes. Section 6. Official Action. The Chairman, the Vice-Chairman, the Treasurer, the Secretary, the General Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, including, without limitation, requisitions for the payment of costs of issuance of the Bonds, agreements, including, without limitation, agreements (in customary form) for the investment of the proceeds and revenues of the Bonds, the Commitment Agreement and Purchase Contract and an Escrow Deposit and Trust Agreement (in customary form) providing for the refunding of the Prior Bonds, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance, sale and delivery of the Bonds to the Underwriter, the purchase of the City's obligations with the proceeds of the Bonds and the refunding ofthe Prior Bonds, as described herein. Section 7. Effective Date. This Resolution shall take effect from and after its passage and adoption. -3- i- I PASSED AND AOOPTED this 22nd day of November, 1994. AYES: BOARDMEMBERS : ALONGI, BENDER, BRINLEY, WASHBURN, PAPE NOES: BOARDMEMBERS : NONE ABSENT: BOARDMEMBERS : NONE - ABSTAIN: BOARDMEMBERS : NONE [S E A L] 9r~h~~ Secretary of the Lake Elsinore Public Financing Authority APPROVED AS TO FORM AND LEGALITY: - I -4- 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 foregoing Resolution duly adopted by the Public Finance Authority of the city of Lake Elsinore at a regular meeting of said Authority on 22nd day of November, 1994, and that it was so adopted by the following vote: AYES: COUNCILMEMBERS: ALONGI, BENDER, BRINLEY, PAPE, WASHBURN NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE ABSTAIN: COUNCILMEMBERS: NONE ~w VICKI r':l:..BAD, CITY CLERK CITY OF LAKE EL~INORE (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. PFA 94-2 of said Council, and that the same has not been amended or repealed. 1994 ~ C I !:"l~.mU), CI'lY CLERK CITY OF LAKE ELSINORE (SEAL) RESOLUTION NO. PFA 94--1- A RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANONG AUfHORITY AUfHORIZING ISSUANCE BY THE AUfHORITY OF ITS 1994 SERIES A TAX ALLOCATION REVENUE BONDS (LAKE ELSINORE REDEVELOPMENT PROJECTS) AND OF ITS 1994 SERIES B SUBORDINATE TAX ALLOCATION BONDS (LAKE ELSINORE REDEVELOPMENT PROJECTS), AUfHORIZING SALE OF BONDS UPON CERTAIN TERMS AND CONDITIONS, APPROVING OFFIOAL STATEMENT RELATING TO THE BONDS, APPROVING LOAN AGREEMENTS RELATING TO THE PROCEEDS OF THE BONDS, AND APPROVING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Lake Elsinore and the Redevelopment Agency of the City of Lake Elsinore (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement, establishing the Lake Elsinore Public Financing Authority (the "Authority") for the purpose of issuing its bonds, notes and other obligations to be used to provide financial assistance to the City and the Agency; and WHEREAS, the Authority proposes to issue two separate issues of bonds, namely, its 1994 Series A Tax Allocation Bonds (Lake Elsinore Redevelopment Projects) (the "Series A Bonds") and its 1994 Series B Subordinate Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) (the "Series B Bonds") for the purpose of providing funds to make three separate loans (the "Loans") pursuant to the loan agreements hereinafter described (the "Loan Agreements") to the Agency to finance and refinance various redevelopment activities of the Agency; and WHEREAS, both the Series A Bonds and the Series B Bonds are to be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, (the "Act") constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; and WHEREAS, the Series A Bonds will be payable from prepayment of the Loans on a basis senior to the payment of the Series B Bonds from the repayment of the Loans; and WHEREAS, the Series A Bonds and the Series B Bonds shall be issued pursuant to separate Indentures of Trust (respectively, the "Series A Indenture" and the "Series B Indenture"), each dated as of December 1, 1994 and each by and between the Authority and Union Bank, as trustee (the "Trustee"); and WHEREAS, the Authority proposes to sell both the Series A Bonds and the Series B Bonds to First California Capital Markets, Inc., (the "Underwriter") for offer and sale by the Underwriter to members of the general public, and in connection with the offering of the Series A Bonds and the Series B Bonds, the Underwriter has caused to be prepared an Official Statement describing, among other things, the Authority, the ~eries A Bonds and the Series B Bonds, a preliminary form of which is on file with the Authority Secretary; and WHEREAS, the Underwriter has caused to be prepared and presented to the Authority Board a form of contract for the purchase of the Series A Bonds and the Series B Bonds by the Underwriter (the "Bond Purchase Contract"); and WHEREAS, the Authority Board, with the aid of its staff, has reviewed the forms on file with the Secretary of the Series A Indenture, the Series B Indenture, the Loan Agreements, the preliminary Official Statement and the Purchase Contract, and the transactions therein - - described and wishes at this time to approve the foregoing in the public interests of the Authority subject to the terms and conditions set forth; NOW THEREFORE BE IT RESOLVED by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: Section 1. Issuance of Series A Bonds. The Board hereby authorizes the issuance of the Series A Bonds under and pursuant to the Act and the Series A Indenture for the purposes hereinbefore described. The Board hereby approves the Series A Indenture in substantially the form on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Chairman or an authorized representative of the Chairman, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. 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 Series A Indenture for and in the name and on behalf of the Authority. Such changes and additions shall include, without limitation, the insertion in the Series A Indenture of the final aggregate principal amount of the Series A Bonds and the final annual interest rate payable with respect to the Series A Bonds, as provided in the executed Purchase Contract with the Underwriter for the sale of the Series A Bonds. The Board hereby authorizes the delivery and performance of the Series A Indenture. Section 2. Issuance of Series B Bonds. The Board hereby authorizes the issuance of the Series B Bonds under and pursuant to the Act, and the Series B Indenture for the purposes hereinbefore described. The Board hereby approves the Series B Indenture in substantially the form on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Chairman or an authorized representative of the Chairman, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. 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 Series B Indenture for and in the name and on behalf of the Authority. Such changes and additions shall include, without limitation, the insertion in the Series B Indenture of the final aggregate principal amount of the Series B Bonds and the final annual interest rate payable with respect to the Series B Bonds, as provided in the executed Purchase Contract with the Underwriter for the sale of the Series B Bonds. The Board hereby authorizes the delivery and performance of the Series B Indenture. Section 3. Combined Principal Amount The combined principal amount of the Series A Bonds and the Series B Bonds shall not exceed $35,000,000. Section 4. Approval of the Loan Agreements. The Board hereby authorizes and approves the making of three separate Loans to the Agency ]?ursuant to the following three Loan Agreements; namely the Loan Agreement, dated as of December I, 1994, by and between the Authority and the Agency relating to the Loan to the Agency with respect to the Rancho Laguna Redevelopment Project Area No. I, the Loan Agreement, dated as of December I, 1994, by and between the Authority and the Agency relating to the Loan to the Agency with respect to the Rancho Laguna Redevelopment Project Area No. II and the Loan Agreement, dated as of December I, 1994, by and between the Authority and the Agency relating to the Loan to the Agency with respect to the Rancho Laguna Redevelopment Project Area No. Ill. The Board hereby approves the Loan Agreements in substantially the form on file with. the Secretary together with any additions thereto or changes therein (including, but not limited to, the principal amount of the Loans and the schedule for repayment of the Loans) deemed necessary or advisable by the Chairman or an authorized representative of the Chairman, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized -2- - - and directed to attest and affix the seal of the Authority to, the final form of the Loan Agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Loan Agreements. Section 5. Official Statement. The Board hereby approves the matters contained in the preliminary Official Statement describing the Authority and, respectively, the Series A Bonds and the Series B Bonds, in substantially the form submitted by the Underwriter and on file with the Authority Secretary with such changes and modifications as shall be necessary or appropriate and when completed to the satisfaction of the Treasurer of the Authority, the Treasurer is authorized and directed, on behalf of the Authority to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Security and Exchange Act of 1934. The Board further approves distribution of the preliminary Official Statement by the Underwriter to persons who may be interested in purchasing the Series A Bonds and the Series B Bonds. The Board hereby approves the final Official StatemeJ:\t describing the Series A Bonds and the Series B Bonds. Distribution of the final Official Statement by the Underwriter is hereby approved. The Chairman is hereby authorized and directed to approve any changes in or additions to the final form of said Official Statement to conform to the requirements of the Series A Indenture and the Series B Indenture, as applicable, and the related proceedings. The Chairman is hereby authorized to execute and deliver the final Official Statement on behalf of the Authority. Section 6. Sale of Series A Bonds and Series B Bonds. The Board hereby approves the sale of the Series A Bonds and Series B Bonds to the Underwriter, pursuant to the Purchase Contract by and between the Authority and the Underwriter, in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Chairman, who shall execute and deliver the Purchase Contract in the name and on behalf of the Authority and whose execution thereof shall be conclusive evidence of approval of any such additions and changes; provided that the purchase price received by the Authority for the Series A Bonds shall be not less than ninety-seven percent (97%) of the par amount thereof, exclusive of original issue discount, and the average annual stated interest rate to be borne by the Series A Bonds shall not exceed eight and three-quarters percent (8.75%) per annum, the purchase price received by the Authority for the Series B Bonds shall be not less than ninety- seven percent (97%) of the par amount thereof, exclusive of original issue discount, and the average annual stated interest rate to be borne by the Series B Bonds shall not exceed eight and three-quarters percent (8.75%) per annum. Section 7. Official Action. The Chairman, the Vice-Chairman, the Executive Director, the Treasurer, the Secretary, the Authority General Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, including, without limitation, requisitions for the payment of costs of issuance of the Series A Bonds and the Series B Bonds, agreements, including, without limitation, agreements providing for investment of proceeds of the Series A Bonds and the Series B Bonds, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance, sale and delivery of the Series A Bonds and the Series B Bonds and the making of the Loans pursuant to the Loan Agreements. Section 8. Effective Date. This Resolution shall take effect from and after its passage and adoption. PASSED AND ADOPTED this 22nd day of November, 1994. -3- AYES: BOARDMEMBERS:, ALONGI, BENDER, BRINLEY, WASH~URN, PAPE NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE (SEAL) #- -" /" ABSTAIN: BOARDMEMBERS: NONE - ?~ Secretary of the Lake Elsinore Public Financing Authority APPROVED AS TO FORM AND LEGALITY: JDk - -4- 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 foregoing Resolution duly adopted by the Public Finance Authority of the City of Lake Elsinore at a regular meeting of said Authority on 22nd day of November, 1994, and that it was so adopted by the following vote: AYES: COUNCILMEMBERS: ALONGI, BENDER, BRINLEY, PAPE, WASHBURN NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE ABSTAIN: COUNCILMEMBERS: NONE - n\mV Ii DvuY~~ VICKI KASAD, CITY CLERK CITY OF LAK~ 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. PFA 94-3 of said Council, and that the same has not been amended or repealed. . ~t:J3' 1994 CKI KASAD, CITY CLERK CITY n!". LAKE EI:SINORE (SEAL) RESOLUTION NO. PFA 94-...l!:.- - A RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANONG AUfHORIlY AUfHORIZING ISSUANCE BY THE AUfHORI1Y OF ITS 1995 SERIES A SUBORDINATE TAX ALLOCATION REVENUE NOTES (LAKE ELSINORE REDEVELOPMENT PROJECTS) AUfHORIZING SALE OF NOTES UPON CERTAIN TERMS AND CONDmONS, APPROVING OFFICIAL STATEMENT RELATING TO THE NOTES, APPROVING LOAN AGREEMENTS RELATING TO THE PROCEEDS OF THE NOTES, APPROVING TERMINATION OF LEASE AGREEMENT AND APPROVING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the City of Lake Elsinore and the Redevelopment Agency of the City of Lake Elsinore (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement, establishing the Lake Elsinore Public Financing Authority (the "Authority") for the purpose of issuing its bonds, notes and other obligations to be used to provide financial assistance to the City and the Agency; WHEREAS, the Authority proposes to issue its 1995 Series A Subordinate Tax Allocation Notes (Lake Elsinore Redevelopment Projects) (the "Notes") for the purpose of providing funds to make three separate loans (the "Loans") pursuant to the loan agreements hereinafter described (the "Loan Agreements") to the Agency to finance and refinance various redevelopment activities of the Agency; WHEREAS, the Notes are to be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, (the" Act") constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; WHEREAS, the Notes shall be issued pursuant to an Indenture of Trust dated as of January 15, 1995, by and between the Authority and Union Bank, as trustee (the "Trustee"); WHEREAS, the Authority proposes to sell the Notes to First California Capital Markets, Inc., (the "Underwriter") for offer and sale by the Underwriter to members of the general public, - and in connection with the offering of the Notes, the Underwriter has caused to be prepared an Official Statement describing, among other things, the Authority, the Notes, a preliminary form of which is on file with the Authority Secretary; WHEREAS, the Underwriter has caused to be prepared and presented to the Authority Board a form of contract for the purchase of the Notes by the Underwriter (the "Purchase Contract"); WHEREAS, the proceeds of the Loans will be used, among other purposes, to finance and to refinance the costs of the Lake Elsinore Municipal Stadium Project and related public infrastructure improvements (the "Project"); WHEREAS, for the purpose of a prior refunding of the Project, the Authority and the City entered into a Lease Agreement, dated as of September 1, 1994 (the "1994 Lease Agreement") pursuant to which the Authority leased the Project to the City, the City's Lease Payments (the "Lease Payments") to be used to repay obligations of the Authority issued to acquire the Project; WHEREAS, to provide for reimbursement of the Lease Payments by the Agency to the City with the proceeds of Tax Revenues, the City and the Agency entered into three (3) - , " - separate Reimbursement Agreements, each dated as of September I, 1994 and each relating to one of the three Project Areas (the "1994 Reimbursement Agreements"); WHEREAS, the Agency will use a portion of the proceeds of the Loans to pay in full its obligations under the 1994 Reimbursement Agreements, thus permitting the City to pay in full to the Authority its Lease Payments under the 1994 Lease Agreement; and WHEREAS, the Authority Board, with the aid of its staff, has reviewed the forms on file with the Secretary of the Indenture, the Loan Agreements, the preliminary Official Statement and the Purchase Contract, and the transactions therein described and wishes at this time to approve the foregoing in the public interests of the Authority subject to the terms and conditions set forth. NOW THEREFORE BE IT RESOLVED by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: Section 1. Issuance of the Notes. The Board hereby authorizes the issuance of the Notes under and pursuant to the Act and the Indenture in an aggregate principal amount of not to exceed $20,000,000 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 by the Chairman or an authorized representative of the Chairman, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. 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. Such changes and additions shall include, without limitation, the insertion in the Indenture of the final aggregate principal amount of the Notes and the final annual interest rate payable with respect to the Notes, as provided in the executed Purchase Contract with the Underwriter for the sale of the Notes. The Board hereby authorizes the delivery and performance of the Indenture. Section 2. Approval of the Loan Agreements. The Board hereby authorizes and approves the making of three separate Loans to the Agency pursuant to the following three Loan Agreements; namely the Loan Agreement, dated as of December I, 1994, by and between the Authority and the Agency relating to the Loan to the Agency with respect to the Rancho Laguna Redevelopment Project Area No. I, the Loan Agreement, dated as of December I, 1994, by and between the Authority and the Agency relating to the Loan to the Agency with respect to the Rancho Laguna Redevelopment Project Area No. II and the Loan Agreement, dated as of December I, 1994, by and between the Authority and the Agency relating to the Loan to the Agency with respect to the Rancho Laguna Redevelopment Project Area No. III. The Board hereby approves the Loan Agreements in substantially the form on file with the Secretary together with any additions thereto or changes therein (including, but not limited to, the respective principal amounts of the Loans and the respective schedules for repayment of the Loans) deemed necessary or advisable by the Chairman or an authorized representative of the Chairman, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. 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 Loan Agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Loan Agreements. Section 3. Official Statement. The Board hereby approves the matters contained in the preliminary Official Statement describing the Authority and the Notes in substantially the form submitted by the Underwriter and on file with the Authority Secretary with such changes and modifications as shall be necessary or appropriate and when completed to the satisfaction of the Treasurer of the Authority, the Treasurer is authorized and directed, on behalf of the -2- I,'I.'!', J.~ - - Authority to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Security and Exchange Act of 1934. The Board further approves distribution of the preliminary Official Statement by the Underwriter to persons who may be interested in purchasing the Notes. The Board hereby approves the final Official Statement describing the . Notes. Distribution of the final Official Statement by the Underwriter is hereby approved. The Chairman is hereby authorized and directed to approve any changes in or additions to the final form of said Official Statement to conform to the requirements of the Indenture, the Purchase Contract and the related proceedings. The Chairman is hereby authorized to execute and deliver the final Official Statement on behalf of the Authority. Section 4. Sale of the Notes. The Board hereby approves the sale of the Notes to the Underwriter, pursuant to the Purchase Contract by and between the Authority and the Underwriter, in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Chairman, who shall execute and deliver the Purchase Contract in the name and on behalf of the Authority and whose execution thereof shall be conclusive evidence of approval of any such additions and changes; provided that the purchase price received by the Authority for the Notes shall be not less than ninety-seven and one-half percent (97.5%) of the par amount thereof, exclusive of original issue discount, and the annual stated interest rate to be borne by the Notes shall not exceed eight and one-half percent (8.50%) per annum. Section 5. Contingency With Respect to Payment of 1994 Reimbursement Agreements. It is understood that the City staff and the Underwriter are currently negotiating with the Owners of the Authority's 1994 Revenue Bonds (Lake Elsinore Redevelopment Projects) (the 1/1994 Bondsl/) for the purpose of agreeing to a reasonable price for repurchase of the 1994 Bonds by the Authority. The proceeds of payment of the 1994 Reimbursement Agreement will be used by the City to prepay the 1994 Lease Agreement. The proceeds of prepayment of the 1994 Lease Agreement will be used by the Authority to pay the repurchase price of the 1994 Bonds. Accordingly, if a reasonable price for such repurchase is not agreed upon then the aggregate principal amount of the Notes, authorized in Section 1 hereof, shall be reduced by the appropriate amount. Section 6. Official Action. The Chairman, the Vice-Chairman, the Executive Director, the Treasurer, the Secretary, the Authority General Counsel and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, including, without limitation, requisitions for the payment of costs of issuance of the Notes, agreements, including, without limitation, agreeme!1ts providing for investment of proceeds of the Notes and an escrow deposit and trust agreement in customary form prepared by Bond Counsel providing for the application of City Lease Payments to repay the Authority's 1994 Bonds, notices, consents, instruments of conveyance including a grant deed to the City of the Project and deeds of reconveyance of trust deeds on the Project, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance, sale and delivery of the Notes and the making of the Loans pursuant to the Loan Agreements, the repayment of the 1994 Reimbursement Agreements and payment in full and termination of the 1994 Lease Agreement. Section 7. Effective Date. This Resolution shall take effect from and after its passage and adoption. PASSED AND ADOPTED this 21'Stday of December, 1994. -3- AYES: COUNCILMEMBERS: BENDER, BRINLEY, PAPE, WASHBURN NOES: COUNCILMEMBERS: NONE / ABSENT: COUNCILMEMBERS: ALONGI / ABSTAIN: COUNCILMEMBERS: NONE Chafunan of e ke Elsinore Public Financing Authority - , - (SEAL) APPROVED AS TO FORM AND LEGALITY: ( John R. Harper, -4- 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 foregoing Resolution duly adopted by the Public Finance Authority of the city of Lake Elsinore at a regular meeting of said Authority on 21st day of December, 1994, and that it was so adopted by the following vote: AYES: COUNCILMEMBERS: BENDER, BRINLEY, PAPE, WASHBURN NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE ABSTAIN: COUNCILMEMBERS: NONE - STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS: CITY OF LAKE ELSINORE ) @ I, VICKI KASAD, CITY CLERK OF THE CITY OF LAKE ELSINORE, D1 HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. PFA 94-4 of said Council, and that the same has not been amended or repealed. - 1994 cr..'Y CLERK ELSINORE ( S EA.T., )