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HomeMy WebLinkAboutPFA Reso No 1995 RESOLUTION NO. PFA 95-1 A RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY, AMENDING RESOLUTION NO. PFA 94-2 TO PROVIDE FOR THE ISSUANCE OF SOLELY A SINGLE ISSUE OF BONDS AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO - 1990 LOCAL OBLIGATIONS BONDS, SERIES D. WHEREAS, th~ 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 Pu~lic 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; and 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, is~ued iL the original principal amount of - $15,700,000 (the "Prior Bonds"), the Authority has, pursuant to Resolution No. PFA 94-2, adopted November 22, 1994, authorized the issuance of its 1990 Local Obligation Revenue Bonds, Series D (the "Series D Bonds") , and the issuance of its 1990 Local Obligation Revenue Bonds, Series E (the "Series E Bonds") (the Series D Bonds and the Series E Bonds being together herein referred to as the "Bonds"); and WHEREAS, the bonds were to be issued in two separate series of bonds for credit rating purposes, which purposes are no longer applicable; WHEREAS, for more efficient marketing of the bonds, the AuthorJ:ty now desires to amend Resolution No. PFA 94-2 to provide for the issuance of solely a single issue of bonds, namely the series D Bonds in an aggregate principal amount of not to exceed $29,000,000; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: PAGE TWO - RESOLUTION NO. PFA 95-1 SECTION 1. Amendment of Resolution No. PFA 94-2. Resolution No. PFA 94-2 is hereby amended to delete all references to the Series E Bonds and, thereby, to provide for the issuance of solely a single issue of bonds, namely, the Series D Bonds, and the Purchase Agreement, the Official Statement and other documents and actions referred to in Resolution No. PFA 94-2 shall be deemed to be solely with respect to the Series D Bonds. SECTION 2. Confirmation of Actions. Except as provided herein to the contrary, the Agency hereby confirms the actions taken and to be taken pursuant to Resolution No. PFA 94-2. SECTION 3. Effective Date. This Resolution shall take effect from and after its passage and adoption. PASSED, APPROVED AND ADOPTED this 11th day of April, 1995, by the following vote: AYES: AUTHORITY MEMBERS: ALONGI, BENDER, BRINLEY, WASHBURN, PAPE NOES: AUTHORITY MEMBERS: NONE ABSENT: AUTHORITY MEMBERS: NONE NONE . // /\ ~/ I I ~/// ! /,;! /4 ">1/ u' ttfte7 IN W. P1tP~,CHAIRMAN UBLIC FINANCING AUTHORITY ABSTAIN: AUTHORITY MEMBERS: - v:i L~ ~ICKI KASAD, CLERK OF THE AUTHORITY APPROVED AS TO LEGAL FORM: lke JOHN R. COUNSEL 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 11th day of April, 1995, 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 0~~ry I VICKI KAS~ CLERK CITY OF LAKE ELSINORE (SF..AL) 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 95-1 of said Council, and that the same has not been amended or repealed. DA;;O:.. April 28, 1994 9\ f\ ry I ~~~k~CLERK CITY OF LAKE EI$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 foregoing Resolution duly adopted by the Public Finance Authority of the City of Lake Elsinore at a regular meeting of said Authority on 26th day of September, 1995, and that it was so adopted by the following vote: AYES: COUNCILMEMBERS: BENDER, BRINLEY, PAPE NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: ALONGI, WASHBURN ABSTAIN: COUNCILMEMBERS: NONE ( ---- 0'-.(' -.-;--2/. _ ~ ~U~>~ _VICKI 1(ASAI}, ~ITY CLERK ~rr.Y OF LAKE-ELSINORE (s.:EA~) . - 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 95-2 of said Council, and that the same has not been amended or repealed. D~~~~_sePtember 29, 1995 -~~~ERK CITY .:eF LA1<E -ELSINORE -. ~Sfl:AL) RESOLUTION NO. PFA 95-2_ A RESOLunON OF THE LAKE ELSINORE PUBLIC FINANONG AUTHORITY AUnIORIZING ISSUANCE BY THE AUTHORITY OF ITS 1995 SERIES A HOUSING TAX ALLOCATION REVENUE BONDS (LAKE ELSINORE REDEVELOPMENT PROJECTS) AND OF ITS 1995 SERIES B SUBORDINATE HOUSING TAX ALLOCATION BONDS (LAKE ELSINORE REDEVELOPMENT PROJECTS), AUnIORIZING SALE OF BONDS UPON CERTAIN TERMS AND CONDmONS, APPROVING OFFIOAL ST ATEMENT RELATING TO THE BONDS, APPROVING LOAN AGREEMENT RELATING TO THE PROCEEDS OF THE BONDS, AUnIORIZING IN REM VALIDATION PROCEEDINGS WITH RESPECT TO THE FOREGOING 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 1995 Series A Housing Tax Allocation Bonds (Lake Elsinore Redevelopment Projects) (the "Series A Bonds") and its 1995 Series B Subordinate Housing Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) (the "Series B Bonds") for the purpose of providing funds to make a loan (the "Housing Loan") pursuant to the loan agreement hereinafter described (the "Loan Agreement") to the Agency to finance low and moderate income housing redevelopment activities of the Agency within or of benefit to its Rancho Laguna Redevelopment Project Area No. I, its Rancho Laguna Redevelopment Project Area No. II and its Rancho Laguna Redevelopment Project No. III (together the "Three Project Areas"); 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 repayment of the Housing Loan on a basis senior to the payment of the Series B Bonds from the repayment of the Housing Loan; and WHEREAS, the Series A Bonds and the Series B Bonds will be issued pursuant to separate Indentures of Trust (respectively, the "Series A Indenture" and the "Series B Indenture"), each dated as of November 1, 1995 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 Series 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 has heretofore issued its 1995 Series A Subordinate Tax Allocation Series A. Notes in the aggregate principal amount of $8,385,000 (the "1995 Notes"), the proceeds of WhICh were used to make a loan to each of the Three Project Areas (the "Prior Loans"); and WHEREAS, the net proceeds of the Housing Loan will be deposited by the Agency into the Agency's Lo~ an~ Moderate Income Housing Fund (established pursuant to Section 33334.3 of the CalIforma Health and Safety Code) (the "Housing Fund") and the amount of such deposit will be concurrently transferred by the Agency pursuant to interfund loans (colle~tively, the "Interfund Loans") to each of the Three Project Areas to be used (i) to repay the Pnor Loans (and, hence, the 1995 Notes), (ii) to finance additional redevelopment activities within or to benefit to each of the Three Project Areas and (iii) for certain other uses and purposes; and WHEREAS, because the proceeds of the Housing Loan will be deposited in the Housing Fund, the Housing Loan will be repaid by the Agency (and, hence, debt service on the Series A Bonds and the Series B Bonds will be paid by the Authority) from tax increment revenues allocated to the Agency with respect to the Three Project Areas pursuant to 33334.2 of the California Health & Safety Code for deposit in the Housing Fund (the "Housing S~t-Aside Revenues"); and WHEREAS, because the proceeds of the Housing Loan will not be used immediately for low and moderate income housing purposes, but will instead be initially loaned for the uses and purposes of the Interfund Loans (the applicable low and moderate income housing purposes to be financed with the proceeds of repayment of the Interfund Loans), co-bond counsel to the Authority have advised this Board that it would be prudent for the Authority to bring an action in the Superior Court of the County of Riverside requesting a judgment approving the legal validity of the Series A Bonds, and the Series B Bonds, including, without limitation, the use of the Housing Set-Aside Revenues to repay the Housing Loan and, hence, the Series A Bonds and the Series B Bonds; and WHEREAS, Section 53511 of the California Government Code authorizes the Authority to bring such an action, in rem, pursuant to Sections 860 et seq. of the California Code of Civil Procedure; and WHEREAS, the Authority desires to adopt this resolution authorizing the issuance of the Series A Bonds and the Series B Bonds pursuant to the Series A Indenture and the Series B Indenture, respectively, in compliance with Section 864 of the California Code of Civil Procedure, which Section provides that the Series A Bonds and the Series B Bonds shall be in existence upon such adoption; 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 Agreement, the preliminary Official State~en~ and the Purchase Contr~ct, ?nd the tra.ns?ctions therein described and wishes at thIS hme to approve the foregomg m the publIc mterests of the Authority subject to the terms and conditions set forth and also wishes to authorize the bringing of the above described validation action; 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 -2- form on file with ~he Secretary toget.her with any additions thereto or changes therein deemed necessary or ~dvIsable by the ChaIrman or an authorized representative of the Chairman whose executIOn t~ereof ~hall be conclusi~e evidence of approval of any such additions and changes. The, ChaIrma~ 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 ~~nes A In~enture for,and m.th: n~me and .on b~hal~ of the Authority, Such changes and addItIons shall Include, wIthout lImItatIon, the insertIOn In the Series A Indenture of the final a~gregate principal amount of the Series A Bonds and the final annual interest rates 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 Seri~s B Bonds un,der and pursuant to the Act, and the Series B Indenture for the purposes herembefore descnbed, 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 rates 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 $32,000,000. Section 4. Approval of the Loan Agreement. The Board hereby authorizes and approves the making of the Housing Loan to the Agency pursuant to the Housing Fund Loan Agreement; dated as of November 1, 1995, by and between the Authority and the Agency (the "Loan Agreement"). The Board hereby approves the Loan Agreement 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 Housing Loan and the schedule for repayment of the Housing Loan) 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 Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Loan Agreement. Section 5. Official Statement. The Board hereby approves the matters contained in the preliminary Official Sta~ement des~ribing the Authori,ty and, respectively, .the Series A. Bon,ds and the Series B Bonds, m substantIally the form subrmtted 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 Tre~surer of the Autho~it~, the Treasurer is authorized and directed, on behalf of the Authonty 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 Statement describing the Series A Bonds and the Series B Bonds. Distribution of the final Official Statement by the Underwriter is -3- hereby. ~pproved. T~e Chairman i~ here~y. authorized and directed to approve any changes in or ~ddItIons to the fmal form of saId OfficIal Statement to conform to the requirements of the Sen~s A In?enture and the .Series B Indenture, as applicable, and the related proceedings. The Charrman IS hereby authorIZed to execute and deliver the final Official Statement on behalf of the Authority. Section. 6. Sale of Series A ~onds and Series B Bonds. The Board hereby approves the sale of the Senes A Bonds and Senes B Bonds to the Underwriter, pursuant to the Purchase C~ntract by and between the ~uthority and the Underwriter, in substantially the form on file WIt~ the Secretary, together WIth an~ 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 ~~thority and whose exec~tion 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. 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 validity of the Series A Bonds and the Series B Bonds including, without limitation, the use of Housing Set-Aside Revenues to repay the Housing Loan and, hence, to pay debt service on the Series A Bonds and the Series B Bonds, and as to such other matters as co-bond 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 850 et seq. of the California Code of Civil Procedure. Section 8. 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 bring the above authorized validation action and to consummate the lawful issuance, sale and delivery of the Series A Bonds and the Series B Bonds and the making of the HousingaLoan pursuant to the Loan Agreement. Section 9. Effective Date. This Resolution shall take effect from and after its passage and adoption. 4- PASSED AND ADOPTED this 26th day of September, 1995. AYES: AUTHORITY MEMBERS: BENDER, BRINLEY, PAPE NOES: AUTHORITY MEMBERS: NONE / ABSENT: AUTHORITY MEMBERS: ALONGI, WASHBURN' ABSTAIN: AUTHORITY MEMBERS: NONE (SEAL) ATTEST: ~ c.::\::t::: Secretary of e ke Elsinore Public Fina cing Authority APPROVED AS TO FORM AND LEGALITY: ~ -5- RESOLUTION NO. PFA 95-3 A RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY CONFIRMING APPROVAL OF SALE OF AND OFFIOAL STATEMENTS RELATING TO ITS 1995 SERIES A TAX ALLOCATION REVENUE BONDS (LAKE ELSINORE REDEVELOPMENT PROJECTS) AND TO ITS 1995 SERIES B SUBORDINATE TAX ALLOCATION BONDS (LAKE ELSINORE REDEVELOPMENT PROJECTS), APPROVING ADDITIONAL LOAN AGREEMENT TO BE FUNDED WITH 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, pursuant to Resolution No. PFA 95-2, adopted September 26, 1995, authorized the issuance of two separate issues of bonds, namely, its 1995 Series A Housing Tax Allocation Bonds (Lake Elsinore Redevelopment Projects) (the "Series A Bonds") and its 1995 Series B Subordinate Housing Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) (the "Series B Bonds") for the purpose of providing funds to make a loan (the "Housing Loan") pursuant to a loan agreement (the "Housing Fund Loan Agreement") to the Agency to finance low and moderate income housing redevelopment activities of the Agency within or of benefit to its Rancho Laguna Redevelopment Project Area No. I, its Rancho Laguna Redevelopment Project Area No. II and its Rancho Laguna Redevelopment Project No. Ill; and WHEREAS, the Authority and the Agency now propose to use a portion of the proceeds of the Series B Bonds to make a loan to the Agency's Rancho Laguna Redevelopment Project Area No. III ("Project Area No.3") to refinance redevelopment activities within or of benefit to Project Area No. III pursuant to the Rancho Laguna Redevelopment Project Area No. III Loan Agreement, dated as of December 1, 1995, by and between the Authority and the Agency (the "Project Area Loan Agreement"), the form of which is on file with the Secretary of the Authority; and WHEREAS, the Authority, in said Resolution No. PFA 95-2, approved the sale of the Series A Bonds and the Series B Bonds to First California Capital Markets Group, 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 had caused to be prepared a single Official Statement describing, among other things, both the Series A Bonds and the Series B Bonds; and WHEREAS, the Bank of California, N.A., will now also act as an underwriter of the Series A Bonds and the Series B Bonds (The Bank of California, N.A, and First California Capital Markets Group, Inc. being herein referred to as the "Underwriters") and the Underwriters have now caused the preparation of two separate Official Statements for the Series A Bonds, and the Series B Bonds, respectively, the preliminary forms of which, dated as of December 4, 1995, are on file with the Secretary of the Authority, (the "Preliminary Official Statements"); and WHEREAS, certain details with respect to the Series A Bonds and the Series B Bonds, (sometimes referred to as herein the "Bonds") have been changed, including, without limitation, the deletion of the term "Housing" from the names of the Bonds (because the loan to Project Area No. III will be for non-housing purposes) and the redating of documents from November 1, 1995, to December 1, 1995 (because the delivery of the Bonds is now expected to take place in December, 1995); and WHEREAS, in said Resolution No. PFA 95-2 the Authority also directed the bringing of an action IN REM, pursuant to Sections 860 et seq. of the California Code of Civil Procedure, for a judgment confirming, among other things, the validity of the Bonds and, on November 14, 1995, the Superior Court of the County of Riverside rendered its Judgment (the "Judgment") approving the validity of the Bonds; and WHEREAS, nothing ordered in this Resolution shall be deemed to affect the validity of the Judgment so rendered; and WHEREAS, the Authority Board, with the aid of its staff, has reviewed the forms on file with the Secretary of the Project Area Loan Agreement and the two Preliminary Official Statements and the transactions therein described, and wishes at this time to approve the foregoing in the public interests of the Authority and the Agency; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Lake Elsinore Public Financing Authority, as follows: Section 1. Approval of the I'rojeet Area Loan Agreement. The Board hereby authorizes and approves the making of the loan to the Agency pursuant to the Project Area Loan Agreement. The Board hereby approves the Project Area Loan Agreement 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 loan and the schedule for repayment of the loan) 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 Project Area Loan Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Project Area Loan Agreement. Section 2. Official Statements. The Board hereby approves the matters contained in the Preliminary Official Statements describing the Authority and, respectively, the Series A Bonds and the Series B Bonds, in substantially the form, dated as of December 4, 1995, submitted by the Underwriters 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 Statements "final" pursuant to Rule 15c2-12 under the Security and Exchange Act of 1934. The Board further approves distribution of the Preliminary Official Statements by the Underwriters to persons who may be interested in purchasing the Series A Bonds and the Series B Bonds. The Board hereby approves the final Official Statements describing the Series A Bonds and the Series B Bonds. Distribution of the final Official Statements by the Underwriters is hereby approved. The Chairman is hereby authorized and directed to approve any changes in or additions to the final form of said Official Statements 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 Statements on behalf of the Authority. Section 3 Sale of Series A Bonds and Series B Bonds. The Board hereby confirms its approval of the sale of the Series A Bonds and Series B Bonds to the Underwriters under the terms and conditions set forth in Resolution No. PFA 95-2. Section 4. Effective Date. This Resolution shall take effect from and after its passage and adoption. PASSED AND ADOPTED this 12th day of December, 1995. AYES: BOARDMEMBERS: KELLEY, METZE, PAPE, BRINLEY NOES: BOARDMEMBERS: ALONGI ABSENT: ABSTAIN: BOARDMEMBERS: NONE "--- BOARDMEMBERS: NONE (SEAL) A TTESL--- ('" ~ --" APPROVED AS TO FORM AND LEGALITY: 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 Redevelopment Agency of the City of Lake Elsinore at a regular meeting of said Agency on 12th day of December, 1995, and that it was so adopted by the following vote: AYES: BOARDMEMBERS: KELLEY, METZE, PAPE, BRINLEY, NOES: BOARDMEMBERS: ALONGI ABSENT: BOARDMEMBERS: NONE - ABt'1;'A_I~ : ~ BOARDMEMBERS : 9\ ' (fll.J-=- 0>~/v:&l~ - VI CKI KA5"~!f,.. C TY CLERK CI'!'Y:: (.?-:f- -:L..~KE ELSINORE (SEAL) NONE 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 95-3 of said Council, and that the same has not been amended or repealed. Dr;: December 20, 1995 2:~1 'Vi:eKI IQ.SAP / ~y CLERK C}'2'Y OF- -LAKE- ELSINORE ( ~..7\L) RESOLUTION NO. PFA 95-~ A RESOLUTION OF LAKE ELSINORE PUBLIC FINANONG AUTHORITY AUTHORIZING THE ISSUANCE OF 1996 LOCAL AGENCY REVENUE BONDS, SERIES E, APPROVING FIFfH SUPPLEMENTAL INDENTURE OF TRUST AND OFFIOAL STATEMENT, AUTHORIZING SALE OF SUCH BONDS, AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE PURCHASE OF LOCAL OBLIGATIONS OF THE OTY AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO 1996 LOCAL AGENCY REVENUE 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, as amended and restated in full as of May 1, 1995, by and between the Authority and Union Bank 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; WHEREA S, in order to provide for the financing of additional public capital improvements of benefit to the City the Authority now proposes to enter into a fifth supplemental indenture, entitled "Fifth Supplemental Indenture of Trust" (the "Fifth Supplemental Indenture"), dated as of January 1, 1996, to provide for the issuance of its 1996 Local Agency Revenue Bonds, Series E (the "Series E Bonds" or sometimes 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 Fifth Supplemental Indenture, the Purchase Agreement and the Official Statement and approves all of said documents and the transactions described therein as being 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 significant public benefits to the City, within the contemplation of Section 6586 of the Act. Section 2. Issuance of Series E Bonds; Approval of Fifth Supplemental Indenture. The Board hereby authorizes the issuance of the Series E Bonds under the authority of the Act and the Master Indenture and the Fifth Supplemental Indenture, 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 E Bonds. The total principal amount of the Series E Bonds shall not exceed the amount of $1,750,000. The Chairman is hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and directed to attest, 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 Au~hority 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 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 E Bonds 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 average annual stated interest rate to be borne by the Series E Bonds shall not exceed eight percent (8.00%) 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, 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, and the purchase of the City's obligations with the proceeds of the Bonds, as described herein. The Treasurer of the Authority is hereby authorized to act in the place of the Chairman of the Authority if the Chairman is unavailable to act with respect to any matter as to which the Chairman is herein authorized or directed to act. Section 7. Effective Date. This Resolution shall take effect from and after its passage and adoption. -2- PASSED AND ADOPTED this 12th day of December, 1995. AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: ABST AIN: BOARDMEMBERS: BOARDMEMBERS: . [S E A L] APPROVED AS TO FORM AND LEGALITY: - ,J) KELLEY, METZE, PAPE, BRINLEY ALONGI NONE NONE ~ -3- 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 Redevelopment Agency of the City of Lake Elsinore at a regular meeting of said Agency on 12th day of December, 1995, and that it was so adopted by the following vote: AYES: BOARDMEMBERS: KELLEY, METZE, PAPE, BRINLEY, NOES: BOARDMEMBERS: ALONGI ABSENT: BOARDMEMBERS: NONE AB.~.~Al~: B~~HEMBERS: () \ :f)(- - ~J 6!.Jt~~ VI ~K:::_. KAS~tJ-; CIT CLERK CIT'i- &1" - Lp..KE ELSINORE NONE (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 95-4 of said Council, and that the same has not been amended or repealed. (:?~~L )