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HomeMy WebLinkAboutPFA Reso No 1996 2205]-]9 ]HHW:ACH:dam 2/6/96 RESOLUTION NO. PFA 96---1- A RESOLUTION OF LAKE ELSINORE PUBLIC FINANONG AUlHORITY AUTHORIZING AN INCREASE IN THE PRINCIPAL AMOUNT OF 1996 LOCAL AGENCY REVENUE BONDS, SERIES E, APPROVING REVISED OFFICIAL STATEMENT, CONFIRMING APPOINTMENT OF FINANCIAL ADVISOR AND DISCLOSURE COUNSEL 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 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 to be issued in series from time to time pursuant to supplemental indentures; WHEREA S, in order to provide for the finapcing of additional public capital improvements of benefit to the City, the Authority by Resolution No. PFA 95-4 authorized the execution and delivery of a Fifth Supplemental Indenture of Trust (the "Fifth Supplemental Indenture"), dated as of January 1, 1996, to provide for the issuance of not to exceed $1,750,000 principal amount of its 1996 Local Agency Revenue Bonds, Series E (the "Bonds"); WHEREAS, the Authority is advised that it is necessary to increase the principal amount of the Bonds because the principal amount of the local obligations to be acquired with the proceeds of the Bonds has been increased by the City Council of the City; I WHEREAS, the Authority desires to confirm that the firm of Rod Cunn & Associates Inc., is the Authority's Financial Advisor with respect to the Bonds (the "Financial Advisor") and that the law firm of Burke Williams Sorensen & Gaar is the Disclosure Counsel with respect to the Bonds (the "Disclosure Counsel"); WHEREAS, the Authority also desires to confirm the responsibilities of Disclosure Counsel and the Authority's Co-Bond Counsel with respect to disclosure obligations of the Authority; and WHEREAS, The Official Statement describing the Bonds approved by said Resolution No. PFA 95-4 has been substantially modifieJ and supplemented by the Authority's Disclosure Counsel, with the assistance of the Financial Advisor, and the Authority is advised that it is appropriate to reapprove the Official Statement as so modified and supplemented (the "Revised Official Statement"); WHEREAS, the Board of Directors of the Authority, with the aid of its staff, has reviewed the form of the Revised Official Statement; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: Section 1. Issuance of Bonds in Increased Principal Amount. The Board hereby authorizes the issuance of the Bonds under the authority of the Act, the Master Indenture and the Fifth Supplemental Indenture in an increased principal amount which shall not exceed a final total principal amount of $1,850,000. Section 2. Financial Advisor and Disclosure Counsel. The Board of Directors of the Authority hereby confirms the engagement of the Financial Advisor for the compensation set forth in the Financial Advisor's letter to John Harper, Esquire, the Lake Elsinore City Attorney, dated February 28, 1995, and the engagement of the Disclosure Counsel for its customary compensation for disclosure services for the Authority. Section 3. Revised Official Statement. The Authority approves distribution of the Revised 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 Revised 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 Revised Official Statement pursuant to the Rule. Section 4. Compliance with Disclosure Obligations. Disclosure Counsel shall provide legal advice with respect to compliance with applicable federal security laws in connection with the issuance of obligations of the Authority which are to be sold in the public municipal bond market and with respect to obligations of the City and the Agency issued in conjunction with any such issue by the Authority, the duties of Disclosure Counsel to include, but not be limited to, compliance with the requirements of Rule 10(b)5 and Rule 15(c)2-12, including compliance with the requirements for continuing disclosure. The responsibility of the Authority's Co-Bond Counsel shall be limited to those aspects of the federal securities laws specifically referenced in legal opinions rendered by Co-Bond Counsel. Section 5. Confirmation of Resolution No. PFA 95-4. Except otherwise as provided herein to the contrary, the Board of Directors hereby ratifies and confirms all of the actions taken by the Board of Directors in said Resolution No. PFA 95-4 with respect to the issuance, sale and delivery of the Bonds. Section 6. Effective Date. This Resolution shall take effect from and after its passage and adoption. ... ... ... ... ... ... -2- PASSED AND ADOPTED this 13th day of February, 1996. AYES: AUTHORITY MEMBERS: KELLEY, METZE, PAPE, BRINLEY NOES: AUTHORITY MEMBERS: ALONGI ABSENT: AUTHORITY MEMBERS: ABSTAIN: AUTHORITY MEMBERS: [S E A L] ATTEST: APPROVED AS TO FORM AND LEGALITY: -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 Public Finance Authority of the city of Lake Elsinore at a regular meeting of said Authority on 13th day of February, 1996, and that it was so adopted by the following vote: AYES: COUNCILMEMBERS: KELLEY, METZE, PAPE, BRINLEY NOES: COUNCILMEMBERS: ALONGI ABSENT: COUNCILMEMBERS: NONE ABSTAIN: COUNCILMEMBERS: NONE ~~~TY 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 96-1 of said Council, and that the same has not been amended or repealed. ~~ eb uary 20, 1996 VICKI KASAD, CITY OF LAKE (SEAL) RESOLUTION NO. PFA 96- 2A - A RESOLUTION OF THE PUBLIC FINANCE AUTYORITY OF THE CITY OF LAKE ELSINORE DESIGNA TING A TREASURER AND RESCINDS RESOLUTION PFA 91-1 WHEREAS, it is necessary that City staff on behalf of the Public Finance Authority execute certain documents related to ongoing and future bond issues; and WHEREAS, the fonnation documents related to said Public Finance Authority merely call out that said duties be perfonned by City staff; and WHEREAS, the Public Finance Athority desires to designate an individual to perfonn Treasurer duties for said Authority, specifically related to ongoing and future bond issues. NOW, THEREFORE, BE IT RESOLVED AS FOLWWS: 1. That the foregoing recitals are true and correct. 2. The Director of Administrative Services of the City is hereby designated as Treasurer for the Public Finance Authority for the purpose of executing documents related to ongoing and future bond issues. PASSED, APPROVED AND ADOPTED this 12th day of March, 1996, upon the following vote: AYES: BOARDMEMBERS: ALONGI, KELLEY, PAPE, METZE NOES: BOARDMEMBERS NONE ABSENT: BOARDMEMBERS BRINLEY ABSTENTION: BOARDMEMBERS NONE Daniel Metze, Vice Chairman Lake Elsinore Public Finance Authority ATTEST: Vicki Kasad, Clerk of the Board APPROVED AS TO FORM AND LEGALITY: John R. Harper, Legal Counsel RESOLUTION NO. PFA 96- .1...B A RESOLUTION OF LAKE ELSINORE PUBLIC FINANONG AUTHORITY AUTHORIZING THE ISSUANCE OF 1997 LOCAL AGENCY REVENUE BONDS, . SERIES F, APPROVING SIXTH SUPPLEMENTAL INDENTURE OF TRUST, AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE PURCHASE OF LOCAL OBLIGATIONS OF THE OTY OF LAKE ELSINORE, AUTHORIZING IN REM VALIDATION PROCEEDINGS AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO 1997 LOCAL AGENCY REVENUE BONDS, SERIES F 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, among other things, of issuing its bonds to be used to provide financing and refinancing 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, as trustee, 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 provide for the refinancing of certain public capital improvements of benefit to the City the Authority now proposes to enter into a sixth supplemental indenture, entitled "Sixth Supplemental Indenture of Trust" (the "Sixth Supplemental Indenture"), dated as of December 1, 1996, to provide for the issuance of its 1997 Local Agency Revenue Bonds, Series F (the "Series F 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, the Authority intends to use a portion of the proceeds of the Bonds to purchase City of Lake Elsinore Community Facilities District No. 88-3 (West Lake Elsinore) 1997 Special Tax Refunding Bonds (the "Local Obligations") pursuant to a Commitment Agreement and Purchase Contract (the "Commitment Agreement and Purchase Contract") to be entered into between the Authority and the City in customary form pursuant to the Master Indenture and the Authority's Program Rules and Regulations, adopted pursuant to Resolution No. 89-4; WHEREAS, the proceeds of the Local Obligations will be used by the City to redeem and pay in full its outstanding City of Lake Elsinore Community Facilities District No. 88-3 (West Lake Elsinore) 1991 Special Tax Bonds, its outstanding City of Lake Elsinore Community Facilities District No. 88-3 (West Lake Elsinore) 1992 Special Tax Bonds and its outstanding City of Lake Elsinore Community Facilities District No. 88-3 1995 Special Tax Bonds (together, the "Prior Local Obligations"); WHEREAS, the Prior Local Obligations were purchased by the Authority with a portion of the proceeds of its 1990 Local Agency Revenue Bonds, Series A and its 1990 Local Agency Revenue Bonds, Series D (together, the "Prior Bonds") and the proceeds of the redemption of the Prior Local Obligations shall be used to purchase or redeem outstanding Prior Bonds, as shall be recommended by the Financial Advisor; , WHEREAS, co-bond counsel to the Authority have advised the Authority that it is appropriate to bring an action in the Superior Court to confirm, among other things, the effect, if any, of newly adopted Article XllIC of the California Constitution on the security for the Local Obligations 'and, hence, the Bonds; WHEREAS, the Authority desires that Rod Cunn Associates, Inc., the Authority's Financial Advisor (the "Financial Advisor") prepare an Official Statement describing the Bonds (the "Official Statement"); WHEREAS, the Authority desires that O'Connor & Company Securities act as underwriter of the Bonds (the "Underwriter") and, in implementation thereof, submit to the Authority a form of an offer to purchase the Bonds (the "Purchase Agreement"); and WHEREAS, the Board of Directors of the Authority, with the aid of its staff, has reviewed the form of the Sixth Supplemental Indenture and approves such document 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 F Bonds: Approval of Sixth Supplemental Indenture. The Board hereby authorizes the issuance of the Series F Bonds under the authority of the Act and the Master Indenture and the Sixth 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 addition shall include, without limitation, the final annual interest rates and total principal amount and final annual maturity amounts of the Series F Bonds, as shall be further provided in the Purchase Agreement. The total principal amount of the Series F Bonds shall not exceed the amount of $30,000,000. The Chairman is hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and directed to attest, the Sixth 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 a Purchase Agreement by and between the Authority and the Underwriter, in the form to be prepared and submitted by the Underwriter and to be approved by the Authority prior to the sale and delivery of the Bonds. Section 4. Official Statement. The Authority hereby directs the Financial Advisor to cause the preparation of the Official Statement to be submitted to and approved by the Authority prior to the sale and delivery of the Bonds. Section 5. Purchase of Local Obligations of the City. The Board hereby approves the purchase of the Local Obligations of the City pursuant to the Commitment Agreement and Purchase Contract in customary form, together with any changes therein or additions thereto approved by the Executive Director, who shall execute and deliver the Commitment Agreement -2- 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. Action for Validation. Jones Hall Hill & White, A Professional Law Corporation, and 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 confirming the effect, if any, of Section XIIlC of the California Constitution on the security for the Local Obligations and the 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 860 et seq. of the Code of Civil Procedure of the State of California. Section 7. Official Action. The Chairman, the Vice-Chairman, the Executive Director, the Assistant Executive Director, 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, requisition, including, without limitation, requisitions for the payment of costs of issuance of the Bonds, agreements, including, without limitation, agreement (in customary form) for the investment of the proceeds and revenues of the bonds, notices, consent, instruments of conveyance, warrants and other documents, which they, or any of delivery of the Bonds to the Underwriter and the purchase of the Local Obligations with the proceeds of the Bonds, and the use of the proceeds of the refunding of the Prior Local Obligations to redeem or purchase outstanding Prior Bonds, all in the manner and on the terms as shall be directed by the Financial Advisor. The Executive Director of the Authority, the Assistant Executive Director of the Authority and the Treasurer of the Authority are hereby authorized to act individually 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. The City Manager is designated the Executive Director of the Authority for all purposes, the Assistant City Manager is the Assistant Executive Director of the Authority for all purposes of the Authority and the Director of Administrative Services is the Treasurer of the Authority for all purposes of the Authority. -3- Section 8. Effective Date. This Resolution shall take effect from and after its passage and adoption. ****** PASSED AND ADOPTED this 10th day of December, 1996. AYES: NOES: ABSENT: ABSTAIN: BOARDMEMBERS: ALONGI, BRINLEY, KELLEY, METZE, PAPE BOARDMEMBERS: NONE BOARDMEMBERS: NONE BOARDMEMBERS: [S E A L] - r APPROVED AS TO FORM AND LEGALITY: 0D~e -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 10th day of December, 1996, and that it was so adopted by the following vote: AYES: BOARDMEMBERS: ALONGI, KELLEY, METZE, P APE, BRINLEY NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE ABSTAIN: BOARDMEMBERS: NONE ~~ - VICKI KASAD, 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. PF A 96-2 . of said Council, and that the same has not been amended or repealed. r: ~~:~Y996 VI~AD. CITY CLERK CITY OF LAKE ELSINORE (SEAL)