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HomeMy WebLinkAboutPFA Reso No 1997 RESOLUTION NO. PFA 97--2- RESOLUTION oinrn LAKE ELSINORE PUBLIC FINANCING AUTHORITY PROVIDING FINAL APPROVAL OF THE ISSUANCE OF LOCAL AGENCY REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $30,000,000 PURSUANT TO AN INDENTURE OF TRUST AND TWO SUPPLEMENTAL INDENTURES OF TRUST, AUTHORIZING THE SALE OF SUCH BONDS UPON CERTAIN TERMS AND CONDmONS,APPROVING OFFICIAL STATEMENTS, APPROVING THE EXECUTION OF AN AGREEMENT FOR THE PURCHASE OF LOCAL OBLIGATIONS OF THE CITY OF LAKE ELSINORE AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO 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 (the "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 public capital improvements of benefit to the City, the Authority, pursuant to Resolution No. PFA 96-2, adopted December 10, 1996, authorized the entering into of 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") in an aggregate principal amount of not to exceed $30,000,000 and authorized and directed the filing of an action in the Superior Court in and for the County of Riverside with respect to the Series F Bonds; p WHEREAS, the Supe:rior Court entered its Judgment on February 19, 1997, in Action No. 290318, determining, among other things, that the Series F Bonds (with such additions or modifications as shall be appropriate to effectuate the sale and delivery of such Bonds), when issued, sold and delivered, will be valid, legal and binding obligations of the Authority; WHEREAS, for the reasons stated below, the Authority has determined to modify the proceedings as submitted to the Superior Court by issuing the Series F Bonds in two parts, one part being the Series F Bonds in an aggregate amount not to exceed $15,000,000, and the second part being the 1997 Local Agency Subordinated Revenue Bonds, Series G (the "Series G Bonds") in a final aggregate principal amount which, when added to the final principal amount of the Series F Bonds, shall not exceed $30,000,000; WHEREAS, the Series G Bonds shall be issued pursuant to the Master Indenture and a / Seventh Supplemental Indenture entitled "Seventh Supplemental Indenture of Trust" (the "Seventh Supplemental Indenture), dated as of December 1, 1996, by and between the Authority and the Trustee; .' \ WHEREAS, the Authority now desires to provide for the sale of the Series F Bonds and the Series G Bonds; WHEREAS, the Authority in said Resolution No. 96-2 determined that the Bonds be sold to O'Connor and Company Securities, as underwriter (the "Underwriter"), pursuant to a purchase contract (the "Purchase Contract") in form to be submitted by the Underwriter, and the Underwriter has prepared and submitted the Purchase Contract; WHEREAS, also in said Resolution No. 96-2, the Authority djrected Rod Gunn Associates, Inc., as financial advisor to the Authority and the City (the "Fmancial Advisor") to prepare an Official Statement describing the Bonds for distribution by the Underwriter and the Financial Advisor has prepared and submitted a preliminary form of Official Statement describing the Series F Bonds (the Series F Bonds Official Statement") and a preliminary form of Official Statement describing the Series G Bonds (the "Series G Bonds Official Statement"); WHEREAS, also in Resolution No. PFA 96-2, the Authority approved the purchase with the proceeds of the Bonds of the not to exceed $30,000,000 principal amount of 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 in customary form (the "Commitment Agreement"); and WHEREAS, the Authority desires to give its final approval to the issuance of the Series F Bonds and the Series G Bonds in an aggregate principal amount of not to exceed $30,000,000, being the aggregate principal amount authorized by Resolution No. PFA 96-2 and being the aggregate principal amount approved by the Superior Court in its Judgment entered in Action No. 290318, and to provide for the other matters set forth below; to NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: Section 1. Issuance of Series F Bonds: Approval of Sixth Supplement Indenture. The Board hereby gives its final approval to the issuance of the Series F Bonds in the aggregate principal amount of not to exceed $15,000,000, pursuant to the Sixth Supplemental Indenture in substantially the forin on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Executive Director, and approved by the Authority's co-bond counsel. 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 2. Issuance of the Series G Bonds: Approval of Seventh Supplemental Indenture. The Board hereby authorizes the issuance of the Series G Bonds under the authority of the Master Indenture, in a final aggregate principal amount which, when added to the final principal amount of the Series F Bonds, shall not exceed $30,000,000, pursuant to the Seventh Supplemental Indenture in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Executive Director, and approved by the Authority's co-bond counsel. The Chairman is hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and directed to attest, the Second Supplemental Indenture for and in the name of the Authority. Section 3. Series G Bonds Deemed Part of Series F Bonds. For all purposes of the Judgment of the Riverside Superior Court entered February 19, 1997, in Action No. 290318, the Series G Bonds shall be deemed to be a part of the Series F Bonds in that (i) the aggregate -2- , , principal amount ~f the Series F Bonds and the Series G Bonds does not exceed the aggregate am~unt of the Senes F ~onds as .represented by the Authority in its Complaint filed in said ActiOn No. 290318 and (11) the SerIes F Bonds and the Series G Bonds have been separated into two parts solely as a modification of the proceedings submitted in said Action No. 290318, in order to permit the subordination of a portion of such Bonds, all as such modification is permitted by the terms of said Judgment. . Section 4. Sale of ~onds, Approval of P':1rchase Contract. The Authority hereby authorIZes the sale of the SerIes F Bonds and the SerIes G Bonds to the Underwriter pursuant to and in accordance with the Purchase Contract, in substantially the forin on file with the Authority Secretary, together with any additions thereto or changes therein approved by the Executive Director, and approved by the Authority's co-bond counsel, and hereby delegates to both the Executive Director and to the Assistant Executive Director, the authority to accept an offer from the Underwriter to purchase the Series F Bonds and the Series G Bonds from the Authority and to execute the Purchase Contract for and in the name and on behalf of the Authority, provided, however, that the average annual interest rate payable with respect to the Series F Bonds shall not exceed seven and three-quarters percent (7.75%) per annum and the purchase price to be paid by the Underwriter for the purchase of the Series F Bonds shall be not less than ninety-seven and one-half percent (97.50%) of the par amount thereof, exclusive of original issue discount, and the average annual interest rate payable with respect to the Series G Bonds shall not exceed eight and one-half percent (8.50%) per annum and the purchase price to be paid by the Underwriter for the purchase of the Series G Bonds shall be not less than ninety- seven percent (97%) of the par amount thereof, exclusive of original issue discount. Section 5. Official Statements. The Board hereby approves the matters contained in the preliminary forms of Official Statement and the Series G Bonds Official Statement (together, the "Official Statements") describing the Authority and, respectively, ,the Series F Bonds and the Series G bonds, in substantially the forms submitted by the Underwriter and on file with the Authority Secretary, with stich changes and modifications as shall be necessary or appropriate for completion to the satisfaction of the Executive Director of the Authority, and approval by Fulbright & Jaworski LLP, the Authority's Disclosure Counsel. The Executive Director is authorized and directed, on behalf of the Authority to deem the preliminary Official Statements "final" pursuant to Rule 14c2-12 under the Security and Exchange Act of 1934. The Board further approves distribution of the preliminary Official Statements by the Underwriter to persons who may be interested in purchasing the Series F Bonds and the Series G Bonds. The Board hereby approves the final Official Statements describing the Series F Bonds and the Series G bonds respectively. Distribution of the final Official Statements by the Underwriter is hereby approved. The Executive Director, subject to approval by the Authority's Disclosure Counsel, is hereby authorized and directed to approve any changes in or additions to the final form of the Official Statements to conform to the requirements of the Purchase Contract, the Master Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, as applicable. Section 6. Purchase of Local Obligations of the City. The Board hereby confirms its approval in Resolution No. PFA 96-2 of the purchase of the Local Obligations of the City pursuant to the Commitment Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Executive Director or the Assistant Executive Director, and approved by the Authority's co-bond counsel and the Executive Director or the Assistant Executive Director shall execute and deliver the Commitment Agreement in the name and on behalf of the Authority. In the event the City determines to issue the Local Obligations in two or more parts, the Commitment Agreement shall implement the purchase of the Local Obligations in parts and each of such parts shall be pledged to the payment of the Bonds, to the extent and in the manner, and each of such parts -3- " .- shall thereafter be subject to such modifications and revisions, as shall be advised by the Financial Advisor, provided that the foregoing authorizations shall not be implemented so as to adversely impact the security of the Series F Bonds or the Series G Bonds. Section 7. Series H Bonds, Eighth Supplemental Indenture. In the event that the Local Obligations are issued in parts and if the Financial Advisor shall so advise, the Board hereby authorizes the execution and delivery of an Eighth Supplemental Indenture of Trust (the "Eighth Supplemental Indenture") providing for the issuance of 1997 Local Agency Revenue Bonds, Series H (the "Series H Bonds"), provided that the Series H Bonds and the Eighth Supplemental Indenture shall be substantially in the form and shall be executed as provided herein for the Series G Bonds and the Seventh Supplemental Indenture and shall otherwise,.be for the purposes as the Financial Advisor shall advise with respect to the Local Obligations and any part thereof. Section 8. 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 Series F Bonds and the Series G 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 provided in Resolution No. PFA 96-2. 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 Cffly 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. Section 9. Effective Date. This Resolution shall take effect from and after its passage and adoption. * * * * * * ;.1'" '- -4- , '- PASSED AND ADOPTED this27th day of May, 1997. AYES: NOES: AUTHORITY MEMBERS: AUTHORITY MEMBERS: ABSENT: ABSTAIN: AUTHORITY MEMBERS: AUTHORITY MEMBERS: [S E A L] ATTEST: (/ " Secretary 0 he Lake Elsinore Public Financing Authority APPROVED AS TO FORM AND LEGALITY: . J&n /" ALONGI, BRINLEY, KELLEY, PAPE NONE t~ -5- "' 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 27th day of May, 1997, and that it was so adopted by the following vote: AYES: BOARDMEMBERS: ALONGI, KELLEY, P APE, BRINLEY NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: METZE ABSTAIN: BOARDMEMBERS: NONE _~LJ - VICKI ~,S~, CfTY CLERK --1:i:TY OF LAKE ELSINORE ~~-s~t..!..) _' _ _ _ _ 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 97-1 of said Council, and that the same has not been amended or repealed. DAlE!): May 29, 1997 - _~k~ 'iICKIXl .SAr..;.-,. CITY CLERK CITY OF tA~i(E _ELSINORE (SE1~)- - - ~ RESOLUTION NO. PFA 97- 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY AUmORIZING A BOND TENDER PROGRAM TO HOLDERS OF THE LAKE ELSINORE PUBLIC FINANCING AUmORITY 1990 LOCAL AGENCY REVENUE BONDS, SERIES A AND APPROVING THE FORM OF THE NOTICE OF BOND TENDER PROGRAM. - WHEREAS, the City '.>fLake 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 providing financing to purchase certain local obligations of the City, the Agency and certain other municipal agencies and special districts located within the City; and WHEREAS, th~ l~~th01ity has previously issued its 1990 Local Agency Revenue Bonds, Series A (the "Bonds") in order to finance the purchase of and, in turn, secured by the following local obligations: (I) Assessment District 86-1 (Northwest Sewer) Improvement Bonds (ii) Assessment District 90-1A (Summerhill Public Improvements) 1991 Improvement Bonds; (iii) Community Facilities District 91-2 (Summerhill) Special Tax Bonds; (iv) Community Facilities District 88-3 (West Lake Elsinore) 1991 Special Tax Bonds; (v) Community Facilities District 88- 3 (West Lake Elsinore) 1992 Special Tax Bonds; and (vi) Community Facilities District 90-3 (North Lake Elsinore) 1993 Special Tax Bonds (collectively, the "Local Obligations"); WHEREAS, due to the insufficiency of special tax revenues securing certain Local Obligations which in turn secure the Bonds, the Authority on April 1, 1997, defaulted on its obligations under the Bonds; WHEREAS, upon such default, the Authority instructed staff and outside consultants to develop a restructuring proposal for submission to the holders of the Bonds within sixty days of the default; WHEREAS, a restructuring proposal has been developed by the Authority's staff and outside consultants which includes a program for the optional tender of Bonds by the Bondholders (the "Bond Tender Program") as further detailed in and pursuant to a Notice of Bond Tender Program attached hereto as Exhibit A (the "Notice of Bond Tender Program"), and the issuance of an amount of refunding bonds that can be supported by Community Facilities District 88-3 (West Lake Elsinore) 1997 Special Tax Bonds, Series A; WHEREAS, the restructuring would be initiated by Notice of the Bond Tender Program sent to the holders of the Bonds, soliciting optional tenders of the Bonds from such holders, subject to successful completion of the restructuring and issuance of new bonds by the Authority and by Community Facilities District 88-3 (West Lake Elsinore); and, WHEREAS, the Board of Directors is desirous at this time to proceed with the proposed restructuring by authorizing and approving the Bond Tender Program and the form of the Notice of Bond Tender Program. NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: Section 1. The Authority hereby approves the restructuring proposal developed by the Authority's staffand outside consultants which includes the purchase of Bonds tendered pursuant to the Bond Tender Program at such prices sufficient to enable the successful completion of the restructuring proposal. Section 2. The Authority hereby approves the Bond Tender Program which the Authority's staffand outside consultants and the terms and conditions of the Bond Tender PAGE TWO - RESOLUTION NO. PFA 97-2 Program outlined in the Notice of Bond Tender Program and approves such Bond Tender Program and Notice of Bond Tender Program substantially in the form annexed hereto, marked "Exhibit A, " with such revisions, amendments and completions as shall be approved by the Executive Director or his designee with the advice of counsel to the Authority. Section 3. The Authority hereby authorizes the Executive Director or his designee to direct and cause the Trustee of the Bonds to send the Notice of Bond Tender Program to all record holders of the Bonds or to otherwise direct and cause the Notice of Bond Tender Program to be distributed to all record holders of the Bonds. Section 4. The Executive Director of the Authority and each officer of the Authority is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the Bond Tender Program and related transactions contemplated by this Resolution. Section 5. The Secretary shall certify to the adoption of this Resolution which shall be in full force and effect immediately upon its adoption. Notwithstanding the foregoing, such certification and any of the other duties and responsibilities assigned to the Secretary pursuant to this Resolution may be performed by an Assistant Secretary with the same force and effect as if performed by the Secretary hereunder. PASSED, APPROVED AND ADOPTED this 27th day of May, 1997, upon the following vote: AYES: AUTHORITY MEMBERS: ALONGI, BRINLEY, KELLEY, P APE NOES: AUTHORITY MEMBERS: NONE ABSENT: AUTHORITY MEMBERS: METZE ABSTAIN: AUTHORITY MEMBERS: NONE ATTEST: \..r.. ~\. --- i~'1 / tdiIA#' ) ~. /^' ,/fta~ ' '~// LAB , //~ C F1NANCIN AUTHO ! Y RON }..-!OLEND SECRETARY PUBLIC FINANCING AUTHORITY APPROVED AS TO FORM & LEGALITY: ~1t2 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 27th day of May, 1997, and that it was so adopted by the following vote: AYES: BOARDMEMBERS: ALONGI, KELLEY, P APE, BRINLEY NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: METZE ABSTAIN: BOARDMEMBERS: NONE 2f~ 0" ~~ ~ ~k VICKI !{ASAD>> CITY CLERK ;;:.t~Y OF L...\..ltE aSINORE (sEr\L) 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 97-2 of said Council, and that the same has not been amended or repealed. - DATEl): June 26, 1997 .(2)) ~C\~ .1. / ~ , vL<:..Y0~. ~cuvcA "/ICIC AASm-, CITY CLERK GTY OF L.~ELSINORE - - (SEAL) RESOLUTION NO. PFA 97---L A RESOLUTION OF LAKE ELSINORE PUBLIC FINANCING AUTHORITY APPROVING AND RATIFYING THE ISSUANCE OF 1997 LOCAL AGENCY REVENUE BONDS, SERIES F; APPROVING AND RATIFYING THE EXECUTED SIXTH SUPPLEMENTAL INDENTURE OF TRUST, PURCHASE CONTRACT, OFFICIAL STATEMENT, LOCAL OBLIGATIONS PURCHASE CONTRACT AND CONTINUING DISCLOSURE CERTIFICATE 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, issued 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 of California, N.A., 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 entered into a sixth supplemental indenture of trust, entitled "Sixth Supplemental Indenture of Trust" (the "Sixth Supplemental Indenture"), dated as of December 1, 1996, providing for the issuance of its 1997 Local Agency Revenue Bonds, Series F (the "Series F Bonds"); WHEREAS, the Bonds were 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 used 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, Series F (the "Local Obligations") pursuant to a Commitment Agreement and Purchase Contract (the "Local Obligations Purchase Contract") entered into between the Authority and the City; WHEREAS, the proceeds of the Local Obligations were 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 (West Lake Elsinore) 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 were used to purchase or redeem outstanding Prior Bonds, as recommended by the Financial Advisor; WHEREAS, Rod Gunn Associates, Inc., the Authority's Financial Advisor (the "Financial Advisor") prepared an Official Statement describing the Bonds (the "Official Statement") and a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), and the Authority has executed such Official Statement and Continuing Disclosure Certificate; WHEREAS, the Authority has entered into a purchase contract for the Series F Bonds with O'Connor & Company Securities acting as underwriter of the Bonds (the "Underwriter") (the "Purchase Contract"); and WHEREAS, the Board of Directors of the Authority, with the aid of its staff, has reviewed PAGE 2 - RESOLUTION NO. PFA 97-~ the executed copies of the Sixth Supplemental Indenture, the Purchase Agreement, the Continuing Disclosure Agreement, th, Local Obligations Purchase Contract and the Official Statement and approves and ratifies such 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. Findin&s and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Series F 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: Ratification of Sixth Supplemental Indenture. The Board hereby approves and ratifies the issuance of the Series F Bonds under the authority of the Act and approves and ratifies the Master Indenture and the Sixth Supplemental Indenture, as executed and on file with the Secretary. Section 3. Purchase Contract. The Board hereby approves and ratifies the Purchase Contract by and between the Authority and the Underwriter, as executed and on file with the Secretary. Section 4. Official Statement. The Authority hereby approves and ratifies the Official Statement, as executed and on file with the Secretary. Section 5. Local Obli&ations Purchase Contract. The Board hereby approves and ratifies the Local Obligations Purchase Contract, as executed and on file with the Secretary. Section 6. Continuin& Disclosure Certificate. The Board hereby approves and ratifies the Continuing Disclosure Certificate, as executed and on file with the Secretary. .. Section 7. Ratification Action. The Authority hereby ratifies and approves any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consent, instruments of conveyance, warrants and other documents, which were delivered by the Authority in connection with the Series F Bonds. Section 8. Effective Date. This Resolution shall take effect from and after its passage and adoption. PASSED, APPROVED AND ADOPTED this 12th day of August, 1997, by the following vote: " AYES: NOES: ABSENT: ABSTAIN: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: BRINLEY, KELLEY, METZE, PAPE ALONGI NOt;K / N0NE I 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 12th day of August, 1997, and that it was so adopted by the following vote: AYES: BOARDMEMBERS: KELLEY, METZE, PAPE,BRINLEY NOES: BOARDMEMBERS: ALONGI ABSENT: BOARDMEMBERS: NONE ABSTAIN: BOARDMEMBERS: 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 97-3 of said Council, and that the same has not been amended or repealed. September 29, 1997 (SEAL)