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HomeMy WebLinkAboutPFA Reso No 1999 \ -"' , / .!' . , , , \ po RESOLUTION NO. PFA 99--L RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANCING AUmORIn' AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REVENUE BONDS OF SAID AUTHORIn', THE APPROVAL OF A PURCHASE CONTRACT FOR THE PURCHASE THEREOF AND THE TAKING OF CERTAIN OTHER ACTIONS IN CONNECI10NWITB SUCH BONDS WHEREAS, the Lake Elsinore Public Financing Authority (the" Authority"), is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, division 7, Title 1 of the California Government Code) (the" Act") and the powers of such authority include the power to issue bonds for any of its corporate purposes; and WHEREAS, a redevelopment plan for a redevelopment project known and designated as the "Rancho Laguna Redevelopment Project Area No. I" has heretofore been adopted and approved and all requirements oflaw for, and precedent to, the adoption and approval of said plan have been duly complied with; and WHEREAS, a redevelopment plan for a redevelopment project known and designated as the "Rancho Laguna Redevelopment Project Area No. II" has heretofore been adopted and approved and all requirements to law for, and precedent to, the adoption and approval of said plan have been duly complied with; and WHEREAS, the Authority has previously issued its $18,000,000 original principal amount of 1992 Series A Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) and $4,225,000 original principal amount of 1992 Series B Taxable Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) (the "Prior Project Area No. I Bonds"), which are currently outstanding in the amounts of$16,565,000 and $4,225,000, respectively; and WHEREAS, the Authority has previously issued its $24,000,000 original principal amount of 1992 Series C Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) (the "Prior Project Area No. II Bonds," and together with the Prior Project Area No. I Bonds, the "Prior Bonds"), which are currently outstanding in the amount ofSI6,590,000; and WHEREAS, the Authority loaned the proceeds of the Prior Project Area No. I Bonds to the Redevelopment Agency of the City of Lake Elsinore (the "Agency") under and pursuant to a loan agreement, dated as ofJanuary I, 1992 (the "Prior Project Area No. I Loan Agreement"); and WHEREAS, the Authority loaned the proceeds of the Prior Project Area No. II Bonds to the Agency under and pursuant to a loan agreement, dated as of February 1, 1992 (the DK09720!'9880SSIS2S4S8.3 1 \ ... " / ,J . .-- , , -. " " .. "Prior Project Area No. n Loan Agreement," and together with the Prior Project Area No. I Loan Agreement, the "Prior Loan Agreements"); and WHEREAS, it has been proposed that the Authority assist the Agency in refunding the Prior Bonds by issuing its Tax Allocation Revenue Bonds, 1999 Series A (the" Series A Bonds") and Tax Allocation Revenue Bonds, 1999 Series B (Taxable) (the "Series B Bonds," and together with the Series A Bonds, the "Bonds"), and loaning the proceeds of the Bonds to the Agency for the purpose of refunding the Prior Bonds by prepaying under the Prior Loan Agreements; and WHEREAS, the Authority finds and determines that it is within the authority of the Authority and is a public purpose that the Authority approve the delivery and sale of the Bonds for said purpos~s and that there are significant public benefits arising from the taking of such action, including, but not limited to, demonstrable savings in effective interest rate, bond preparation, bond underwriting and financing costs associated with the issuance of the Bonds, as contemplated by Section 6586 of the Act; and WHEREAS, the City has approved the issuance of the Bonds and the execution by the Agency of the Loan Agreements; and WHEREAS, the Bonds will be designated the Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds, 1999 Series A and Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds, 1999 Series B (Taxable); and WHEREAS, the Redevelopment Agency of the City of Lake Elsinore has approved the use of the Bonds to fund the Loans to refund the Prior Bonds and to prepay the Prior Loan Agreements: and WHEREAS, the prepayment under the Prior Loan Agreements will result in the refunding of the Prior Bonds; WHEREAS, there has been presented to this meeting a form of Purchase Contract (the "Purchase Contract"), by and among the Authority the Agency and O'Connor & Company Securities (the "Underwriter"), whereby the Underwriter has offered to purchase the Bonds from the Authority and a form of PreIiminary Official Statement relating to the Bonds; and WHEREAS, there has been presented to this meeting the forms of the Loan Agreements whereby the Authority has agreed to loan the proceeds of the Bonds to the Agency and forms of the Indentures whereby the Trustee has agreed to hold certain of the proceeds of the Bonds and other moneys deposited in trust for the benefit of the Authority and the owners of the Bonds; NOW, THEREFORE, THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY DOES RESOL VB AS FOLLOWS: DK0972019880~~/~2~4~8.3 2 \ ./ // .. . .-- , ~ -. , i .. Section 1. Pursuant to the Act, the Authority hereby approves: (i) the issuance of the Series A Bonds in accordance with the terms and conditions of the Series A Indenture; and (ii) the issuance of the Series B Bonds in accordance with the terms and conditions of the Series B Indenture. Section 2. The form of Purchase Contract presented at this meeting and the purchase and sale of the Bonds pursuant thereto upon the terms and conditions set forth therein is hereby approved and any Responsible Officer of the Authority is hereby authorized and directed to evidence the Authority's offer and acceptance made by the Purchase Contract by executing and delivering the Purchase Contract with such changes therein as the Executive Director or any other Responsible Officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof A ";Responsible Officer" shall include any Director of the Authority, the Chairperson, the Vice Chairperson, the Executive Director, Secretary, or any official of the Authority designated by the Chairperson, Vice Chairperson or Executive Director as a Responsible Officer. Section 3. Union Bank of California, N.A is hereby appointed as Trustee under the Indentures for the Authority and the owners of the Bonds, with the duties and powers of such Trustee as are set forth in the Indentures. Section 4. U. S. Bank Trust National Association is hereby appointed as Escrow Bank under the Escrow Deposit and Trust Agreements (the "Escrow Agreements") for the Authority and the owners of the Prior Bonds, with the duties and powers of such Escrow Bank as are set forth in the Escrow Agreements. Section 5. The Authority hereby approves the Indentures substantially in the forms annexed hereto, marked "Exhibit A" and "Exhibit B," and any Responsible Officer of the Authority is hereby authorized and directed to execute and deliver the Indentures with such changes therein as the Executive Director or any other Responsible Officer may approve with the advice ofbond counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof Section 6. The Authority hereby approves the Project Area No. I Loan Agreement, the Project Area No. II Parity Loan Agreement and the Project Area No. n Taxable Parity Loan Agreement, substantially in the forms annexed hereto, marked "Exhibit C," "Exhibit D" and "Exhibit E," respectively, and any Responsible Officer of the Authority is hereby authorized and directed to execute and deliver the Loan Agreements with such changes therein as the Executive Director or any other Responsible Officer may approve with the advice of bond counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof Section 7. The Authority hereby approves the Escrow Agreements relating to the Bonds. substantially in the form annexed hereto, marked "Exhibit F," "Exhibit G" and "Exhibit H," and any Responsible Officer of the Authority is hereby authorized and directed to execute and deliver the Escrow Agreements with such changes therein as the Executive Director or any other Responsible D"09~O 9IBO~~'2'4S1.3 3 \ -" /' .IT , ~ -- \ I _ _ Officer may approve with the advice of bond counsel to the Authority, such, approval to be conclusively evidenced by the execution and delivery thereof. Section 8. The Authority hereby approves the Preliminary Official Statement prepared in connection with the issuance of the Bonds, substantially in the form annexed hereto, marked as "Exhibit J," with such revisions, amendments and completions as shall be approved by any Responsible Officer with the advice of bond counsel to the Authority. The Authority approves the prior circulation of the Preliminary Official Statement by the Underwriter in connection with the marketing of the Bonds, and the distribution of such Preliminary Official Statement and Final Official Statement in connection with the sale of the Bonds is hereby authorized. The Executive Director or the designee of the Executive Director is also authorized to deem the Preliminary Official Statement fmal within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the "Rule"), omitting only such information as is permitted under the Rule and to execute an appropriate certificate stating the Authority's determination that the Preliminary Official Statement has been deemed final within the meaning of such the Rule. - Section 9. The Authority hereby delegates to the Agency, and hereby confirms and consents to the delegation by the Agency to the Executive Director of the Agency, the authority to establish the final principal amount of the Bonds, which amount shall not exceed $ 35,000,000 with respect to the Series A Bonds and $ 5,000,000 with respect to the Series B Bonds, the interest rates of the various maturities of the Bonds, provided that the weighted average of such rates shall not exceed8 ~% with respect to each series of Bonds, and the underwriter's discount, which shall not exceedl.ffi of the aggregate principal amount of the Bonds, on such terms and conditions, within the limitations set forth in this Section, as the Agency may determine. Section 10. The law firm of Fulbright & Jaworski L.L.P., Los Angeles, California, is hereby retained as Bond Counsel and Disclosure Counsel with respect to the Bonds, and the Executive Director of the Authority is hereby authorized on behalf of the Authority to enter into a contract for bond counsel services to be provided by said firm with respect to the Bonds. Section 11. The financing consultant firm of Rod Gunn & Associates is hereby retained as financing consultant to the Authority with respect to the Bonds, and the Executive Director of the Authority is hereby authorized on behalf of the Authority to enter into a contract for financing consultant services to be provided by said firm with respect to the Bonds. Section 12. 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 transactions contemplated by this Resolution. -, Sedion 13. The Secretary shall certifY to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect. Notwithstanding the foregoing, DK09720'9880S"'2S4S8.3 4 \ .:- ., f .Jt . .-- , , -. .. " such certification and any of the other duties and responsibilities assigned to the Secretary pursuant to this Resolution may be perfonned by an Assistant SecretarylDeputy Secretary with the same force and effect as ifperfonned by the Secretary hereunder. - DK09720/9880SSIS2S4S8.3 5 ,,- ) " . \ /; .; , , - PASSED AND ADOPTED. this ~ day of January Ayes: Noes: Abstain: Absent: ATTEST-: ?I;L 'L~ S~cretary 'of the Lake Elsinore Pliblic Fhl~ncing Authority ./ . 1999. COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: COUNCILMEMBERS: 0"'09720 "1110" "2~'8.3 ALONGI, KELLEY, PAPE, BRINLEY NONE NONE M Chairperson of the Public Financing 6 / 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 Agency on I th day of January, 1999, 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 iJEU VICKI KASAD, CITY CLERK CITY OZ~LAKE ELSINORE (SEALt 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 99-1 of said Agency, and that the same has not been amended or repealed. DATED: February 8, 1999 ( - 0\'fl.~ ~SAD, ~1TY CLERK CITY OF LAKE ELSINORE (SEAL) \ " - RESOLUTION NO. PFA 99- ~ RESOLUTION OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY APPROVING THE ISSUANCE OF LOCAL AGENCY REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,500,000 PURSUANT TO AN INDENTURE OF TRUST AND A SUPPLEMENTAL INDENTURE OF TRUST, AUTHORIZING THE SALE OF SUCH BONDS UPON CERTAIN TERMS AND CONDITIONS, APPROVING AN OFFICIAL STATEMENT, APPROVING THE EXECUTION OF AN AGREEMENT FOR THE PURCHASE OF LOCAL OBLIGATIONS OF THE CITY OF LAKE ELSINORE AND PROVIDING OTHER MATTERS PRO PERL Y 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; and 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 of California, N.A., as the successor 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; and 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 seventh supplemental indenture, entitled "Seventh Supplemental Indenture of Trust," dated as of January 1, 1999 (the "Seventh Supplemental Indenture"), to provide for the issuance of its 1999 Local Agency Revenue Bonds, Series G (the "Series G Bonds"); and WHEREAS. the Series G 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 Authority intends to use a portion of the proceeds of the Series G Bonds to purchase City of Lake Elsinore, Limited Obligation Refunding Improvement Bonds, Assessment district No. 86-1, Series 1999 (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; and DK09720/988055/529604.3 1 \ .1' /' ~ -~'-- , " '. - 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, Northwest Sewer Assessment District No. 86-1, Limited Obligation Improvement Bonds (the "Prior Local Obligations"); and WHEREAS, the Prior Local Obligations were purchase by the Authority with a portion of the proceeds of its 1990 Local Agency Revenue Bonds, Series A (the "Prior Bonds") and the proceeds of the redemption of the Prior Local Obligations shall be used to pay principal of and interest on the Prior Bonds, as such payments become due and payable; and WHEREAS, the Authority finds and determines that it is within the authority of the Authority and is a public purpose that the Authority approve the delivery and sale of the Series G Bonds for said purposes and that there are significant public benefits arising from the taking of such actions, including, but not limited to, demonstrable savings in effective interest rate through the creation ofa reserve fund, as contemplated by Section 6586 of the Act; and WHEREAS, the Authority now desires to provide for the sale of the Series G Bonds; WHEREAS, there has been presented to this meeting a form of Purchase Contract (the "Purchase Contract"), by and among the Authority, the City and O'Connor & Company Securities (the "Underwriter"), whereby the Underwriter has offered to purchase the Series G Bonds from the Authority and a form of Preliminary Official Statement relating to the Series G Bonds; and NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Lake Elsinore Public Financing Authority as follows: Section 1. Issuance of Series G Bonds: Aporoval of Seventh Supolement Indenture. The Board hereby approves the issuance of the Series G Bonds in the aggregate principal amount of not to exceed $4,500,000, 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 bond counsel. Any "Responsible Officer" is hereby authorized and directed to execute and deliver the Seventh Supplemental Indenture for and in the name of the Authority. A "Responsible Officer" shall include any Board Member of the Authority, the Chairperson, the Vice Chairperson, the Executive Director, the Assistant Executive Director or other officers of the Authority designated by the Authority as a Responsible Officer. Section 2. Sale of Series G Bonds. Aoproval of Purchase Contract. The Authority hereby authorizes the sale of the Series G Bonds to the Underwriter pursuant to and in accordance with the Purchase Contract, in substantially the form 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 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 G 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 DK09720/9880SS/S29604.3 2 '\ -" -",/ " . ..----' / , G Bonds shall not exceed nine percent (9%) 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 six percent (96%) of the par amount thereof, exclusive of original issue discount. Section 3. Official Statements. The Board hereby approves the matters contained in the preliminary form of the Official Statement ( the "Preliminary Official Statements") describing the Authority and the Series G Bonds, in substantially the forms submitted by the Underwriter and on file with the Authority Secretary, with such 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 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 G Bonds. The Board hereby approves the final Official Statements describing the Series G Bonds. 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 and the Seventh Supplemental Indenture, as applicable. Section 4. 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 substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Executive Director or the Assistant Director, and approved by the Authority's bond counsel and the Executive Director or the Assistant Executive Director shall execute and deliver the Commitment Agreement and Purchase Contract 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 and Purchase Contract shall implement the purchase of the Local Obligations in parts and each of such parts shall be pledged to the payment of the Series G Bonds, to the extent and in the manner, and each of such parts 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 G Bonds. Section S. Official Action. The Chairperson, the Vice-Chairperson, 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 Series G 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 G Bonds to the Underwriter and the purchase of the Local Obligations with the proceeds of the Series G Bonds, and the use of the proceeds of the refunding DK09720/988055/529604,3 3 \ /'~ " ... of the Prior Local Obligations to redeem or purchase outstanding Prior Bonds. 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 Chairperson of the Authority if the Chairperson is unavailable to act with respect to any matter as to which the Chairperson 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 6. and adoption. Effective Date. This Resolution shall take effect from and after its passage DK097201988055/529604.3 4 \ PASSED AND ADOPTED this 26th day of January \ .,,: /J' .Y " ,1999. AYES: AUTHORITY MEMBERS: BRINLEY, METZE, PAPE, KELLEY NOES: AUTHORITY MEMBERS: NONE ABSENT: AUTHORITY MEMBERS: VACANT ABSTAIN: AUTHORITY MEMBERS: NONE [S J~j.L] ATTf:ST: V~W Secretary of the Lake Elsinore Public Financing Authority APPROVED AS TO FO ITY: DK09720/988055/529604.3 5 Chairperso of the Lake Elsi ore Public Fi ancing Authority 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 Agency on 26th day of January, 1999, and that it was so adopted by the following vote: AYES: BOARDMEMBERS: BRINLEY, METZE, P APE, KELLEY NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: VACANT ABSTAIN: BOARDMEMBERS: NONE ( - OkU "VrCKI ~SAD, CITY CLERK CITY O~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 99-2 of said Agency, and that the same has not been amended or repealed. - DATED: February 8, 1999 2f~w VICKI KASAD, CITY CLERK :.cITY OFLAKE ELSINORE (SEAL) RESOLUTION NO. PFA 99-2- RESOLUTION OF THE LAKE ELSINORE PUBllC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REVENUE BONDS OF SAID AUTHORITY, THE APPROVAL OF A PURCHASE CONTRACT FOR THE PURCHASE THEREOF AND THE TAKING OF CERTAIN OmERACnONS IN CONNECTION WITH SUCH BONDS WHEREAS, the Lake Elsinore Public Financing Authority (the "Authority"), is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, division 7, Title 1 of the California Government Code) (the "Act") and the powers of such authority include the power to issue bonds for any of its corporate purposes; and WHEREAS, a redevelopment plan for a redevelopment project known and designated as the "Rancho Laguna Redevelopment Project Area No. I" has heretofore been adopted and approved and all requirements oflaw for, and precedent to, the adoption and approval of said plan have been duly complied with; and WHEREAS, a redevelopment plan for a redevelopment project known and designated as the "Rancho Laguna Redevelopment Project Area No. II" has heretofore been adopted and approved and all requirements to law for, and precedent to, the adoption and approval of said plan have been duly complied with; and WHEREAS, a redevelopment plan for a redevelopment project known and designated as the "Rancho Laguna Redevelopment Project Area No. III" has heretofore been adopted and approved and all requirements to law for, and precedent to, the adoption and approval of said plan have been duly complied with; and WHEREAS, the Authority has previously issued its $11,239,275 original principal amount of 1993 Series A Senior and Subordinate Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) (the "1993 Series AN otes ") and $10,071,002.80 original principal amount of 1995 Series B Subordinate Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) (the "1995 Series B Bonds, " and together with the 1993 Series A Notes, the "Prior Bonds"), which are currently outstanding in the amounts of$3,300,000 and $10,071,002.80, respectively; and WHEREAS, the Authority loaned the proceeds of the 1993 Series A Notes to the Redevelopment Agency of the City of Lake Elsinore (the II Agency") under and pursuant to three loan agreements, each dated as of September 1, 1993 (the "1993 Loan Agreements"); and WHEREAS, the Authority loaned the proceeds of the 1995 Series B Bonds to the Agency under and pursuant to two loan agreements, each dated as of December 1, 1995 (the "1995 JHO 1560/09905293/561269.2 1 Loan Agreements," and together with the 1993 Loan Agreements, the "Prior Loan Agreements"); and WHEREAS, it has been proposed that the :Authority assist the Agency in refunding the Prior Bonds by issuing its Tax Allocation Revenue Bonds, 1999 Series C (the "Series C Bonds") and its Tax Allocation Revenue Bonds, 1999 Series D (Taxable) (the" Series D Bonds," and together with the Series C Bonds, the "Bonds"), and loaning the proceeds of the Bonds to the Agency pursuant to five separate loan agreements (the "Loan Agreements") for the purpose of refunding the Prior Bonds by prepaying under the Prior Loan Agreements; and WHEREAS, the Authority finds and determines that it is within the authority of the Authority and is a public purpose that the Authority approve the delivery and sale of the Bonds for said purposes and that there are significant public benefits arising from the taking of such action, including, but not limited to, demonstrable savings in effective interest rate, bond preparation, bond underwriting and financing costs associated with the issuance of the Bonds, as contemplated by Section 6586 of the Act; and WHEREAS, the City has approved the issuance of the Bonds and the execution by the Agency of the Loan Agreements; and WHEREAS, the Bonds will be designated the Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds, 1999 Series C and Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds, 1999 Series D (Taxable); and WHEREAS, the Bonds shall be issued pursuant to two separate Indentures of Trust (respectively, the "Series C Indenture" and the "Series D Indenture"), each dated as of September 1, 1999 and each by and between the Authority and union Bank of California, N.A., as trustee (the "Trustee"); and WHEREAS, the Redevelopment Agency of the City of Lake Elsinore has approved the use of the Bonds to fund the Loans to refund the Prior Bonds and to prepay the Prior Loan Agreements; and WHEREAS, the prepayment under the Prior Loan Agreements will result in the refunding of the Prior Bonds; WHEREAS, there has been presented to this special meeting a form of Purchase Contract (the "Purchase Contract"), by and among the Authority the Agency and O'Connor & Company Securities (the "Underwriter"), whereby the Underwriter has offered to purchase the Bonds from the Authority and a form of Preliminary Official Statement relating to the Bonds; and WHEREAS, there has been presented to this special meeting the forms of the Loan Agreements whereby the Authority has agreed to loan the proceeds of the Bonds to the Agency and mOl S60/0990S293/S61269.2 2 forms of the Indentures whereby the Trustee has agreed to hold certain of the proceeds of the Bonds and other moneys deposited in trust for the benefit of the Authority and the owners of the Bonds; NOW, THEREFORE, THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY DOES RESOLVE AS FOLLOWS: Section 1. Pursuant to the Act, the Authority hereby approves: (i) the issuance of the Series C Bonds in accordance with the terms and conditions of the Series C Indenture; and (ii) the issuance of the Series D Bonds in accordance with the terms and conditions of the Series D Indenture. Section 2. The form of Purchase Contract presented at this special meeting and the purchase and sale of the Bonds pursuant thereto upon the terms and conditions set forth therein is hereby approved and any Responsible Officer of the Authority is hereby authorized and directed to evidence the Authority's offer and acceptance made by the Purchase Contract by executing and delivering the Purchase Contract with such changes therein as the Executive Director or any other Responsible Officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof A "Responsible Officer" shall include any Director of the Authority, the Chairperson, the Vice Chairperson, the Executive Director, Secretary, or any official of the Authority designated by the Chairperson, Vice Chairperson or Executive Director as a Responsible Officer. Section 3. Union Bank of California, N.A. is hereby appointed as Trustee under the Indentures for the Authority and the owners of the Bonds, with the duties and powers of such Trustee as are set forth in the Indentures. Section 4. U. S. Bank Trust National Association is hereby appointed as Escrow Bank under the Escrow Deposit and Trust Agreements (the "Escrow Agreements") for the Authority and the owners of the Prior Bonds, with the duties and powers of such Escrow Bank as are set forth in the Escrow Agreements. Section 5. The Authority hereby approves the Indentures substantially in the forms annexed hereto, marked "Exhibit A" and "Exhibit B", and any Responsible Officer of the Authority is hereby authorized and directed to execute and deliver the Indentures with such changes therein as the Executive Director or any other Responsible Officer may approve with the advice of bond counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof Section 6. The Authority hereby approves the Project Area No. I Subordinate Loan Agreement, the Project Area No. II Subordinate Loan Agreement, the Project Area No. II Taxable Subordinate Loan Agreement, the Project Area No. III Loan Agreement, and the Housing Fund Subordinate Loan Agreement, substantially in the forms annexed hereto, marked "Exhibit C," "Exhibit D," "Exhibit E," "Exhibit F," and "Exhibit G," respectively, and any Responsible Officer of the Authority is hereby authorized and directed to execute and deliver the Loan Agreements with such changes therein as the Executive Director or any other Responsible Officer may approve with the JHO 1560/09905293/561269.2 3 / advice of bond counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof Section 7. The Authority hereby approves' the Escrow Agreements relating to the Prior Bonds, substantially in the form annexed hereto, marked "Exhibit H" and "Exhibit I," and any Responsible Officer of the Authority is hereby authorized and directed to execute and deliver the Escrow Agreements with such changes therein as the Executive Director or any other Responsible Officer may approve with the advice of bond counsel to the Authority, such, approval to be conclusively evidenced by the execution and delivery thereof Section 8. The Authority hereby approves the Preliminary Official Statement prepared in connection with the issuance of the Bonds, substantially in the form annexed hereto, marked as "Exhibit J," with such revisions, amendments and completions as shall be approved by any Responsible Officer with the advice of bond counsel to the Authority. The Authority approves the prior circulation of the Preliminary Official Statement by the Underwriter in connection with the marketing of the Bonds, and the distribution of such Preliminary Official Statement and Final Official Statement in connection with the sale of the Bonds is hereby authorized. The Executive Director or the designee of the Executive Director is also authorized to deem the Preliminary Official Statement final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the "Rule"), omitting only such information as is permitted under the Rule and to execute an appropriate certificate stating the Authority's determination that the Preliminary Official Statement has been deemed final within the meaning of such the Rule. Section 9. The Authority hereby delegates to the Agency, and hereby confirms and consents to the delegation by the Agency to the Executive Director of the Agency, the authority to establish the final principal amount of the Bonds, which amount shall not exceed $18,000,000 with respect to the Series C Bonds and $1,000,000 with respect to the Series D Bonds, the interest rates of the various maturities of the Bonds, provided that the weighted average of such rates shall not exceed 7% with respect to each series of Bonds, and the underwriter's discount, which shall not exceed 2Y2 % of the aggregate principal amount of the Bonds, on such terms and conditions, within the limitations set forth in this Section, as the Agency may determine. Section 10. The law firm of Fulbright & Jaworski L.L.P., Los Angeles, California, is hereby retained as Bond Counsel and Disclosure Counsel with respect to the Bonds, and the Executive Director of the Authority is hereby authorized on behalf of the Authority to enter into a contract for bond counsel services to be provided by said firm with respect to the Bonds. JHO) 560/09905293/561269.2 4 ." ~ Section 11. The financing consultant firm of Rod Gunn & Associates is hereby retained as financing consultant to the Authority with respect to the Bonds, and the Executive Director of the Authority is hereby authorized on behalf of the Authority to enter into a contract for financing consultant services to be provided by said firm with respect to the Bonds. Section 12. 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 transactions contemplated by this Resolution. Section 13. The Secretary shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect. 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/Deputy Secretary with the same force and effect as if performed by the Secretary hereunder. PASSED AND ADOPTED this ~day of ()('t'nnpr ,1999. Ayes: KELLEY, METZE, PAPE, SCHIFFNER, BRINLEY Noes: NONE Abstain: NONE Absent: NONE A TrTST: C) 0 )./ J U lA.1 ,( ~ 0t'Y-L\/) Secretary oft e Lake Elsinore Public Financing Authority airperson of t e Lake Elsinore Public Financin Authority APPROVED AS TO FORM /.-......... JHO 1560/09905293/561269.2 5 ~-~~~.......,,,.-..,---<....~.",-,,~.., ,,--- . ......i.; . '','''''''k~ "JIII;" . '.. . ~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 foregoing Resolution duly adopted by the Public Finance Authority of the City of Lake Elsinore at a Regular meeting of said Agency on 14th day of October, 1999, and that it was so adopted by the following vote: AYES: BOARDMEMBERS: KELLEY, METZE, P APE, SCHIFFNER, BRINLEY NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE ABSTAIN: BOARDMEMBERS: NONE .- ~~hJLERK 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 99-3 of said Agency, and that the same has not been amended or repealed. DATED: November 9, 1999 (/.l\< ry ~ V~{gTY CLERK CITY OF LAKE ELSINORE (SEAL)