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HomeMy WebLinkAbout96-12 FA Resolution RESOLUTION NO. FA 96-12 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD TOWN/WESTS]IDE COMMUNITY FACI]LITIES DISTRICT FINANCING AUTHORITY APPROVING SALE OF BONDS TO THE OLD TOWN/WESTSIDE E"ROVEMENT AUTHORITY, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS WHEREAS, this Board of Directors of the Old Town/Westside Community Facilities District Financing Authority (the "Authority") has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the 'Act"), to form the Old Town Westside Community Facilities District Financing Authority Community Facilities District No. 1 (Old Town Area Public Improvements) (the "District"), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance certain facilities; and WHEREAS, this Board of Directors, as legislative body of the District, authorized the issuance of bonds of the Authority for the District in the original principal amount of $27,500,000 designated "Old Town/Westside Community Facilities District Financing Authority Community Facilities District No. 1 (Old Town Area Public Improvements) 1996 Special Tax Bonds" (the "Bonds"), pursuant to the Act and a Resolution entitled "A Resolution of the Board of Directors of the Old Town/Westside Community Facilities District No. 1, Approving and Directing the Execution of a Fiscal Agent Agreement, and Approving Amendment to Joint Community Facilities Agreement and Other Related Documents and Actions," adopted June 11, 1996 (the "Prior Resolution"); and WHEREAS, there has been submitted to this Board of Directors a revised fiscal agent agreement (the "Fiscal Agent Agreement") providing for the issuance of the Bonds, for and on behalf of the District, and this Board of Directors, with the aid of its staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by the Prior Resolution and this Resolution and the documents refeffed to herein exist, have happened and have been perfon-ned in due time, form and manner as required by the laws of the State of California, including the Act; and WHEREAS, the City of Temecula and the Redevelopment Agency of the City of Temecula have heretofore entered into a Joint Exercise of Powers Agreement establishing the Old Town/Westside Improvement Authority (the "JPA"); and Resos.Fa\96-12 AS, the JPA proposes at this time to issue its revenue bonds (the "JPA Bonds") for the purpose of providing funds to purchase the Bonds; and WHEREAS, the JPA proposes to sell the JPA Bonds to Stone & Youngberg, LLC (the "Underwriter") pursuant to the terms of a Bond Purchase Agreement (the "Bond Purchase Agreement") by and among the JPA, the Authority and the Underwriter, and the Underwriter proposes to offer the JPA Bonds to the investing public by means of a preliminary official statement (the "Preliminary Official Statement"); and WHEREAS, there has been submitted to this Board of Directors at this meeting a form of bond purchase contract for the purchase by the JPA from the Authority of the Bonds (the "I-ocal Agency Bond Purchase Contract"), and this Board of Directors has duly considered the transactions on the part of the Authority and the District contained in such document and wishes at this time to approve said transaction in the public interests of the Authority and the District; and WHEREAS, it appears that each of said documents and instruments which are now before this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended; and WHEREAS, on June 11, 1996, the City of Temecula (the "City") and the Authority executed an Amendment No. I to Joint Community Facilities Agreement (the "Amendment"), amending the Joint Community Facilities Agreement, dated April 23, 1996, between the City and the Authority, to provide for a guarantee of completion of certain improvements; and WHEREAS, it is now expected that a guarantee of the character referred to in the Amendment will be provided directly to the Redevelopment Agency of the City of Temecula, so that the Authority now desires to cancel the Amendment in order to avoid any inconsistency with the intent of the party providing the guarantee; and WHEREAS, in addition to the Joint Community Facilities Agreement with the City, the Authority also entered into similar agreements with the Eastern Municipal Water District, the Rancho California Water District and the Riverside County Flood Control and Water Conservation District which agreements have expired by their terms or may expire prior to the issuance of the Bonds, because the Bonds have not yet been issued, and the Authority now desires to extend the term of those agreements as necessary in connection with the construction and acceptance by such entities of the improvements identified therein. NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Old Town/Westside Community Facilities District Financing Authority as follows: Section 1. AMmal of Fiscal Agent Agreem=. The Board of Directors hereby approves the Fiscal Agent Agreement in the form on file with the Secretary. The Executive Director (or, in his absence, the Treasurer) is hereby authorized and directed to execute the Fiscal Agent Resos.Fa\96-12 2 Agreement, for an in the name and on behalf of the Authority and the District, in such form, together with any addition thereto or changes therein deemed necessary or advisable by such officer upon consultation with Bond Counsel and the General Counsel to the Authority. The proceeds of the Bonds shall be applied by the Authority for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The Board of Directors hereby authorizes the delivery and performance by the Authority of the Fiscal Agreement. Section 2. Delivery of the Bonds. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the JPA or its order in accordance with written instructions executed on behalf of the Authority by the Executive Director (or, in his absence, the Treasurer), which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the JPA or its order in accordance with the Local Agency Bond Purchase Contract, upon payment of the purchase price therefore. Section 3. Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds to the JPA. The Local Agency Bond Purchase Contract, in the form on file with the Secretary, be and the same is hereby approved, and the Executive Director (or, in his absence, the Treasurer) is hereby authorized and directed to execute the Local Agency Bond Purchase Contract in said form, with such changes, insertions and omissions as may be approved by such official; provided that the principal amounts of the Bonds does not exceed the amount set forth in the Prior Resolution, and the net interest cost of the Bonds is not in excess of 1 1 %. The Board of Directors hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Local Agency Bond Purchase Contract will result in a lower overall cost. Section 4. Sale of JPA Bonds. The Board of Directors hereby approves the sale of the JPA Bonds by the JPA by negotiation with the Underwriter. The Bond Purchase Agreement, in the form on file with the Secretary, be and the same is hereby approved, and the Executive Director (or, in his absence, the Treasurer) is hereby authorized and directed to execute the Bond Purchase Agreement in said form, together with such changes, insertions and omissions as may be approved by such official; provided that the principal amount of the JPA Bonds does not exceed $32, 000, 000, the Underwriter's discount on the JPA Bonds does not exceed 3.5 %, and the net interest cost of the JPA Bonds is not in excess of 9 %. Section 5. Official Statement. The Board of Directors hereby approves the portions of the preliminary official statement for the JPA Bonds (the "Preliminary Official Statement") describing the Fiscal Agent Agreement, the District, the Bonds, the Authority and any actions or activities of the Authority or the District, in the form on file with the Secretary, together with any Resos.Fa\96-12 3 changes therein or additions thereto deemed advisable by the Executive Director. The Board of Directors authorizes and directs the Executive Director (or, in his absence, the Treasurer), on behalf of the Authority and the District, to deem 'final' pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the Underwriter. The Underwriter, on behalf of the Authority and the District, is authorized and directed to cause the Preliminary Official Statement to be distributed to such municipal bond broker- dealers, to such b@g institutions and to such other persons as may be interested in purchasing the JPA bonds therein offered for sale. The Executive Director (or, in his absence, the Treasurer) is authorized and directed to assist the JPA in causing the Preliminary Official Statement to be brought into the form of final official statement (the "Final Official Statement"), and, if requested by the Underwriter, to execute said Final Official Statement and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) which relate to the Fiscal Agent Agreement, the District, the Bonds, the Authority and any actions or activities of the Authority or the District were, at the time of sale of the JPA Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the JPA Bonds contain any untrue statement of material fact with respect to the Authority or the District or omit to state material facts with respect to the Authority or the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The execution and delivery by the Authority of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Executive Director and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the Authority. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the JPA Bonds. Section 6. Cancellation of Amendment. The Amendment is hereby canceled, subject to the adoption by the City of a resolution also canceling the Amendment. Section 7. Extension of Joint Community Facilities Agreements. The officers of the Authority are hereby authorized and directed to negotiate and execute extensions to the Joint Community Facilities Agreements to which the Authority is a party, as necessary or desirable in connection with the sale of the Bonds and the construction and acceptance by the other public agencies of improvements with the proceeds thereof, such extensions to be executed by the Executive Director and in a form acceptable to Bond Counsel and General Counsel to the Authority. Resos.Fa\96-12 4 Section 8. Official Actions. All actions heretofore taken by the officers and agents of the Authority with respect to the establishment of the District and the sale and issuance of the Bonds and the JPA Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the JPA Bonds, and the cancellation of the Agreement, in accordance with this Resolution, the Prior Resolution, and any certificate, agreement, and other document described in the documents herein approved. Section 9. Effective Date. This resolution shall take effect from and after its adoption. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the of the Old Town/Westside Community Facilities District Financing Authority at a regular meeting held on the 26th day of November, 1996. Patricia H. Birdsall, Chairperson ATTEST: June . reek, CMC City Clerk/Authority Secretary [SEAL] Resos.Fa\96-12 5 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE SS CITY OF TEMECULA 1, June S. Greek, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. FA 96-12 was duly adopted at a regular meeting of the Board of Directors of the Old Town/Westside Community Facilities District Financing Authority on the 26th day of November, 1996, by the following roll call vote: AYES: 3 BOARD MEMBERS: Birdsall, Ford, Lindemans NOES: 0 BOARD MEMBERS: None ABSENT: 1 BOARD MEMBERS: Roberts ABSTAINED: 1 BOARD MEMBERS: Stone June S. Greek, CMC City Clerk/Agency Secretary Resos.Fa\96-12 6