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HomeMy WebLinkAbout98-11 WHFA ResolutionRESOLUTION NO. WHFA 98-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE WINCHESTER HILLS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR COMMUNITY FACILITIES DISTRICT NO. 98-1 (WINCHESTER HILLS), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS WHEREAS, this Board of Directors has conducted proceedings under and pursuant to Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing with Section 53311, of the California Government Code (the "Act"), to form the Winchester Hills Financing Authority Community Facilities District No. 98-1 (Winchester Hills) (the "District"), to authorize the levy of special taxes upon the land within the District and to issue bonds secured by said special taxes the proceeds of which are to be used to refmance certain assessment liens (the "Liens"), all as described in the Resolutions entitled "A Resolution of the Board of Directors of the Winchester Hills Financing Authority of Formation of Winchester Hills Financing Authority Community Facilities District No. 98-1 (Winchester Hills), Authorizing the Levy of a Special Tax Within the District and Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors of the District," and "A Resolution of the Board of Directors of the Winchester Hills Financing Authority Determining the Necessity to Incur Bonded Indebtedness Within the Winchester Hills Financing Authority Community Facilities District No. 98-1 (Winchester Hills) and Submitting Proposition to the Qualified Electors of the District", each adopted by the Board of Directors on April 14, 1998, as applicable; and WHEREAS, pursuant to said resolutions, an election was held within the District on April 14, 1998 and on that date the applicable qualified electors approved the propositions of the incurrence of the bonded debt and the levy of the special tax by more than two-thirds of the votes cast at said special election; and WHEREAS, there have been submitted to this Board of Directors certain documents providing for the issuance of bonds of the Winchester Hills Financing Authority (the "Authority") for the District and the use of the proceeds of those bonds to refinance the Liens and this Board of Directors, with the aid of its staff, has reviewed said documents and found them to be in proper order; and R;resos. whfa98- ! 1 1 WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of said bonds and the levy of said special taxes as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Winchester Hills Financing Authority as follows: Section 1. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement (hereafter defined), special tax bonds of the Authority for the District designated as "Winchester Hills Financing Authority Community Facilities District No. 98-1 (Winchester Hills) Special Tax Bonds" (the "Bonds") in an aggregate principal amount not to exceed $16,000,000 are hereby authorized to be issued and sold as provided herein. The Bonds shall be issued in two series, 1998 Series A and 1998 Series B, each in the form set forth in and as otherwise as provided in the Fiscal Agent Agreement referred to below. The Authority hereby grants a waiver of the requirement set forth in the Local Goals and Policies for Community Facilities Districts adopted by the Board of Directors on February 24, 1998 to the effect that the value of the land in the District be at least three times the principal amount of the Bonds to be issued, based upon the provisions of the Fiscal Agent Agreement which require that a letter of credit be provided that may be drawn upon in the event of delinquencies of special taxes, the proceeds of which draws to used to pay debt service on the Bonds. The Board of Directors hereby finds and determines that the Bonds are in compliance with all other applicable provisions of said Local Goals and Policies. Section 2. The Fiscal Agent Agreement (the "Fiscal Agent Agreement") with respect to the Bonds, in the form presented to this Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Fiscal Agent Agreement in said form, with such additions thereto or changes therein as are approved by the Executive Director upon consultation with Bond Counsel including such additions or changes as are necessary or advisable in accordance with Section 8 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by the Executive Director. The Fiscal Agent Agreement, as so executed, shall be in compliance with Section 3 hereof; and the date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed. Section 3. The purchase contract (the "Purchase Contract") between the Authority and Stone & Youngberg LLC (the "Underwriter"), in the form presented to this Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Authority, to accept the offer of the Underwriter to R;resos. whfa98-11 2 purchase the Bonds contained in the Purchase Contract (provided that the aggregate principal amount of the Bonds sold thereby is not in excess $16,000,000, the true interest cost on the Bond s is not in excess of 7 % per annum and the underwriters' discount is not in excess of 3 % of the aggregate principal amount of the Bonds) and to execute and deliver the Purchase Contract in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the Executive Director. This Board of Directors hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Purchase Contract will result in a lower overall cost. Section 4. The official statement relating to the Bonds (the "Official Statement"), in the form presented to this Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute the Official Statement in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Official Statement by the Executive Director. The Underwriter is hereby author ized to distribute copies of said Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary official statement relating to the Bonds is hereby approved and authorized. The Executive Director is hereby authorized to execute a certificate or certificates to the effect that the Official Statement and such preliminary official statement were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final. Section 5. The Authority hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. Section 6. The escrow agreement (with respect to the payoff of the Liens) and the Continuing Disclosure Agreement (collectively, the "Agreements") in the respective forms presented to this Board of Directors at this meeting, are hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Agreements in said forms, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Bond Counsel (including such additions or changes therein as are necessary or advisable in accordance with Section 8 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Agreements by the Executive Director. R;resos.whfa98-11 3 Section 7. 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 Underwriter in accordance with written instructions executed on behalf of the Authority by the Executive Director, 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 Underwriter in accordance with the Purchase Contract, upon payment of the purchase price therefor. Section 8. 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 are hereby approved, confumed 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 in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. Execution and delivery of an agreement or certificate with the County of Riverside in respect of the payment of the Liens is hereby expressly authorized. Section 9. This resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Winchester Hills Financing Authority at a regular meeting held on the 23rd day of June, 1998. /'"'~~Je ff ~ ~hero, ChairPerson ATTEST: · Jones, ~ City Clerk/ th/~4~)ry Secretary [SEAL] R;resos.whfa98-11 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, Acting Secretary of the Winchester Hills Financing Authority, HEREBY DO CERTIFY that the foregoing Resolution No. WHFA 98-11 was duly adopted at a regular meeting of the Board of Directors of the Winchester Hills Financing Authority on the 23rd day of June, 1998, by the following roll call vote: AYES: 5 BOARDMEMBERS: Ford, Lindemans, Roberts, Stone, Comerchero NOES: 0 BOARDMEMBERS: None ABSENT: 0 BOARDMEMBERS: None Su~an W. Jones, CMC City Clerk/~ut3~ Secretary R;resos.whfa98-11 5