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HomeMy WebLinkAbout05-10 TPFA Resolution I I I RESOLUTION NO. TPFA 05-10 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SERIES 2005-B SPECIAL TAX BONDS FOR COMMUNITY FACiliTIES DISTRICT NO. 03-1 (CROWNE Hill), AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the Board of Directors (the "Board") of the Temecula Public Financing Authority (the "Authority") 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 "law"), to form the Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill) (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 finance the costs of certain public facilities (the "Facilities"), all as described in Resolution No. TPFA 03-05, adopted by the Board of Directors on March 25, 2003; and WHEREAS, pursuant to said proceedings, on August 7,2003, the Authority, for and on behalf of the District: (i) entered into a Fiscal Agent Agreement, dated as of July 1, 2003 (the "Original Fiscal Agent Agreement"), with U.S. Bank National Association, as fiscal agent thereunder (the "Fiscal Agent"); and (ii) issued $12,155,000 initial principal amount of Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds, Series 2003-A (the "Series 2003-A Bonds"); and WHEREAS, the Original Fiscal Agent Agreement provides for the issuance by the Authority for the District of Parity Bonds, as defined therein, secured on a parity with the Series 2003-A Bonds, in order to provide additional financing for costs of the Facilities; and WHEREAS, there have been submitted to the Board certain documents providing for the issuance of a second series of bonds of the Authority for the District (the "Series 2005-B Bonds"), and the use of the proceeds of the Series 2005-B Bonds to finance the Facilities and the Board, with the assistance of officers of the Authority, has reviewed said documents and found them to be in proper order; and WHEREAS, on the date hereof, the City Council of the City of Temecula held a public hearing regarding the financing of the Facilities with the proceeds of the Series 2005-B Bonds and, following such hearing, the City Council adopted a resolution finding that significant public benefits will arise from the financing of the Improvements; and WHEREAS, following the adoption of this Resolution, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Series 2005-B Bonds as contemplated by this Resolution and the documents referred to herein exist, will have happened and will have been performed in due time, form and manner as required by the laws of the State of California, including the law. R:ITPFA Resas 2005ITPFA 05-10 I I I NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Temecula Public Financing Authority as follows: Section 1. Authorization of Issuance of Bonds. Pursuant to the Law, this Resolution and the Fiscal Agent Agreement (hereafter defined), the Series 2005-B Bonds, designated as "Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds, Series 2005-B" in an aggregate principal amount not to exceed $6,000,000 are hereby authorized to be issued and sold as provided herein. The Series 2005-B Bonds shall be "Parity Bonds" under and as defined in the Original Fiscal Agent Agreement, and shall be executed in the form set forth in and otherwise as provided in the Original Fiscal Agent Agreement, as supplemental by the First Supplemental Fiscal Agent Agreement referenced below. Section 2. Determinations. In connection with the authorization, sale and issuance of the Series 2005-B Bonds, the Board hereby makes the following determinations: (a) the structure of the proposed financing is consistent with the applicable sections of the Authority's local goals and policies for community facilities districts, adopted by the Board on April 10, 2001, including the minimum value to lien ratio required thereby; (b) the sale of the Series 2005-B Bonds at a negotiated sale as contemplated by the Purchase Contract (defined below) will result in a lower overall cost; (c) the conditions precedent to the issuance of the Series 2005-B Bonds as Parity Bonds under clauses (A), (B), (C), (D), (E) and (F) of Section 2.14 of the Fiscal Agent Agreement have been satisfied; and (d) significant public benefits will arise from the financing of the Facilities with proceeds of the Series 2005-B Bonds. Section 3. Approval of First Supplemental Fiscal Aaent Aareement. The First Supplemental Fiscal Agent Agreement (the "Supplement") with respect to the Series 2005-B Bonds, in the form presented to the Board at this meeting, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Supplement 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 9 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Supplement by the Executive Director. 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 Series 2005-B Bonds shall be as provided in the Original Fiscal Agent Agreement, as amended and supplemented by the Supplement as finally executed (collectively, the "Fiscal Agent Agreement"). Section 4. Approval of Bond Purchase Contract. The bond purchase agreement for the Series 2005-B Bonds (the "Purchase Contract") between the Authority and Stone & Youngberg LLC (the "Underwriter"), in the form presented to the Board 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 purchase the Series 2005-B Bonds contained in the Purchase Contract (provided that the initial aggregate principal amount of the Series 2005-B Bonds sold thereby is not in excess of $6,000,000, the true interest cost on the Series 2005-B Bonds is not in excess of 7.00% per annum and the underwriter's discount is not in excess of 3.00% of the initial aggregate principal amount of the Series 2005-B 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. R:ITPFA Resos 2005ITPFA 05-10 2 I I I Section 5. Approval of Official Statement. The preliminary official statement relating to the Series 2005-B Bonds (the "Preliminary Official Statement"), in the form presented to the Board 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 make changes to the Preliminary Official Statement prior to its dissemination to prospective investors, and to bring the Preliminary Official Statement into the form of a final official statement (the "Official Statement") including such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Disclosure Counsel. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Series 2005-B Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the Series 2005-B Bonds. 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 6. Approval of Continuina Disclosure Aareement. The Continuing Disclosure Agreement (the "Disclosure Agreement") of the Authority, in the form presented to the Board at this meeting, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Disclosure Agreement in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Disclosure Counsel and Bond Counsel (including such additions or changes therein as are necessary or advisable in accordance with Section 9 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Disclosure Agreement by the Executive Director. Section 7. Approval of Supplement NO.1 to Acauisition Aareement. The Supplement No. 1 to Acquisition Agreement (the "Acquisition Agreement Supplement") between the Authority and Lennar Homes of California, Inc., 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 Acquisition Agreement Supplement in said form, 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 9 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Acquisition Agreement Supplement by the Executive Director. Section 8. Delivery of Bonds. The Series 2005-B Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Series 2005-B Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Series 2005-B 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 Series 2005-B Bonds to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price therefor. R:ITPFA Resos 2005ITPFA 05-10 3 I I I Section 9. Further 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 Series 2005-B 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 Series 2005-B Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. Whenever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 10. Effective Date. This Resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Temecula Public Financing Authority at a meeting held on the 26th day of July, 2005. . ') /~9bL-- 7eff Comerchero, Chairperson ATTEST: , tJ [SEAL] R:ITPFA Resos 2005ITPFA 05-10 4 I I I STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA } I, Susan W. Jones, CMC, City Clerk/Authority Secretary of the Temecula Public Financing Authority, HEREBY DO CERTIFY that the foregoing Resolution No. TPFA 05-10 was duly adopted at a meeting of the Board of Directors of the Temecula Public Financing Authority on the 26th day of July, 2005, by the following vote: AYES: NOES: ABSENT: ABSTAIN: 4 AGENCY MEMBERS: Edwards, Roberts, Washington, Comerchero AGENCY MEMBERS: None AGENCY MEMBERS: Naggar AGENCY MEMBERS: None o 1 o r: R:ITPFA Resos 2005ITPFA 05-10 5