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Home My WebLink About08-021 CC Resolution I I I RESOLUTION NO. 08-21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING THE PREPARATION AND EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, AUTHORIZING THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City of Temecula, with the assistance of the Temecula Public Financing Authority (the "Authority"), has determined to finance the construction of a new civic center facility (the "Project"), and the City has proposed to implement a lease financing for the purpose of raising the funds for such purposes. Section 2. It is in the public interest and for the public benefit that the City authorize and direct execution of the lease Agreement (hereinafter defined) and certain other documents in connection therewith. Section 3. A preliminary official statement (the "Preliminary Official Statement") containing information material to the offering and sale of the Certificates described below have been prepared on behalf of the City. Section 4. The documents below specified shall be filed with the City and the members of the Council, with the aid of its staff, shall review said documents. Section 5. Certificates of Participation (2008 Temecula Civic Center Financing Project) (the "Certificates") are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement (hereinafter defined), so long as the total principal amount of the lease Agreement does not exceed $25,000,000, so long as the maximum annual lease payments to be paid by the City under the lease Agreement does not exceed $1,750,000, plus the payment of Additional Payments, as set forth therein, and so long as the term of the lease Agreement does not exceed thirty-one years (subject to extension, as provided therein). Section 6. The below-enumerated documents be and are hereby approved, and the Mayor, the City Manager or the Finance Director, or the designee of any such official, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature. R:/Resos 200B/Resos 08-21 I I I A Site and Facility Lease, between the City, as Lessor, and the Authority, as Lessee, pursuant to which the City will lease certain existing, unencumbered property to the Authority (the "Property"). B. A Lease Agreement, by and between the Authority, as Lessor, and the City, as Lessee (the "Lease Agreement"), pursuant to which the Authority will lease the Property back to the City. C. A Trust Agreement, by and among the Authority, the City and U.S. Bank National Association, as Trustee (the "Trust Agreement"), relating to the financing, and the execution and delivery of the Certificates. D. A Certificate Purchase Agreement, by and between Stone & Youngberg LLC (the "Underwriter") and the City, relating to the purchase by the Underwriter of the Certificates, so long as the Underwriter's discount does not exceed 1.2% of the principal amount of the Certificates, exclusive of any original issue discount which does not represent compensation to the Underwriter. E. A Continuing Disclosure Certificate pursuant to which the City, will provide certain annual information and material event disclosures to the municipal bond market as provided therein. Section 7. The Council hereby approves the Preliminary Official Statement, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the Finance Director, or the designee of any such official. The Council authorizes and directs the Mayor, the City Manager or the Finance Director, or the designee of any such official, 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. Section 8. The Mayor, the City Manager or the Finance Director, or the designee of any such official, is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute the Final Official Statement, dated as of the date of the sale of the Certificates, 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) were, at the time of sale of the Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the Certificates, contain any untrue statement of a material fact with respect to the City, its finances, the Property and the Project or omit to state material facts with respect to the City 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 Mayor, the City Manager or the Finance Director, or the designee of any such official, shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the final R:/Resos 2008/Resos 08-21 2 I I I Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor, the City Manager or the Finance Director, or the designee of any such official, 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 City. Section 9. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates. Section 10. The Mayor, the City Manager, the Finance Director, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to solicit proposals for municipal bond insurance for the Certificates and a reserve fund surety bond in lieu of cash funding a reserve fund for the Certificates. The Council hereby ratifies prior solicitations for any such municipal bond insurance or reserve fund surety bonds. The Finance Director, or her designee, is hereby authorized to determine if such municipal bond insurance and/or reserve fund surety bond is financially advantageous to the City and if it is determined that such municipal bond insurance and/or reserve fund surety bond is financially advantageous to the City and a commitment therefor is received, the Finance Director, or her designee, is hereby authorized to accept such commitment and to revise the legal documents as may be appropriate to provide for such items. Section 11. The Mayor, the City Manager, the Finance Director, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to affect the purposes of this resolution and the financing herein authorized. Section 12. All actions heretofore taken by the officers and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 13. This Resolution shall take effect upon its adoption by this Council. R:/Resos 2008/Resos 08-21 3 I I I PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 12th day of February, 2008. -~ ~~~ Michael . N ggar, Mayor ATTEST: STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 08-21 was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 12th day of February, 2008, by the following vote: AYES: 5 COUNCIL MEMBERS: Comerchero, Edwards, Roberts, Washington, Naggar NOES: 0 COUNCIL MEMBERS: None ABSENT: 0 COUNCIL MEMBERS: None ABSTAIN: 0 COUNCIL MEMBERS: None . Jones, MMC City Clerk R:/Resos 200B/Resos 08-21 4