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HomeMy WebLinkAbout11-11 TPFA Resolution RESOLUTION NO. TPFA 11-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN CONNECTION WITH THE REFUNDING OF THE CITY OF TEMECULA CERTIFICATES OF PARTICIPATION (2001 CAPITAL IMPROVEMENT FINANCING PROJECT) AND THE CITY OF TEMECULA CERTIFICATES OF PARTICIPATION (2008 TEMECULA CIVIC CENTER FINANCING PROJECT), AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City, working together with Temecula Public Financing Authority (the "Authority"), has heretofore caused the execution and delivery of (a) the $6,465,000 Certificates of Participation (2001 Capital Improvement Financing Project) (the "2001 Certificates") evidencing direct, undivided fractional interests of the owners thereof in installment payments to be made by the City as the purchase price for certain property pursuant to an installment sale agreement with the Authority, to finance and refinance the construction of various community recreation facilities, and (b) the $24,535,000 Certificates of Participation (2008 Temecula Civic Center Financing Project) (the "2008 Certificates") evidencing direct, undivided fractional interests of the owners thereof in lease payments to be made by the City as the rental for certain property pursuant to a lease agreement with the Authority to finance the construction of the Temecula Civic Center. Section 2. The 2001 Certificates are currently outstanding in the principal amount of $3,860,000, and the 2008 Certificates are currently outstanding in the principal amount of $23,210,000. Section 3. The City has determined at this time, due to prevailing interest rates in the municipal bond market and for other reasons, to refinance its obligations with respect to the 2001 Certificates and the 2008 Certificates. Section 4. It is in the public interest and for the public benefit that the Authority authorize and direct execution of certain financing documents in connection therewith. Section 5. The documents below specified have been filed with the Authority and the members of the Board, with the aid of its staff, have reviewed said documents. R:/TPFA Resos 2011/TPFA 11-11 1 NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 6. The below-enumerated documents, substantially in the forms on file with the Secretary, be and are hereby approved, and the Chairman or the Executive 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, the execution thereof to be conclusive evidence of such approval, and the Secretary is hereby authorized and directed to attest to such official's signature: A. A site and facility lease, between the City, as lessor, and the Authority, as lessee (the "Site and Facility Lease"), pursuant to which the City will lease certain existing real property and the improvements thereon (the "Property") to the Authority; 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. An assignment agreement, by and between the Authority and Compass Mortgage Corporation (the "Assignee"), pursuant to which the Authority will assign certain of its rights under the Site and Facility Lease and the Lease Agreement, including its right to receive lease payments thereunder, to the Assignee; D. A letter agreement for purchase among Compass Mortgage Corporation, the Authority and the City, whereby Compass Mortgage Corporation agrees to acquire the rights of the Authority to the lease payments to be made by the City under the Lease Agreement and the rights of the Authority under the Site and Facility Lease; and, E. A termination agreement, by and among the City, U.S. Bank National Association, as Trustee for the 2008 Certificates (the "2008 Trustee") and the Authority, whereby the City, the Authority and the 2008 Trustee agree to terminate the documents relating to the 2008 Certificates. Section 7. The Chairman, the Executive Director, the Treasurer, the Secretary and other officials of the Authority are hereby authorized and directed to execute such other agreements, documents and certificates and to take such other actions as may be necessary to effect the purposes of this resolution and the lease financing herein authorized. Section 8. This Resolution shall take effect upon its adoption by the Board. R:/TPFA Resos 2011/TPFA 11-11 2 PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority of the City of Temecula this 22" day of November, 2011. Ron oberts, Chairperson ATTEST: usan . Jones, MMC Ci rk/Board cretary [SEAL] R:ITPFA Resos 2011/TPFA 11-11 3 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula Public Financing Authority of the City of Temecula, do hereby certify that the foregoing Resolution No. TPFA 11-11 was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority of the City of Temecula at a meeting thereof held on the 22" day of November, 2011, by the following vote: AYES: 5 BOARD MEMBERS: Comerchero, Edwards, Naggar, Washington, Roberts NOES: 0 BOARD MEMBERS: None ABSENT: 0 BOARD MEMBERS: None ABSTAIN: 0 BOARD MEMBERS: None r usan . Jones, MMC . City C oard Secretary R:/TPFA Resos 2011/TPFA 11-11 4