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11-235 CITY OF MENIFEE RESOLUTION NO. 11-235 RESOLUTION APPROVING THE EXECUTION AND DELIVERY OF CALIFORNIA: COMMUNITIES GAS TAX REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2011B (T.R.I.P. — TOTAL ROAD IMPROVEMENT PROGRAM) PURSUANT TO A TRUST AGREEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, CERTIFICATE PURCHASE AGREEMENT AND AN INSTALLMENT SALE AGREEMENT, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH CERTIFICATES, THE ENTERING INTO OF AN AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT, AND AUTHORIZING THE FILING OF A VALIDATION ACTION AND OTHER MATTERS RELATING THERETO WHEREAS, the California Statewide Communities Development Authority (the "Authority") is empowered to assist the City of Menifee (the "Local Agency') in financing certain public capital improvements pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act") and pursuant to that certain Amended and Restated Joint Exercise of Powers Agreement among a number of California cities, counties and special districts, including the City of Menifee, dated June 1, 1988; WHEREAS, the legislative body (the "Legislative Body") of the Local Agency has determined that the design, acquisition and construction of certain roadway improvements and street resurfacing, (as more fully described in the herein defined Installment Sale Agreement, the"Project") is necessary and proper for,and for the common benefit of, the Local Agency, and under the terms of applicable law, the payment for such Project may be made from motor vehicle fuel tax revenues received by the Local Agency from the State of California, and deposited into the Gas Tax Fund, as defined in the Installment Sale Agreement; WHEREAS, in order to achieve a lower net interest cost and lower costs of issuance in connection with financing the acquisition of the Project, the Local Agency has determined to participate with certain other local agencies which are also members of the Authority (collectively, the "Local Agencies") in the California Communities Total Road Improvement Program (TRIP) (the "Program") established by the Authority to finance street improvement projects, such as the Project; WHEREAS, pursuant to the Program the Authority will acquire and construct the Project for, and sell the Project to, the Local Agency, pursuant to an Installment Sale Agreement by and between the Local Agency and the Authority, in the form presented to this meeting (with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Installment Sale Agreement"); WHEREAS, the Local Agency desires to authorize the execution and delivery of additional Contracts, as defined in the Installment Sale Agreement, in the future from time to time for the purpose of financing the design, acquisition and construction of additional roadway improvements and street resurfacing, which are necessary and proper for, and for the common benefit of, the Local Agency, the payment for which may be made from motor vehicle fuel tax Resolution No. I1-235 TRIP Financing revenues received by the Local Agency from the State of California, and deposited into the Gas Tax Fund; WHEREAS, installment sale payments payable in connection with the installment sale agreement of each local agency participating in the Program will be combined, and Wells Fargo Bank, National Association, as trustee (the "Trustee"), pursuant to a Trust Agreement, among the Authority, the Trustee and the Loral Agencies (such Trust Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Trust Agreement"), will execute and deliver California Communities Gas Tax Revenue Certificates of Participation, Series 2011 B (T.R.I.P. — Total Road Improvement Program) (the "Certificates"), which evidence and represent proportionate and undivided interests in such combined installment sale payments; WHEREAS, the Authority may determine that securing the timely payment of the principal and interest evidenced by the Certificates by obtaining a bond insurance policy (a "Certificate Insurance Policy") with respect thereto issued by a municipal bond insurer (a "Certificate Insurer") could be economically advantageous to the Local Agencies; WHEREAS, E. J. De La Rosa & Co., Inc., or such other investment banking firm as may be selected in the sole discretion of the Authority (the "Underwriter"), has submitted to the Local Agencies and the Authority a proposed form of an agreement to purchase the Certificates in the form of a Certificate Purchase Agreement(the 'Certificate Purchase Agreement"); WHEREAS, a form of the Preliminary Official Statement (the 'Preliminary Official Statement") to be distributed in connection with the public offering of the Certificates has been prepared; WHEREAS,the Local Agency is a member of the Authority and the Project is to be located within the boundaries of the Local Agency; WHEREAS, the Local Agency hereby finds that the financing of such public capital improvements within the Local Agency will result in significant pubtic benefits in the form of demonstrable savings in effective interest rates, and the more efficient delivery of Local Agency services to residential and commercial development; WHEREAS, on this date, the Local Agency held a public hearing on the financing of such public capital improvements within the Loral Agency in accordance with Section 6586.5 of the Act; WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in a newspaper of general circulation in the City of Menifee; WHEREAS, in order to participate in the Program, the Authority requires that the Local Agency enter into and execute the Amended and Restated Joint Exercise of Powers Agreement Relating to the California Statewide Communities Development Authority (CSCDA), dated June 1, 1988 (the "Amended Agreement"), pursuant to which the Authority is in existence and operates; WHEREAS, the City of Menifee wishes at this time to execute the Amended and Restated Joint Exercise of Powers Agreement relating to the California Statewide Communities 2 Resolution No. 11-235 TRIP Financing Development Authority (CSCDA), dated June 1, 1988 (the "Amended Agreement") in order to take advantage of the Authority's opportunities for local entities to access low-cost, tax-exempt financing for projects. WHEREAS, there is now before the Legislative Body a form of the Amended Agreement; WHEREAS, this Legislative Body, following careful review and consideration, hereby determines that it is in the public interest and for the public benefit of the Local Agency to enter into and authorize the execution of the Amended Agreement; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Local Agency is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE LEGISLATIVE BODY OF THE CITY OF MENIFEE, as follows: Section 1. The foregoing recitals herein contained are true and correct and the Legislative Body so finds. Section 2. The Project is hereby approved. Any of the Authorized Officers designated in Section 9 hereof (the "Authorized Officers') are authorized to implement the Project in accordance with the provisions of the Installment Sale Agreement and this Resolution. Section 3. The form of the Installment Sale Agreement, on file with the Clerk of the Legislative Body, is hereby approved, and the Authorized Officers, are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Installment Sale Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the installment sale payments shall not exceed $20,000,000, the true interest cost applicable to the interest components of the installment payments shall not exceed 8.00% per annum and the final principal installment due on the Installment Agreement shall be no later than June 1, 2051. Pursuant to the terms of the Installment Sale Agreement, the Legislative Body further authorizes the execution and delivery of additional Contracts in the future from time to time for the purpose of financing the design, acquisition and construction of additional roadway improvements and street resurfacing, which are necessary and proper for, and for the common benefit of, the Local Agency, the payment for which may be made from motor vehicle fuel tax revenues received by the Local Agency from the State of California, and deposited into the Gas Tax Fund. Section 4. The form of Trust Agreement, on file with the Clerk of the Legislative Body, is hereby approved, and the Authorized Officers, are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Trust Agreement in substantially said form, with such changes, insertions and omissions therein as 3 vt� Resolution No. 11-235 TRIP Financing the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The execution and delivery of the Certificates, on the terms and conditions set forth in, and subject to the limitations specified in, the Trust Agreement and the Installment Sale Agreement, is hereby authorized and approved. The Certificates shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and�redemption, shall be issued in the form and shall be as otherwise provided in the Trust Agreement, as the same shall be completed. Section 5. The form of Certificate Purchase Agreement, on file with the Clerk of the Legislative Body, Including the form of the Pricing Confirmation set forth as an exhibit thereto (the "Pricing Confirmation") is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Certificate Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the underwriter's discount for the sale of the Certificates shall not exceed 1.00% of the aggregate principal amount of the principal components of the installment sale payments payable under the Installment Sale Agreement. Delivery of an executed copy of the Pricing Confirmation by fax or telecopy shall be deemed effective execution and delivery for all purposes. Section 6. The form of Preliminary Official Statement, on file with the Clerk of the Legislative Body, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Certificates is hereby authorized and approved. Any one of the Authorized Officers is hereby authorized and directed to provide the Underwriter with such information relating to the Local Agency as they shall reasonably request for inclusion in the Preliminary Official Statement and Official Statement. Upon inclusion of the information relating to the Local Agency therein, the Preliminary Official Statement is, except for certain omissions permitted by Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"), hereby deemed final within the meaning of the Rule; provided that no representation is made as to the information contained in the Preliminary Official Statement relating to the other Local Agencies or any Certificate Insurer or Certificate Insurance Policy. If, at any time prior to the end of the underwriting period, as defined in the Rule, any event occurs as a result of which the information contained in the Preliminary Official Statement relating to the Local Agency might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Local Agency shall promptly notify the Underwriter. The Authority is hereby authorized and directed, at or after the time of the sale of the Certificates, for and in the name and on behalf of the Local Agency, to execute 6 final Official Statement in substantially the form of the Preliminary Official Statement presented to this meeting, with such additions thereto or changes therein as the Authority may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The Authority is hereby authorized to apply for a Certificate Insurance Policy for the Certificates and to obtain such insurance if the present value cost of such insurance is less than the present value of the estimated interest savings with respect to the Certificates. Section 8. The form of Installment Sale Agreement provides that Measure A Revenues, as a category of Other Available Revenues, as those terms are respectively defined in the Installment Sale Agreement, may be used to make 2011 Installment Sale Payments. Prior to the execution and delivery of the Installment Sale Agreement, the Authorized Officers, in 4 Y � Resolution No. 11-235 TRIP Financing consultation with the City's Financial Advisor for the Program, shall determine if significant interest rate savings could be achieved through a formal pledge of Measure A Revenues to the payment of 2011 Installment Sale Payments; and if so determined, the Installment Sale Agreement may be amended to reflect such pledge, subject to any then outstanding commitment or pledge of Measure A Revenues, such amendment to be conclusively evidenced by the execution and delivery of the Installment Sale Agreement. Section 9. The Authorized Officers are, and each of them is, authorized and directed, for and in the name of the Local Agency, to instruct Orrick, Herrington & Sutcliffe LLP, as special counsel to the Program to bring a validation action under Section 860 of the California Code of Civil Procedure to determine the legality and validity of the Installment Sale Agreement, the Trust Agreement, the Certificates and the other documents and proceedings authorized pursuant to this Resolution and to execute and return the fee agreement for such services on file with the Clerk. Section 10. The Authorized Officer designated below and any and all other officers, agents and employees of the Local Agency are hereby authorized and directed to take any and all actions and execute and deliver any and all documents necessary or convenient to accomplish the purposes of this Resolution. Authorized Officers: TITLE (1) Mayor (2) City Manager (3) Finance Director Section 11. The Amended Agreement is hereby approved and any one of the Authorized Officers is hereby authorized and directed to execute the Amended Agreement, with such changes, insertions and omissions as may be approved by such official and the Clerk of the Local Agency is hereby authorized and directed to attest the same. Section 12. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 13. This Resolution shall be in full force and effect upon its adoption. Approved and Adopted this a day of Septem r, 2011. Ilace W. Ed erton, Mayor 5 Y I' Resolution No. 11-235 TRIP Financing Attest:&lx al Kathy Bennett, City Clerk Approved as to form: Karen Feld, City Attorney • 6 09 L Nallace W.Edgerton STATE OF CALIFORNIA ) Mayor COUNTY OF RIVERSIDE )as John V.Denver CITY OF MENIFEE ) Mayor Pro Tem I, Kathy Bennett, City Clerk of the City of Menifee, do hereby certify that the Darcy Kuenzl foregoing Resolution No. 11-235 was duly adopted by the City Council of the City Counciimember of Menifee at a meeting thereof held on the 6'day of September, 2011 by the Thomas Fuhrman following vote: Counciimember Ayes: Denver, Edgerton, Fuhrman, Kristjansson, Kuenzi Sue Kristtansson Noes: None Councilmember Absent: None Abstain: None Kathy Bennett, City Clerk 29714 Haun Road Menifee,CA 92586 Phone 951.672.6777 Fax 951.6793843 wmatyofinenifee.us