12-265 RESOLUTION NO. 12-265
RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION
OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE
CALIFORNIA MUNICIPAL FINANCE AUTHORITY AND APPROVING THE
ISSUANCE OF REVENUE BONDS BY THE AUTHORITY FOR THE PURPOSE
OF FINANCING OR REFINANCING THE ACQUISITION, CONSTRUCTION
AND IMPROVEMENT, RENOVATION AND EQUIPPING OF CERTAIN PUBLIC
CHARTER SCHOOL FACILITIES FOR THE BENEFIT OF SANTA ROSA
ACADEMY, INCORPORATED (OR AN AFFILIATE THEREOF)
WHEREAS, pursuant Chapter 5 of Division 7 of Title 1 of the Government Code of the
State of California (the "Act"), certain public agencies (the "Members") have entered into a Joint
Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as
of January 1, 2004 (the "Agreement") in order to form the California Municipal Finance Authority
(the "Authority"), for the purpose of promoting economic, cultural and community development,
and in order to exercise any powers common to the Members, including the issuance of bonds,
notes or other evidences of indebtedness; and
WHEREAS, The City of Menifee (the "City"), has determined that it is in the public
interest and for the public benefit that the City become a Member of the Authority in order to
facilitate the promotion of economic, cultural and community development activities in the City,
including the financing of projects therefor by the Authority; and
WHEREAS, there is now before this City Council (the "City Council") the form of the
Agreement; and
WHEREAS, the Agreement has been filed with the City, and the members of the City
Council, with the assistance of its staff, have reviewed said document; and
WHEREAS, the Authority is authorized to issue and sell revenue bonds for the purpose,
among others, of financing or refinancing the construction of capital projects; and
WHEREAS, Santa Rosa Academy, Incorporated (the "Borrower") has requested that the
Authority issue and sell revenue bonds in the maximum principal amount of $24,000,000 (the
"Bonds") for the purpose of making a loan to the Borrower (or an affiliate thereof), to enable the
Borrower to (1) finance or refinance the costs of the acquisition, construction, improvement,
renovation and equipping of certain public charter school facilities located at 27587 La Piedra
Road in the City of Menifee, California (the "Facilities"); (2) pay capitalized interest on the
Bonds; (3) fund one or more reserve funds with respect to the Bonds and (4) pay certain
expenses incurred in connection with the issuance of the Bonds (the "Project'); and
WHEREAS, in order for the interest on the Bonds to be tax-exempt, Section 147(f) of the
Internal Revenue Code of 1986, as amended (the "Code"), requires that an "applicable elected
representative" of the governmental unit, the geographic jurisdiction of which contains the site of
facilities to be financed with the proceeds of the Bonds, hold a public hearing on the issuance of
the Bonds and approve the issuance of the Bonds following such hearing; and
WHEREAS, the Authority has determined that the City Council is an "applicable elected
representative" for purposes of holding such hearing; and
4837-4383-2335.1 1
WHEREAS, the Authority has requested that the City Council approve the issuance of
the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f)
of the Code and, the requirements of Section 4 of the Agreement; and
WHEREAS, notice of such public hearing has been duly given as required by the Code,
and this City Council has heretofore held such public hearing at which all interested persons
were given an opportunity to be heard on all matters relative to the financing or refinancing of
the Project and the Authority's issuance of the Bonds therefor; and
WHEREAS, it is in the public interest and for the public benefit that the City Council
approve the issuance of the Borsds by the Authority for the aforesaid purposes;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL, AS FOLLOWS;
Section 1. The foregoing resolutions are true and correct.
Section 2. The Agreement is hereby approved and the Mayor, or designee thereof is
hereby authorized and directed to execute said document, and the City Clerk or such Clerk's
designee is hereby authorized and directed to attest thereto.
Section 3. The City Council hereby approves the issuance of the Bonds by the
Authority. It is the purpose and intent of the City Council that this resolution constitute approval
of the issuance of the Bonds (a) by the "applicable elected representative" of the governmental
unit having jurisdiction over the area in which the Project is located in accordance with
Section 147(f) of the Code and; (b) by the City Council in accordance with Section 4 of the
Agreement.
Section 4. The issuance of the Bonds shall be subject to the approval of the
Authority of all financing documents relating thereto to which the Authority is a party. The City
shall have no responsibility or liability whatsoever with respect to the Bonds.
Section 5. The adoption of this Resolution shall not obligate the City or any
department thereof to (i) provide any financing to acquire or construct the Project or any
refinancing of the Project; (ii) approve any application or request for or take any other action in
connection with any planning approval, permit or other action necessary for the acquisition,
rehabilitation or operation of the Project; (iii) make any contribution or advance any funds
whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its
membership therein.
Section 6. The executing officers(s), the Clerk and all other proper officers and
officials of the City/County are hereby authorized and directed to execute such other
agreements, documents and certificates, and to perform such other acts and deeds, as may be
necessary or convenient to effect the purposes of this Resolution and the transactions herein
authorized.
Section 7. The Clerk shall forward a certified copy of this Resolution and an
originally executed Agreement to the Authority in care of its counsel:
Harriet M. Welch, Esq.
Squire Sanders (US) LLP
555 South Flower St., Suite 3100
Los Angeles, CA 90071-2300
4837-4383-2335.1 2
Section 8. This resolution shall take effect immediately upon its passage.
ADOPTED by the City Council of the City of Menifee at a regular meeting of the City
Council held on the 1St day of May, 2012.
r
John V. Denver, Mayor
ATTEST: APOV D AS TO F
Kathy Bennett, City Clerk J e . Fletcher, City At orney
4837-4383-2335.1 3
SIGNATURE PAGE FOR JPA AGREEMENT
r
IN WITNESS WHEREOF, the CITY OF MENIFEE has caused this Agreement to
be executed and attested by its Mayor, or designee as of the 1 st day of May, 2012.
Member:
CITY OF MENIFEE
V 44<"
B1�v
Name: J1bhn V. Denver
Title: Mayor
ATTEST:
J�6�
Kathy Bennett, City Clerk
4837-4383-2335.1 4
i
Wallace W.Edgerton STATE OF CALIFORNIA )
Mayor COUNTY OF RIVERSIDE )ss
Fred Twyman CITY OF MENIFEE )
Vice Mayor
I, Kathy Bennett, City Clerk of the City of Menifee, do hereby certify that the
John V.Denver foregoing Resol0fion No. 12-265 was duly adopted by the City Council of the City
Councilmember of Menifee at a meeting thereof held on the 1"day of May, 2012 by the following
Darcy Kuenzi
vote:
Councilmember
Ayes: Denver, Edgerton, Fuhrman, Kristjansson, Kuenzi
Thomas Fuhrman Noes: None
Councilmember Absent: None
Abstain: None
Kathy Bennett, City Clerk
29714 Haun Road
Menifee,CA 92586
Phone 951.672.6777
Fax 951.679.3843
vwvw.cityofinenifee.us