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1997-09 RESOLUTION NO. 97-09 RESOLUTION OF THE CITY COUNCIL OF THE CITY GRAND TERRACE, SAN BERNARDINO COUNTY, CALIFORNIA, AUTHORIZING THE EXECUTION, SALE AND DELIVERY OF NOT TO EXCEED $4,000,000 REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 1997 WHEREAS, the City of Grand desires to refund certain outstanding bonds, specifically the$3,370,000 Grand Terrace Public Financing Authority 1991 Lease Purchase Reserve Bonds, Series A (the "Refunded Bonds"); and WHEREAS, the City of Grand Terrace (the "City") now desires to refund the bonds by the issuance of not-to-exceed $4,000,000 Certificates of Participation, Series 1997; and WHEREAS, the City Council has determined it is in the best interest and for the common benefit of the residents and landowners that the refunding be accomplished as follows: (a) The refunding shall be accomplished by the issuance not to exceed $4,000,000 City of Grand Terrace Certificates of Participation, Series of 1997 (the "Certificates"), pursuant to a Trust Agreement by and among a trustee, the Public Financing Authority (the "Authority"), and the City; and (b) The principal and interest on the Certificates shall be paid by lease payments to be made by the City to the Authority, which in turn, will make debt service payments to the trustee for payment to the holders of the Certificates; and WHEREAS, proposals for services to be rendered incident to the transaction are on file with the City; NOW, THEREFORE, the City Council for the City of Grand Terrace does hereby RESOLVE DETERMINE AND ORDER as follows: SECTION 1. Recitals. The above recitals are all true and correct. SECTION 2. Designations. The City Council hereby designates: (a) Harper & Burns LLP to act as bond counsel. (b) C.M. de Crinis and Company, Inc. to act as financial advisor. (c) First Trust of California, National Association to act as trustee under the Trust Agreement and as escrow Holder. (d) Spelman and Company, Inc., to serve as underwriter. (e) McGladrey & Pullen, LLP to act as escrow verification consultant. (f) Fulbright & 7awors1d, LLP to act as disclosure counsel. SECTION 3. Authorized Officer(s). The City Council hereby approves and authorizes and designates Thomas Schwab, City Manager, and in his absence, Bernard Simon, Finance Director, as the Authorized Officer(s) of the City for the purposes specified as follows: (a) Executing the agreements and other documents incident to and necessary for execution, sale and delivery of the Certificates; and (b) Executing any and all certificates requesting disbursement of the proceeds from the sale of the Certificates, pursuant to the Trust Agreement. SECTION 4. Approval of Proposals for Services. The City Council hereby approves and authorizes its officers to execute, for and in the name of the City, the proposals for services specified under Section 2 in substantially the form on file in the office of the City. SECTION 5. Closing Documents. The City Council hereby authorizes and directs the Authorized Officer(s) and such other officers of the City as may be appropriate, jointly and severally, for and in the name and on behalf of the City: 2 (a) To execute all closing documents in connection with the Certificates; (b) To execute and deliver any and all things and to take any and all actions which may be necessary or advisable in their discretion to fulfill the actions heretofore approved by the Certificates; and (c) To make such filings, amendments, consents, undertakings or agreements as may be required to affect and maintain any qualifications or exemptions existing or to be obtained under the laws of the State of California and the laws of the United States of America. SECTION 6. Ratification. The City Council hereby ratifies and confirms all actions heretofore taken by this City Council in connection with the execution, sale and delivery of the Certificates. SECTION 7. Effective Date. This Resolution shall take effect upon adoption. NOES: Councilmembers Hilkey, Singley, and Garcia; Mayor Pro Tem Buchanan; Mayor Matteson ABSENT:None ABSTENTIONS:None Ma r ATTEST: Brenda Stanfill, City Oferk APPROVED AS TO FORM AND CONTENT JOHN R. HARPER CITY ATTORNEY 3 - STATE OF CALIFORNIA ) SAN BERNARDINO COUNTY )ss. CITY OF GRAND TERRACE ) I, BRENDA STANFILL, CITY CLERK FOR THE CITY OF GRAND TERRACE, DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 97-og-Was regularly introduced and adopted by the Members of the City of Grand Terrace, California, at a regular meeting thereof held on the 12th day of June , 1997. AYES: Councilmembers Hilkey, Singley, and Garcia; Mayor Pro Tea Buchanan; Mayor Matteson NOES: None ABSENT: None ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Grand Terrace, California this 12th day of June , 1997. BRENDA STANFILL, 6TY CLERK [SEAL] 4