1997-23 RESOLUTION NO. 97-23
RESOLUTION OF THE CITY OF GRAND TERRACE, SAN
BERNARDINO COUNTY, CALIFORNIA, AUTHORIZING
AND DIRECTING EXECUTION, SALE AND DELIVERY OF
NOT TO EXCEED$4,000,000 REFUNDING CERTIFICATES
OF PARTICIPATION, ISSUE OF 1997; PLEDGE OF
MOTOR VEHICLE LICENSE FEES; EXECUTION OF
FINANCING AGREEMENTS; ACTIONS NECESSARY FOR
THE CLOSING INCIDENT TO THE TRANSACTION; AND
DESIGNATING AUTHORIZED OFFICER(S)
WHEREAS, the City of Grand Terrace Public Financing Authority (the "Authority")
and the City of Grand Terrace ("City") desire to refund certain outstanding bonds, specifically
the$3,370,000 Grand Terrace Public Financing Authority 1991 Lease-Purchase Revenue Bonds,
Series A (the "Refunding Bonds") by causing the execution, sale and delivery of not to exceed
$4,000,000 Refunding Certificates of Participation, Issue of 1997.
WHEREAS, the City has determined that it is in the best interests and for the common
benefit of the residents and landowners of the City of Grand Terrace that the refunding be
accomplished as follows:
(a) The refunding shall be accomplished by an agreement to lease the City
Administration Building, pursuant to a Lease Agreement by and between the City
and Authority (the "Lease Agreement");
(b) The Lease Agreement shall be assigned to First Trust of California, National
Association (the "Trustee"), pursuant to the Assignment Agreement by and
_ between the Authority and the Trustee (the "Assignment Agreement");
(c) The Certificates shall be executed by the Trustee, pursuant to the Trust
Agreement by and among the City, the Authority and the Trustee (the "Trust
Agreement");
(d) The principal and interest on the Certificates shall be paid by Lessee (the "Lease
Payments") to be made by the City to the Trustee from any lawfully available
revenues of the City;
(e) The Trustee will act for and on behalf of the owners of the Certificates and will
administer the proceeds for the sale of the Certificates, pursuant to the Trust
Agreement; and
WHEREAS, all agreements for the execution and delivery of the Refunding Certificates
are on file in the office of the City.
NOW THEREFORE, the City Council of 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. Authorization for Execution and Delivery of Certificates. The City
Council hereby authorizes and directs the execution and delivery of not to exceed $4,000,000
Refunding Certificates of Participation, Issue of 1997 (the "Certificates") in accordance with the
terms and conditions set forth in the Lease and the Trust Agreement.
Section 3. Approval of Preliminary Official Statement and Official Statement.
The Preliminary Official Statement and Official Statement are hereby approved and the
Authorized Officer(s) of the City is hereby authorized and directed to make such modifications
to the Preliminary Official Statement and the Official Statement as may be necessary to
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accurately disclose the financial condition of the City, the nature and extent of the refunding,
the terms and conditions for the execution, sale and delivery of the refunding Certificates and
any other information material thereto.
Section 4. Authorized Officer(s). The City Council hereby approves and authorizes and
designates Byron Matteson and Thomas Schwab 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 5. Approval of Agreements. The City Council hereby approves and directs
the Authorized Officer(s) to execute, for and in the name and on behalf of the City, the
documents specified as follows:
(a) Lease Agreement
(b) Assignment Agreement;
(c) Trust Agreement;
(d) Agency Agreement; and
(e) Preliminary Official Statement and Official Statement
(the "Financing Agreement") in substantially the form on file with the City and authorizes and
directs the Authorized Officer(s) to approve modifications in the Financing Agreements up to
the time of delivery of the Certificates to the purchaser thereof.
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Section 6. Approval of Purchase Agreement: Conditions. The Purchase Agreement is
hereby approved in substantially the form on file with the City.
Section 7. Execution of Purchase Agreement. The City Council hereby authorizes
and directs its Authorized Officer(s) to execute the Purchase Agreement, for and in the name
and on behalf of the Authority, upon final pricing of the Certificates by the Underwriter
provided that:
(a) The Certificates shall be sold to the Underwriter for not less than 98.0% of par
not including original issue discount, if any;
(b) No Certificate shall bear interest at a rate in excess of 7.0% per annum;
(c) The initial re-offering price for the Certificates shall be as set forth in Exhibit "A"
of the Purchase Agreement; and
(d) The Underwriter shall pay accrued interest from the original issue date on all
Certificates to the date of delivery thereof to the Underwriter and provided further that the
Underwriter shall demonstrate to the satisfaction of the Authorized Officer(s) that the final
pricing is consistent with current market conditions for comparable tax exempt securities.
Section 8. 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:
(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
this City Council; and
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(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 9. Ratification. The City Council hereby ratifies and confirms all actions
heretofore taken by this Board of Directors in connection with the execution, sale and delivery
of the Certificates.
Section 10. Pledge of Motor Vehicle License Fees. City hereby pledges as security for
its Lease Payments those Motor Vehicle License Fees derived from the City's apportionment of
the Motor Vehicle License Fee levied by the State Controller pursuant to the California Revenue
and Taxation Code Sections 11001 et. seq., pursuant to California Government Code Section
37351.5.
- Section 11. Effective Date. This Resolution shall take effect upon adoption.
Councilmembers Hilkey, Singley, and Garcia; Mayor Pro Tem
AYES. Buchanan; Mayor Matteson
NOES: None
ABSENT: None
ABSTENTIONS: None
MAYO
ATTEST:
Brenda Stanfill, City Clerk
APPROVED S TO FORM:
John . Harper, Cit Attorney
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I, BRENDA STANFILL, CITY CLERK for the City of Grand Terrace, City Council DO
HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution
No.97-23of said City Council, and that the same has not been amended or repealed, and the
same appears in the Minutes of July 22, 1997 said City Council.
�a--'
Brenda Stanfill, City Clerk