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HomeMy WebLinkAbout01-103 CC ResolutionRESOLUTION NO. 01-103 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS, AUTHORIZING AND DIRECTING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE AGREEMENT AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the Temecula Community Services District (the "District"), working together with the Temecula Public Facilities Financing Corporation, has heretofore caused Certificates of Participation (Community Recreation Project), Series 1992 (the "Prior Certificates") to be executed and delivered in the aggregate principal amount of $5,380,000, the proceeds of which were used to finance the construction of a community recreation center (the "1992 Project"); WHEREAS, the obligations of the District with respect to the Prior Certificates have been assumed by the City of Temecula (the "City") and are payable from a special tax levied by the City for purposes of operating, maintaining and servicing public parks and recreational facilities, recreational and community services programs, median landscaping, arterial street lights and traffic signals throughout the City and administrative expenses incurred by the City in connection therewith, which special tax was approved by more than 2/3 of the ballots cast in connection therewith at an election held on March 4, 1997; WHEREAS, the City, working together with the Temecula Public Financing Authority (the "Authority"), proposes to refinance the 1992 Project and, therefore, to refund the Prior Certificates, and finance the construction of a portion of certain new capital improvements consisting of a community sports park (the "2001 Project"), and it is in the public interest and for the public benefit that the City authorize and direct execution of the Installment Sale Agreement (hereinafter defined) and certain other financing documents in connection therewith; WHEREAS, a preliminary official statement containing information material to the offering and sale of the 2001 Certificates described below (the "Preliminary Official Statement") has been prepared; and WHEREAS, the documents below specified have been filed with the City Clerk and the members of the City Council, with the aid of its staff, have reviewed said documents; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Temecula as follows: Section 1. Certificates of Participation (2001 Capital Improvement Financing Project) (the "2001 Certificates") are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined, to provide for the refinancing of the 1992 Project and, therefore, the refunding of the Prior Certificates, and the financing of the 2001 Project. R:/Resos 2001/Resos 01-103 I Section 2. The below-enumerated documents, substantially in the form on file with the City Clerk, be and are hereby approved and the Mayor or the City Manager, or the designee thereof, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions deemed advisable by the City Attorney, and the City Clerk is hereby authorized and directed to attest to such official's signature: (a) an installment sale agreement, relating to the 1992 Project and the 2001 Project (collectively, the "Project"), by and between the Authority, as seller, and the City, as purchaser (the "Installment Sale Agreement"), so long as the total principal amount thereof does not exceed $7,000,000, the maximum annual installment payments thereunder do not exceed $600,000 and the term thereof does not exceed 20 years; (b) a trust agreement, by and among the Authority, the City and U.S. Bank Trust National Association, as trustee (the 'q'rust Agreement"), relating to the financing, and the execution and delivery of the 2001 Certificates; and (c) a purchase agreement, by and between Stone & Youngberg LLC, as underwriter (the "Underwrite¢') and the City, relating to the purchase by the Underwriter of the 2001 Cedificates, so long as the Underwriter's discount does not exceed 2.25% of the principal amount of the 2001 Certificates, exclusive of any original issue discount which does not represent compensation to the Underwriter. Section 3. The Preliminary Official Statement describing the financing, substantially in the form on file with the City Clerk, with such changes, insertions and omissions as may be approved by the Mayor or the City Manager, or the designee thereof, is hereby approved. The Board authorizes and directs the Mayor or the City Manager, or the designee thereof, on behalf of the City, to deem '~[inal" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the Underwriter. Section 4. The Mayor or the City Manager, or the designee thereof, is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of the sale of the 2001 Certificates, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the 2001 Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the 2001 Certificates, and does not, as of the date of delivery of the 2001 Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in light of the circumstances under which it was made. The Mayor or the City Manager, or the designee thereof, shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor or the City Manager, or the designee thereof, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the City. Section 5. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the 2001 Certificates. R:/Resos 2001/Resos 01-103 2 Section 6. The Mayor, the City Manager, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the financing herein authorized. Section 7. This Resolution shall take effect upon its adoption by this Board. PASSED, APPROVED AND ADOPTED, by the City Council of the City of Temecula, at a meeting held on the 27th day of November, 2001 ATTEST: [SEAL] Jeff Comercnero, Mayor STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan Jones, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. 01-103 was duly adopted at a special meeting of the City Council of the City of Temecula on the 27th day of November, 2001, by the following roll call vote: AYES: 4 COUNCILMEMBERS: Naggar, Roberts, Stone, Comerchero NOES: 0 COUNCILMEMBERS: None ABSENT: 1 COUNCILMEMBERS: Pratt ABSTAIN: 0 COUNCILMEMBERS: None ~ City Clerk R:/Resos 2001/Resos 01-103 3