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HomeMy WebLinkAbout92-001 PFFC ResolutionRESOLUTION NO. PFFC 9201 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEIVIECI~A PUBLIC FACILITIES FINANCING CORPORATION AUTHORIZING THE PRF. PARATION, SALE AND DELIVERY OF NOT TO EXCEED $6,000,000 CERTIFICATES OF PARTICIPATION (COMMUNITY RECREATION CENTER PROJECT), SERIES 1992, AUTHORIZING THE E~ON AND DELIVERY OF A TRUST AGREEMENT, AN INSTALLMENT PURCHASE AGREEMENT, AN ASSIGNMENT AGREEMENT AND A CERTIFICATE PURCHASE CONTRACT, APPROVING A FORM OF OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Temecula Public Facilities Financing Corporation is nonprofit public benefit corporation organized and existing under the laws of the State of California (the "Corporation") with the authority to assist in the financing of the construction of a community recreation center by the Temecula Community Services District (the "District'); and WHEREAS, the District and the Corporation desire to enter into that certain Installment Purchase Agreement, dated as of October 1, 1992 (the "Installment Purchase Agreement"), by and between the District and the Corporation, the form of which has been presented to this Board of Directors at this meeting pursuant to which the District will agree to purchase the Project (as defined in the Installment Purchase Agreement) in connection therewith which will be pledged to the owners of the Certificates of Participation (defined below) by the Corporation pursuant to a Trust Agreement, dated as of October 1, 1992 (the "Trust Agreement"), by and among the Trustee named therein, as trustee, the District and the Corporation, the form of which has been presented to this Board of Directors at this meeting; and WHEREAS, the Corporation will assign to the Trustee payments under the Installment Purchase Agreement, such assignment to be made pursuant to an Assignment Agreement, dated as of October 1, 1992 (the "Assignment Agreement"), by and between the Corporation and the Trustee, the form of which has been presented to this Board of Directors at this meeting; and WHEREAS, the Corporation and the District have determined that it would be in the best interests of the Corporation, the District and citizens of the community to authorize the preparation, sale and delivery of Certificates of Participation in an aggregate principal amount not to exceed $5,000,000 (the "Certificates"), which Certificates evidence proportionate interests in the Series 1992 Installment Payments to be made pursuant to the Installment Purchase Agreement; and WHEREAS, it is desirable that the Certificates be offered for public sale and the District expects to award the Certificates to Sutro & Co. Incorporated (the "Underwriter") pursuant to the terms of the Certificate Purchase Contract, by and among the District, the Corporation and the Re~o~\pff¢ 92-01 -I- Underwriter, the form of which has been presented to this Board of Directors at this meeting; NOW, THEREi~RE, the Board of Directors of the Corporation does hereby resolve as follows: SECTION 1. Certificates. The Board of Directors hereby authorizes the preparation, sale and delivery of the Certificates in an aggregate principal amount not to exceed $6,000,000 to the Underwriter at a discount, including Underwriter's discount and original issue discount, if any, not to exceed 1.75 %, and at a net interest cost not to exceed 7.0085 % pursuant to the Certificate Purchase Contract and the Trust Agreement. The person executing the Certificate Purchase Contract shall approve the final discount, the final net interest cost and the final principal amount, his/her execution of the Certificate Purchase Contract to be conclusive evidence of the approval thereof. The purposes for which the proceeds of the sale of the Certificates shall be expended are to finance the construction of a community recreation center in the City of Temecula, to fund a reserve fund, if necessary, to pay accrued interest, if any, and to pay the costs of the sale and delivery of the Certificates. SECTION 2. Trust Agreement. The Trust Agreement presented at this meeting is approved. The President or Vice-President of the Corporation or the President's designee is authorized and directed to execute and deliver said agreement. The agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel to the Corporation and approved by such officers of the Corporation executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. Installment Purcha~ Al~reement. The Installment Purchase Agreement presented at this meeting is approved. The President or Vice-President of the Corporation or the President's designee is authorized and directed to execute and deliver said agreement. The Agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by gpecial Counsel to the Corporation and approved by such officers of the Corporation executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Assignment Agreement. The Assignment Agreement presented at this meeting is approved. The President or Vice-President of the Corporation or the President's designee is authorized and directed to execute and deliver said agreement. The agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel to the Corporation and approved by such officers of the Corporation executing the document, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 5. Certificate. Purcha~ Contract. The Certificate Purchase Contract presented at this meeting is approved. The President or Vice-President of the Corporation or the President's R~o~\pffc 92-01 -2- designee is authorized and directed to execute and deliver said agreement. The Agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel tot he Corporation and approved by such officers of the Corporation executing the document, such approval to be conclusively evidence by the execution an delivery thereof. SECTION 6. Official Statement. The Preliminary Official Statement presented at this meeting is approved. The President or Vice-President of the Corporation or the President's designee is authorized and directed to finalize the Preliminary Official Statement. The Board of Directors of the Corporation hereby approves the distribution and use of a Preliminary Official Statement and final Official Statement in connection with the offer and sale of the Certificates by the Underwriter. SECTION 7. Other Actions. The President and the Secretary, and such other officers of the Corporation, are authorized and directed, joinfly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, and the delivery of the Certificate Purchase Contract, the Official Statement, the Installment Purchase Agreement, the Assignment Agreement and the Trust Agreement, and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION 8. Certification. The City Clerk shall certify to the passage and adoption of this Resolution. ADOPTED, PASSED AND APPROVED, this 6th day of October, 1992. Patricia H. Birdsall, President ATrF_~T: [SEAL] Resos~pffc 92-01 -3- STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) ss CITY OF TEMECULA ) I, June S. Greek, City Clerk/Corporate Secretary of the Temecula Public Facilities Financing Corporation, do hereby certify that Resolution No. PFFC 92-01 was duly and regularly adopted by the Board of Directors of the Public Facilities Financing Corporation at a regular meeting thereof held on the 6th day of October, 1992, by the following vote: AYES: 5 DIRECTORS: Lindemans, Moore, Mufioz, Parks, Birdsall NOES: 0 DIRECTORS: None ABSENT: 0 DIRECTORS: None Resos\pffc 92-01 -4-