HomeMy WebLinkAboutOfficer's Certificate, pursuant to Section 3(d)(12) of the Purchase Agreement
Quint &ThimmigLLP 4/20/06 $51,250,000 TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH) 2006 SPECIAL TAX BONDS OFFICER'S CERTIFICATE OF THE
AUTHORITY The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Executive Director of the Temecula Public Financing Authority, a joint
powers authority duly organized and existing under the laws of the State of California (the "Authority")/and as such, is familiar with the facts herein certified and is authorized and
qualified to certify the same on behalf of the Authority; (ii) that he is an "Authorized Officer" of the Authority, as such term is defined in that certain Fiscal Agent Agreement, dated
as of March 1, 2006 (the "Fiscal Agent Agreement"), by and between the Authority and U.S. Bank National Association, as fiscal agent; (iii) that the Board of Directors of the Authority
duly adopted the following resolutions (collectively, the "Resolutions") (except as Resolution No. TPFA 04-10 listed below amended Resolution Nos. 04-08 and 04-09 listed below), and
ordinance (the "Ordinance"), which Resolutions and Ordinance have not been amended, modified, supplemented, rescinded or repealed and remain in full force and effect as of the date hereof,
said date being the delivery date of the "Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds", in the aggregate principal
amount of $51,250,000, and dated the date hereof (the "Bonds"): (a) Resolution No. TPFA 04-02, entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority
Expressing Official Intent Regarding a Capital Expenditure to be Reimbursed From Proceeds of Tax-Exempt Obligations," adopted February 10, 2004, (b) Resolution No. TPFA 04-08, entitled
"A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a Community Facilities District and to Authorize the Levy of Special
Taxes Therein -Roripaugh Ranch 03-02," adopted August 24, 2004, (c) Resolution No. TPFA 04-09, entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority
Declaring Its Intention to Incur Bonded Indebtedness of the Proposed Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch)," adopted August 24,
2004, (d) Resolution No. TPFA 04-10, entitled "A Resolution of the Board of Directors Of The Temecula Public Financing Authority Amending Resolution Nos. TPFA 04-08 and TPFA 04-09 to
Allow for Financing of Additional Facilities and to Change Date of Public Hearing," adopted September 28, 2004 (e) Resolution No. TPFA 04-11, entitled "A Resolution of the Board of Directors
of the Temecula Public Financing Authority Making Findings of Complexity of
Proposed Community Facilities District No. 03-02 (Roripaugh Ranch)," adopted December 7, 2004, (f) Resolution No. TPFA 05-01, entitled "A Resolution of the Board of Directors of the
Temecula Public Financing Authority of Formation of Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch), Authorizing the Levy of a Special Tax
Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the Establishment of the Appropriations Limit to the
Qualified Electors of the District Establishment of the Appropriations Limit to the Qualified Electors of the District," adopted January 11, 2005, (g) Resolution No. TPFA 05-02, entitled
"A Resolution of the Board of Directors of the Temecula Public Financing Authority Determining the Necessity to Incur Bonded Indebtedness Within Temecula Public Financing Authority Community
Facilities District No. 03-02 (Roripaugh Ranch) and Submitting Proposition to the Qualified Electors Of The District," adopted January 11, 2005, (h) Resolution No. TPFA 05-03, entitled
"A Resolution of the Board Of Directors of the Temecula Public Financing Authority Calling Special Election Within Community Facilities District No. 03-02 (Roripaugh Ranch)," adopted
January 11, 2005, (i) Resolution No. TPFA 05-04, entitled Authority Resolution No. TPFA 05-04, entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority
Declaring Results of Special Election, and Directing Recording of Notice of Special Tax Lien — Roripaugh Ranch 03-02," adopted January 11, 2005," adopted January 11, 2005, (j) Resolution
No. TPFA 06-01, entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Authorizing the Issuance of Special Tax Bonds of the Temecula Public Financing
Authority for Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch), Approving and Directing the Execution of a Fiscal Agent Agreement and Approving
Other Related Documents and Actions," adopted January 11, 2005, and (k) Ordinance No. TPFA 05-01, entitled "An Ordinance of the Temecula Public Financing Authority Levying Special Taxes
Within Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch)," introduced by the members of the Authority on November 9, 2004 and adopted on January
11, 2005; (iv) that, by all necessary action, the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on
its part contained in the following agreements (collectively referred to herein as the "Agreements"): (a) Amended and Restated Deposit/Reimbursement Agreement, among the City of Temecula
(the "City"), the Temecula Public Financing Authority (the "Authority"), Ashby USA, LLC ("Ashby USA, LLC") and Galloway 220 LLC, (b) Joint Community Facilities Agreement -City, dated
as of November 1, 2004, between the Authority and the City
(c) Joint Community Facilities Agreement -(Street Improvements), dated as of November 1, 2004, among the County of Riverside (the "County"), the City, the Authority and Ashby USA, LLC,
(d) Joint Community Facilities Agreement -EMWD, dated as of November 1, 2004, among the Authority, the Eastern Municipal Water District ("EMWD") and Ashby USA, LLC, (e) Joint Community
Facilities Agreement -TCSD, dated as of November 1, 2004, between the Temecula Community Services District ("TCSD") and the Authority, (f) Joint Community Facilities Agreement -(Flood
Control Improvements) dated as of November 1, 2004, among the Riverside County Flood Control and Water Conversation District, the County, the City, Ashby USA, LLC and the Authority,
(g) Acquisition Agreement, dated as of March 1, 2006, by and between the Authority and Ashby USA, LLC, (h) Fiscal Agent Agreement, dated as of March 1, 2006, by and between the Authority
and U.S. Bank National Association, as fiscal agent, (i) Continuing Disclosure Agreement of the Authority, dated March 1, 2006, by and between the Authority and U.S. Bank National Association,
as dissemination agent, (j) Assessment Lien Discharge Escrow Agreement, dated as of March 23, 2006, by and between the Authority and Ashby USA, LLC, and (k) Bond Purchase Agreement,
dated April 13, 2006, between the Authority and Stone & Youngberg LLC, as underwriter (the "Underwriter"); (v) that the representations, warranties and covenants of the Authority contained
in the Agreements are true and correct in all material respects on and as of the date hereof as if made on the date hereof; (vi) that the Agreements, the Bonds and the Official Statement
relating to the Bonds have been duly executed and delivered by the Authority, for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh
Ranch) (the "District"), and when executed and delivered by the other respective parties thereto, will constitute the valid and binding obligations of the Authority, for and on behalf
of the District, enforceable in accordance with their respective terms; (vii) that the Authority has complied with all the agreements and covenants and has satisfied all the conditions
to be complied with by the Authority under the Agreements and the Official Statement on or prior to the date hereof; (viii) that to the best knowledge of the undersigned, no event affecting
the Authority or the District, has occurred since the date of the Official Statement affecting the matters contained therein which should be disclosed in the Official Statement or in
any supplement or amendment thereto for the purposes for which it is to be used in order to make the statements and information contained therein with respect to the Authority or the
District, in the light of the circumstances under which they were made, not misleading in any material respect;
(ix) that the Authority's employer identification number for federal tax purposes is 90-0045675; and (x) that for calendar year 2006, and including the Information Return for Tax-Exempt
Governmental Obligations, Form 8038-G, filed with the Internal Revenue Service for the Bonds, the Authority has filed one (1) Information Return, Form 8038-G, with the Internal Revenue
Service, Ogden, Utah 84201. Dated: April 27, 2006 TEMECULA PUBLIC FINANCING AUTHORITY, for itself and on behalf of TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.
03-02 (RORIPAUGH RANCH) By_ Shawn D. Nelson, Executive Director -4-