Res R-86-14RESOLUTION NO. R-86-14
RESOLUTION OF THE POWAY REDEVELOPMENT AGENCY
APPROVING THE PREPARATION, SALE AND DELIVERY OF
$10,000,000 PRINCIPAL AMOUNT OF CERTIFICATES OF
PARTICIPATION AND APPROVING CERTAIN DOCUMENTS
AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the Poway Redevelopment Agency, a public body
corporate and politic, organized and existing under the laws of
the State of California (the "Agency"); and
WHEREAS, the City of Poway (the "City") and the Agency
desire to enter into that certain Lease Agreement dated as of
August 1, 1986 by and between the City and the Agency (the
"Lease"), the form of which has been presented to this Agency
at the meeting at which this Resolution has been adopted,
pursuant to which the City will agree to lease the Projects (as
defined in the Lease) from the Agency and to pay certain Lease
Payments (as defined in the Lease) in connection therewith; and
WHEREAS, the Lease Payments will be assigned by the Agency
to Security Pacific National Bank as trustee (the "Trustee")
pursuant to an Assignment Agreement dated as of August 1, 1986,
by and between the Trustee and the Agency and will be pledged
to the holders of the Certificates of Participation by the
Agency pursuant to a Trust Agreement dated as of August 1, 1986
by and among Security Pacific National Bank as trustee (the
"Trustee"), the City and the Agency (the "Trust Agreement"),
the forms of which have been presented to this Agency at the
meeting at which this Resolution has been adopted; and
WHEREAS, the City possesses all legal authority to and
desires to enter into the Lease Agreement and occupy the
Projects; and
WHEREAS, the Agency and the City have determined it to be
in their best interest to enter into an Agency Agreement dated
as of August 1, 1986 by and among the Agency and the City (the
"Agency Agreement"), the form of which has been presented to
this Agency at the meeting at which this Resolution has been
adopted, pursuant to which the Agency will appoint the City as
their agent for purposes of the acquisition, construction and
installation of the Projects; and
WHEREAS, the Agency and City have determined that it would
be in the best interests of the Agency, City and citizens of
the community to authorize the preparation, sale and delivery
of Certificates of Participation in an aggregate amount of
$10,000,000 (the "Certificates"), which Certificates evidence
an allocable share in the Lease Payments to be made pursuant to
the Lease; and
WHEREAS, there has been presented to this Agency at this
meeting a Preliminary Official Statement relating to the
Certificates (the "Preliminary Official Statement"); and
WHEREASi there has been presented to this Agency at this
meeting a Purchase Contract by and among the Agency, City and
Drexel Burnham Lambert Incorporated (the "Purchase Contract");
and
WHEREAS~ there has been presented to this Agency at this
meeting a Reimbursement Agreement by and between the Agency and
the City (the "Reimbursement Agreement");
NOW, THEREFORE, the Poway Redevelopment Agency does hereby
resolve as follows:
SECTION 1: This Agency hereby approves and consents to
the preparation, sale and delivery of the Certificates in an
aggregate principal amount of $10,000,000 in accordance with
the terms and provisions of the Trust Agreement. The purposes
for which the proceeds of the Certificates shall be expended
are to pay the cost of the acquisition and construction of the
Projects, including interest during construction, to fund a
reserve fund and to pay the costs of the sale and delivery of
the Certificates.
SECTION 2: The Agency hereby appointments Security
Pacific National Bank, Los Angeles, California, as Trustee on
behalf of the holders of the Certificates with the duties and
powers of the Trustee as set forth in the Trust Agreement.
SECTION 3: The proposed forms of the Lease, the Trust
Agreement, the Assignment Agreement, the Purchase Contract, the
Agency Agreement and the Reimbursement Agreement presented at
this meeting are hereby approved. The Chairman of the Agency
(the "Chairman") and the Executive Director of the Agency or
his designee (the "Executive Director") are hereby authorized
and directed for and in the name of the Agency to execute the
Lease Agreement, the Trust Agreement, the Assignment Agreement,
the Purchase Contract and the Agency Agreement in substantially
the form hereby approved, with such additions thereto and
changes therein as are recommended or approved by Special
Counsel to the Agency and approved by such officers, such
approval to be conclusively evidenced by the execution and
delivery thereof. The Chairman and Executive Director of the
Agency are hereby authorized and directed to execute,
acknowledge and deliver any and all documents required to
consummate the transactions contemplated by the Lease, the
Trust Agreement, the Assignment Agreement, the Purchase
Contract or the Agency Agreement.
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SECTION 4: The form of the Preliminary Official
Statement presented at this meeting and the distribution of
said Preliminary Official Statement to purchasers of the
Certificates are hereby approved.
SECTION 5: The Chalrmanl the Executive Director and the
other officers of the Agency are hereby authorized and
directed, jointly and severally, to do any and all things and
to execute and deliver any and all documents which they may
deem necessary and advisable in order to consummate the sale
and delivery of the Certificates to obtain a rating from a
nationally recognized rating agency on the Certificates and
otherwise to effectuate the purposes of this Resolution, and
such actions previously taken by such officers are hereby
ratified and confirmed.
SECTION 6: The Trustee is hereby authorized and
directed to make the transfer of funds as required by Section
401 of the Trust Agreement and to invest such funds in any
Investment Securities (as defined in the Trust Agreement) as
directed by either the City or the Executive Director, who is
hereby authorized and directed to select one or more Investment
Securities for such funds.
SECTION 7: In the event the Chairman is unavailable or
unable to execute and deliver any of the above-referenced
documents, any other member of the Agency may validly execute
and deliver such document.
SECTION 8: This Resolution shall take effect from and
after its date of adoption.
PASSED AND ADOPTED, this 29th day of July, 1986, at a
regular meeting of the Agency by the following vote:
AYES: Emery, Oravec, Shepardson, Kruse
NOES: None
ABSENT: Tarzy
ABSTAIN:None
Chairman
ATTEST:
Secretary
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