Res F-03-02
- RESOLUTION NO. F-O3-02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE POWAY PUBLIC
FINANCING AUTHORITY APPROVING A PURCHASE CONTRACT IN CONNECTION
WITH THE PURCHASE AND SALE OF THE TAX ALLOCATION BONDS FOR THE
POWAY REDEVELOPMENT AGENCY, PAGUAY REDEVELOPMENT PROJECT,
SERIES 2003A AND SERIES 2003B (TAXABLE), AUTHORIZING THE EXECUTIVE
DIRECTOR TO SET THE FINAL TERMS FOR THE PURCHASE AND SALE OF THE
BONDS, AUTHORIZING OTHER OFFICIAL ACTIONS AND PROVIDING FOR OTHER
MATTERS PROPERLY RELATING THERETO
WHEREAS, the City of Poway (the "City") and the Poway Redevelopment
Agency (the "Agency") have heretofore entered into a Joint Exercise of Powers
Agreement establishing the poway Public Financing Authority (the "Authority") for the
purpose of purchasing and selling bonds to provide financial assistance to the City and
the Agency; and
WHEREAS, the Authority intends to purchase and sell Poway Redevelopment
Agency, Paguay Redevelopment Project, Tax Allocation Bonds, Series 2003A and Tax
Allocation Bonds, Series 2003B (Taxable) (collectively, the "Bonds") in an aggregate
principal amount not-to-exceed $160,000,000, the proceeds of which will be used to
refund, to the extent possible, the Agency's Paguay Redevelopment Project Tax
-- Allocation Bonds, Series 1993, to finance redevelopment activities of the Agency, fund a
reserve fund, pay the cost of municipal bond insurance, if any, and pay the costs of
issuance of the Bonds; and
WHEREAS, there has been placed on file with the Authority Secretary a form of
preliminary official statement relating to the Bonds and a form of purchase agreement
among the Authority, the Agency and UBS Financial Services, Inc., Stone & Youngberg,
LLC, E. J. De La Rosa & Co., Inc., and Wedbush Morgan Securities (the "Underwriters")
pursuant to which the Underwriters have offered to purchase the Bonds from the
Authority, all on the terms and conditions set forth therein; and
WHEREAS, the City has approved the financing of the projects to be financed by
the Bonds.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Poway
Public Financing Authority, as follows:
Section 1. Approval of Purchase and Sale of Bonds. The purchase and sale
to the Underwriters of not-to-exceed $160,000,000 principal amount of Poway
Redevelopment Agency, Paguay Redevelopment, Tax Allocation Bonds, Series 2oo3A
and Series 2003B (Taxable), is hereby authorized and approved.
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Section 2. Approval of Purchase Contract. The form of Purchase Contract
(the "Purchase Contract") among the Authority, the Agency and the Underwriters placed
on file with the Authority Secretary, and the sale of the Bonds pursuant thereto, upon
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Resolution No. F-O3-02
Page 2
the terms and conditions set forth therein, are hereby approved, and subject to the
provisions of Section 3 hereof, the Executive Director is hereby authorized and directed
to evidence the Authority's acceptance of the offer made by the Purchase Contract by
executing and delivering the Purchase Contract in said form with such changes therein
as the officers executing the same may approve and such matters as are authorized by
Section 3 hereof, such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 3. Executive Director Authorized to Establish Final Terms of Sale of
Bonds. The Executive Director, based on such advice of staff as he may deem
necessary, is hereby authorized and directed to act on behalf of the Authority to
establish and determine, subject to the table below (i) the final principal amount of the
Bonds; (ii) the final interest rates on various maturities of the Series A Bonds and Series
B Bonds; respectively, and (iii) the Underwriters' discount (exclusive of original issue
discount or premium, if any) for the purchase of the Bonds:
Maximum Principal Amount $160,000,000
Maximum True Interest Cost not-to-exceed 6%
(Series A)
Maximum True Interest Cost not-to-exceed 7%
(Series B)
Maximum Underwriters' Discount not-to-exceed 0.5%
Section 4. Other Acts. The officers and staff of the Authority are hereby
authorized and directed, jointly and severally, to do any and all things (including, but not
limited to, securing bond insurance to guarantee payment on the Bonds or applying for
a credit rating), to execute and deliver any and all documents, which in consultation with
staff and Bond Counsel, they may deem necessary or advisable in order to
consummate the issuance, sale and delivery of the Bonds, or otherwise effectuate the
purposes of this Resolution, and any and all such actions previously taken by such
officers or staff members are hereby ratified and confirmed. Anything herein to the
contrary notwithstanding, the Bonds designated as Series 2003B (Taxable) shall only
be purchased and sold to the extent determined necessary by the Executive Director of
the Agency, based on the advice of Bond Counsel, to fund the redevelopment activities
of the Agency reasonably expected to be funded with Bond proceeds.
Section 5. Effective Date. This Resolution shall take effect upon adoption.
Resolution No. F-O3iJ2
Page 3
-- PASSED, ADOPTED AND APPROVED by the Board of Directors of the poway
Public Financing Authority at a meeting this 2nd day of September 2003.
ATTEST:
STATE OF CALIFORNIA)
)SS
COUNTY OF SAN DIEGO)
I, Lori Anne Peoples, Secretary of the Poway Public Financing Authority, do
hereby certify under penalty of perjury that the foregoing Resolution No. F-03-02 was
- duly adopted the Poway Public Financing Authority at a meeting of said Agency held on
the 2nd day of September 2003, and that it was so adopted by the following vote:
AYES: EMERY, GOLDBY, HIGGINSON, REXFORD, CAFAGNA
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
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