Res 04-017
RESOLUTION NO. 04-017
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA
ACTING AS THE LEGISLATIVE BODY OF SOUTH POWAY COMMUNITY FACILITIES
DISTRICT NO.1 OF THE CITY OF POWAY (POMERADO BUSINESS PARK)
AUTHORIZING THE ISSUANCE OF ITS SERIES 2004 SPECIAL TAX REFUNDING
BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED FOUR MILLION ONE
HUNDRED THOUSAND DOLLARS ($4,100,000) AND APPROVING CERTAIN
DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the City Council of the City of Poway (hereinafter sometimes
referred to as the "legislative body of the District" or the "City Council") has heretofore
undertaken proceedings and declared the necessity to issue bonds on behalf of
Community Facilities District No.1 of the City of Poway (the "District") pursuant to the
terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended,
being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of
California (the "Act"); and
WHEREAS, pursuant to Resolution No. 87-011 adopted by the legislative body of
the District on January 27, 1987, a proposition authorizing the levy of a special tax
within and the issuance of bonded indebtedness by the District was submitted to the
qualified electors within the District, and was approved by more than two-thirds of the
votes cast at the election; and
WHEREAS, based upon Resolution No. 87-011 and the election, the District was
authorized to issue bonds in one or more series, pursuant to the Act, in an aggregate
principal amount not to exceed $40,000,000; and
WHEREAS, the legislative body of the District has previously issued its
$17,415,000 Special Tax Refunding Bonds, Series 1998 (First Lien Bonds) (the "1998
Series A Bonds") and its $8,675,000 Series 1998 (Second Lien Bonds) (the "1998
Series B Bonds") (the 1998 Series B Bonds being hereafter referred to as the "1998
Series B Bonds" or the "Prior Bonds"), pursuant to the terms of Resolution No. 98-101,
and that certain Bond Indenture dated as of November 1, 1998, executed in connection
therewith, which 1998 Series B Bonds the legislative body of the District now desires to
refund; and
WHEREAS, the legislative body of the District intends to accomplish the
refunding of the Prior Bonds through the issuance of one series of bonds, in an
aggregate principal amount not to exceed $4,100,000 designated as the "South Poway
Community Facilities District No.1 (Pomerado Business Park Project) Special Tax
Refunding Bonds, Series 2004" (the "2004 Bonds" or the "Bonds"); and
WHEREAS, in order to effect the issuance of the Series 2004 Bonds and the
refunding of the Prior Bonds, the District desires to enter into various agreements in
substantially the forms presented herein; and
Resolution No. 04-017
Page 2
WHEREAS, pursuant to Section 53312.7 of the Act, the legislative body of the
District has stated goals and policies relative to its Mello-Roos community facilities
districts; and
WHEREAS, the District has determined that all authorized public facilities of the
District have been acquired or constructed as of the date hereof, permitting the District
to reduce the amount of authorized but unissued bonded indebtedness to the amount
needed to refund the Prior Bonds and pay related costs, and to covenant not to issue
additional bonds to finance additional capital improvements.
NOW, THEREFORE, BE IT RESOLVED BY the City Council of the City of
Poway acting as the legislative body of Community Facilities District No.1 of the City of
Poway as follows;
Section 1. Each of the above recitals is true and correct.
Section 2. The issuance of the Series 2004 Bonds is hereby authorized in an
aggregate principal amount not to exceed $4,100,000 with the exact principal amount of
the Series 2004 Bonds to be determined by the official signing of the Bond Purchase
Agreement in accordance with Section 5 below. The legislative body of the District
hereby determines that it is prudent in the management of its fiscal affairs to issue the
Series 2004 Bonds. The Series 2004 Bonds shall mature on the dates and pay interest
at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the
District in accordance with Section 5 hereof. All other provisions of the Series 2004
Bonds shall be governed by the terms and conditions of the bond indenture (the "Bond
Indenture"), and anyone of the Mayor of the City, the City Manager or either such
party's written designee are authorized to execute the Bond Indenture, which Bond
Indenture shall be substantially in the form on file with the Clerk of the City Council, with
such additions thereto and changes therein as the officer or officers executing the same
deem necessary to enhance the security for or obtain a rating or municipal bond
insurance on any of the Series 2004 Bonds, to cure any ambiguity or defect therein, to
insert the offering price(s), interest rate(s), selling compensation, principal amount per
maturity, redemption dates and prices and such other related terms and provisions as
limited by Section 5 hereof, or to conform any provisions therein to the Bond Purchase
Agreement or the Official Statement delivered to the purchasers of the Series 2004
Bonds. Approval of such changes shall be conclusively evidenced by the execution and
delivery of the Bond Indenture by one or more of the foregoing officers. Capitalized
terms used in this Resolution which are not defined herein have the meanings ascribed
to them in the Bond Indenture.
In satisfaction of the requirements contained in Section 53363.2 of the Act, the
City Council hereby determines that: (1) it is anticipated that the purchase of the Series
2004 Bonds will occur on or about April 14, 2004, (2) the Series 2004 Bonds shall bear
the date, be in the denominations, have the maturity dates (which do not exceed the
latest maturity date of the bonds being refunded), be payable at the place and be in the
form specified in the Bond Indenture, (3) the Series 2004 Bonds will bear interest at the
minimum rate of 1 % per annum, and (4) the designated cost of issuing the Series 2004
Bonds, as defined by Section 53363.8 of the Act, shall include all of the costs specified
in Section 53363.8(a), (b)(2) and (c) of the Act.
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Page 3
Section 3. The Series 2004 Bonds shall be executed on behalf of the District
by the manual or facsimile signature of anyone of the Mayor of the City, the City
Manager or either such party's written designee, and attested with the manual or
facsimile signature of the Clerk of the legislative body of the District. BNY Western
Trust Company is hereby appointed to act as Fiscal Agent, registrar and transfer agent
for the Series 2004 Bonds and BNY Western Trust Company is hereby appointed to act
as Escrow Bank and to continue in its appointment as Paying Agent with respect to the
Prior Bonds.
Section 4. The covenants set forth in the Bond Indenture to be executed in
accordance with Section 2 above are hereby approved, shall be deemed to be
covenants of the legislative body of the District and shall be complied with by the District
and its officers. The Bond Indenture shall constitute a contract between the District and
the Owners of the Series 2004 Bonds.
Section 5. The legislative body of the District hereby determines, in
accordance with Section 53360.4 of the Act, that a negotiated sale of the Series 2004
Bonds to Stone & Youngberg LLC (the "Underwriter") in accordance with the terms of
the Bond Purchase Agreement approved as to form herein will result in a lower overall
cost to the District than a public sale. The form of the Bond Purchase Agreement
presented at this meeting is hereby approved and each of the Mayor, the City Manager
and the Director of Administrative Services is hereby authorized to execute the Bond
Purchase Agreement, with such additions thereto and changes therein relating to dates
and numbers as are necessary to conform the Bond Purchase Agreement to the dates,
amounts and interest rates applicable to the Series 2004 Bonds as of the sale date.
Approval of such additions and changes shall be conclusively evidenced by the
execution and delivery of the Bond Purchase Agreement by one or more of such
officers; provided, however, that the Bond Purchase Agreement shall be signed only if
(i) the Series 2004 Bonds are issued at a price which results in a three percent (3%) or
greater net present value savings, (ii) the Underwriter's discount (not including any
original issue discount) does not exceed 1 % of the principal amount of the Series 2004
Bonds and (iii) the net interest cost to maturity on that portion of the Series 2004 Bonds
issued to defease the 1998 Series B plus the principal amount of such portion of the
Series 2004 Bonds does not exceed the net interest cost to maturity on the 1998 Series
B to be refunded plus the principal amount of the 1998 Series B to be refunded. Each
of the City Manager and Director of Administrative Services is authorized to determine
the day on which the Series 2004 Bonds are to be priced in order to attempt to produce
the lowest borrowing cost for the District and may reject any terms presented by the
Underwriter if determined not to be in the best interest of the District.
Section 6. The forms of the Escrow Agreement and the Continuing Disclosure
Agreement presented at this meeting are hereby approved and each of the Mayor and
the City Manager and the Director of Administrative Services is hereby authorized and
directed to execute the Escrow Agreement and the Continuing Disclosure Agreement in
the form hereby approved, with such additions therein and changes thereto as the
officer or officers executing the same deem necessary to cure any defect or ambiguity
therein, with such approval to be conclusively evidenced by the execution and delivery
of such agreements.
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Page 4
Section 7. The form of Official Statement delivered herewith to the District
hereby approved in substantially the form presented, with such changes therein as may
be approved by the Mayor and City Manager upon the advice of bond counsel and the
underwriter, the Mayor or City Manager, or either's written designee's, execution thereof
to be conclusive evidence of approval of such changes. The foregoing authorized
officers, or anyone of them, are hereby authorized to execute a certificate or certificates
to the effect that the Official Statement and such preliminary official statement were
deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the
Securities Exchange Act of 1934, and is authorized to so deem such statements final.
Section 8. In accordance with the requirements of Section 53345.8 of the Act,
the legislative body of the District hereby determines that the value of the real property
in the District subject to the special tax to pay debt service on the Series 2004 Bonds is
at least three times the principal amount of the Series 2004 Bonds and the principal
amount of all other bonds outstanding that are secured by a special tax levied pursuant
to the Act or a special assessment levied on property within the District. This
determination is based on the market value of such property as determined by an
appraisal performed by an independent MAl appraiser on a basis consistent with the
policies adopted by the City in this Resolution.
Section 9. The legislative body hereby finds that the authorized facilities of the
District are complete. Therefore, covenants are included in the Bond Indenture not to
issue additional bonds to finance additional capital improvements.
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Section 10. Stradling Yocca Carlson & Rauth, a Professional Corporation, shall
act as bond counsel with respect to the issuance of the Series 2004 Bonds pursuant to
the terms of the contract with the District on file with the City Clerk and shall be paid the
fee set forth therein upon the issuance of the District Bonds. Additionally, Public
Financial Management, Inc. ("PFM") shall act as financial advisor to the City and the
District with respect to the issuance of the Series 2004 Bonds pursuant to the terms of
that certain contract for financial advisory services heretofore executed by the City and
PFM, which contract is on file with the City Clerk. The City Manager and Director of
Administrative Services and their written designees each is authorized to execute and
deliver the foregoing contract for bond counsel services and to pay for the cost of such
bond counsel and financial advisory services, together with other Costs of Issuance,
with Series 1998 Bond proceeds deposited pursuant to the Bond Indenture. Without
further approval of the legislative body of the District, the total amount disbursed for any
Costs of Issuance (not including Underwriter's discount) shall not exceed 5% of the
principal amount of the Series 2004 Bonds.
Section 11. The President and Clerk of the legislative body of the District and
the other officers and staff of the City and the District responsible for the fiscal affairs of
the District are hereby authorized and directed to take any actions and execute and
deliver any and all documents as are necessary to accomplish the issuance, sale and
.- delivery of the Series 2004 Bonds in accordance with the provisions of this Resolution
and the fulfillment of the purposes of the Series 2004 Bonds as described in the Bond
Indenture, including providing certificates to the Underwriter as to the accuracy of any
information relating to the City and the District which is included within the Official
Statement. In the event that the Mayor is unavailable to sign any document authorized
for execution herein, any other member of the legislative body of the District or the City
Resolution No. O4.{J17
Page 5
for execution herein, any other member of the legislative body of the District or the City
Manager, or his written designee, may sign such document. Any document authorized
herein to be signed by the Clerk of the legislative body of the District may be signed by
a duly appointed deputy clerk.
PASSED, ADOPTED, AND APPROVED by the City Council of the City of poway
at a regular meeting this 23rd day of March 2004.
ATTEST:
~f~ alJ.:?JJl&./J
Sherrie D. orrell, Deputy City Clerk
STATE OF CALIFORNIA)
) SS
COUNTY OF SAN DIEGO)
I, Sherrie D. Worrell, Deputy City Clerk of the City of Poway, do hereby certify
under penalty of perjury, that foregoing Resolution No. 04- ~ was duly adopted by
the City Council at a meeting of said City Council held on the 23rd day of March 2004,
and that it was so adopted by the following vote:
AYES: EMERY, GOLDBY, HIGGINSON, REXFORD, CAFAGNA
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
~n{)/Þ}¡¡k"¡J
Sherrie D. Worrell, Deputy City Clerk
City of Poway
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