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Item 1 - A Resolution of the Board of Directors of the Poway Public Financing Authority Repealing Resolution No. F-92-01, and Setting the Time of the Regular Meetings IST1BTED fif y 0 AGENDA REPOR of �owgr CITY OF POWAY - • cqy I.. ThE C°‘r// TO: Chairman and Members of the Poway Public Financing Authority FROM: James L. Bowersox, City Man- `''V /y INITIATED BY: John D. Fitch, Assistant City Managed DATE: October 8 , 1991 U SUBJECT: Adoption of a Resolution Approving the Issuance of Poway Redevelopment Agency Bonds and the Execution of a Bond Purchase Agreement ABSTRACT The Poway City Council and the Poway Redevelopment Agency approved the formation of the Poway Public Financing Authority pursuant to the Marks-Roos Local Bond Pooling Act of 1985 in order to provide for the issuance and negotiated sale of Tax Increment Bonds. It is recommended that the Mayor and City Council , serving as the Chairman and Members of the Poway Public Financing Authority Board of Directors, adopt the attached Resolution approving the issuance of Redevelopment Agency Bonds. BACKGROUND In December 1985, the Poway Redevelopment Agency entered into an Owner Participation Agreement with Cadillac Fairview that provided that the Agency would assist in financing the development of the Pomerado Business Park by reimbursing Cadillac Fairview for the cost of constructing certain public improvements that serve the industrial park. The financial assistance was necessary in order to make the development of the industrial park financially feasible. The agreement provided that the Agency would acquire the public improvements upon their completion and would execute a promissory note agreeing to pay Cadillac Fairview for each of the public improvements. As of this date, the Poway Redevelopment Agency has approved the acquisition of $8, 191, 247 of these public. improvements. Cadillac Fairview has requested that the Redevelopment Agency authorize the issuance of tax allocation bonds using the tax increment generated by the Pomerado Business Park to service the debt created by the �/ dr ACTION: Adopted Resolution No. F-91-01, 3-0 with Director Higginson absent and /\\ Director McIntyre abstaining . /. . 4 . ,/ Nan y t u 4 , Ieiuty ity er Oft 1 of 5 OCT 8 1991 ITEM 3 Agenda Report October 8, 1991 Page 2 sale of the bonds in order to refinance 'the promissory note. The proceeds of the bond sale would be used to reimburse Cadillac Fairview the amount owed them for the improvements which have been accepted by the City of Poway. The City has utilized the' services of Paine Webber to structure the bond sale and, along with Cadillac Fairview, desires to sell the bonds through a negotiated sales agreement to Paine Webber instead of through competitive sale. As a result it is necessary to have the bonds sold through a joint powers authority. FINDINGS In order to issue the bonds and sell them through a negotiated sales agreement, it was necessary for the City Council and the Redevelopment Agency to form a joint powers authority to approve the issuance of the sale. It is necessary for the Poway Public Financing Authority as the joint powers authority to adopt the attached Resolution. FISCAL IMPACT The issuance of the bonds will have no fiscal impact on the City of Poway, the Poway Redevelopment Agency or the Poway Public Financing Authority. The bonds are not an obligation of the City of Poway; they are, however, an obligation of the Poway Redevelopment Agency payable from the tax increment that is being pledged to service the debt, which obligation is limited to 79 percent of the tax increment generated by the Pomerado Business Park. This amount has been previously pledged to pay the Cadillac Fairview Promissory Note. The Bonds will be secured as well, on a backup basis, by 79 percent of the tax increment generated by the Projct Area, generally. ENVIRONMENTAL IMPACT • There is no environmental impact as a result of the sale of the proposed bond issue. RECOMMENDATION It is recommended that the Poway Public Financing Authority adopt the attached Resolution. JDF:CF-BOND2 .JDF Attachment: L2 of 5 OCT 8 1991 ITEM 3 ® S RESOLUTION NO. RESOLUTION OF THE POWAY PUBLIC FINANCING AUTHORITY APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A PURCHASE CONTRACT AND AN OFFICIAL STATEMENT RELATING TO THE ISSUANCE OF THE AGENCY' S SUBORDINATED TAX ALLOCATION REFUNDING BONDS AND APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Authority is a joint powers authority organized pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California; and WHEREAS, the Agency has previously issued its $7 , 748 , 000 promissory note in favor of CF Poway, Limited pursuant to an action of the Board of Directors of the Agency on April 24 , 1990 accepting for Agency acquisition certain improvements theretofore constructed by CF Poway, Limited, a California limited partnership (the "Agency Note" ) ; and WHEREAS, the Agency proposes to issue its not to exceed $10, 250, 000 Poway Redevelopment Agency Paguay Redevelopment Project Subordinated Tax Allocation Refunding Bonds, Issue of 1991 (the " 1991 Bonds" ) to refund the outstanding Agency Note; and WHEREAS, the purposes stated above will be accomplished by the Authority purchasing such Bonds from the Agency and selling such Bonds to PaineWebber Incorporated (the "Underwriter" ) pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (Government Code Section 6584 et seq . ) ; and WHEREAS, there have been prepared and submitted to this meeting forms of : (1) a draft of the Indenture of the Agency; and (2) a draft of the Preliminary Official Statement of the Agency to be used in connection with the sale of the Bonds (such Preliminary Official Statement in the form presented at this meeting with such changes , insertions and omissions as are made pursuant to this Resolution, being referred to herein as "Preliminary Official Statement" ) ; and (3) a draft of the proposed Bond Purchase Contract among the Agency, the Authority and the Underwriter . 3 of 5 OCT 8 1991 REM 3 • 0 NOW, THEREFORE, BE IT RESOLVED by the Poway Public Financing Authority, as follows : Section 1 . Subject to the provisions of Section 2 hereof , the purchase of the Bonds in an aggregate principal amount not to exceed Ten Million Two Hundred Fifty Thousand Dollars ($10 , 250, 000) on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture and the Bond Purchase Contract , is hereby authorized and approved . The Bonds will be dated, will bear interest at the rates, will mature on the dates , will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Indenture, as the same will be completed as provided in this Resolution . Section 2 . The Indenture, in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved . Section 3 . The Bond Purchase Contract in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein is hereby approved . The Executive Director of the Authority is hereby authorized and directed to execute the Bond Purchase Contract in the form presented at this meeting with such changes , insertions and omissions as may be approved by the Executive Director, said execution being conclusive evidence of such approval . Section 4 . The Preliminary Official Statement in substantially the form presented at this meeting and made a • part hereof as though set forth in full herein is hereby approved and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. Section 5 . The preparation and delivery of an Official Statement, and its use by the Underwriter , in connection with the offering and sale of the Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes , insertions and omissions as may be requested by Bond Counsel or the Underwriter and approved by the Chairman of the Agency, such approval to be conclusively evidenced by the execution and delivery thereof . Section 6 . The Chairman of the Authority, the Treasurer , the Secretary of the Authority, and any other proper officer of the Agency, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments , including any agreements with the Agency relating to the Bonds , and to do and cause to be done -2- 7586u/,2345-37 OCT 8 1991 ITEM 3 p any and all acts and things necessary or proper for carrying out the transactions contemplated by the Indenture, the Bond Purchase Contract , the Official Statement, this Resolution and any such agreements . Section 7 . This Resolution shall take effect immediately upon its adoption . PASSED, ADOPTED AND APPROVED by the Poway Public Financing Authority of the City of Poway, California, at a regular meeting thereof this 8th day of October, 1991. Jan Goldsmith, Chairman ATTEST: Marjorie K. Wahlsten, Secretary STATE OF CALIFORNIA ss. COUNTY OF SAN DIEGO ) I , Marjorie K. Wahlsten, Secretary of the Poway Public Financing Authority, do hereby certify the foregoing Resolution No. was duly adopted by the Poway Public Financing Authority at a meeting of said Agency on the 8th day of October, 1991, and that it was so adopted by the following vote: AYES : NOES: ABSTAIN: ABSENT: Marjorie K. Wahlsten, Secretary Poway Public Financing Authority • - , -3- 15 of 5 OCT 8 1991 ITEM 3 • • Ii RESOLUTION NO. F-91-01 • • RESOLUTION OF THE POWAY PUBLIC FINANCING AUTHORITY APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A PURCHASE CONTRACT AND AN OFFICIAL STATEMENT RELATING TO THE ISSUANCE OF THE AGENCY' S SUBORDINATED TAX ALLOCATION REFUNDING BONDS AND • APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Authority is a joint powers authority organized pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California ; and • WHEREAS, the Agency has previously issued its $7, 748 , 000 promissory note in favor of CF Poway, Limited pursuant to an action of the Board of Directors of the Agency on April 24 , 1990 accepting for Agency acquisition certain improvements theretofore constructed by CF Poway, Limited, a California limited partnership (the "Agency Note" ) ; and WHEREAS, the Agency proposes to issue its not to exceed $10 , 250, 000 Poway Redevelopment Agency Paguay Redevelopment Project Subordinated Tax Allocation Refunding Bonds , Issue of 1991 (the "1991 Bonds" ) to refund the outstanding Agency Note; and WHEREAS, the purposes stated above will be accomplished by the Authority purchasing such Bonds from the Agency and selling such Bonds to PaineWebber Incorporated (the "Underwriter" ) pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (Government Code Section 6584 et seq . ) ; and WHEREAS, there have been prepared and submitted to this meeting forms of : (1) a draft of the Indenture of the Agency; and (2) a draft of the Preliminary Official Statement of the Agency to be used in connection with the sale of the Bonds (such Preliminary Official Statement in the form presented at this meeting with such changes , insertions and omissions as are made pursuant to this Resolution, being referred to herein as "Preliminary Official Statement" ) ; and (3) a draft of the proposed Bond Purchase Contract among • ""'' the Agency, the Authority and the Underwriter . ilksolution No. F-91-01 e2 • NOW, THEREFORE, BE IT RESOLVED by the Poway Public Financing Authority, as follows : Section 1. Subject to the provisions of Section 2 hereof, the purchase of the Bonds in an aggregate principal amount not to exceed Ten Million Two Hundred Fifty Thousand Dollars ($10,,250, 000) on the terms and conditions set forth in, and • subject to the limitations specified in, the Indenture and the Bond Purchase Contract , is hereby authorized and approved. The Bonds will be dated, will bear interest at the rates , will mature on the dates , will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Indenture, as the same will be completed as provided in this Resolution. Section 2 . The Indenture, in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Section 3 . The Bond Purchase Contract in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein is hereby approved. The Executive Director of the Authority is hereby authorized and directed to execute the Bond Purchase Contract in the form presented at this meeting with such changes , insertions and omissions as may be approved by the Executive Director, said execution being conclusive evidence of such approval . Section 4 . The Preliminary Official Statement in substantially the form presented at this meeting and made a • part hereof as though set forth in full herein is hereby approved and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. Section 5 . The preparation and delivery of an Official Statement, and its use by the Underwriter, in connection with the offering and sale of the Bonds, be and the same is hereby authorized and approved . The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes , insertions and omissions as may be requested by Bond Counsel or the Underwriter and approved by the Chairman of the Agency, such approval to be conclusively evidenced by the execution and delivery thereof . Section 6 . The Chairman of the Authority, the Treasurer , the Secretary of the Authority, and any other proper officer of the Agency, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments , including any agreements with the Agency relating to the Bonds , and to do and cause to be done -2- • 7586u/2345-37 °esolution No. F-91-01 ® • �ge 3 "'r- 4 anyand all acts and things necessaryor - g proper for carrying out the transactions contemplated by the Indenture, the Bond Purchase Contract, the Official Statement , this Resolution and any such agreements . -- • Section 7. This Resolution shall take effect immediately . ` : upon its adoption. PASSED, ADOPTED AND APPROVED by the Poway Public Financing Authority of the City of Poway, California, at a regular meeting thereof this 8th day of October, 1991. . . c.` Jar\ Goldsmith, Chairman 1' ^---:' "" ATTEST: UZLc ,N- .) L?t_,1�.'� ?CLi Marjorie K. Wahlsten, Secretary J . l_ STATE OF CALIFORNIA ) ss. COUNTY OF SAN DIEGO ) • • I, Marjorie K. Wahlsten, Secretary of the Poway Public . Financing Authority, do hereby certify the foregoing Resolution No. - F-91-01was 'duly adopted by the Poway Public Financing Authority at a meeting of said Agency on the 8th day of October, 1991, and that it was so adopted by the following vote: AYES: EMERY, SNESKO, GOLDSMITH NOES : NONE • • ABSTAIN: MCINTYRE ABSENT: HIGGINSON r " H• • / ' LMarjorie K. Wahlsten, Secretary Poway\ Public Financing Authority -3-