Res F-02-03RESOLUTION NO. F-02-03
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE POWAY PUBLIC
FINANCING AUTHORITY AUTHORIZING THE PREPARATION, SALE AND
DELIVERY OF NOT TO EXCEED $20,000,000 PRINCIPAL AMOUNT OF 2002
CERTIFICATES OF PARTICIPATION (CITY OFFICE PROJECT) AND
APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN
CONNECTION THEREWITH AND RESCINDING RESOLUTION NO. F-02-02
WHEREAS, the Poway Public Financing Authority is a joint powers authority duly
organized and existing under the laws of the State of California (the "Authority") with the
authority to assist in the financing of capital facilities on behalf of the City of Poway, a
municipal corporation (the "City"); and
WHEREAS, on October 8, 2002, the Authority adopted Resolution No. F-02-02
approving the execution and delivery of 2002 Certificates of Participation in an
aggregate principal amount not to exceed $15,000,000; and
WHEREAS, the Authority and the City have determined that it is necessary and
desirable to increase the maximum permitted principal amount of the Certificates
(defined below) to not to exceed $20,000,000, and to adopt this resolution to supercede
and replace Resolution No. F-02-02 to accomplish such purpose; and
WHEREAS, the City now desires to execute and deliver certificates of
participation (as described below) for the purpose of financing certain acquisition, site
improvement and construction costs of public capital facilities, including, but not limited
to, a City Office facility serving the City (collectively, the "Project"); and
WHEREAS, in order to accomplish the financing of the Project, the City and the
Authority further desire to enter into that certain Site and Facilities Lease by and
between the City and the Authority to be dated as of the first day of the month in which
the Purchase Agreement is executed (the "Site Lease") and that certain Lease
Agreement, by and between the City and the Authority (the "Lease Agreement") to be
dated as of the first day of the month in which the Purchase Agreement is executed, the
forms of which have been approved by this Board of Directors at the October 8, 2002,
meeting, pursuant to which Site Lease the City will lease the Property (defined below) to
the Authority and pursuant to which Lease Agreement the City will agree to lease
certain real property and improvements constituting the City Office Project to be
constructed with proceeds of the Certificates (collectively, the "Property") from the
Authority and to pay certain lease payments in connection therewith which will be
pledged by the Authority to the owners of the 2002 Certificates of Participation (City
Office Project) (the "Certificates") to be executed and delivered pursuant to a Trust
Agreement by and among U.S. Bank, N.A., as trustee (the "Trustee"), the City and the
Authority (the "Trust Agreement"), the form of which has been presented to this Board of
Directors at the October 8, 2002, meeting and approved; and
Resolution No. F-02- 03
Page 2
WHEREAS, the Authority and the City have determined that it would be in the
best interests of the Authority, the City and the residents of the City to authorize the
preparation, sale and delivery of the Certificates in an aggregate principal amount not to
exceed $20,000,000, which Certificates evidence proportionate interests in certain
rights under the Lease Agreement, including the right to receive certain lease payments
to be made by the City thereunder, including, but not limited to, certain sublease
payments to the extent made by the County under the Sublease; and
WHEREAS, the Board of Directors desires to consent to the assignment of
certain of the Authority's rights, title and interest in and to the Site Lease and the Lease
Agreement, including the right to receive such lease payments from the City, to the
Trustee pursuant to an Assignment Agreement, between the Authority and the Trustee,
to be dated as of the first day of the month in which the Purchase Agreement is
executed (the "Assignment Agreement"), the form of which has been approved by this
Board of Directors at the October 8, 2002, meeting; and
WHEREAS, the Board of Directors desires to approve the form of a Purchase
Agreement (the "Purchase Agreement"), by and between the City and Wedbush Morgan
Securities (the "Purchase¢'), pursuant to which the Purchaser will agree to buy the
Certificates on the terms and conditions set forth therein, the form of which has been
presented to this Board of Directors at the October 8, 2002, meeting and approved, and
to approve the form of Special Counsel Agreement by and between the City and
Stradling Yocca Carlson & Rauth, a Professional Corporation presented to this Board of
Directors at the same meeting (the "Special Counsel Agreement"); and
WHEREAS, the Board of Directors desires to approve the form of a Preliminary
Official Statement relating to the Certificates (the "Preliminary Official Statement") to be
distributed to potential investors, for the purposes of facilitating the sale of the
Certificates at the lowest feasible interest rate, the form of which has been presented to
this Board of Directors at the October 8, 2002, meeting and was adopted.
NOW, THEREFORE, BE IT RESOLVED by the Poway Public Financing
Authority as follows:
Section 1. Each of the foregoing recitals is true and correct.
Section 2. This Board of Directors hereby consents to the preparation, sale
and delivery of the Certificates in an aggregate amount of not to exceed $20,000,000 in
accordance with the terms and provisions of the Trust Agreement, with the exact
principal amount to be that determined necessary by the City Manager to finance the
Project. The purposes for which the proceeds of the Certificates shall be expended are
to finance the Project and to provide for a reserve fund, if any, and the costs of the
preparation, sale and delivery of the Certificates.
Resolution No. F-02-03
Page 3
Section 3. U.S. Bank, N.A. is hereby appointed as Trustee on behalf of the
owners of the Certificates, with the duties and powers of such Trustee as set forth in the
Trust Agreement.
Section 4. The forms of the Lease Agreement, the Trust Agreement and the
Assignment Agreement presented at the October 8, 2002, meeting were approved.
Each of the Chairman of the Poway Public Financing Authority, the Vice Chairman of
the Authority or his designee (the "Vice Chairman") and the Secretary of the Authority is
hereby authorized for and in the name of the Authority to execute the Lease Agreement,
the Assignment Agreement and the Trust Agreement in substantially the forms hereby
approved, with such additions thereto and changes therein as are recommended or
approved by Stradling Yocca Carlson & Rauth, as Special Counsel to the City ("Special
Counsel"), or Vice Chairman and the officers executing the same, including all changes
necessary to reflect the purchase of bond insurance as described in Section 5 below.
Approval of such changes shall be conclusively evidenced by the execution and delivery
of the foregoing documents by such officers. The Chairman of the Authority, the Vice
Chairman, and the Secretary of the Authority are hereby authorized to execute,
acknowledge and deliver any and all documents required to consummate the
transactions contemplated by the Lease Agreement, the Assignment Agreement and
the Trust Agreement.
Section 5. The form of the Purchase Agreement presented at the October 8,
2002, meeting and the sale of the Certificates pursuant thereto were approved, and
each of the Chairman of the Authority and the Vice Chairman is hereby authorized to
evidence the Authority's acceptance of the terms and provisions of the Purchase
Agreement by executing and delivering the Purchase Agreement in the form presented
to the Authority at that meeting, with such additions thereto and changes therein as are
recommended or approved by Special Counsel and the officers executing the same.
Approval of such additions and changes shall be conclusively evidenced by the
execution and delivery of the Purchase Agreement; provided, however, that the
Purchase Agreement shall be signed only if the aggregate principal amount of the
Certificates does not exceed $20,000,000, and the Purchaser's discount (exclusive of
original issue discount and any bond insurance premium) with respect to the Certificates
does not exceed 0.50% of the aggregate principal amount of the Certificates. The Vice
Chairman is authorized to determine the day on which the Certificates are to be priced
in order to produce the lowest financing cost for the Certificates, which determination
shall be conclusively evidenced by the execution and delivery of the Purchase
Agreement by one of the aforesaid officers, provided, however, that the net interest cost
thereof shall not exceed 6.00%. The Vice Chairman, or his designee, is authorized to
reject any terms presented by the Purchaser if determined not to be in the best interest
of the Authority and is further authorized to evaluate whether the purchase of municipal
bond insurance for the Certificates will result in a net savings to the City and if so to
purchase such municipal bond insurance.
Resolution No. F-02-03
Page 4
Section 6. The form of the Certificates as set forth in the Trust Agreement (as
the Trust Agreement may be modified pursuant to Section 4 hereof) was approved on
October 8, 2002.
Section 7. The form of the Preliminary Official Statement presented at the
October 8, 2002, meeting was approved, and the Preliminary Official Statement may be
distributed to prospective purchasers in the form so approved, together with such
additions thereto and changes therein as are determined necessary by the Vice
Chairman, or his designee, to make such Preliminary Official Statement final as of its
date for purposes of Rule 15c2-12 of the Securities and Exchange Commission. Each
of the Chairman of the Authority and the Vice Chairman is hereby authorized to execute
a final Official Statement in the form of the Preliminary Official Statement, together with
such changes as are determined necessary by the Vice Chairman, or his designee, to
make such Official Statement complete and accurate as of its date. The Purchaser is
further authorized to distribute the final Official Statement for the Certificates to the
purchasers thereof upon its execution by an officer of the Authority as described above.
The Vice Chairman and his written designees are hereby authorized and directed to
take whatever steps are necessary to comply with the requirements of Rule 15c2-12
applicable to the Certificates following their execution and delivery, including but not
limited to the execution by the Vice Chairman or his written designee of a continuing
disclosure agreement in a form and substance acceptable to the Vice Chairman, which
acceptance shall be conclusively evidenced by the execution thereof as authorized
above.
Section 8. The form of Special Counsel Agreement presented at the October
8, '2002, meeting was approved and the City Manager is authorized to execute such
Agreement and deliver such to Special Counsel.
Section 9. .The Chairman of the Authority, the Vice Chairman, or his written
designee, and the Secretary of the Authority are hereby authorized, 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 and otherwise effectuate the purposes of this Resolution, and
such actions previously taken by such officers are hereby ratified and confirmed. In the
event the Chairman of the Authority is unavailable or unable to execute and deliver any
of the above-referenced documents, any other member of the Board of Directors may
validly execute and deliver such document, and, in the event the Secretary of the
Authority is unavailable or unable to execute and deliver any of the above-referenced
documents, any deputy secretary may validly execute and deliver such document in his
or her place.
Section 10. This Resolution shall take effect from and after its date of adoption.
Resolution No. F-02-03
Page 5
PASSED, ADOPTED, AND APPROVED by the Poway Public Financing
Authority of the City of Poway at a regular meeting held on the 10th day of December
2002.
ATTEST:
LoriJAnne Peoples, Secretary-
Michael P. Cafagna,
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 above and foregoing Resolution No. F-
02-03 was duly adopted by the Poway Public Financing Authority at a meeting of said
Agency held on the 10th day of December 2002, and that it was so adopted by the
following vote:
AYES:
EMERY, GOLDBY, HIGGINSON, CAFAGNA
NOES: REXFORD
ABSTAIN: NONE
ABSENT: NONE
L~ri ~Anne Peoples, Sec"~et~r~
Poway Public Financing Authority