Res 85-107RESOLUTION NO. 85-107
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF POWAY, CALIFORNIA,
AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF SPECIAL TAX BONDS OF
A COMMUNITY FACILITIES DISTRICT
WHEREAS, the City Council of the City of Poway, California
(hereinafter referred to as the "legislative body of the local
agency"), has heretofor undertaken proceedings and declared the
necessity to issue bonds on behalf of a Community Facilities
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. Said Community Facilities District is designated
and known as
SOUTH POWAY COMMUNITY FACILITIES DISTRICT NO. 1
(hereinafter referred to as the "District"); and,
WHEREAS, pursuant to Resolution No. 85-094, adopted by this
legislative body on the 21st day of November 1985, the bond pro-
position (attached as Exhibit A hereto and incorporated herein by
reference) was approved by the sole qualified voter within the
District: WHEREAS, based upon such approval for incurring said
indebtedness and issuing said special tax bonds) the South Poway
Community Facilities District No. 1 is now authorized to issue
bonds in the amount hereinafter set forth and for the purpose set
forth in said proposition; and
WHEREAS, the District, has filed an action entitled City of
Poway v. Wahlsten, (San Diego Superior Court Case No. 554831) on
December 18, 1985, and has requested a judgment in connection
with such action that the issuance of bonds of the South Poway
Community Facilities District No. 1, to be paid by a special tax
authorized under the Mello-Roos Community Facilities Act of 1982,
(Sections 53311 and following of the California Government Code)
("Mello-Roos Act") and collected within said Community Facilities
District ("special tax levy"), be declared valid and consistent
with Article XIII A of the Constitution of the State of
california; and
WHEREAS, on November 26, 1985, the legislative body did enact
Ordinance No. 182 authorizing the levy of a special tax in the
Community Facilities District; and
WHEREAS, the legislative body of the Community Facilities
District hereby desires to proceed to issue its bonds in the
aggregate principal amount of $30,000,000 designated as the City
of Poway (San Diego County) South Poway Community Facilities
District No. 1 (Pomerado Business Park Project) Special Tax Bonds
Series 1985.
Resolution No. 85-107
Page 2
NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED
as follows:
Section 1. Pursuant to the Mello-Roos Act and the
Registered Public Obligations Act of California (Sections 5050
and following of the California Government Code), bonds of the
South Poway Community Facilities District No. 1 (hereinafter
referred to as the "bonds") in the principal sum of $30,000,000
shall be issued for the purpose set forth in the recitals hereof.
The bonds shall be designated "CITY OF POWAY (SAN DIEGO COUNTY)
SOUTH POWAY COMMUNITY FACILITIES DISTRICT NO. 1 (POMERADO
BUSINESS PARK PROJECT) SPECIAL TAX BONDS SERIES 1985, shall be
numbered consecutively upward, beginning with R-l, and shall each
be of the denomination of $5,000 or any authorized integral
multiple thereof. Said bonds shall be dated December 2, 1985,
and shall mature on March 2, in the amounts and bearing interest
at the rates for each of the several years, as follows:
Principal Maturity Date Interest
Amount (Autust 1) Rate
$360,000 3/2/87 6.5%
385,000 3/2/88 7.0
410,000 3/2/89 7.5
440,000 3/2/90 8.0
475,000 3/2/91 8.2
515,000 3/2/92 8.4~
Year 2000 Term Bond $6,285,000 Rate 9.50% Price: 100%
Year 2011 Term Bond $21,130,000 Rate 9.75% Price:
Interest shall be payable semiannually on March 2, and
September 2, of each year commencing on September 2, 1986.
99.5%
Resolution No. 85-107
Page 3
Principal of said bonds and any premium upon the redemption prior
to maturity shall be payable at the principal corporate trust
office of the Fiscal Agent in Los Angeles, California as
hereinafter appointed. The interest thereon shall be payable by
check or draft mailed to the registered owner of record as of the
close of business on the fifteenth day of the month preceding the
month in which an interest payment date occurs.
Section 2. The Mayor and City Clerk are hereby authorized
and directed to sign all of said bonds by their printed,
lithographed or engraved facsimile signatures. The bonds shall
be authenticated upon initial delivery and any transfer or
exchange by manual signature of the Fiscal Agent. Only bonds
bearing such authentication manually executed by the Fiscal Agent
shall be valid or obligatory for any purpose or entitled to the
benefits of this resolution, and such certificate of the Fiscal
Agent shall be conclusive evidence that the bonds so authen-
ticated have been duly executed, authenticated and issued
hereunder and are entitled to the benefits hereof.
Section 3. Each of said bonds shall be registered as to both
principal and interest, and any registered bond may be trans-
ferred or exchanged in the manner and with the effect set forth
in the provisions for registration contained in the form of bond
set forth herein. The Fiscal Agent shall keep or cause to be
kept, at its principal corporate trust office in Los Angeles,
California, sufficient books for the registration and transfer of
the bonds, which shall at all times be open to inspection by the
District; and, upon presentation for such purpose, the Fiscal
Agent shall, under such reasonable regulations as it may
prescribe, register or transfer or cause to be registere~ or
transferred, on such books, the bonds as provided herein.
Security Pacific National Bank is hereby appointed as Fiscal
Agent. The Fiscal Agent may chahge such appointment from time to
time.
Section 4. That said bonds shall be issued in substantially
the following form:
R/RES/Tax4-6
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
CITY OF POWAY
(San Diego County)
SOUTH POWAY COMMUNITY FACILITIES
DISTRICT NO. 1
(Pomerado Business Park Project)
SPECIAL TAX BONDS SERIES 1985
No. R-
City of Poway (San Diego County) South Poway Community
Facilities District No. 1, State of California (the
"District"), duly organized and existing under and by virture
of the Mello-Roos Community Facilities Act of 1982, Sections
53311 and following of the Government Code of the State of
California ("Mello-Roos Act"), hereby acknowledges its
indebtedness and promises to pay to , or
registered assigns, the sum of
($ ), on the second day of March with
interest thereon at the rate of percent i ~),
interest payable semiannually on the second day of September
and March of each and every year commencing on September 2,
1985 until this bond is paid. Both principal of and any
premium upon the redemption of this bond prior to maturity are
payable in lawful money of the United States of America upon
presentation of this bond at the principal corporate trust
office of the Registrar Security Pacific National Bank in Los
Angeles, California. Interest shall be paid in lawful money of
the United States of America, to the then registered owner
hereof as of the close of business on the fifteenth day of the
month preceding the month in which an interest payment date
occurs at the address shown on the registration books.
Interest on this bond shall be payable from the interest
payment date next preceding the date of registration hereof,
unless such date of registration is an interest payment date,
in which event interest will be payable from such date of
registration, or unless such date of registration is prior to
the first interest payment date, September 2, 1986, in which
event interest will be payable from December 2, 1985.
Unless this bond matures on or prior to March 2, 1996, it is
redeemable prior to maturity in accordance with the provisions
for redemption endorsed hereon.
Any tax for the payment hereof shall be limited to the annual
special tax authorized under the Mello-Roos Act, to be
collected within Community Facilities District No. 1 of said
District with respect to the payment of principal, interest and
premium on the bond, except to the extent that provision for
payment has been made by the City Council of the City of Poway,
as may be permitted by law. The bonds do not constitute
obligations of the City of Poway or the Community Facilities
District No. 1 thereof for which the City or the Community
Facilities District No. 1 thereof is obligated to levy or
pledge, or has levied or pledged, general or special taxation
other than as described hereinabove. The City Council of the
City of Poway has convenanted for the benefit of the owners of
the bonds that it will commence within~ninety (90) days and
diligently pursue to completion appropriate foreclosure actions
in the event of delinquencies of any special tax installments
levied for payment of principal and interest.
This bond shall not become valid or obligatory for any purpose
until the certificate of authentication and registration hereon
endorsed shall have been dated and signed by the Fiscal Agent.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts,
conditions and things required by law to exist, happen and be
performed precedent to and in the issuance of this bond have
existed, happened and been performed in due time, form and
manner as required by law, and that the amount of this bond,
together with all other indebtedness of said Community
Facilities District No. 1, does not exceed any debt limit
prescribed by the laws or Constitution of the State of
California.
IN WITNESS WHEREOF, said City of Poway, for the South Poway
Community Facilities District No. 1 thereof, has caused this
bond to be dated this second day of December 1985, to be signed
by the Mayor of the City of Poway by his City signature and
attested by the facsimile signature of the facsimile~Clerk of
the City of Poway
Mayor
CITY OF POWAY
and of the City Council
thereof, for the South Poway
Community Facilities
District No. 1 of the City
ATTEST:
Clerk
CITY OF POWAY
and of the City Council
thereof, for the South Poway
Community Facilities
District No. 1 of the City
(SEAL)
FORM OF FISCAL AGENTS CERTIFICATE
OF AUTHENTICATION AND REGISTRATION
This is one bf the bonds described in Resolution No.
of the City Council of the City of Poway, which has been
registered this day of
SECURITY PACIFIC NATIONAL BANK,
as Fiscal Agent
By.
Authorized Officer
FORM OF ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign
and transfer unto the within-mentioned registered
bond and hereby irrevocably constitute(s) and appoint(s)
attorney, to transfer the same on the books of the
Registrar with full power of substitution in the premises.
Dated:
Substantially the following provisions for redemption
shall be printed on the reverse side of the bond:
PROVISIONS FOR REDEMPTION
Unless this bond matures on or prior to March 2, 1996, it is
redeemable in the manner and subject to the terms and
provisions and with the effect set forth in Resolution No.
of the City Council of the City of Poway at the option of the
City on March 2, 1997, or on any interest payment date
thereafter prior to maturity, upon at least thirty (30) days',
but not more than ninety (90) days' prior notice mailed to the
registered owners at the addresses appearing on the bond
registry books, at the following redemption prices, expressed
as a percentage of par value, together with accrued interest to
the date of redemption:
103~
102%
if redeemed on or before September 2, 1996;
if redeemed thereafter and on or before
September 2, 1997;
101%
loo%
if redeemed thereafter and on or before
.September 2, 1998;
if redeemed thereafter and prior to maturity.
Substantially the following provisions for registration
shall be printed on the reverse side of each bond:
PROVISIONS FOR REGISTRATION
This bond shall be registered in the name of the owner hereof,
as to both principal and interest.
Each registration and transfer of registration of this bond
shall be entered by the Fiscal Agent in books kept by it for
this purpose and authenticated by his manual signature upon the
certificate of authentication and registration endorsed hereon.
No transfer hereof shall be valid for any purpose unless made
by the registered owner, by execution of the form of assignment
endorsed hereon, and authenticated as herein provided, and the
principal hereof, interest hereon and any redemption premium
shall be payable only to the registered owner or to such
owner's order. Interest on this bond shall be payable to the
person whose name appears upon the registry books as the
registered owner hereof as of the close of business on the
fifteenth day of the calendar month preceding the month in
which an interest payment date occurs , or to such person's
order.
The Registrar shall require the bond owner requesting transfer
or exchange to pay any tax or other governmental charge
require~ to be paid with respect to such transfer or exchange.
Section 5. The proceeds of the sale of said bonds (except
the sums transferred, including any premium or accrued
interest, to funds hereinafter provided for in Sections 6 and
11 hereof) shall be forthwith turned over to and placed in the
treasury of the City to the credit of a fund hereby created and
designated "1985 BONDS, ACQUISITION FUND FOR SOUTH POWAY
COMMUNITY FACILITIES DISTRICT NO. 1," and the monies in said
fund shall be applied exclusively to the acquisition and
construction of the works described in the bond proposition in
the recitals hereof and for paying the costs of the issuance of
such bonds and related costs.
Section 6. There is hereby created and established a fund
in the ~reasury of the City to be designated "1985 BONDS, BOND
FUND FOR SOUTH POWAY COMMUNITY FACILITIES DISTRICT NO. 1"
(herein sometimes called the "Bond Fund"). There shall be
forthwith transferred and placed in the Bond Fund from the
proceeds of the sale of said bonds an amount which, together
with any premium or accrued interest, shall equal the interest
due on the bonds from the date of the bonds to and including
September 2, 1986. Said bonds and interest thereon shall be
paid from said transferred proceeds and from the monies
received from the annual special tax levied and collected for
and with respect to the bonds within said South Poway Community
Facilities District No. 1 and from proceeds from the sale of
property for delinquency of such taxes. Monies raised by the
South Poway Community Facilities District No. 1 for this
purpose shall be deposited in the Bond Fund and shall be used
solely for the purpose of paying the interest on and principal
of said bonds. The City Council hereby covenants for the
benefit of the owners of the bonds that it will commence within
ninety (90) days and diligently pursue to completion an
appropriate foreclosure proceeding in the event any such
special tax installment becomes delinquent. In no event shall
the special tax levy be reduced or eliminated if doing so would
interfere with the timely repayment of the principal of and
interest on said bonds.
Section 7. The bonds maturing on or prior to March 2,
1996, shall not be subject to call or redemption prior to
maturity. All bonds maturing on or after March 2, 1997, or any
of them, may be called before maturity and redeemed, at the
option of the Board of Trustees, on March 2, 1996, or on any
interest payment date thereafter prior to maturity. Bonds
called prior to maturity shall be redeemed at the following
redemption prices expressed as a percentage of par value,
together with accrued interest to date of redemption:
103% if redeemed on or before September 2, 1996;
102% ~ if redeemed thereafter and on or before
September 2, 1997;
101% if redeemed thereafter and on or before
September 2, 1998;
100% if redeemed thereafter and prior to maturity.
All or any of the bonds subject to call may be called for
redemption at any one time. If less than all of the bonds are
redeemed at one time, such bonds shall be redeemed only in
inverse order of maturity and bonds within a single maturity
shall be selected by lot. For purposes of such selection,
bonds shall be deemed to consist of $5,000 portions, and any
such portion may be separately redeemed. The interest payment
date on which bonds are called to be presented for redemption
is hereinafter sometimes called the "redemption date."
Section 8. Notice of intended redemption shall be mailed
postage prepaid, to the respective registered owners of the
bonds a~ the addresses appearing on the bond registry books at
least thirty (30) days but not more than ninety (90) days prior
to the redemption date. The notice of redemption shall: (a)
state the redemption date; (b) state the redemption price; (c)
state the numbers and dates of maturity of the bonds to be.
redeemed, and in the case of bonds to be redeemed in part, the
respective principal portions to be redeemed; provided,
however, that whenever any call includes all bonds of a
maturity the numbers of the bonds of such maturity need not be
stated; (d) require that such bonds be surrendered at the
principal corporate trust office of the Fiscal Agent in Los
Angeles, California; (e) require that the form of assignment
endorsed on the bonds be duly executed in blank; and (f) give
notice that further interest on such bonds will not accrue
after the designated redemption date.~
The actual receipt by the owner of any bond (hereinafter
referred to as "owner") of notice of such redemption shall not
be a condition precedent to redemption, and failure to receive
such notice shall not affect the validity of the proceedings
for redemption of such bonds or the cessation of interest on
the date fixed for redemption.
The notice or notices required by this section shall be
given by the Fiscal Agent. A certificate by said Fiscal Agent
that notice of call and redemption has been given to the
registered owners of the bonds as herein provided shall be
conclusive as against all parties, and no owner whose bond is
called for redemption may object thereto, or object to
cessation of interest on the redemption date, by any claim or
showing that he failed to receive actual notice of call and
redemption.
Section 9. Prior to the date of redemption, there shall be
established in the treasury of the City, a fund to be
designated or known as "1985 BONDS, REDEMPTION FUND~FOR SOUTH
POWAY COMMUNITY FACILITIES DISTRICT NO. 1" (hereinafter
sometimes called "Redemption Fund"), and prior to the mailing
of the notice of redemption, there must be set aside in said
Redemption Fund monies available for the purpose and sufficient
to redeem, at the premiums payable as in this resolution
provided, the bonds designated in such notice of redemption.
Said monies must be set aside in said fund solely for that
purpose and shall be applied on or after the redemption date to
the payment (principal and premium) for the bonds to be
redeemed upon presentation and surrender of such bonds and
shall be used only for that purpose. Any interest on or prior
to the redemption date shall be paid from the Bond Fund. If
after a~l of the bonds have been redeemed and cancelled or paid
and cancelled there are monies remaining in said Redemption
Fund, said monies shall be transferred to the Bond Fund;
provide~, however, that if said monies are part of the proceeds
of refunding bonds, said monies shall be transferred to the
fund created for the payment of principal and interest on such
refunding bonds.
Section 10. When notice of redemption has been given
substantially as provided for herein, and when the amount
necessary for the redemption of the bonds called for redemption
(principal and any premium) is set aside for that purpose in
the Redemption Fund, as provided for herein, the bonds
designated for redemption shall become due' and payable on the
date fixed for redemption thereof, and upon presentation and
surrender of said bonds at the place specified in the notice of
redemption, with the form of assignment endorsed thereon
executed in blank, said bonds shall be redeemed and paid at the
redemption price out of the Redemption Fund and no interest
will accrue on such bonds or portions of bonds called for
redemption after the redemption date specified in said notice,
and the owners of such bonds so called for redemption after
such redemption date shall look for the payment of such bonds
or portions of bonds and premium thereon only to said
Redemption Fund. All bonds redeemed shall be cancelled
forthwith by the Fiscal Agent and shall not be reissued. Upon
surrender of bonds redeemed in part, a new bond or bonds of the'
same maturity shall be registered, authenticated and delivered
to the registered owner at the expense of MYSD, in the
aggregate principal amount of the unredeemed portion.
Ail unpaid interest payable at or prior to the date fixed
for redemption shall continue to be payable to the respective
registered owners of such bonds or their order, but without
interest thereon.
Section 11. There is hereby created and established a fund
in the treasury of the City to be designated "1985 BONDS, BOND
RESERVE FUND FOR SOUTH POWAY COMMUNITY FACILITIES DISTRICT NO.
1" (hereinafter sometimes referred to as the "Reserve Fund").
Said Reserve Fund shall be established out of the proceeds of
the sale of the bonds pursuant to Section 53345.3 of the
California Government Code. The amount of said Reserve Fund
shall at all times be equal to the percent (1OX) of the initial
aggregate principal amount of the bonds. If the amount in said
Reserve Fund becomes insufficient, said Reserve Fund shall be
restored by the inclusion of a sufficient amount in the next
annual special tax levied with respect to the bonds available
to replenish said Reserve Fund pursuant to Section 53358 of the
California Government Code. The monies in said Reserve Fund
shall be used only for payment of principal of and interest on
the bonds in accordance with the provisions of California
Government Code Section 53358, except that investment of said
monies shall be permitted pursuant to Section 53601(b) of the
California Government Code in United States Treasury notes,
bonds, bills or certificates of indebtedness, or those for
which the full faith and credit of the United States are pledged
for the payment of principal and interest, provided that any of
the foregoing shall mature on or before twelve (12) years from
the date of purchase and in no event later than the final
maturity date of the bonds.
Section 12. The City may issue additional bonds of the
South Poway Community Facilities District No. 1, the bonds, if
such additional bonds and a special tax to provide for the
payment of the interest on and the principal of said additional
bonds, are authorized as provided in the Mello-Roos Act.
Section 13. The City shall not make., or permit to be made,
any use of the proceeds of the bonds if, had such use been made
on the date of delivery of the bonds, the effect thereof would
have been to cause the bonds to be an arbitrage bond within the
meaning of Section 103(c) of the Internal Revenue Code of 1954,
as amended.
PASSED, ADOPTED AND APPROVED, by the City Council of the City
of Poway, California, at an adjourned regular meeting thereof
this 23rd day of December, 1985.
Mayor,/~i~y of-~oway --
State Wf California
By:
ATTEST:
~orie K. Wahl'sten,v Ci~lerk
City of Poway
State of California
Mary L. Shepardson,
Deputy Mayor