Res 86-081RESOLUTION NO. 86-081
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
POWAY AUTHORIZING THE PREPARATION, SALE AND
DELIVERY OF $10,000,000 PRINCIPAL AMOUNT OF
CERTIFICATES OF PARTICIPATION AND APPROVING
CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN
ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City of Poway (the "City") and the Poway
Redevelopment Agency (the "Agency") desire to enter into that
certain Lease Agreement dated as of August 1, 1986 by and
between the City and the Agency (the "Lease"), the form of
which has been presented to this City Council at the meeting at
which this Resolution has been adopted, pursuant to which the
City will agree to lease the Projects (as defined in the Lease)
from the Agency and to pay certain Lease Payments (as defined
in the Lease) in connection therewith; and
WHEREAS, the Lease Payments will be assigned by the Agency
to Security Pacific National Bank as trustee (the "Trustee")
pursuant to an Assignment Agreement dated as of August 1, 1986,
by and between the Trustee and the Agency and will be pledged
to the holders of the Certificates of Participation by the
Agency pursuant to a Trust Agreement dated as of August 1, 1986
by and among Security Pacific National Bank as trustee (the
"Trustee"), the City and the Agency (the "Trust Agreement"),
the forms of which have been presented to this City Council at
the meeting at which this Resolution has been adopted; and
WHEREAS, the City and the Agency have determined it to be
in their best interests to enter into an Agency Agreement dated
as of August 1, 1986 by and among the City and the Agency (the
"Agency Agreement"), the form of which has been presented to
this City Council at the meeting at which this Resolution has
been adopted, pursuant to which the Agency will appoint the
City as its agent for purposes of the acquisition, construction
and installation of the Projects; and
WHEREAS, the Agency and the City have determined that it
will be in the best interests of the City, Agency and citizens
of the community to authorize the preparation, sale and
delivery of Certificates of Participation in an aggregate
amount of $10,000,000 (the "Certificates"), which Certificates
evidence an allocable share in the Lease Payments to be made
pursuant to the Lease; and
WHEREAS, there has been presented to this City Council at
this meeting a Preliminary Official Statement relating to the
Certificates (the "Preliminary Official Statement"); and
WHEREAS, there has been presented to this City Council at
this meeting a Purchase Contract by and among Drexel Burnham
Lambert Incorporated, the Agency and the City; and
WHEREAS, there has been presented to this City Council at
this meeting a Reimbursement Agreement by and between the
Agency and the City;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Poway as follows:
SECTION 1: This City Council hereby authorizes the
preparation, sale and delivery of the Certificates in an
aggregate principal amount not to exceed $10,000,000 in
accordance with the terms and provisions of the Trust
Agreement. The purposes for which the proceeds of the
Certificates shall be expended are to pay the cost of the
acquisition and construction of the Projects, including
interest during construction, to fund a reserve fund and to pay
the costs of the sale and delivery of the Certificates.
SECTION 2: Security Pacific National Bank, Los Angeles,
California, is hereby appointed as Trustee on behalf of the
holders of the Certificates with the duties and powers of the
Trustee as set forth in the Trust Agreement.
SECTION 3: The proposed forms of the Lease, the Trust
Agreement, the Assignment Agreement, the Agency Agreement, the
Preliminary Official Statement, the Purchase Contract and the
Reimbursement Agreement presented at this meeting are hereby
approved as to form. The Mayor and the City Clerk are hereby
authorized and directed for and in the name of the City to
execute the Lease, the Trust Agreement, the Agency Agreement
and the Purchase Contract in substantially the form hereby
approved, with such additions thereto and changes therein as
are recommended or approved by Special Counsel to the Agency
and approved by such officers, such approval to be conclusively
evidenced by the execution and delivery thereof. The Mayor and
the City Clerk, or their written designees, are hereby
authorized and directed to execute, acknowledge and deliver any
and all documents required to consummate the transactions
contemplated by the Lease, the Trust Agreement, the Agency
Agreement and the Purchase Contract.
SECTION 4: The form of the Preliminary Official
Statement presented at this meeting and the distribution of
the Preliminary Official Statement to purchasers of the
Certificates are hereby approved, and the Mayor is hereby
authorized and directed to execute and deliver the final
Official Statement in substantially the form hereby approved,
with such additions thereto and changes therein as are
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recommended or approved by Special Counsel to the Agency and
approved by such officer, such approval to be conclusively
evidenced by the execution and delivery thereof.
SECTION 5: The Mayor and City Clerk and the City
Manager and their written designees, are hereby authorized and
directed, 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, to obtain a rating from a
nationally recognized rating agency on the Certificates and
otherwise to effectuate the purposes of this Resolution, and
such actions previously taken by such officers are hereby
ratified and confirmed.
SECTION 6: The Trustee is hereby authorized and
directed to make the transfer of funds as required by Section
401 of the Trust Agreement and to invest such funds in any
Investment Securities (as defined in the Trust Agreement) as
directed by the Executive Director of the Agency or his
designee.
SECTION 7: In the event the Mayor is unavailable or
unable to execute and deliver any of the above-referenced
documents, any other member of the City Council may validly
execute and deliver such document, and any document required to
be signed by the City Clerk may be signed by any deputy clerk.
SECTION 8: This Resolution shall take effect from and
after its date of adoption.
PASSED AND ADOPTED by the City Council of the City of
Poway, State of California, on July 29, 1986, by the following
vote:
AYES: Emery, Oravec, Shepardson, Kruse
NOES: None
ABSENT: Tarzy
(SEAL)
May¢
ATTEST:
City
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