Res 12-052RESOLUTION NO. 12 -052
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
POWAY, CALIFORNIA, AUTHORIZING THE EXECUTION AND
DELIVERY OF 2012 REFUNDING CERTIFICATES OF PARTICIPATION,
APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF SAID CERTIFICATES, AND
AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO
WHEREAS, the City of Poway (the "City ") is a general law city, duly organized
and validly existing under the Constitution and laws of the State of California (the
"State "); and
WHEREAS, the Poway Public Financing Authority (the "Authority ") is a joint
powers authority duly organized and existing under and pursuant to Articles 1 through 4
(commencing with Section 6500), Chapter 5, Division 7, Title 1 of the California
Government Code (the "Act ") and that certain Joint Exercise of Powers Agreement,
dated as of October 8, 1991, by and between the City of Poway and the Successor
Agency of the Poway Redevelopment Agency, as successor to the Poway
Redevelopment Agency, and is authorized pursuant to Article 4 of the Act to issue
bonds for the purpose of financing and refinancing public capital improvements; and
WHEREAS, in 2003, the City financed the acquisition and construction of certain
City office and City Council chambers improvements (the "City Office Building Project ")
through the execution and delivery of 2003 Certificates of Participation (City Office
Building Project) (the "2003 COPs "); and
WHEREAS, in connection with the 2003 COPs, the City leased certain real
property encompassing the City Office Building Project and the improvements thereon
(the "Site ") to the Authority pursuant to a Site and Facilities Lease, dated as of January
1, 2003 (the "2003 Site Lease "), and the City subleased the Site back from the Authority
pursuant to a Lease Agreement, dated January 1, 2003 (the "2003 Lease "); and
WHEREAS, the City desires to cause the execution and delivery of refunding
certificates of participation (the "2012 COPs ") for the purpose of refunding all of the
remaining outstanding 2003 COPs; and
WHEREAS, the City, the Authority and U.S. Bank National Association, as
trustee (the "Trustee ") propose to enter into a Trust Agreement (the "Trust Agreement "),
in order to provide for the execution and delivery of the 2012 COPs; and
WHEREAS, the City proposes to enter into an Amendment to Site and Facilities
Lease (the "Site Lease Amendment ") and an Amendment to Lease Agreement (the
"Lease Amendment") in order to amend the 2003 Site Lease and the 2003 Lease,
respectively, so as to adjust the amount of the lease payments thereunder and make
the provisions thereof applicable to the 2012 COPs;
Resolution No. 12 -052
Page 2
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Poway as follows:
Section 1. Recitals. The above recitals, and each of them, are true and
correct.
Section 2. Approval of Financing. The City Council hereby finds that the
execution and delivery of the 2012 COPs to effect a refunding of all of the remaining
outstanding 2003 COPs will be for the common benefit and will result in significant
public benefits to the constituents of the City. The City Council hereby approves the
execution and delivery of the 2012 COPs, subject to the parameters set forth below in
Section 8.
Section 3. Trust Agreement. The Trust Agreement, in the form on file in the
office of the City Clerk, is hereby approved. Subject to the parameters set forth in
Section 8, each of the Mayor (or in his absence, the Deputy Mayor) and the City
Manager (each, an "Authorized Officer "), acting singly, is hereby authorized and
directed, for and in the name and on behalf of the City, to execute and deliver the Trust
Agreement in substantially said form, with such changes therein (including changes to
provisions relating to the term of the Certificates, payment of the principal and interest
components, early redemption and other matters) as the Authorized Officer executing
the same may approve (such approval to be conclusively evidenced by the execution
and delivery thereof). The appointment of U.S. Bank National Association, as trustee
(the "Trustee ") under the Trust Agreement is hereby approved.
Section 4. Site Lease Amendment. The Site Lease Amendment proposed to
be entered into by and between the City and the Authority, in the form on file in the
office of the City Clerk, is hereby approved. Subject to the parameters set forth in
Section 8, each Authorized Officer, acting singly, is hereby authorized and directed, for
and in the name and on behalf of the City, to execute and deliver the Site Lease
Amendment in substantially said form, with such changes therein (including changes to
the provisions relating to the term of the lease and other matters) as the Authorized
Officer executing the same may approve (such approval to be conclusively evidenced
by the execution and delivery thereof).
Section 5. Lease Amendment. The Lease Amendment proposed to be
entered into by and between the Authority and the City, in the form on file in the office of
the City Clerk, is hereby approved. Subject to the parameters set forth in Section 8,
each Authorized Officer, acting singly, is hereby authorized and directed, for and in the
name and on behalf of the City, to execute and deliver the Lease Amendment in
substantially said form, with such changes therein (including changes to the provisions
relating to the term of the lease, payment and prepayment of the lease payments and
other matters) as the Authorized Officer executing the same may approve (such
approval to be conclusively evidenced by the execution and delivery thereof).
Section 6. Notice Inviting Bids. The Official Notice Inviting Bids (the "Notice
Inviting Bids "), relating to the sale of the 2012 COPs, in the form on file with the City
Resolution No. 12 -052
Page 3
Clerk is hereby approved. Each Authorized Officer, acting singly, is hereby authorized,
for and in the name of the City, to use the Notice Inviting Bids, with such changes,
insertions and omissions as such Authorized Officer may require or approve upon
advice and with the consent of Bond Counsel, to solicit from underwriters proposals to
purchase the 2012 COPs. Subject to the parameters set forth in Section 8, the terms
and conditions of the offering and sale of the 2012 COPs shall be as specified in the
Notice Inviting Bids. Bids for the purchase of the 2012 COPs shall be received by the
City at the time and place set forth in the Notice Inviting Bids. The Authorized Officers
are each hereby authorized and directed, for and in the name of the City, to accept the
lowest bid for the 2012 COPs, or to reject all bids therefor, in accordance with the
Notice Inviting Bids.
Section 7. Notice of Intention to Sell Certificates. The Notice of Intention to
Sell Certificates, in the form on file with the City Clerk, is hereby approved. Each
Authorized Officer, acting singly, is hereby authorized and directed, for and in the name
of the City, to cause the Notice of Intention to Sell Certificates to be published once in
The Bond Buyer (or in such other financial publication generally circulated throughout
the State of California or reasonably expected to be disseminated among prospective
bidders for the 2012 COPs as an Authorized Officer shall approve as being in the best
interests of the City pursuant to California Government Code Section 53692) and in The
Poway News Chieftain at least five days before the date set for the opening of bids in
the Notice Inviting Bids, with such changes, insertions and omissions as an Authorized
Officer may require or approve upon advice and with the consent of Bond Counsel
(such approval of the Authorized Officer to be conclusively evidenced by such
publishing of the Notice of Intention to Sell Certificates).
Section 8. Terms of Sale of 2012 COPs. The authorization set forth in this
Resolution regarding the execution and delivery and sale of 2012 COPs is subject to the
following parameters: (i) the Site Lease Amendment and the Lease Amendment shall
become effective simultaneously with the execution and delivery of the 2012 COPs; (ii)
the last maturity of the 2012 COPs shall not mature later than January 1, 2033; (iii) the
aggregate amount of the principal component of the 2012 COPs shall not exceed
$14,975,000; (iv) the true interest cost of the 2012 COPs shall not exceed 3.25 percent;
and (v) the underwriter's discount with respect to the 2012 COPs shall not exceed 1.0
percent of the aggregate amount of the principal component thereof.
Section 9. Continuing Disclosure Agreement. The Continuing Disclosure
Agreement (the "Continuing Disclosure Agreement "), proposed to be entered into by
and between the City, and U.S. Bank National Association, as the Trustee and
Dissemination Agent, in the form on file in the office of the City Clerk, is hereby
approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for
and in the name and on behalf of the City, to execute and deliver the Continuing
Disclosure Agreement in substantially said form, with such changes therein as the
Authorized Officer executing the same may approve (such approval to be conclusively
evidenced by the execution and delivery thereof).
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Section 10. Preliminary Official Statement. The Preliminary Official Statement
relating to the 2012 COPs (the "Preliminary Official Statement "), in the form on file with
the City Clerk, is hereby approved. Each Authorized Officer, acting singly, is hereby
authorized and directed, for and in the name and on behalf of the City, to cause the
Preliminary Official Statement in substantially said form, with such additions or changes
therein as the Authorized Officer executing the same may approve, to be deemed final
for the purposes of Rule 15c2 -12, promulgated pursuant to the Securities and Exchange
Act of 1934, as amended. The Authorized Officers are hereby authorized and directed
to furnish, or cause to be furnished, copies of the Preliminary Official Statement to
prospective bidders for the 2012 COPs.
Section 11. Official Statement. Each Authorized Officer, acting singly, is hereby
authorized and directed, for and in the name and on behalf of the City, to cause the
Preliminary Official Statement to be brought into the form of a final Official Statement
(the "Official Statement "), and to execute the same for and in the name and on behalf of
the City, with such additions or changes therein as the Authorized Officer executing the
same may approve (such approval to be conclusively evidenced by such Authorized
Officer's execution and delivery thereof). The City Manager is hereby authorized and
directed to furnish, or cause to be furnished, to the purchaser of the 2012 COPs, as
many copies of the Official Statement as the City Manager shall determine as
appropriate.
Section 12. Escrow Agreement. The Escrow Agreement (the "Escrow
Agreement "), proposed to be entered into by and among the City, the Authority and U.S.
Bank National Association, as the Trustee and Escrow Agent, in the form on file in the
office of the City Clerk, is hereby approved. Each Authorized Officer, acting singly, is
hereby authorized and directed, for and in the name and on behalf of the City, to
execute and deliver the Escrow Agreement in substantially said form, with such
changes therein as the Authorized Officer executing the same may approve (such
approval to be conclusively evidenced by the execution and delivery thereof).
Section 13. Other Acts. The Authorized Officers and other officers of the City
are hereby authorized and directed, jointly and severally, to do any and all things
(including, without limitation, negotiations to obtain a municipal bond insurance policy or
debt service reserve surety bond), to execute and deliver any and all documents that
they may deem necessary or advisable in order to consummate the sale, issuance and
delivery of the 2012 COPs, or otherwise to effectuate the purposes of this Resolution,
the Trust Agreement, the Site Lease Amendment, the Lease Amendment, the
Continuing Disclosure Agreement, the Official Statement, and the Escrow Agreement
and any such actions previously taken by such officers are hereby ratified and
confirmed.
Section 14. Effective Date. This Resolution shall take effect immediately upon
adoption.
Resolution No. 12 -052
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PASSED, ADOPTED AND APPROVED by the City Council of the City of Poway,
California, at a regular meeting held on the 18th day of September, 2012.
I L
, MMC, City Clerk
STATE OF CALIFORNIA )
) SS
COUNTY OF SAN DIEGO )
I, Linda A. Troyan, MMC, City Clerk of the City of Poway, do hereby certify under
penalty of perjury that the foregoing Resolution No. 12 -052 was duly adopted by the
City Council at a meeting of said City Council held on the 18th day of September, 2012,
and that it was so adopted by the following vote:
AYES: BOYACK, GROSCH, MULLIN, CUNNINGHAM
NOES: NONE
ABSENT: NONE
DISQUALIFIED: NONE
da . Troyan, MMC, tity Clerk
City of Poway