Res F-12-02RESOLUTION NO. F -12 -02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE POWAY
PUBLIC FINANCING AUTHORITY, 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 THEREWITH; 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 Authority 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; and
Resolution No. F -12 -02
Page 2
WHEREAS, the Authority will enter into an Assignment Agreement (the
"Assignment Agreement ") pursuant to which the Authority will assign all its right, title
and interest in the lease payments to be made by the City pursuant to the 2003 Lease,
as amended by the Lease Amendment, to the Trustee for the benefit of the owners of
the 2012 COPs;
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE POWAY PUBLIC
FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
FOLLOWS:
Section 1. Recitals. The above recitals, and each of them, are true and
correct.
Section 2. Authorization to Execute and Deliver 2012 COPs. The Authority
hereby approves and authorizes the execution and delivery and sale of the 2012
COPs, subject to the parameters set forth below in Section 7.
Section 3. Execution and Delivery of the 2012 COPs; Trust Agreement. The
Trust Agreement, proposed to be entered into by and among the Authority, the City and
the Trustee (as defined below in this Section 3), in the form on file with the Secretary of
the Authority, is hereby approved. The execution and delivery of the 2012 COPs is
hereby approved and authorized. Subject to the parameters set forth in Section 7, each
of the Chairman and the Executive Director, or their designee (each, an "Authorized
Officer "), acting singly, is hereby authorized and directed, for and in the name and on
behalf of the Authority, 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 such Authorized Officer's 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 Secretary of the Authority, is hereby approved. Subject to the parameters
set forth in Section 7, each Authorized Officer, acting singly, is hereby authorized and
directed, for and in the name and on behalf of the Authority, 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 such Authorized Officer's 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 Secretary of the Authority, is hereby approved. Subject to the parameters set forth
in Section 7, each Authorized Officer, acting singly, is hereby authorized and directed,
for and in the name and on behalf of the Authority, to execute and deliver the Lease
Resolution No. F -12 -02
Page 3
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 such Authorized Officer's
execution and delivery thereof).
Section 6. Assignment Agreement. The Assignment Agreement proposed to
be entered into by and between the Authority and the Trustee, in the form on file in the
office of the Secretary of the Authority, is hereby approved. Each Authorized Officer,
acting singly, is hereby authorized and directed, for and in the name and on behalf of
the Authority, to execute and deliver the Assignment 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 such Authorized Officer's
execution and delivery thereof).
Section 7. 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 8. 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 Secretary of the Authority, is hereby approved. Each Authorized Officer,
acting singly, is hereby authorized and directed, for and in the name and on behalf of
the Authority, 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 such Authorized Officer's execution and
delivery thereof).
Section 9. Other Acts. The Authorized Officers and all other officers of the
Authority 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, execution and delivery 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 Assignment Agreement, and the Escrow Agreement, and any
such actions previously taken by such officers are hereby ratified and confirmed.
Section 10. Effective Date. This Resolution shall take effect immediately upon
adoption.
Resolution No. F -12 -02
Page 4
PASSED, ADOPTED AND APPROVED by the Board of Directors of the Poway
Public Financing Authority at a meeting held on the 18th day of September, 2012.
ATTEST:
-fit �---
a . Troyan, MMC, S cretary
STATE OF CALIFORNIA )
) SS
COUNTY OF SAN DIEGO )
I, Linda A. Troyan, MMC, Secretary of the Poway Public Financing Authority, do
hereby certify under penalty of perjury that the foregoing Resolution No. F -12 -02 was
duly adopted by the Board of Directors at a meeting of said Board of Directors held on
the 18th day of September, 2012, and that it was so adopted by the following vote:
AYES: BOYACK, GROSCH, MULLIN, CUNNINGHAM, HIGGINSON
NOES: NONE
ABSENT: NONE
DISQUALIFIED: NONE
A.'Troyan, MMC, Secretary
� Public Financing Authority