Res 12-055RESOLUTION NO. 12 -055
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY,
CALIFORNIA, ACCEPTING UNDERWRITER'S BID WITH RESPECT TO
2012 REFUNDING CERTIFICATES OF PARTICIPATION
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 through the execution and
delivery of 2003 Certificates of Participation (City Office Building Project) (the "2003
COPs "); 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, on September 18, 2012, following a duly noticed public
hearing pursuant to Section 6586.5 of the California Government Code held on such
date, the City Council of the City (the "City Council ") adopted its Resolution No. 12 -052
( "Resolution No. 12- 052 "), pursuant to which the City Council made a finding that the
issuance of the 2012 COPs will result in significant public benefits to the constituents of
the City and approved and authorized the execution and delivery of the 2012 COPs and
the execution and delivery of certain documents in connection therewith; and
WHEREAS, by and in Resolution No. 12 -052, the City Council delegated
to certain Authorized Officers (as defined therein), each acting singly, the authority to
accept the lowest bid received by the City from underwriters with respect to the sale of
the 2012 COPs and in response to the Official Notice Inviting Bids ( "Notice Inviting
Bids ") approved by Resolution No. 12 -052, subject to certain parameters on such
delegation of authority as set forth in Section 8 of Resolution No. 12 -052 (the
"Delegation Parameters "); and
WHEREAS, the City Council retained for itself, as a legislative body, the
discretion to approve and accept the lowest bid received by the City in conformance
with the specifications set forth in, and required by, the Notice Inviting Bids, in the event
such lowest bid involves terms that are not within the Delegation Parameters; and
WHEREAS, on October 3, 2012, five bids were timely received by the City
in response to the Notice Inviting Bids; and
Resolution No. 12 -055
Page 2
WHEREAS, the Notice Inviting Bids provides that the 2012 COPs will be
awarded to the responsible bidder or bidders offering to purchase the 2012 COPs at the
lowest true interest cost to the City, as determined on the basis of the present value of
the aggregate future semiannual payments resulting from the interest rates specified by
the bidder (as described in the Notice Inviting Bids, the "Lowest True Interest Cost ");
and
WHEREAS, the bid received by the City from Citigroup Global Markets,
Inc. ( "Citigroup ") meets all of the requirements of the Notice Inviting Bids and was
determined by the City's Financial Advisor, Magis Advisors (the "Financial Advisor "), to
offer the Lowest True Interest Cost for the purchase of the 2012 COPs, calculated in
accordance with the Notice Inviting Bids; and
WHEREAS, Citigroup's bid involves an underwriter's discount equal to
approximately 1.670% of the $14,350,000 aggregate amount of the principal component
of the 2012 COPs proposed in such bid; and
WHEREAS, among the Delegation Parameters is a limitation on the City
Council's delegation of its authority to any single Authorized Officer to accept the bid
with the Lowest True Interest Cost in the event the bid involves a proposed
underwriter's discount in excess of 1.0% of the aggregate amount of the principal
component thereof; and
WHEREAS, in addition to offering the Lowest True Interest Cost for the
purchase of the 2012 COPs, the Financial Advisor and City staff have confirmed that
Citigroup is a responsible bidder and that the Citigroup bid results in the best economic
terms for the City among all bids received in connection with the proposed sale,
execution and delivery of the 2012 COPs;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF POWAY
DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. Recitals. The above recitals, and each of them, are true and
correct.
Section 2. Acceptance of Citigroup Bid. The City Council hereby
approves and accepts the bid submitted by Citigroup in response to the Notice Inviting
Bids and hereby awards the sale of the 2012 COPs to Citigroup.
Section 3. Delegation of Authority to Authorized Officers; Affirmation of
Approval of Financing. To the extent Resolution No. 12 -052 delegates authority to any
Authorized Officer (as defined therein) for the execution of the Trust Agreement, Site
Lease Amendment, Lease Amendment, Continuing Disclosure Agreement, Official
Statement, or Escrow Agreement (each as defined in Resolution No. 12 -052) or for any
other action authorized in Resolution No. 12 -052 occurring subsequent to the award to
an underwriter for the sale of the 2012 COPs, such delegation of authority is hereby
approved and authorized without regard to clause (v) of the Delegation Parameters
regarding underwriter's discount, which is set forth in Section 8 of Resolution No. 12-
052. The approval of the 2012 COPs authorized by Resolution No. 12 -052 is hereby
affirmed on the terms and conditions set forth in this Resolution.
Resolution No. 12 -055
Page 3
Section 4. 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 to
execute and deliver any and all documents that they may deem necessary or advisable
in order to consummate the sale, execution 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 5. Effective Date. This Resolution shall take effect immediately
upon adoption.
PASSED, ADOPTED, AND APPROVED by the City Council of the City of
Poway, State of California, at a special meeting this 5th day of October 2012.
ATTEST:
Linda fir,"frIyan, MMC, City C
STATE -OF CALIFORNIA )
) SS
COUNTY OF SAN DIEGO)
I, Linda A. Troyan, MMC, Clerk of the City of Poway, do hereby certify under
penalty of perjury that the foregoing Resolution No. 12 -055 was duly adopted by the
City Council at a special meeting of said City Council held on the 5th day of October
2012, and that it was so adopted by the following vote:
AYES: BOYACK, GROSCH, MULLIN, CUNNINGHAM, HIGGINSON
NOES: NONE
ABSENT: NONE
DISQUALIFIED: NONE