Res F-12-03RESOLUTION NO. F -12 -03
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE POWAY
PUBLIC FINANCING AUTHORITY OF THE CITY OF POWAY,
CALIFORNIA, CONCURRING IN THE ACCEPTANCE OF
UNDERWRITER'S BID BY THE CITY OF POWAY 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 of the City (the "City Authorized Officers "), 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
Resolution No. F -12 -03
Page 2
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
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 City 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; and
WHEREAS, on the date hereof, the City Council has adopted a resolution
pursuant to which the City has accepted the bid submitted by Citigroup in response to
the Notice Inviting Bids and has awarded the sale of the 2012 COPs to Citigroup (the
"City Resolution of Acceptance "); and
WHEREAS, on September 18, 2012, following the aforementioned duly
noticed public hearing held on such date, the Board of Directors of the Authority (the
"Authority Board ") adopted its Resolution No. F -12 -02 ( "Resolution No. F- 12 -02 "),
pursuant to which the Authority Board approved and authorized the execution and
delivery of the 2012 COPs and the execution and delivery of certain documents in
connection therewith; and
Resolution No. F -12 -03
Page 3
WHEREAS, by and in Resolution No. F- 12 -02, the Authority Board
delegated to certain Authorized Officers (as defined therein), each acting singly, the
authority to execute and deliver certain documents in connection with the sale,
execution and delivery of the 2012 COPs, as approved by Resolution No. F -12 -02
(including but not limited to a Trust Agreement, a Site Lease Amendment, a Lease
Amendment, an Assignment Agreement, and an Escrow Agreement, each as defined in
Resolution No. F- 12 -02), subject to certain parameters on such delegation of authority
as set forth in Section 7 of Resolution No. F -12 -02 (which are identical to the Delegation
Parameters set forth in City Council Resolution No. 12 -052); and
WHEREAS, the Authority desires to concur in the City's acceptance of the
Citigroup bid and to facilitate the execution and delivery of the 2012 COPs on terms
conforming to the terms set forth in the City Resolution of Acceptance;
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. Concurrence in City's Acceptance of Citigroup Bid. The
Authority Board hereby concurs in the City Council's approval and acceptance of the bid
submitted by Citigroup in response to the Notice Inviting Bids and in the City Council's
award of the sale of the 2012 COPs to Citigroup, all as set forth in the City Resolution of
Acceptance.
Section 3. Delegation of Authority to Authorized Officers; Affirmation of
Approval of Financing. To the extent Resolution No. F -12 -02 delegates authority to any
Authorized Officer (as defined therein) for the execution of the Trust Agreement, the
Site Lease Amendment, the Lease Amendment, the Assignment Agreement, and the
Escrow Agreement (each as defined in Resolution No. F- 12 -02) or for any other action
authorized in Resolution No. F -12 -02 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), regarding underwriter's discount,
of the delegation parameters set forth in Section 7 of Resolution No. F- 12 -02. The
approval of the 2012 COPs authorized by Resolution No. F -12 -02 is hereby affirmed on
the terms and conditions set forth in this Resolution.
Section 4. 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, 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.
Resolution No. F -12 -03
Page 4
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.
r
Don Higginson, M
ATTEST:
Lin A. T oyan, MMC, City Jerk
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. F -12 -03 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
6L' A. Troyan, MMC ity Clerk
it of Poway