Res 90-225RESOLUTION NO. ~-225
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
POWAY ACTING AS THE LEGISLATIVE BODY OF
COMMUNITY FACILITIES DISTRICT NO. 88-1 OF THE
CITY OF POWAY (PARKWAY BUSINESS CENTER)
AUTHORIZING THE ISSUANCE OF ITS SERIES 1990
SPECIAL TAX 1990 BONDS IN A PRINCIPAL AMOUNT
NOT TO EXCEED EIGHT MILLION DOLLARS
($8,000,000), AND APPROVING CERTAIN DOCUMENTS
AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION
THEREWITH
December 18, 1990
On motion of Councilmember Emery , duly
seconded and carried, the following resolution was adopted:
WHEREAS, the City Council of the City of Poway,
located in San Diego County, California (hereinafter sometimes
referred to as the "City Council"), has heretofore undertaken
proceedings and declared the necessity to issue bonds on behalf
of the Community Facilities District No. 88-1 of the City of
Poway (Parkway Business Center) (the "District") pursuant to
the terms and provisions of the Mello-Roos Community Facilities
Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2,
Title 5, of the Government Code of the State of California (the
"Act"); and
WHEREAS, pursuant to Resolution Nos. 88-122 and 88-123
adopted by the City Council on the 18th day of October, 1988,
the bond propositions attached as Exhibit A hereto and
incorporated herein by reference were submitted to the
qualified electors within the District, and were unanimously
approved at an election held on November 1, 1988; and
WHEREAS, based upon Resolution Nos. 88-122 and 88-123
and the election, the District was originally authorized to
issue bonds in one or more series, pursuant to the Act, in an
aggregate principal amount not to exceed $45,000,000; and
WHEREAS, on April 25, 1989, the District issued its
first series of bonds in an aggregate principal amount of
$30,000,000 designated as the "Community Facilities District
No. 88-1 of the City of Poway (Parkway Business Center) Special
Tax Bonds, S~ries 1989") pursuant to Resolution No. 89-037 and
the Supplement to Resolution No. 89-037 executed in connection
therewith (collectively, the "1989 Resolution"); and
Resolution No. 90-225
Page No. 2
WHEREAS, the City Council, acting in its capacity as
the legislative body of the District, hereby desires to proceed
to issue a second series of bonds in an aggregate principal
amount not to exceed $8,000,000 designated as the "Community
Facilities District No. 88-1 of the City of Poway (Parkway
Business Center), Special Tax Bonds, Series 1990" (the "1990
Bonds") as parity bonds in accordance with the provisions of
Section 9.02 of the 1989 Resolution; and
WHEREAS, the City Council, acting in its capacity as
the legislative body of the District, has determined in
accordance with Government Code Section 53360.4 that a
negotiated sale of the 1990 Bonds to PaineWebber Incorporated
(the 'Underwriter") in accordance with the terms of the Bond
Purchase Contract approved as to form herein will result in a
lower overall cost to the District than a public sale;
NOW, THEREFORE, the City Council of the City of Poway
acting as the legislative body of Community Facilities District
No. 88-1 of the City of Poway (Parkway Business Center) DOES
HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS:
SECTION 1. Each of the above recitals is true and
correct.
SECTION 2. The City Council, by its Resolution
No. 88-127, adopted on November 1, 1988, has declared that
Proposition A and Proposition B presented to the qualified
electors of the District on November 1, 1988, copies of which
are attached as Exhibit A, have received a unanimous vote of
the qualified electors voting at said election, and Proposition
A and Proposition B each has carried, and, accordingly, the
City Council, in its capacity as the legislative body of the
District, is hereby authorized to issue bonds from time to time
for the benefit of the District for the purposes set forth in
Proposition A and to take the necessary steps to levy the
special tax authorized by Proposition A.
SECTION 3. The issuance of the 1990 Bonds shall be
in a principal amount not to exceed $8,000,000 and is hereby
authorized pursuant to the Act with the exact principal amount
to be determined by the officer signing the Bond Purchase
Contract in accordance with Section 7 below. The 1990 Bonds
shall mature on the dates and pay interest at the rates set
forth in the Bond Purchase Contract to be executed on behalf of
the District in accordance with Section 7 hereof and otherwise
shall be substantially in the form set forth in Exhibit B
hereto. All other provisions of the 1990 Bonds shall be
governed by the terms and conditions of the 1989 Resolution as
modified by the terms of an Amendment to Supplement to
Resolution to be prepared by Bond Counsel to the District and
2455u/2468-04
Resolution No. 90-225
Page No. 3 '
executed by the Mayor of the City of Poway (the "Mayor") or the
City Manager of the City of Poway (the "City Manager"), or his
written designee, which Amendment to Supplement to Resolution
shall be in the form attached hereto as Exhibit B, with such
additions thereto and changes therein as the officers executing
the same deem to be necessary to enhance the security for or
obtain a rating on the 1990 Bonds, to cure any ambiguity or
defect therein or to conform any provisions therein to the Bond
Purchase Contract and the Official Statement described in
Section 7 hereof. Approval of such changes shall be
conclusively evidenced by the execution and delivery of the
Amendment to Supplement to Resolution by such officers.
Capitalized terms used in this Resolution which are not defined
herein have the meaning ascribed to them in the form of the
1989 Resolution and the Amendment to Supplement to Resolution
attached hereto as Exhibit B.
SECTION 4. The 1990 Bonds shall be executed on behalf
of the District by the manual or facsimile signature of the
Mayor of the City of Poway, and the seal of the District, or a
facsimile thereof, shall be impressed or imprinted thereon and
attested with the manual or facsimile signature of the City
Clerk of the City of Poway (the "City Clerk"). The District
hereby adopts as its seal the form of seal set forth in Exhibit
C hereto.
SECTION 5. The proceeds of the 1990 Bonds and the
Special Taxes may be invested in any of the Authorized
Investments of the type described in Exhibit B. The City
Council, as the legislative body of the District, hereby
determines that entering into an Investment Agreement of the
type described in Exhibit B will reduce the risk of interest
rate fluctuations on investments and reduce the overall cost of
borrowing for the District.
SECTION 6. The covenants set forth in the 1989
Resolution and Amendment to Supplement to Resolution to be
executed in accordance with Section 3 above are hereby
approved, shall be deemed to be covenants of the City Council,
acting in its capacity as the legislative body of the District,
and shall be complied with by the District and its officers.
The 1989 Resolution and Amendment to Supplement to Resolution
constitute a bond indenture and a contract between the District
and the Owners of the 1990 Bonds.
SECTION 7. Security Pacific National Bank is hereby
appointed to act as Fiscal Agent, Paying Agent, Registrar and
Transfer Agent for the 1990 Bonds and the City Manager, or his
written designee, is hereby authorized to enter into an
agreement with the Paying Agent to provide such services to the
District on the terms and at the rates provided in the bid
2455u/2468-04
Resolution Nc,. 90-225
Page No. 4
letter on file with the City Clerk. The form of the Bond
Purchase Contract presented at this meeting is hereby approved
and the Mayor and City Clerk are hereby authorized and directed
to execute the Bond Purchase Contract, with such additions
thereto and changes therein relating to dates and numbers as
are necessary to conform the Bond Purchase Contract to the
dates, amounts and interest rates applicable to the 1990 Bonds
as of the sale date. Approval of such additions and changes
shall be conclusively evidenced by the execution and delivery
of the Bond Purchase Contract; provided, however, that the Bond
Purchase Contract shall be signed only if the net interest cost
on the 1990 Bonds does not exceed 9.50% per annum and the
Underwriter's discount, together with any original issue
discount, does not exceed 3.0% of t~e principal amount of the
1990 Bonds. The City Manager, or his designee, is authorized
to determine the day on which the 1990 Bonds are to be priced
in order to produce the lowest borrowing cost for the District
and may reject any terms presented by the Underwriter if
determined not to be in the best interest of the District. The
form of the Preliminary Official Statement presented at this
meeting is hereby approved and the Underwriter is hereby
authorized to distribute the Preliminary Official Statement to
prospective purchasers upon receipt from the City Manager, or
his written designee, of a certificate stating that the
Preliminary Official Statement is "deemed final" for purposes
of Rule 15c2-12 of the Securities and Exchange Commission. The
Mayor and City Clerk are hereby authorized and directed to
execute a final Official Statement in the form of the
Preliminary Official Statement, together with such changes as
are determined necessary by the City Manager, or his designee,
to make such Official Statement complete and accurate as of its
date. The Underwriter is further authorized to distribute the
final Official Statement for the 1990 Bonds to the purchasers
thereof upon its execution by an officer of the District as
described above.
SECTION 8. The City Manager, or his written designee,
is authorized to contract for all services necessary to effect
the issuance of the 1990 Bonds. Such services shall include,
but not be limited to, printing the Preliminary Official
Statement and the final Official Statement, obtaining legal
services, paying agent services and any other services deemed
appropriate as set forth in a certificate of the City Manager,
or his written designee. The City Manager, or his wr'itten
designee, is authorized to pay for the cost of such services,
together with any rating agency or bond insurance premiums and
other Costs of Issuance, with Bond proceeds deposited to the
Construction Fund established pursuant to the Supplement to
Resolution. Without further approval of the legislative body
of the District, the total amount disbursed by the City Manager
for such Costs of Issuance shall not exceed 3% of the principal
amount of the 1990 Bonds.
2455u/2468-04
Resolution No. 90-225
Page No. 5
SECTION 9. All actions heretofore taken by officers
and agents of the District and the City with respect to the
sale and issuance of the 1990 Bonds are hereby approved,
confirmed and ratified, and the Mayor and City Clerk and the
other officers of the City and the District responsible for the
fiscal affairs of the District are hereby authorized and
directed to take any actions and execute and deliver any and
all documents as are necessary to accomplish the issuance, sale
and delivery of the 1990 Bonds in accordance with the
provisions of this Resolution and the fulfillment of the
purposes of the 1990 Bonds as described in the Supplement to
'Resolution. In the event that the Mayor is unavailable to sign
any document authorized for execution herein, any other member
of the City Council or the City Manager, or his written
designee, may sign such document. Any document authorized
herein to be signed by the City Clerk of the legislative body
of the District may be signed by a duly appointed deputy clerk.
PASSED, ADOPTED AND APPROVED, by the City C~uncil of the City
of Poway, California, at a regular meeting thereof this 18th day of
ATTEST:December, 1990. ~~~--~- . ~~
~Ja~ Mayor '
Marjorie,K. Wahlsten, City Clerk
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
ss.
I, Marjorie K. Wahlsten, City Clerk of the City of Poway, do
hereby certify under penalty of perjury that the foregoing
Resolution No. 90-225 was duly adopted by the City Council at a
regular meeting of said City Council held on the 18th day of
December, 1990, and that it was so adopted by the following vote:
AYES: EMERY, HIGGINSON, MCINTYRE, SNESKO, GOLDSMITH
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
Marjorie/K. Wahlsten, City Clerk
City of ~oway
2455u/2468-04
Resolution No. 90-225
Page No. 6
EXHIBIT A
OFFICIAL BALLOT
COMMUNITY FACILITIES DISTRICT NO. 88-1
OF
THE CITY OF POWAY
(PARKWAY BUSINESS CENTER)
SPECIAL BOND AND SPECIAL TAX ELECTION
November 1, 1988
This ballot represents votes.
To vote, stamp a cross (+) in the voting square after
the word "YES" or after the word "NO". All marks otherwise
made are forbidden. All distinguishing marks are forbidden and
make the ballot void.
If you wrongly mark, tear, or deface this ballot,
return it to the City Clerk and obtain another.
PROPOSITION NO. A: Shall
Community Facilities District No. 88-1
of the City of Poway (Parkway Business
Center)' incur an indebtedness and
issue bonds in the maximum aggregate
principal amount of $45,000,000, with
interest at a rate or rates not to exceed
the greater of twelve percent (12%) per
annum or the maximum interest rate per-
mitted by law, the proceeds of which
will be used to design, acquire, con-
struct, improve, modify or rehabilitate
certain public facilities, consisting
of roadway improvements, storm drains,
a fire station and equipment, sewer,
water and public utility improvements
(the "Facilities"), as provided in Reso-
lution No. 88-122 (the "Resolution of
Formation") of the City Council of the
City of Poway, and shall a special
tax with a rate and method of appor-
tionment as provided in the Resolution
of Formation be levied to pay for the
Facilities and for the Services described
in the Resolution of Formation, for the
creation or replenishment of any necessary
reserve funds, for any incidental expenses
of the District associated with the
YES
NO
2455u/2468-04
Resolution No. 90-22b
Page No. 7
Facilities or the bonds and for the
principal of, premium, if any, and
interest on such bonds?
PROPOSITION NO. B: Shall
the appropriations limit, as defined
by subdivision (h) of Section 8 of
Article XIII B of the California
Constitution, for Community Facilities
District No. 88-1 of the City of Poway
(Parkway Business Center) be an amount
equal to $45,000,000?
YES
NO
2455u/2468-04
Resolution No. 90-~225
Page No. 8
EXHIBIT B
AMENDMENT TO SUPPLEMENT TO R~SOLUTION NO. 89-037
GOVERNING TERMS OF THE
COMMUNITY FACILITIES DISTRICT NO. 88-1
OF THE CITY OF POWAY (PARKWAY BUSINESS CENTER)
SPECIAL TAX BONDS, SERIES 1990
Resolution No. 90-225
Page No. 9
AMENDMENT TO SUPPLEMENT TO RESOLUTION NO. 89-037
THIS AMENDMENT TO SUPPLEMENT TO RESOLUTION NO. 89-037
executed this 18thday of December , 1990 (the "Amendment to
Supplement") su~-~ements and amends the terms of that
Supplement to Resolution No. 89-037 dated April 25, 1989.
TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING SET
FORTH IN THE SUPPLEMENT TO RESOLUTION NO. 89-037.
RECITALS :
A. On April 25, 1989, the District executed the
Supplement to Resolution No. 89-037 pursuant to which the
District issued its Series 1989 Special Tax Bonds (the "1989
Bonds") in the aggregate principal amount of $30,000,000.
B. The District now desires to issue $8,000,000 of its
Series 1990 Special Tax Bonds (the "1990 Bonds") in accordance
with the provisions for Parity Bonds set forth in Section 9.02
of the Supplement to Resolution No. 89-037. All of the
requirements set forth in the Supplement to Resolution
No. 89-037 with respect to the issuance of the 1990 Bonds as
Parity Bonds have been satisfied.
C. Sections 6.01(c) and (d) of the Supplement to
Resolution No. 89-037 permit such document to be amended, at
any time and without notice to the Owners of the 1989 Bonds,
for the purpose of issuing Parity Bonds thereunder and for the
purpose of complying with the Code or regulations issued
thereunder, respectively, and this Amendment to Supplement
constitutes a Supplemental Resolution of the type permitted by
Sections 6.01(c) and (d).
NOW, THEREFORE, in order to establish the terms and
conditions upon and subject to which the 1990 Bonds are to be
issued, and in consideration of the premises and of the mutual
covenants contained herein and in the Supplement to Resolution
No. 89-037 and of the purchase and acceptance of the 1990 Bonds
by the Owners thereof, and for other valuable considerations,
the receipt of which is hereby acknowledged, the District does
hereby covenant and agree, for the benefit of the Owners of the
1990 Bonds, as follows:
Section 1. Each of the above recitals is true and correct.
Section 2. The 1990 Bonds are hereby issued pursuant to
the Act in the amount of $8,000,000 as Parity Bonds under the
Supplement to Resolution No. 89-037 and shall be subject in all
Resolution No. 90-225
Page No. 10
respects to the terms of the Supplement to Resolution
No. 89-037 and this Amendment to Supplement.
Section 3. Section 1.01 of the Supplement to Resolution
No. 89-037 is hereby amended by deleting therefrom the
definitions of "Computation Year", "Investment Property" and
"Nonpurpose Obligation" and amending and adding the following
definitions:
Section 1.01. Definitions. Unless the context
otherwise requires, the following terms shall have the
following meanings:
"Annual Debt Service" means' the principal amount of
any Outstanding Bonds or Parity Bonds payable in a Bond
Year either at maturity or pursuant to a Sinking Fund
Payment and any interest payable on any Outstanding Bonds
or Parity Bonds in such Bond Year, if the Bonds and any
Parity Bonds are retired as scheduled.
"Bond Register" means the books which the Fiscal Agent
shall keep or cause to be kept on which the registration
and transfer of the 1990 Bonds and all Parity Bonds shall
be recorded.
'°Costs of Issuance" means the costs and expenses
incurred in connection with the formation of the District
and the issuance and sale of the 1990 Bonds or any Parity
Bonds, including, but not limited to, the acceptance and
initial annual fees and expenses of the Fiscal Agent, legal
fees and expenses, costs of printing the preliminary and
final Official Statements for the 1990 Bonds and any Parity
1990 Bonds, fees of financial consultants and other fees
and expenses set forth in a Certificate of the City
Manager, or his written designee.
"Delivery Date" means, with respect to each issue of
1990 Bonds and Parity Bonds, the date on which such bonds
were issued and delivered to the initial purchaser thereof.
"Gross Proceeds" means, with respect to the 1990 Bonds
and each issue of Parity Bonds, the proceeds of such issue
of bonds and any funds (other than the proceeds of such
issue of bonds) that are part of a reserve or replacement
fund for such issue of bonds within the meaning of Section
1.148-ST(d) of the Regulations.
"1990 Bonds" means the Community Facilities District
No. 88-1 of the City of Poway Series 1990 Special Tax Bonds
issued on January 16, 1990 in the aggregate principal
amount of $8,000,000.
11/07/90.
2409u/2468-04
Resolution No. 90-225
Page No. 11
"Nonpurpose Investment" means any "investment
property" within the meaning of Section 1.148-8T(e) of the
Regulations in which Gross Proceeds are invested and which
is not acquired to carry out the governmental purpose of
the 1990 Bonds and any Parity Bonds.
"Project Costs" means the amounts necessary to finance
the Project, to create and replenish any necessary reserve
funds, to pay the initial and annual costs associated with
the 1990 Bonds or any Parity Bonds, including, but not
limited to, remarketing, credit enhancement, Fiscal Agent
and other fees and expenses relating to the issuance of the
1990 Bonds or any Parity Bonds and the formation of the
District, and to pay any other "incidental expenses" of the
District, as such term is defined in the Act.
"Purchase Price", for the purpose of computation of
the Yield of the 1990 Bonds or Parity Bonds, has the same
meaning as the term "issue price" in Sections 1273(b) and
1274 of the Code, and, in general, means the initial
offering price to the public (not including bond houses and
brokers, or similar persons or organizations acting in the
capacity of underwriters or wholesalers) at which price a
substantial amount of the 1990 Bonds or Parity Bonds are
sold or, if the 1990 Bonds or Parity Bonds are privately
placed, the price paid by the original purchaser or the
acquisition cost of the original purchaser. The term
"Purchase Price", for the purpose of computation of the
Yield of Nonpurpose Investments, means the fair market
value of the Nonpurpose Investments on the date of use of
Gross Proceeds for acquisition thereof, or, if later, on
the date that an investment constituting a Nonpurpose
Investment becomes a Nonpurpose Investment of the 1990
Bonds or Parity Bonds, as the case may be.
"Rebate Installment Date" means, with respect to the
1990 Bonds or an issue of Parity Bonds, the last day of the
fifth Bond Year following the Delivery Date of such issue
and each succeeding fifth Bond Year and the date that the
last bond of such issue is discharged.
'Underwriter" means, with respect to the 1990 Bonds
and each issue of Parity Bonds, the institution or
institutions, if any, with whom the District enters into a
purchase contract for the sale of such issue.
"Yield" means that yield which, when used in computing
the present worth of all payments of principal and interest
(or other payments in the case of Nonpurpose Investments
which require payments in a form not characterized as
principal and interest) on a Nonpurpose Investment or on
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 12
the 1990 Bonds or Parity Bonds produces an amount equal to
the Purchase Price of such Nonpurpose Investment, the 1990
Bonds or Parity Bonds, as the case may be, all computed as
prescribed in the applicable Regulations.
Section 4. Section 2.02 of the Supplement to Resolution
No. 89-037 is hereby deleted in its entirety and amended to
read as follows:
Type and Nature of 1990 Bonds and Parity Bonds.
Neither the faith and credit nor the taxing power of the
City, the State of California or any political subdivision
thereof other than the District is pledged to the payment
of the 1990 Bonds or any Parity Bonds. Except for the
Special Taxes, no other taxes are pledged to the payment of
the 1990 Bonds or any Parity Bonds. The 1990 Bonds and any
Parity Bonds are not general or special obligations of the
City nor general obligations of the District, but are
limited obligations of the District payable solely from
certain amounts deposited by the District in the Special
Tax Fund, as more fully described herein. No Owner of the
1990 Bonds or any Parity Bonds may compel the exercise of
the taxing power by the District (except as pertains to the
Special Taxes) or the City or the forfeiture of any of
their property. The principal of and interest on the 1990
Bonds and any Parity Bonds and premiums upon the redemption
thereof, if any, are not a debt of the District, the City,
the State of California or any of its political
subdivisions within the meaning of any constitutional or
statutory limitation or restriction. The 1990 Bonds and
any Parity Bonds are not a legal or equitable pledge,
charge, lien, or encumbrance upon any of the District's
property, or upon any of its income, receipts, or revenues,
except the Net Taxes and other amounts in the Special Tax
Fund (exclusive of the Administrative Expense Account)
which are, under the terms of this Resolution and the Act,
set aside for the payment of the 1990 Bonds, any Parity
Bonds and interest thereon and neither the members of the
legislative body of the District or the City Council of the
City nor any persons executing the 1990 Bonds, or any
Parity Bonds, are liable personally on the 1990 Bonds, or
any Parity Bonds, by reason of their issuance.
Notwithstanding anything to the contrary contained in
this Resolution, the District shall not be required to
advance any money derived from any source of income other
than the Net Taxes for the payment of the interest on or
the principal of the 1990 Bonds, any Parity Bonds, or for
the performance of any covenants contained herein. The
District may, however, advance funds for any such purpose,
provided that such funds are derived from a source legally
available for such purpose.
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 13
Section 5. The first paragraph of Section 2.03 of the
Supplement to Resolution No. 89-037 is deleted in its entirety
and amended to read as follows:
Equality of 1990 Bonds and Parity Bonds, Pledge of Net
Taxes. Pursuant to the Act and this Resolution, the 1990
Bonds and any Parity Bonds shall be equally payable from
the Net Taxes without priority for number, date of the 1990
Bonds or Parity Bonds, date of sale, date of execution, or
date of delivery, and the payment of the interest on and
principal of the 1990 Bonds and any Parity Bonds and any
premiums upon the redemption thereof, shall be exclusively
paid from the Net Taxes and other amounts in the Special
Tax Fund (exclusive of the Administrative Expense Account),
which are hereby set aside for the payment of the 1990
Bonds and any Parity Bonds. The Net Taxes and any interest
earned on the Net Taxes on deposit in the Special Tax Fund
shall constitute a trust fund held for the benefit of the
Owners to be applied to the payment of the interest on and
principal of the 1990 Bonds and any Parity Bonds and so
long as any of the 1990 Bonds and any Parity Bonds or
interest thereon remain Outstanding shall not be used for
any other purpose, except as permitted by this Resolution
or any Supplemental Resolution. Notwithstanding any
provision contained in this Resolution to the contrary, Net
Taxes deposited in the Excess Investment Earnings Fund, the
Administrative Expense Account of the Special Tax Fund and
the Special Reserve Fund shall no longer be considered to
be pledged to the 1990 Bonds or any Parity Bonds, and none
of the Excess Investment Earnings Fund, the Special Reserve
Fund nor the Administrative Expense Account shall be
construed as a trust fund held for the benefit of the
Owners.
Section 6. Section 2.04 of the Supplement to Resolution
No. 89-037 is hereby amended by adding a new paragraph at the
end thereof providing as follows:
The 1990 Bonds shall be designated "COMMUNITY
FACILITIES DISTRICT NO. 88-1 OF THE CITY OF POWAY (PARKWAY
BUSINESS CENTER), SERIES 1990 SPECIAL TAX BONDS" The 1990
Bonds shall be dated as of December 15, 1990 and shall
mature and be payable on August 15 in the years and in the
aggregate principal amounts and shall be subject to and
shall bear interest at the rates set forth in the table
below, commencing August 15, 1991:
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 14
Maturity Date
(August 15)
1993
1994
1995
1996
1997
1998
1999
2000
2015
Principal Amount
$
Interest Rate
Section 7. Section 2.05 of the Supplement to Resolution
No. 89-037 is hereby deleted in its entirety and amended to
read as follows:
Place and Form of Payment. The 1990 Bonds and Parity
Bonds shall be payable both as to principal and interest,
and as to any premiums upon the redemption thereof, in
lawful money of the United States of America. The
principal of the 1990 Bonds and Parity Bonds and any
premiums due upon the redemption thereof shall be payable
upon presentation thereof at the corporate trust office of
the Fiscal Agent in Los Angeles, California. Interest on
any Bond or Parity Bond shall be payable from the Interest
Payment Date next preceding the date of authentication of
that Bond or Parity Bond, unless (i) such date of
authentication is an Interest Payment Date in which event
interest shall be payable from such date of authentication,
(ii) the date of authentication is after a Record Date but
prior to the immediately succeeding Interest Payment Date,
in which event interest shall be payable from the Interest
Payment Date immediately succeeding the date of
authentication or (iii) the date of authentication is prior
to the c'lose of business on the first Record Date in which
event interest shall be payable from the dated date of such
Bond or Parity Bond, as applicable; provided, however, that
if at the time of authentication of such Bond or Parity
Bond, interest is in default, interest on that Bond or
Parity Bond shall be payable from the last Interest Payment
Date to which the interest has been paid or made available
for payment or, if no interest has been paid or made
available for payment on that Bond or Parity Bond, interest
on that Bond or Parity Bond, as applicable, shall be
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 15
payable from its dated date. Interest on any Bond or
Parity Bond shall be paid to the person whose name shall
appear in the Bond Register as the Owner of such Bond or
Parity Bond as of the close of business on the Record
Date. Such interest shall be paid by check of the Fiscal
Agent mailed by first class mail, postage prepaid, to such
Bondowner at his or her address as it appears on the Bond
Register. In addition, upon a request in writing received
by the Fiscal Agent on or before the applicable Record Date
from an Owner of $1,000,000 or more in principal amount of
the 1990 Bonds or any Parity Bonds, payment shall be made
on the Interest Payment Date by wire transfer in
immediately available funds to an account designated by
such Owner.
Section 8. Section 2.12 is hereby added to the Supplement
to Resolution No. 89-037 providing as follows:
Book Entry. The Bonds shall be initially issued in
the form of a single, fully registered Bond for each
maturity (which may be typewritten). Upon initial
issuance, the ownership of such Bond shall be registered in
the Bond Register in the name of the Nominee identified
below as nominee of The Depository Trust Company, New York,
New York and its successors and assigns (the "Depository"
or "DTC"). Except as hereinafter provided, all of the
outstanding Bonds shall be registered in the Bond Register
in the name of the nominee of the Depository, which may be
the Depository, as determined from time to time pursuant to
this Section (the "Nominee").
With respect to the Bonds registered in the Bond
Register in the name of the Nominee, neither the District
nor the Trustee shall have any responsibility or obligation
to any broker-dealers, banks and other financial
institutions from time to time for which the Depository
holds Bonds as securities depository (the "Participant") or
to any person on behalf of which such a Participant holds
an interest in the Bonds. Without limiting the immediately
preceding sentence, neither the District nor the Trustee
shall have any responsibility or obligation (unless the
District is at such time the Depository) with respect to
(i) the accuracy of the records of the Depository, the
Nominee, or any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant
or any other person, other than an Owner of a Bond as shown
in the Bond Register, of any notice with respect to the
Bonds, including any notice of redemption, (iii) the
selection by the Depository and its Participants of the
beneficial interests in the Bonds to be redeemed in the
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 16
event the District redeems the Bonds in part, or (iv) the
payment to any Participant or any other person, other than
an Owner of a Bond as shown in the Bond Register, of any
amount with respect to principal of or interest on the
Bonds. The District and the Trustee may treat and consider
the person in whose name each Bond is registered in the
Bond Register as the holder and absolute Owner of such Bond
for the purpose of payment of principal and interest with
respect to such Bond, for the purpose of giving notices of
prepayment, if applicable, and other matters with respect
to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes
whatsoever. The District shall pay all principal of and
interest on the Bonds only to or'upon the order of the
respective Owner of a Bond, as shown in the Bond Register,
or his respective attorney duly authorized in writing, and
all such payments shall be valid and effective to fully
satisfy and discharge the District's obligations with
respect to payment of principal of and interest on the
Bonds to the extent of the sum or sums so paid. No person
other than an Owner of a Bond, as shown in the Bond
Register, shall receive a Bond evidencing the obligation of
the District to make payments of principal and interest
pursuant to this Resolution. Upon delivery by the
Depository to the Owners of the Bonds, and the District of
written notice to the effect that the Depository has
determined to substitute a new nominee in place of the
Nominee, and subject to the provisions herein with respect
to Record Dates, the word Nominee in this Resolution shall
refer to such nominee of the Depository.
In order to qualify the Bonds for the Depository's
book-entry system, the District is executing and delivering
to the Depository the Representation Letter, attached
hereto as Attachment "2". The execution and delivery of
the Representation Letter shall not in any other way limit
the provisions of this Section or in any other way impose
upon the District any obligation whatsoever with respect to
persons having interests in the Bonds other than the owners
of the Bonds, as shown on the Bond Register. In addition
to the execution and delivery of the Representation Letter,
the District shall take such other actions, not
inconsistent with this Resolution, as are reasonably
necessary to qualify the Bonds for the Depository's
book-entry program.
In the event (i) the Depository determines not to
continue to act as securities depository for the Bonds, or
(ii) the Depository shall no longer so act and gives notice
to the District of such determination, then the District
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 17
will discontinue the book-entry system with the
Depository. If the District determines to replace the
Depository with another qualified securities depository,
the District shall prepare or direct the preparation of a
new single, separate, fully registered Bond, per maturity,
registered in the name of such successor or substitute
qualified securities depository or its nominee. If the
District fails to identify another qualified securities
depository to replace the Depository then the Bonds shall
no longer be restricted to being registered in the Bond
Register in the name of the Nominee, but shall be
registered in whatever name or names owners of the Bonds
transferring or exchanging Bonds shall designate, in
accordance with provisions of Section 2.05, and the
District shall prepare and deliver Bonds to the owners
thereof for such purpose.
In the event of a reduction in aggregate principal
amount of Bonds outstanding or an advance refunding of part
of the Bonds outstanding, DTC, in its discretion, (a) may
request the District to prepare and issue a new Bond or (b)
may make an appropriate notation on the Bond indicating the
date and amounts of such reduction in principal, but in
such event the District records maintained by the Trustee
shall be conclusive as to what amounts are outstanding on
the Bond, except in the case of final maturity in which
case the Bond must be presented to the District prior to
payment.
Notwithstanding any other provision of this Resolution
to the contrary, so long as any Bond is registered in the
name of the Nominee, all payments with respect to principal
of, and interest on such Bond and all notices with respect
to such Bond shall be made and given, respectively, as
provided in the Representation Letter or as otherwise
instructed by the Depository and acceptable to the District.
The initial Depository under this Article shall be
DTC. The initial Nominee shall be Cede & Co., as Nominee
of DTC.
Section 9. In accordance with the last paragraph of
Section 3.01 of the Supplement to Resolution No. 89-037, there
is hereby established a 1990 Bonds Capitalized Interest
Subaccount of the Interest Account, a 1990 Bonds Subaccount of
the Reserve Account, a 1990 Bonds Subaccount of the Purchase
Account and a 1990 Bonds Account in each of the Excess
Investment Earnings Fund, the Special Reserve Fund and the
Construction Fund. There is also established a 1989 Bonds
Subaccount of the Reserve Account and a 1989 Bonds Account
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. i8
of the Construction Fund, and all amounts in the Reserve
Account and the Construction Fund as of the Delivery Date for
the 1990 Bonds shall be transferred to such 1989 accounts for
the 1989 Bonds in order that the proceeds of the 1989 Bonds and
the 1989 Bonds and the respective earnings thereon may be
accounted for separately.
Section 10. Section 3.02 of the Supplement to Resolution
No. 89-037 is hereby amended by adding a new paragraph at the
end thereof providing as follows:
The proceeds of the sale of the 1990 Bonds shall be
received by the Fiscal Agent on behalf of the District and
deposited as follows:
(1) The amount representing the accrued interest and
$ in capitalized interest on the 1990 Bonds
shall be deposited in the 1990 Bonds Capitalized Interest
Subaccount of the Interest Account of the Special Tax Fund,
and such amount shall be applied to the payment of interest
on the 1990 Bonds on August 15, 1991, February 15, 1992 and
August 15, 1992;
(2) $ shall be deposited in the 1990 Bonds
Subaccount of the Reserve Account of the Special Tax Fund;
(3) After making the deposits required above, all
remaining proceeds of the 1990 Bonds shall be deposited in
the 1990 Bonds Account of the Construction Fund.
Section 11. The second paragraph of Section 3.03 of the
Supplement to Resolution No. 89-037 is deleted in its entirety
and amended to read as follows:
Notwithstanding anything herein to the contrary,
moneys transferred to the Purchase Account of the Special
Tax Fund from the Reserve Account in accordance with
Section 3.07 hereof or from the Construction Fund in
accordance with Section 3.10(c) hereof shall, unless in the
opinion of Bond Counsel another use of such funds will not
impair the exclusion from gross income for federal income
tax purposes of interest on the 1990 Bonds or any Parity
Bonds, be invested and applied only in accordance with the
provisions of this paragraph. Moneys held in the Purchase
Account shall be invested in Authorized Investments the
interest on which is excludable from gross income under
Section 103 of the Code (other than bonds the interest on
which is a tax preference item for purposes of computing
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 19
the alternative minimum tax of individuals and corporations
under the Code) or in Authorized Investments at a Yield not
in excess of the Yield on the issue of bonds of which such
proceeds are a part and shall be applied only (i) to the
purchase of 1990 Bonds or any Parity Bonds by the District,
in the open market, at a price not to exceed the principal
amount thereof plus accrued interest, which 1990 Bonds or
Parity Bonds shall thereupon be cancelled, (ii) to make
principal payments on the 1990 Bonds or any Parity Bonds,
or (iii) to redeem 1990 Bonds or any Parity Bonds at the
earliest redemption date permitted by this Resolution.
Amounts on deposit in a Subaccount of the Purchase Account
may be applied only to make purchases or payments with
respect to the issue of 1990 Bonds or Parity Bonds of which
such amounts are a part and may not be invested at a Yield
higher than that permitted by the preceding sentence unless
the District receives an opinion of Bond Counsel that the
application of such amounts for another purpose or the
investment of such amounts at such higher. Yield will not
adversely affect the exclusion from gross income of
interest on the 1990 Bonds or any Parity Bonds.
Section 12. Section 3.05 of the Supplement to Resolution
No. 89-037 is hereby amended by adding at the end thereof the
following sentence:
Anything to the contrary herein notwithstanding,
amounts in the 1990 Bonds Capitalized Interest Subaccount
of the Interest Account shall be applied only to pay
interest on the 1990 Bonds and shall be applied to pay such
interest before any Special Taxes available hereunder are
so applied.
Section 13. Section 3.06(b) of the Supplement to
Resolution No. 89-037 is hereby deleted in its entirety and
amended to read as follows:
(b) After making the deposits to the Administrative
Expense Account of the Special Tax Fund and the Interest
Account and the Principal Account of the Special Tax Fund
pursuant to Sections 3.04 and 3.05 above and to the
Redemption Account for Sinking Fund Payments then due
pursuant to subparagraph (a) of this Section, and in
accordance with the District's election to call 1990 Bonds
for optional redemption as set forth in Section 4.01(a)
hereof for the 1990 Bonds and Section 4.01A hereof for the
1990 Bonds or as set forth in any future Supplemental
Resolution, the Fiscal Agent shall transfer from the
Special Tax Fund and deposit in the Redemption Account
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 2(}
moneys available for the purpose and sufficient tO pay the
principal and the premiums payable as provided in Section
4.01(a) or Section 4.01A hereof or in any future
Supplemental Resolution on the 1990 Bonds or Parity Bonds
called for optional redemption and shall wire transfer such
amounts to the Fiscal Agent one (1) Business Day prior to
the redemption date; provided, however, that Net Taxes may
be applied to optionally redeem 1990 Bonds or Parity Bonds
only if following such redemption the amount in the Reserve
Account will equal the Reserve Requirement.
Moneys set aside in the Redemption Account shall be
used solely for the purpose of redeeming 1990 Bonds or
Parity Bonds and shall be applieh on or after the
redemption date to the payment of principal of and premium
on the 1990 Bonds or Parity Bonds to be redeemed upon
presentation and surrender of such 1990 Bonds or Parity
Bonds; provided, however, in lieu or partially in lieu of
such call and redemption, moneys deposited in the
Redemption Account as set forth above may be used to
purchase Outstanding 1990 Bonds or Parity Bonds in the
manner hereinafter provided. Purchases of Outstanding 1990
Bonds or Parity Bonds may be made by the District at public
or private sale as and when and at such prices as the
District may in its discretion determine but only at prices
(including brokerage or other expenses) not more than par
plus accrued interest, or, in the case of purchases to be
mad~ from funds to be applied to a redemption pursuant to
Section 4.01(a) or Section 4.01A hereof or the
corresponding redemption provisions of any future
Supplemental Resolution, par plus accrued interest, plus,
in the.case of moneys set aside for an optional redemption,
the premium applicable at the next following call date
according to the premium schedule established pursuant to
Section 4.01(a) or Section 4.01A hereof, or in the case of
Parity Bonds the premium established in any future
Supplemental Resolution. Any accrued interest payable upon
the purchase of 1990 Bonds or Parity Bonds may be paid from
the amount reserved in the Interest Account of the Special
Tax Fund for the payment of interest on the next following
Interest Payment Date.
Section 14. Section 3.07 of the Supplement to Resolution
No. 89-037 is hereby amended by adding at the end thereof the
following paragraph:
In transferring amounts in the Reserve Account to the
Excess Investment Earnings Fund, the Fiscal Agent shall
only transfer amounts from a subaccount of the Reserve
Account to the account in the Excess Investment Earnings
Fund for the same issue of bonds. In transferring amounts
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 21
in excess of the Reserve Requirement from the Reserve
Account to the Interest Account in accordance with the
preceding paragraph and in replenishing the subaccounts of
the Reserve Account such that the total in the Reserve
Account equals the Reserve Requirement, the Fiscal Agent
shall maintain in each subaccount of the Reserve Account an
amount which, as nearly as practicable, equals the portion
of the Reserve Requirement attributable to the issue of
bonds to which such subaccount relates.
Section 15. Section 3.08 of the Supplement to Resolution
No. 89-037 is deleted in its entirety and amended to read as
follows:
(a) The District shall calculate Excess Investment
Earnings separately for each issue of 1990 Bonds and Parity
Bonds in accordance with this Section 3.08 and shall pay
Excess Investment Earnings to the United States government
in accordance with paragraph (c). The Fiscal Agent shall
maintain a separate subaccount in the Excess Investment
Earnings Fund for the 1990 Bonds and each issue of Parity
Bonds. The term "Excess Investment Earnings" means, for
each issue of Parity Bonds, respectively, an amount equal
to the sum of:
(i) the excess of:
(A) the aggregate amount earned from the
Delivery Date on all Nonpurpose Investments in which
Gross Proceeds of such issue of 1990 Bonds or Parity
Bonds, as applicable, are invested or allocated (other
than investments attributable to an excess described
in this subparagraph (i)), over
(B) the amount that would have been earned if
the Yield on such Nonpurpose Investments (other than
investments attributable to an excess described in
this subparagraph (i)) had been equal to the Yield on
such issue of 1990 Bonds or Parity Bonds, as
applicable,
plus
(ii) any income attributable to the excess
described in paragraph (i).
(iii) In determining the amount described in this
subsection (a), there shall be excluded any amount
earned on any fund or account which is used primarily
to achieve a proper matching of revenues and annual
debt service on such issue of 1990 Bonds or Parity
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 22
Bonds, as applicable, during each Bond Year and which
is depleted at least once a year except for a
reasonable carryover amount not in excess of the
greater of one year's earnings on such fund or account
or one-twelfth (1/12) of annual debt service on such
issue, as well as amounts earned on said earnings.
The District intends that the Interest Account, the
Principal Account and the Redemption Account of the
Special Tax Fund will be the type of accounts
described in the preceding sentence; provided,
however, that amounts earned on any original proceeds
of an issue of 1990 Bonds or Parity Bonds deposited to
the subaccount of the Interest Account for such issue
shall be included in the calculations for that issue.
(b) At or prior to 30 days following the last day of
the first Bond Year on each issue of 1990 Bonds or Parity
Bonds, as applicable, the District shall calculate the
Excess Investment Earnings referenced in subparagraph (i)
of paragraph (a) on such issue and shall deposit an amount
equal to the Excess Investment Earnings on each issue into
the subaccount of the Excess Investment Earnings Fund
designated for such issue to the extent funds are available
from any legally available funds, including the subaccount
of the Reserve Account of the Special Tax Fund applicable
to such issue; provided, however, that the District need
not make such deposit if it has received a Certificate of
the City Manager, or his written designee to the effect
that such amount will be available from Special Tax
proceeds or other funds of the District on or prior to the
next Rebate Installment Date for such issue. Thereafter,
within 30 days following the last day of each Bond Year and
not later than 45 days prior to any optional redemption
date and on the date of the retirement of an issue of 1990
Bonds or Parity Bonds, as applicable, the District shall
calculate the amount of Excess Investment Earnings
referenced in subparagraphs (i) and (ii) of paragraph (a)
and the Fiscal Agent shall make corresponding transfers
into the subaccount of the Excess Investment Earnings Fund
designated for such issue from the sources specified in the
preceding sentence. The calculations shall be made in
accordance with the Regulations.
(c) The Fiscal Agent shall pay Excess Investment
Earnings on each issue of 1990 Bonds and Parity Bonds, as
applicable, to the United States government in installments
with the first payment with respect to an issue to be made
not later than sixty (60) days after the first Rebate
Installment Date for such issue and every Rebate
Installment Date thereafter. The District shall assure
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 23
that each installment is in an amount equal to at least 90
percent of the Excess Investment Earnings with respect to
such issue as of each Rebate Installment Date for such
issue prior to the discharge of the last bond of such
issue. Not later than sixty (60) days after the final
Rebate Installment Date for an issue, the Fiscal Agent
shall pay from the subaccount of the Excess Investment
Earnings Fund designated for such issue, or the District
shall pay directly from funds legally available for such
purpose, 100 percent of the theretofore unpaid Excess
Investment Earnings of such issue, plus earnings on such
Excess Investment Earnings received or accrued after the
final Rebate Installment Date as required by the
Regulations. The District shall cause the Fiscal Agent to
remit such payments to the United States government at the
address and in the manner prescribed by the Regulations as
the same may be in time to time in effect, together with
such reports and statements prepared by District as may be
prescribed by such Regulations.
(d) The District shall keep and retain for a period
of six (6) years following the retirement of an issue of
1990 Bonds or Parity Bonds, as applicable, records of the
determinations made pursuant to this Section for such
issue. The District shall keep a record of all investments
made with moneys on deposit in any Fund or Account
established hereunder. Such records shall contain a
reference to the date of purchase, the date of sale, the
purchase price, the sales price, the principal amount and
coupon rate of each obligation purchased or sold.
(e) Payments pursuant to this Section for each issue
shall be made to the maximum extent possible from moneys on
deposit in the subaccount of the Excess Investment Earnings
Fund related to such issue and, to the extent of any
deficiency therein for such purpose, shall be made first
from Special Taxes in the Special Tax Fund and then, if
necessary, from amounts in the subaccount of the Reserve
Account of the Special Tax Fund related to such issue. In
the event of any remaining deficiency in available moneys
for the purposes of such transfer, such deficiency shall be
paid by the District from any legally available funds.
(f) The District may make a joint computation for the
1990 Bonds and any Parity Bonds with an opinion of Bond
Counsel to the effect that a joint computation will not
adversely affect the exclusion from gross income for
federal income tax purposes of interest on any 1990 Bonds
or Parity Bonds then Outstanding.
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 24
(g) Notwithstanding the foregoing, the foregoing
method of computing Excess Investment Earnings may be
modified, in whole or in part, without the consent of the
Owners of any 1990 Bonds or Parity Bonds, upon receipt by
the District of an opinion of Bond Counsel to the effect
that such modification will not adversely affect the
exclusion from gross income for federal income tax purposes
of interest on any 1990 Bonds or Parity Bonds theretofore
issued.
Section 16. The last paragraph of Section 3.09 of the
Supplement to Resolution No. 89-037 is deleted in its entirety
and amended to read as follows:
The amounts in the Special Reserve Fund are not
pledged to the repayment of the 1990 Bonds or the Parity
Bonds and may be used by the District for any lawful
purpose. In the event that the District reasonably expects
to use any portion of the moneys in the Special Reserve
Fund to pay debt service on any Outstanding 1990 Bonds or
Parity Bonds, the Fiscal Agent will segregate such amount
into a separate subaccount and the moneys on deposit in
such subaccount of the Special Reserve Fund shall be
invested in Authorized Investments the interest on which is
excludable from gross income under Section 103 of the Code
(other than bonds the interest on which is a tax preference
item for purposes of computing the alternative minimum tax
of 'individuals and corporations under the Code) or in
Authorized Investments at a Yield not in excess of the
Yield on the 1990 Bonds or, if lower, the Yield on any
Parity Bonds, unless, in the opinion of Bond Counsel,
investment at a higher Yield will not adversely affect the
exclusion from gross income for federal income tax purposes
of interest on the 1990 Bonds or any Parity Bonds then
Outstanding.
Section 17. Section 3.10(c) of the Supplement to
Resolution No. 89-037 is deleted in its entirety and amended to
read as follows:
(b) Upon receipt of a Certificate of the City
Manager, or his written designee, or his designee, that all
or a specified portion of the amount remaining in the
Construction Fund is no longer needed to pay Project Costs
or Costs of Issuance, the Fiscal Agent shall transfer all
or such specified portion of the moneys remaining on
deposit in one or more of the Accounts in the Construction
Fund to the subaccount of the Purchase Account of the
Special Tax Fund corresponding to the issue of bonds to
which such proceeds relate.
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 25
Section 18. Subparagraph (a) of Section 3.11 of the
Supplement to Resolution No. 89-037 is hereby deleted in its
entirety and amended to read as follows:
(a) Moneys in the Construction Fund shall be invested
in Authorized Investments which will by their terms mature,
or in the case of an Investment Agreement are available
without penalty, as close as practicable to the date the
District estimates the moneys represented by the particular
investment will be needed for withdrawal from the
Construction Fund. Notwithstanding anything herein to the
contrary, the proceeds of any 1990 Bonds or Parity Bonds
remaining on deposit in the Construction Fund on the date
which is three years following the date of issuance of the
1990 Bonds, in the case of Bond proceeds, and the date of
issuance of the Parity Bonds, in the case of Parity Bond
proceeds, shall be invested by the District only in
Authorized Investments the interest on which is excluded
from gross income under Section 103 of the Code (other than
bonds the interest on which is a tax preference item for
purposes of computing the alternative minimum tax of
individuals and corporations under the Code) or in
Authorized Investments at a Yield not in excess of the
lesser of the Yield on the 1990 Bonds or any Parity Bonds,
unless in the opinion of Bond Counsel such restriction is
not necessary to prevent interest on the 1990 Bonds or any
Parity Bonds from being included in gross income for
federal income tax purposes.
Section 19. Section 4.01(c) of the Supplement to
Resolution No. 89-037 is amended by adding thereto the
following paragraphs:
If during the Fiscal Year immediately preceding
one of the redemption dates specified in the first full
paragraph of this subsection (c) or in the second full
paragraph of this subsection (c) above the District
purchases the applicable Term 1990 Bonds, at least 45 days
prior to the redemption date the District shall notify the
Fiscal Agent as to the principal amount purchased and the
amount of Term 1990 Bonds so purchased shall be credited at
the time of purchase, to the extent of the full principal
amount thereof, to reduce such upcoming Sinking Fund
Payment for the 1990 Bonds. All 1990 Bonds purchased
pursuant to this subsection shall be cancelled pursuant to
Section 10.01 herein.
In the event of a partial redemption of the 1990
Bonds maturing on August 15, 2015, each of the remaining
Sinking Fund Payments for such 1990 Bonds, as described
above, will be reduced, as nearly as practicable, on a pro
rata basis.
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 26
Section 20. The Supplement to Resolution No. 89-037 is
amended by adding thereto Section 4.0lA immediately following
Section 4.01 thereof providing as follows:
Section 4.01A. Redemption of 1990 Bonds.
(a) Optional Redemption. The 1990 Bonds maturing on
or before August 15, 2000 are not subject to call and
redemption prior to maturity. The 1990 Bonds maturing on
or after August 15, 2001 may be redeemed, at the option of
the District on August 15, 2000, or on any Interest Payment
Date thereafter, prior to maturity in whole or in part, in
inverse order of maturity and by lot within a maturity, at
the following redemption prices, expressed as a percentage
of the principal amount to be redeemed, together with
accrued interest to the date of redemption:
Redemption Dates
Redemption Prices
August 15, 2000 and February 15, 2001
August 15, 2001 and February 15, 2002
August 15, 2002 and thereafter
102%
101%
100%
(b) Mandatory Redemption. The 1990 Bonds are subject
to mandatory redemption before maturity on February 15,
1994, in whole or in part, as nearly as possible on a pro
rata basis from each maturity and by lot within a maturity,
from amounts transferred to the Redemption Account of the
Special Tax Fund from the Construction Fund pursuant to
Section 3.10(b) of the Supplement to Resolution on January
1, 1994 (rounded to the highest closest integral multiple
of $5,000). The 1990 Bonds so called for redemption will
be redeemed at a redemption price equal to the principal
amount thereof, plus accrued interest to the redemption
date, without premium.
(c) Mandatory Sinkinq Fund Redemption. The 1990
Bonds maturing on August 15, 2015 shall be called before
maturity and redeemed, from the Sinking Fund Payments that
have been deposited into the Redemption Account, on August
15~ 2001, and on each August 15 thereafter prior to
maturity, in accordance with the schedule of Sinking Fund
Payments set forth below. The 1990 Bonds so call.ed for
redemption shall be selected by the Fiscal Agent by lot and
shall be redeemed at a redemption price for each redeemed
1990 Bond equal to the principal amount thereof, plus
accrued interest to the redemption date, without premium,
as follows:
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 27
1990 BONDS MATURING AUGUST 15, 2015
Redemption Date
(August 15)
Principal Amount
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
If during the Fiscal Year immediately preceding
one of the redemption dates specified in (c) above the
District purchases 1990 Bonds of such maturities, at least
45 days prior to the redemption date the District shall
notify the Fiscal Agent as to the principal amount
purchased and the amount of 1990 Bonds so purchased shall
be credited at the time of purchase, to the extent of the
full principal amount thereof, to reduce such upcoming
Sinking Fund Payment for the applicable maturity of the
1990 Bonds. All 1990 Bonds purchased pursuant to this
subsection shall be cancelled pursuant to Section 10.01
herein.
In the event of a partial redemption of the 1990
Bonds maturing on August 15, 2015, each of the remaining
Sinking Fund Payments for such 1990 Bonds, as described
above, will be reduced, as nearly as practicable, on a pro
rata basis.
Section 21. The first sentence of Section 4.03 of the
Supplement to Resolution No. 89-037 is deleted in its entirety
and amended to read as follows:
When 1990 Bonds or Parity Bonds are due for redemption
under Section 4.01(b) and (c) and Section 4.0lA(b) and (c)
above and when the Fiscal Agent receives notice from the
District of its election to redeem 1990 Bonds or Parity
11/07/90
2409u/2468-04
Resolution No.'90-225
Page No. 28
Bonds under Section 4.01(a) or Section 4.0lA(a) above or
under another redemption provision set forth in a
Supplemental Resolution relating to any Parity Bonds, the
Fiscal Agent shall give notice, in the name of the
District, of the redemption of such 1990 Bonds or Parity
Bonds.
Section 22. Section 9.01 of the Supplement to Resolution
No. 89-037 is deleted in its entirety and amended to read as
follows:
Defeasance. If the District shall pay or cause to be
paid, or there shall otherwise he paid, to the Owner of an
Outstanding Bond or Parity Bond the interest due thereon
and the principal thereof, at the times and in the manner
stipulated in this Resolution or any Supplemental
Resolution, then the Owner of such Bond or Parity Bond
shall cease to be entitled to the pledge of Net Taxes, and,
other than as set forth below, all covenants, agreements
and other obligations of the District to the Owner of such
Bond or Parity Bond under this Resolution and any
Supplemental Resolution relating to such Parity Bond shall
thereupon cease, terminate and become void and be
discharged and satisfied. In the event of a defeasance of
all Outstanding 1990 Bonds and Parity Bonds pursuant to
this Section, the Fiscal Agent shall execute and deliver to
the District all such instruments as may be desirable to
evidence such discharge and satisfaction, and the Fiscal
Agent shall pay over or deliver to the District's general
fund all money or securities held by it pursuant to this
Resolution which are not required for the payment of the
interest due on and the principal of such 1990 Bonds and
Parity Bonds.
Any Outstanding Bond and Parity Bond shall be deemed
to have been paid within the meaning expressed in the first
paragraph of this section if such Bond or Parity Bond is
paid in any one or more of the following ways:
(a) by paying or causing to be paid the
principal of, premium, if any, and interest on such
Bond or Parity Bond, as and when the same become due
and payable;
(b) by depositing with the Fiscal Agent, in
trust, at or before maturity, money which, together
with the amounts then on deposit in the Special Tax
Fund (exclusive of the Administrative Expense
Account), is fully sufficient to pay the principal of,
premium, if any, and interest on such Bond or Parity
Bond, as and when the same shall become due and
payable; or
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 29
(c) by depositing with the Fiscal Agent, or
another escrow bank appointed by the Fiscal Agent, in
trust, direct, noncallable Authorized Investments, of
the type defined in clause (1) of the definition
thereof set forth in Section 1.01 hereof, in which the
District may lawfully invest its money, in such amount
as an Independent Financial Consultant shall determine
will be sufficient, together with the interest to
accrue thereon and moneys then on deposit in the
Special Tax Fund (exclusive of the Administrative
Expense Account), together with the interest to accrue
thereon, to pay and discharge the principal of,
premium, if any, and interest on such Bond or Parity
Bond, as and when the same shall become due and
payable;
then, at the election of the District, and notwithstanding
that any Outstanding 1990 Bonds and Parity Bonds shall not
have been surrendered for payment, all obligations of the
District under this Resolution and any Supplemental
Resolution with respect to such Bond or Parity Bond shall
cease and terminate, except for the obligation of the
Fiscal Agent to pay or cause to be paid to the Owners of
any such Bond or Parity Bond not so surrendered and paid,
all sums due thereon and except for the covenants of the
District contained in Section 5.02(f) or any covenants in a
Supplemental Resolution relating to compliance with the
Code. Notice of such election shall be filed with the
Fiscal Agent not less than ten (10) days prior to the
proposed defeasance date, or such shorter period of time as
may be acceptable to the Fiscal Agent. In connection with
a defeasance, there shall be provided to the Fiscal Agent a
certificate of a certified public accountant stating its
opinion as to the sufficiency of the moneys or securities
deposited with the Fiscal Agent or the escrow bank to pay
and discharge the principal of and interest on all
Outstanding 1990 Bonds and Parity Bonds to be defeased in
accordance with this Section, as and when the same shall
become due and payable, and an opinion of Bond Counsel
(which may rely upon the opinion of the certified public
accountant) to the effect that the 1990 Bonds or Parity
Bonds being defeased have been legally defeased in
accordance with this Resolution and any applicable
Supplemental Resolution. Upon a defeasance, the Fiscal
Agent and/or the Fiscal Agent, upon request of the
District, shall release the rights of the Owners of such
1990 Bonds or Parity Bonds which have been defeased under
this Resolution and any Supplemental Resolution and execute
and deliver to the District all such instruments as may be
desirable to evidence such release, discharge and
satisfaction. In the case of a defeasance hereunder of all
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 30
Outstanding 1990 Bonds and Parity Bonds, the Fiscal Agent
shall pay over or deliver to the District any funds held by
the Fiscal Agent at the time of a defeasance, which are not
required for the purpose of paying and discharging the
principal of or interest on the 1990 Bonds or Parity Bonds
when due. The Fiscal Agent shall, at the written direction
of the District, mail, first class, postage prepaid, a
notice to the Bondowners whose 1990 Bonds or Parity Bonds
have been defeased, in the form directed by the District,
stating that the defeasance has occurred.
Section 23. The 1990 Bonds and the certificate of
authentication thereon shall be substantially in the form
attached hereto as Attachment 1, which form is hereby approved
and adopted as the form of the 1990 Bonds and of the
certificate of authentication. The 1990 Bonds shall be
delivered in definitive form as required by Section 2.06 of the
Supplement to Resolution No. 89-037; provided, however, that
temporary bonds may be delivered in lieu of definitive bonds
under the same conditions as are set forth in Section 2.06 with
respect to temporary bonds. The provisions of Sections 2.08,
2.09 and 2.12 of the Supplement to Resolution No. 89-037 shall
govern the conditions of registration of exchange and transfer
of the 1990 Bonds. The provisions of Section 2.07 of the
Supplement'to Resolution No. 89-037 shall govern the execution
and authentication of the 1990 Bonds and only such 1990 Bonds
as shall bear thereon such certificate of authentication in the
form set forth in Attachment 1 hereto shall be entitled to any
right or benefit under the Supplement to Resolution No. 89-037
and this Amendment to Supplement, and no 1990 Bond shall be
valid or obligatory for any purpose until such certificate of
authentication shall have been duly executed by the Fiscal
Agent.
Section 24. Any provisions of the Supplement to Resolution
No. 89-037 not amended by this Amendment to Supplement shall
remain in full force and effect and be applicable to the 1989
Bonds and the 1990 Bonds.
11/07/90
2409u/2468-04
Resolution ~1o. 90-225
Page No. 31
SIGNED AND APPROVED this 18th day O£Decemberl990 by
the Mayor of the City of Poway and Clerk of the City of Poway
acting on behalf of the Community Faci
of the City of Poway (Parkway Business
May
~.~ of
ities District No. 88-1
%Center).
City of Poway acting
Community Facilities
88-1 of the City of
(Parkway Business Center)
ATTEST:
Clerk of \~he City of Poway
on behalfj of Community
Facilities District No. 88-1
of the City of Poway (Parkway
Business Center)
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 32
STATE OF CALIFORNIA )
)
COUNTY OF SAN DIEGO )
SS.
I, Marjorie K. Wahlsten, City Clerk of the City of Poway, do
hereby certify under penalty of perjury that the foregoing
Amendment to Supplement to Resolution No. 89-037 was duly adopted
by the City Council at a regular meeting of said City Council held
on the 18th day of December, 1990, and that it was so adopted by
the following vote:
AYES:
EMERY, HIGGINSON, MCINTYRE, SNESKO, GOLDSMITH
NOES: NONE
ABSTAIN: NONE
ABSENT:
NONE
Marjorie' K. Wahlsten, City Clerk
City of Poway
Resolution No. 90-225
Page No. 33
ATTACHMENT "1"
No.
INTEREST RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COMMUNITY FACILITIES DISTRICT NO. 88-1
OF THE CITY OF POWAY
(PARKWAY BUSINESS CENTER)
SERIES 1990 SPECIAL TAX BONDS
MATURITY DATE
DATED DATE
December 15, 1990
CUSIP NUMBER
COMMUNITY FACILITIES DISTRICT NO. 88-1 OF THE CITY OF
POWAY (PARKWAY BUSINESS CENTER) (the "District") situated in
the City of Poway, State of California (the "City"), FOR VALUE
RECEIVED, hereby promises to pay, solely from certain amounts
held under the Resolution (as hereinafter defined), to the
Registered Owner named above, or registered assigns, on the
Maturity Date set forth above, unless redeemed prior thereto as
hereinafter provided, the Principal Amount set forth above, and
to pay interest on such Principal Amount from the Interest
Payment Date (as hereinafter defined) next preceding the date
of authentication hereof, unless (i) the date of authentication
is an Interest Payment Date in which event interest shall be
payable from such date. of authentication, (ii) the date of
authentication is after a Record Date (as hereinafter defined)
but prior to the immediately succeeding Interest Payment Date,
in which event interest shall be payable from the Interest
Payment Date immediately succeeding the date of authentication
or (iii) the date of authentication is prior to the close of
business on the first Record Date in which event interest shall
be payable from December 15, 1990; provided, however, that if
at the time of authentication of this Bond, interest is in
default, interest on this Bond shall be payable from the last
Interest Payment Date to which the interest has been paid or
made available for payment or, if no interest has been paid or
made available for payment, interest on this Bond shall be
payable from December 15, 1990. Interest will be paid
semiannually on February 15 and August 15 (each an "Interest
Payment Date"), commencing August 15, 1991, at the Interest
Rate set forth above, until the Principal Amount hereof is paid
or made available for payment.
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 34
The principal of and premium, if any, on this Bond are
payable to the Registered Owner hereof in lawful money of the
United States of America upon presentation and surrender of
this Bond at the corporate trust office of Security Pacific
National Bank (the "Fiscal Agent") in Los Angeles, California.
Interest on this Bond shall be paid by check of the Fiscal
Agent mailed, by first class mail, postage prepaid, to the
Registered Owner hereof as of the close of business on the
first day of the month in which the Interest Payment Date
occurs (the "Record Date") at such Registered Owner's address
as it appears on the registration books maintained by the
Fiscal Agent.
This Bond is one of a duly authorized issue of
"Community Facilities District No. 88-1 of the City of Poway
(Parkway Business Center), 1990 Special Tax Bonds" (the "1990
Bonds") issued in the aggregate principal amount of $8,000,000
pursuant to the Mello-Roos Community Facilities Act of 1982, as
amended, being Sections 53311, et seq., of the California
Government Code (the "Act"), for the purpose of paying the cost
of constructing and acquiring certain public facilities, paying
certain costs related to the issuance of the 1990 Bonds and
establishing a reserve fund. The issuance of the 1990 Bonds
and the terms and conditions thereof are provided for by a
resolution adopted by the City Council of the City of Poway
acting in its capacity as the legislative body of the District
(the "Legislative Body") on March 28, 1989 and a Supplement to
Resolution executed pursuant to the terms thereof, and
Resolution No. 90- adopted by the Board on December 18, 1990
and the Amendment to Supplement to Resolution No. 89-037
executed pursuant to the terms thereof (the foregoing
resolutions and the supplements thereto being collectively
referred to herein as the "Resolution"), and this reference
incorporates the Resolution herein, and by acceptance hereof
the Registered Owner of this Bond assents to said terms and
conditions. The Resolution is adopted under and this Bond is
issued under, and both are to be construed in accordance with,
the laws of the State of California.
Pursuant to the Act and the Resolution, the principal
of, premium, if any, and interest on this Bond are payable
solely from the portion of the annual special taxes authorized
under the Act to be levied and collected within the District
and pledged to the repayment of the 1990 Bonds (the "Special
Taxes"). Any amounts for the payment hereof shall be limited
to the Special Taxes pledged and collected or foreclosure
proceeds received following a default in payment of the Special
Taxes, except to the extent that other provision for payment
has been made by the Legislative Body, as may be permitted by
law. The District has covenanted for the benefit of the owners
of the 1990 Bonds that under certain circumstances it will
commence and diligently pursue to completion appropriate
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 35
foreclosure proceedings in the event of delinquencies of
Special Tax installments levied for payment of principal and
interest on the 1990 Bonds. On April 25, 1989, the District
issued its Series 1989 Bonds in the aggregate principal amount
of $30,000,000, which bonds are secured on a parity with the
1990 Bonds. The District is currently authorized to issue up
to $7,000,000 in additional bonds payable from the Special
Taxes which will rank equally as to security with the 1990
Bonds, but only upon satisfaction of certain terms and
conditions set forth in the Resolution.
The 1990 Bonds are subject to mandatory redemption
before maturity on February 15, 1994% in whole or in part, as
nearly as possible on a pro rata basis from each maturity and
by lot within a maturity, from amounts transferred to the
Redemption Account of the Special Tax Fund from the
Construction Fund pursuant to Section 3.10(b) of the Supplement
to Resolution on January 1, 1994 (rounded to the highest
closest integral multiple of $5,000). The 1990 Bonds so called
for redemption will be redeemed at a redemption price equal to
the principal amount thereof, plus accrued interest to the
redemption date, without premium.
1990 Bonds maturing on or prior to August 15, 2000
shall not be subject to redemption prior to maturity. The 1990
Bonds maturing on August 15, 2001 or thereafter may be
redeemed, at the option of the District on August 15, 2000, or
on any Interest Payment Date thereafter prior to maturity, in
whole or in part, in inverse order of maturity and by lot
within a maturity, at the following redemption prices,
expressed as a percentage of the principal amount thereof,
together with accrued interest to the date of redemption:
Redemption Dates
Redemption Prices
August 15, 2000 and February 15, 2001
August 15, 2001 and February 15, 2002
August 15, 2002 and thereafter
102%
101%
100%
In addition, the 1990 Bonds maturing on August 15, 2015 are
subject to mandatory sinking fund redemption prior to maturity
commencing on August 15, 2001, in part, by lot, from Sinking
Fund Payments (as defined in the Resolution) at a price equal
to the principal amount thereof, without premium, together with
accrued interest to the date of redemption, to the extent, in
the manner and subject to the terms of the Resolution.
Notice of redemption with respect to the 1990 Bonds to be
redeemed shall be mailed to the registered owners thereof not
less than 30 nor more than 60 days prior to the redemption date
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 36
by first class mail, postage prepaid, to the addresses set
forth in the registration books. A failure of the Registered
Owner hereof to receive such notice will not affect the
validity of the proceedings for redemption. All 1990 Bonds or
portions thereof so called for redemption will cease to accrue
interest on the specified redemption date; provided that funds
for the redemption are on deposit with the Fiscal Agent on the
redemption date. Thereafter, the registered owners of such
1990 Bonds shall have no rights except to receive payment of
the redemption price upon the surrender of the 1990 Bonds.
This Bond shall be registered in the name of the Registered
Owner hereof, as to both principal and interest, and the
District and the Fiscal Agent may treat the Registered Owner
hereof as the absolute owner for all purposes and shall not be
affected by any notice to the contrary.
The Fiscal Agent shall not be required to register
transfers or make exchanges of (i) any 1990 Bonds for a period
of 15 days next preceding any selection of the 1990 Bonds to be
redeemed, or (ii) any 1990 Bonds chosen for redemption.
The 1990 Bonds are issuable only in fully registered form
in the denomination of $5,000 or any integral multiple of
$5,000 and may be exchanged for a like aggregate principal
amount of 1990 Bonds of other authorized denominations of the
same issue and maturity, all as more fully set forth in the
Resolution. This Bond is transferable by the Registered Owner
hereof, in person or by his attorney duly authorized in
writing, at the corporate trust office of the Fiscal Agent in
Los Angeles, California, but only in the manner, subject to the
limitations and upon payment of the charges provided in the
Resolution, upon surrender and cancellation of this Bond. Upon
such transfer, a new registered Bond of authorized denomination
or denominations for the same aggregate principal amount of the
same issue and maturity will be issued to the transferee in
exchange therefor.
The rights and obligations of the District and of the
registered owners of the 1990 Bonds may be amended at any time,
and in certain cases without notice to or the consent of the
registered owners, to the extent and upon the terms provided in
the Resolution.
THE 1990 BONDS DO NOT CONSTITUTE OBLIGATIONS OF THE CITY OF
POWAY OR OF COMMUNITY FACILITIES DISTRICT NO. 88-1 OF THE CITY
OF POWAY (PARKWAY BUSINESS CENTER) FOR WHICH THE CITY OF POWAY
OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED
OR PLEDGED, GENERAL OR SPECIAL TAXES, OTHER THAN THE SPECIAL
TAXES REFERENCED HEREIN. THE 1990 BONDS ARE LIMITED
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 37
OBLIGATIONS OF THE DISTRICT PAYABLE FROM THE SPECIAL TAXES BUT
ARE NOT A DEBT OF THE CITY OF POWAY, THE CITY OF PARKWAY
BUSINESS CENTER, THE STATE OF CALIFORNIA OR ANY OF ITS
POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL
OR STATUTORY LIMITATION OR RESTRICTION.
This Bond shall not become valid or obligatory for any
purpose until the certificate of authentication and
registration hereon endorsed shall have been dated and signed
by the Fiscal Agent.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts,
conditions and things required by la? to exist, happen and be
performed precedent to and in the issuance of this Bond do
exist, have happened and have been performed in due time, form
and manner as required by law, and that the amount of this
Bond, together with all other indebtedness of the District,
does not exceed any debt limit prescribed by the laws or
Constitution of the State of California.
IN WITNESS WHEREOF, Community Facilities District No. 88-1
of the City of Poway (Parkway Business Center) has caused this
Bond to be dated as of December 15, 1990, to be signed on
behalf of the District by the Mayor of the City of Poway by his
facsimile signature and attested by the facsimile signature of
the City Clerk of the City of Poway and has caused its seal to
be reproduced hereon.
ATTEST:
Mayor of the City of Poway acting
on behalf of Community Facilities
District No. 88-1 of the City of
Poway (Parkway Business Center)
Clerk of the City of Poway
on behalf of Community Facilities
District No. 88-1 of the
City of Poway (Parkway
Business Center)
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 38
FORM OF PAYING AGENT'S CERTIFICATE
OF AUTHENTICATION AND REGISTRATION
This is one of the 1990 Bonds described in the within defined
Resolution.
Dated:
By: SECURITY PACIFIC NATIONAL
BANK, as Fiscal Agent
By:
Authorized Signatory
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign
and transfer unto the within-mentioned
registered Bond and hereby irrevocably constitute(s) and
appoint(s) attorney, to transfer the
same on the books of the Fiscal Agent with full power of
substitution in the premises.
Dated:
Signature Guaranteed
Note: Signature(s) must be
guaranteed by a member firm
of the New York Stock
Exchange or a commercial
bank or trust company.
Notice: The signature on this
assignment must correspond
with the name(s) as. written on
the face of the within Bond in
every particular without
alteration or enlargement, or
any change whatsoever.
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 39
ATTACHMENT "2"
LETTER OF REPRESENTATIONS
COMMUNITY FACILITIES DISTRICT NO. 88-1
OF THE CITY OF POWAY
(PARKWAY BUSINESS CENTER)
SERIES 1990 SPECIAL TAX BONDS
January 16, 1991
The Depository Trust Company
55 Water Street
New York, NY 10041
Attention: General Counsel's Office
Re:
$8,000,000 Community Facilities District No. 88-1
of the City of Poway (Parkway Business Center)
Series 1990 Special Tax Bonds
Gentlemen:
The purpose of this letter is to set out certain matters
relating to the above-referenced Bonds (the "Bonds"). Security
Pacific National Bank is acting as Trustee to the District (as
defined below) with respect to the Bonds. The Bonds will be
issued pursuant to a resolution adopted by the City Council of
the City of Poway (the "City") acting in its capacity as the
legislative body of the District on March 28, 1989 and a
Supplement to Resolution executed pursuant to the terms
thereof, and Resolution No. 90-__ adopted by the Board on
December 18,. 1990 and the Amendment to Supplement to Resolution
No. 89-037 executed pursuant to the terms thereof
(collectively, the "Resolution"). PaineWebber Incorporated is
the underwriter of the Bonds (the "Underwriter") and is
distributing the Bonds through The Depository Trust Company
("DTC").
TO induce DTC to accept the Bonds as eligible for
deposit at DTC and act in accordance with its Rules with
respect to the Bonds, the City makes the following respective
representations to DTC:
1. On January 16, 1991, there shall be deposited with
DTC one Bond per maturity in registered form registered in the
name of DTC°s nominee, Cede & Co., in the aggregate principal
amounts set forth in Exhibit A hereto, which represents 100% of
the principal amount of such Bonds.
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 40
2. In the event of any solicitation of consents from
and voting by holders of the Bonds, the City or the Agent shall
establish a record date for such purposes and give DTC notice
of such record date not less than 15 calendar days in advance
of such record date to the extent possible.
3. In the event of a prepayment or any other similar
transaction resulting in retirement of all Bonds outstanding or
a reduction in aggregate principal amount of Bonds outstanding
("full or partial prepayment") or an advance refunding of all
or part of the Bonds outstanding, the City shall give DTC
notice of such event not less than 30 days nor more than 60
days prior to the prepayment date, or, in the case of an
advance refunding, the date the proceeds of such refunding are
deposited in escrow.
4. In the event of a partial prepayment or an advance
refunding of part of the Bonds outstanding, the City or the
Agent shall send DTC a notice specifying: 1) the amount of the
prepayment or refunding; 2) in the case of a refunding, the
maturity date(s) established under the refunding; and 3) the
date such notice is to be mailed to Bond owners or published
("the Publication Date"). Such notice shall be sent to DTC by
a secure means (e.g., legible facsimile transmission,
registered or certified mail, or overnight express delivery in
a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business
day before the Publication Date. The City or the Agent will
forward such notice either in a separate secure transmission
for each CUSIP number or in a secure transmission for multiple
CUSIP numbers which include a manifest or list of each CUSIP
submitted in that transmission. (The entity sending such
notice shall have a method to verify subsequently the use of
such means and timeliness of the notice.) The Publication Date
shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding,
the date the proceeds are deposited in escrow.
5. In the event of an invitation to tender the Bonds,
notice to Bondholders by the City or the Agent specifying the
terms of the tender and the date such notice is to be mailed to
Bondholders or published (the "Publication Date") shall be sent
to DTC by a secure means (e.g., legible facsimile transmission,
registered or certified mail, overnight express delivery) in a
timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business
day before the Publication Date. (The entity sending such
notice shall have a method to verify subsequently the use of
such means and timeliness of the notice.)
6. Ail notices and payment advices sent to DTC shall
contain the CUSIP number of the Bonds.
11/07/90
2409u/2468-04
Resolution No. ~-225
Page No. 41
7. Notices to DTC by facsimile transmission shall be
sent to DTC's Call Notification Department at (516) 227-4039 or
(516) 227-4190. Notices to DTC by mail or any other means
shall mean shall be sent to:
The Depository Trust Company
Call Notification Department
Muni Reorganization Manager
711 Stewart Avenue
Garden City, NY 11530
8. Interest payments shall be received by Cede & Co.,
as nominee of DTC or its registered.assigns in next-day funds
on each payment date (or the equivalent in accordance with
existing arrangements between the City or the Agent and DTC).
Such payments shall be made payable to the order of Cede & Co.
9. Payments of principal shall be received by Cede &
Co., as nominee of DTC, or its registered assigns in next-day
funds on each payment date. Principal payments shall be made
payable to the order of Cede & Co., and shall be addressed as
follows:
The Depository Trust Company
Muni Redemption Department
55 Water Street-50th Floor
New York, NY 10041
Attention: Collection Supervisor
10. DTC may direct the City or the Agent to use any
other telephone number for facsimile transmission, address or
department of DTC as the number, address or department to which
payments of interest or principal or notices may be sent.
11. In the event of a reduction in aggregate principal
amount of Bonds outstanding or an advance refunding of part of
the Bonds outstanding, DTC, in its discretion, (a) may request
the City to issue and authenticate a new Bond or (b) shall make
an appropriate notation on the Bond indicating the date and
amounts of such reduction in principal, except in the case of
final maturity in which case the Bond must be presented to the
City prior to payment.
12. In the event the City determines pursuant to the
Resolution that beneficial owners of the Bonds shall be able to
obtain certificated Bonds, the City or the Agent shall so
notify DTC of the availability of Bonds and shall issue,
transfer and exchange Bonds in appropriate amounts as required
by DTC and others.
11/07/90
2409u/2468-04
Resolution No. 90-225
Page No. 42
13. DTC may determine to discontinue providing its
service as securities depository with respect to the Bonds at
any time by giving reasonable notice to the City (at which time
DTC will confirm with the City the aggregate principal amount
of the Bonds outstanding) and discharging its responsibilities
with respect thereto under applicable law. Under such
circumstances, whenever DTC requests the City to do so, the
City will cooperate with DTC in taking appropriate action to
make available one or more separate Bonds to any DTC
Participant having Bonds credited to its DTC account.
14. Nothing herein shall be deemed to require the
Agent to advance funds on behalf of the City.
Very truly yours,
CITY OF POWAY
By:
Mayor
SECURITY PACIFIC NATIONAL BANK
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By:
Authorized Officer
By
Authorized Officer's Signature
cc: Mark Adler, PaineWebber Incorporated
11/07/90
2409u/2468-04