Res 92-028RESOLUTION NO. 92-028
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
POWAY AUTHORIZING THE PREPARATION AND SALE OF
NOT TO EXCEED $14,000,000 PRINCIPAL AMOUNT OF
CERTIFICATES OF PARTICIPATION AND APPROVING
CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN
ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City of Poway (the "City") and the Poway
Redevelopment Agency (the "Agency") desire to enter into that
certain Lease Agreement dated as of February 15, 1992 by and
between the City and the Agency (the "Lease"), the form of
which has been presented to this City Council at the meeting at
which this Resolution has been adopted, pursuant to which the
City will agree to lease the Projects (as defined in the Lease)
from the Agency and to pay certain Lease Payments (as defined
in the Lease) in connection therewith in order to refund the
$10,650,000 City of Poway Certificates of Participation (City
of Poway 1988 Capital Improvement Project - Poinsettia
Mobilehome Park) (the "1988 COPs") at a net interest cost
savings to the City and at no extra cost or adverse effect to
the City or the Agency; and
WHEREAS, the Lease Payments will be assigned by the Agency
and will be pledged to the holders of the Certificates of
Participation by the Agency pursuant to a Trust Agreement dated
as of February 15, 1992 by and among Security Pacific National
Bank as trustee (the "Trustee"), the City and the Agency (the
"Trust Agreement"), the form of which has been presented to
this City Council at the meeting at which this Resolution has
been adopted; and
WHEREAS, the Agency and the City have determined that it
will be in the best interests of the City, Agency and citizens
of the community to authorize the preparation and sale of
Certificates of Participation in an aggregate amount of not to
exceed $14,000,000 (the "Certificates"), which Certificates
evidence an allocable share in the Lease Payments to be made
pursuant to the Lease; and
WHEREAS, California Health and Safety Code Section 33445
provides that a redevelopment agency may, with the consent of
the legislative body, pay all or part of the value of public
buildings, facilities, structures or other improvements upon a
finding that such public improvements are of benefit to the
project area or the immediate neighborhood in which the project
is located and that there are no other reasonable means of
financing such public improvements available to the community;
and
Resolution No. 92-028
Page 2
WHEREAS, in connection with the issuance of the 1988 COPs,
the City Council of the City (the "City Council") duly executed
that certain Trust Agreement dated May 1, 1988 (the "1988 Trust
Agreement") which provides in Section 801 1.(3) thereof for the
transfer of title to the Project (as that term is defined in
the 1988 Trust Agreement) from the Agency to the City upon
defeasance of the 1988 COPs; and
WHEREAS, in connection with the issuance of the 1988 COPs,
the City Council duly executed that certain Lease Agreement
dated May 1, 1988 (the "1988 Lease Agreement") which provides
in Section 6.1 thereof for the transfer of title to the Project
from the Agency to the City upon defeasance of the 1988 COPs
and which also provides in Section 2.1 thereof for the
termination of the 1988 Lease Agreement upon defeasance of the
1988 COPs; and
WHEREAS, the City Council is now desirous of amending the
1988 Trust Agreement and the 1988 Lease Agreement in order to
provide for the retention of title to the Project by the Agency
in order to facilitate the refunding of the 1988 COPs and also
to provide for survival of the 1988 Lease Agreement until such
time as the 1988 COPs are finally redeemed in order to comply
with certain requirements of the Internal Revenue Code of 1986,
as amended, with respect to the 1988 COPs; and
WHEREAS, the Agency and the City have further determined
that the proposed amendment to the 1988 Trust Agreement to
avoid the transfer of title to the Project from the Agency to
the City is desirable and the cure of a defect in the 1988
Trust Agreement, which cure is not contrary to or inconsistent
with the terms of the 1988 Trust Agreement as heretofore in
effect and which amendment is not adverse to the rights of the
Certificateholders (as that term is defined in the 1988 Trust
Agreement);
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Poway as follows:
SECTION 1: This City Council hereby authorizes the
preparation and sale of the Certificates in an aggregate
principal amount of not to exceed $14,000,000 in accordance
with the terms and provisions of the Trust Agreement. The
purposes for which the proceeds of the Certificates shall be
expended are to pay the cost of the acquisition and
rehabilitation of the Poinsettia Mobilehome Park Project,
including to fund a reserve fund and to pay the costs of the
sale of the Certificates.
SECTION 2: The City Council hereby determines that the
acquisition, construction and installation of the Project is of
benefit to the Project Area and the surrounding neighborhood in
which the Project is located.
Resolution No. 92-028
Page 3
SECTION 3: Security Pacific National Bank, Los Angeles,
California, is hereby appointed as Trustee on behalf of the
holders of the Certificates with the duties and powers of the
Trustee as set forth in the Trust Agreement.
SECTION 4: The form of the Purchase Contract among the
City, the Agency and PaineWebber Incorporated (the
"Underwriter") relating to the sale of the Certificates (the
"Purchase Contract") substantially in the form presented at
this meeting is hereby approved. The City Manager of the City
or his designee (the "City Manager") is hereby authorized and
directed to execute the Purchase Contract on behalf of the City
with such changes, additions and deletions as may be
recommended by Special Counsel and to insert therein the total
principal amount of the Certificates, the interest rates which
shall not exceed 7.50% per annum and the Underwriter's discount
and original issue discount which together shall not exceed
3.00% of the principal amount of the Certificates.
SECTION 5: The proposed forms of the Lease, the Escrow
Agreement, the Trust Agreement and Preliminary Official
Statement presented at this meeting are hereby approved as to
form. Subject to the prior execution and approval of the
Purchase Contract for the sale of the Certificates by the City
Manager as provided in Section 3, the Mayor and the City Clerk
are hereby authorized and directed for and in the name of the
City to execute the Lease, the Escrow Agreement, the Trust
Agreement and the Official Statement in substantially the form
hereby approved, with such additions thereto and changes
therein as are recommended or approved by Special Counsel to
the Agency and approved by such officers, such approval to be
conclusively evidenced by the execution and delivery thereof.
SECTION 6. Amendment No. 1 to the 1988 Trust Agreement
presented at this meeting is hereby approved and the Mayor and
City Clerk are hereby authorized and directed to execute such
Amendment No. 1 in substantially the form hereby approved, with
such changes thereto as may hereafter be recommended by Special
Counsel and approved by the City Finance Director, with such
approval to be conclusively evidenced by the execution and
delivery of such documents.
SECTION 7. The Amended and Restated 1988 Lease Agreement
presented at this meeting is hereby approved and the Mayor and
City Clerk are hereby authorized and directed to execute such
Amended and Restated 1988 Lease Agreement in substantially the
form hereby approved, with such changes thereto as may
hereafter be recommended by Special Counsel and approved by the
City Finance Director, with such approval to be conclusively
evidenced by the execution and delivery of such documents.
SECTION 8: This Resolution shall take effect from and
after its date of adoption.
Resolution No. 92-028
Page 4
PASSED, ADOPTED AND APPROVED, by the City Council of the City
of Poway, California, at a regular meeting thereof this llth day of
February, 1992. \ ~i
ATTEST: ~_
Marjor~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. 92- 028 was duly adopted by the City Council at a
meeting of said City Council held on the llth day of February ,
1992, and that it was so adopted by the following vote:
AYES: HIGGINSON, MCINTYRE, SNESKO, GOLDSMITH
NOES: NONE
ABSTAIN: EMERY
ABSENT: NONE
Marjori~ ~. Wahlsten, City Clerk
City of P~way