Res 93-093RESOLUTION NO. 93-093
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY
APPROVING THE RESTATING OF THE POWAY REDEVELOPMENT
AGENCY'S INDENTURE OF TRUST SECURING THE $104,710,000
PAGUAY REDEVELOPMENT PROJECT SUBORDINATED TAX
ALLOCATION REFUNDING BONDS, SERIES 1993
WHEREAS, the Agency is a community redevelopment agency (a public body,
corporate and politic) duly created, established and authorized to transact
business and exercise its powers, all under and pursuant to Part i of
Division 24 {commencing with Section 33000) of the Health and Safety Code of
the State of California (the "Community Redevelopment Law), and the powers of
the Agency include the power to issue bonds or notes for any of its corporate
purposes; and
WHEREAS, the Agency determined pursuant to that certain Indenture of
Trust by and between the Agency and Bank of America National Trust and Savings
Association (the "Trustee") dated as of May 1, 1993 (the "Indenture") that the
corporate purposes of the Agency would be accomplished by the issuance of tax
allocation refunding bonds in a principal amount of One Hundred Four Million,
Seven Hundred Ten Thousand Dollars ($104,710,000.00) pursuant to the Indenture
and that certain resolution of the Agency adopted on May 4, 1993, providing
for the issuance of "Poway Redevelopment Agency, Paguay Redevelopment Project,
Subordinated Tax Allocation Refunding Bonds, Series 1993" (the "Bonds"); and
WHEREAS, the Agency issued the Bonds on May 25, 1993; and
WHEREAS, certain payments with respect to Bonds maturing on December 15,
2006 and December 15, 2014 (the "1993 Indexed Inverse Floating/Fixed Rate
Bonds"} are governed by the provisions of two Swap Agreements relating to such
Bonds by and between the Agency and Societe Generale, New York Branch, dated
as of May 20, 1993 (the "Swap Agreements"); and
WHEREAS, immediately following the issuance of the Bonds on May 25,
1993, the purchasers of the 1993 Indexed Inverse Floating/Fixed Rate Bonds
requested that the Agency reform certain provisions of the Swap Agreements,
the Official Statement executed by the Agency with respect to the Bonds (the
"Official Statement") and of the Indenture relating to the 1993 Indexed
Inverse Floating/Fixed Rate Bonds governing the application of certain
payments under the Swap Agreements; and
WHEREAS, the Agency has determined that the proposed reformations to the
Swap Agreements, the Official Statement and the Indenture are necessary and
desirable to accomplish the corporate purposes of the Agency and that such
reformations are authorized pursuant to the terms of the Swap Agreements and
the Indenture, respectively, and the Community Redevelopment Law.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA, DOES
HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS:
Resolution No. 93J393
Page 2
Section 1. Each of the above recitals is true and correct.
Section 2. Subject to the prior receipt of the consent thereto of 100%
of the owners of the 1993 Indexed Inverse Floating/Fixed Rate Bonds, the
Indenture shall be restated in substantially the form of Restated Indenture,
Exhibit A as on file in the City Clerk's Office, and the Restated Indenture is
hereby approved in such form, together with any changes thereto deemed
necessary by the Executive Director of the Agency.
Section 3. Subject to the prior receipt of the consent thereto of 100%
of the owners of the 1993 Indexed Inverse Floating/Fixed Rate Bonds, the Swap
Agreements shall be restated in substantially the forms of the Restated Swap
Agreements, respectively, Exhibit B as on file in the City Clerk's Office, and
the Restated Swap Agreements are hereby approved in such forms, respectively,
together with any changes thereto deemed necessary by the Executive Director
of the Agency.
Section 4. The Executive Director of the Agency is hereby authorized
and directed, for and in the name of the Agency, subject to the prior receipt
of the consent thereto of 100% of the owners of the 1993 Indexed Inverse
Floating/Fixed Rate Bonds, to execute and deliver the Restated Indenture in
the form of Exhibit A as on file in the City Clerk's Office, with such
changes, insertions and omissions as said officer may approve, such approval
to be conclusively evidenced by the execution and delivery thereof.
Section 5. The Executive Director of the Agency is hereby authorized
and directed, for and in the name of the Agency, subject to the prior receipt
of the consent thereto of 100% of the owners of the 1993 Indexed Inverse
Floating/Fixed Rate Bonds, to execute and deliver the Restated Swap Agreements
in the form of Exhibit B as on file in the City Clerk's Office, with such
changes, insertions and omissions as said officer may approve, such approval
to be conclusively evidenced by the execution and delivery thereof.
Section 6. Subject to the prior receipt of the consent thereto of 100%
of the owners of the 1993 Indexed Inverse Floating/Fixed Rate Bonds, the
Supplement to the Official Statement is hereby approved in substantially the
form of Exhibit C as on file in the City Clerk's Office, and the Executive
Director of the Agency is hereby authorized and directed to execute and
deliver such Supplement to the Official Statement in the form of Exhibit C as
on file with the City Clerk's Office, with such changes, insertions and
omissions as said officer may approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
Section 7. The Executive Director and any other proper officer and
staff person of the Agency are hereby directed and authorized, jointly and
severally to do any and all things and to execute and deliver any and all
documents (including, but not limited to, a restated tax certificate of the
Agency) necessary or proper for carrying out the transactions contemplated
herein, in the Restated Indenture and in the Restated Swap Agreements.
Resolution No. 93-093
Page 3
Section 8. This Resolution shall take effect immediately upon its
adoption.
PASSED, ADOPTED AND APPROVED, by the City Council of the City of Poway,
California, at a regular meeting thereof this 6th day of July, 1993.
Don Higginson, MayQJ[]
ATTEST:
MarjoriI ~. Wahlsten, City Clerk
STATE OF'-(TALIFORNIA )
) SSo
COUNTY OF SAN DIEGO )
I, Marjorie K. Wahlsten, City Clerk of the City of Poway, California, do
hereby certify under penalty of perjury that the foregoing Resolution No. 93-093
was duly adopted by the City Council at a meeting of said City Council held on
the 6th day of July, 1993, and that it was so adopted by the following vote:
AYES: CAFAGNA, CALLERY, HIGGINSON
NOES: NONE
ABSTAIN: NONE
ABSENT: EMERY, SNESKO
Marjorie/ K~ Wahlsten, City Clerk
City of P~ay