Res 95-052I~SOLUTION NO. 95-052
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
POWAY AUTHORIZING THE PREPARATION, SALE AND
DELIVERY OF NOT TO EXCEED $32,000,000 PRINCIPAL
AMOUNT OF 1995 REFUNDING CERTIFICATES OF
PARTICIPATION (CITY OF POWAY CAPITAL
IMPROVEMENT PROJECTS-POWAY ROYAL MOBILF. HOME
PARK) AND APPROVING CERTAIN DOCUMENTS AND
AUTHORIZING CERTAIN ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the Poway Redevelopment Agency is a political subdivision of the State
organized and existing under the laws of the State of California (the 'Agency') with the authority
to assist in the financing of capital facilities on behalf of the City of Poway, a municipal
corporation (the "City'); and
WHEREAS, the Agency has assisted the City in financing various capital facilities
through the execution and delivery of the $28,300,000 1991 Certificates of Participation (Capital
Improvement Project-Poway Royal Mobilehome Park); and
WHEREAS, the City now desires to advance refund the 1991 Certificates, which
Certificates were executed and delivered to finance the acquisition and construction of certain
public facilities (the 'Prior Certificates') through the execution and delivery of the Certificates
(as defined below) and the entering into by the City of that certain Escrow Agreement, to be
dated as of the first day of the month in which the Purchase Agreement (as defined herein) is
executed, by and among the Agency, the City and Bank of America National Trust and Savings
Association (the "Escrow Agent'), the form of which has been presented to this City Council at
the meeting at which this Resolution has been adopted (the 'Escrow Agreement').
WHEREAS, in order to accomplish the refunding of the Prior Certificates, the City and
the Agency further desire to enter into that certain Site Lease, by and between the City and the
Agency (the 'Site Lease'), and that certain Lease Agreement, by and between the City and the
Agency (the "Lease Agreement'), each to be dated as of the first day of the month in which the
Purchase Agreement is executed, the forms of which have been presented to this City Council at
the meeting at which this Resolution has been adopted, pursuant to which Site Lease the Agency
will agree to lease certain real property and improvements from the City and pursuant to which
Lease Agreement the City will agree to lease back such real property and improvements from the
Agency and to pay certain lease payments in connection therewith which will be pledged by the
Agency to the owners of the 1995 Refunding Certificates of Participation (City of Poway Capital
Improvement Project-Poway Royal Mobilehome Park) (the 'Certificates') to be executed and
delivered pursuant to a Trust Agreement, to be dated as of the first day of the month in which
the Purchase Agreement is executed, by and among Bank of America National Trust and Savings
Association, 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
Resolution No. 95-052
Page 2
WHEREAS, the Agency and the City have determined that it would be in the best
interests of the Agency, the City and the residents of the City to authorize the preparation, sale
and delivery of the Certificates in an aggregate principal amount not to exceed $32,000,000,
which Certificates evidence proportionate interests in certain rights under the Lease Agreement,
including the right to receive certain lease payments to be made by the City thereunder; and
WHEREAS, the City Council desires to consent to the assignment of certain of the
Agency's rights, title and interest in and to the Site Lease and the Lease Agreement, including
the right to receive such lease payments from the City, to the Trustee pursuant to an Assignment
Agreement, between the Agency and the Trustee, to be dated as of the first day of the month in
which the Purchase Agreement is executed (the "Assignment 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 City Council desires to approve the form of a Purchase Agreement (the
"Purchase Agreement"), by and between the City and PaineWebber Incorporated (the
"purchaser"), pursuant to which the Purchaser will agree to buy the Certificates on the terms and
conditions set forth therein, the form of which has been presented to this City Council at the
meeting at which this Resolution has been adopted and to approve the form of Special Counsel
Agreement by and between the City and Stradling, Yocca, Carlson & Rauth, a Professional
Corporation presented to this City Council at such meeting (the "Special Counsel Agreement");
and
WHEREAS, the City Council desires to approve the form of a Preliminary Official
Statement relating to the Certificates (the 'Preliminary Official Statement') to be distributed to
potential investors, for the purposes of facilitating the sale of the Certificates at the lowest
feasible interest rate, the form of which has been presented to this City Council at the meeting at
which this Resolution has been adopted;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway that:
Section 1. Each of the foregoing recitals is true and correct.
Section 2. This City Council hereby consents to the preparation, sale and delivery of
the Certificates in an aggregate amount of not to exceed $32,000,000 in accordance with the
terms and provisions of the Trust Agreement, with the exact principal amount to be that
determined necessary by the City Manager to advance refund and defease the Prior Certificates.
The purposes for which the proceeds of the Certificates shall be expended are to advance refund
and defease the Prior Certificates and to provide for a reserve fund, if any, and the costs of the
preparation, sale and delivery of the Certificates.
Section 3. Bank of America National Trust and Savings Association is hereby
appointed as Trustee on behalf of the owners of the Certificates, with the duties and powers of
such Trustee as set forth in the Trust Agreement, and as the Escrow Agent with the duties and
powers of the Escrow Agent as set forth in the Escrow Agreement.
Section 4. The forms of the Escrow Agreement, the Site Lease, the Lease
Agreement, the Trust Agreement and the Assignment Agreement presented at this meeting are
hereby approved. Each of the Mayor of the City of Poway, the City Manager or his designee
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Resolution No, 95-052
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(the "City Manager")and the City Clerk is hereby authorized for and in the name of the City to
execute the Escrow Agreement, the Site Lease, the Lease Agreement and the Trust Agreement in
substantially the forms hereby approved, with such additions thereto and changes therein as are
recommended or approved by Stradling, Yocca, Carlson & Rauth, as Special Counsel to the City
("Special Counsel"), or City Manager and the officers executing the same, including all changes
necessary to reflect the purchase of bond insurance as described in Section 5 below. Approval of
such changes and the designation of the Site shall be conclusively evidenced by the execution and
delivery of the foregoing documents by such officers. The Mayor of the City, the City Manager
and the City Clerk are hereby authorized to execute, acknowledge and deliver any and all
documents required to consummate the transactions contemplated by the Site Lease, the Lease
Agreement and the Trust Agreement, including, but not limited to, any termination agreements
with respect to the financing documents heretofore entered into in connection with the Prior
Certificates which the City Manager determines are required to be executed in order to
accomplish the defeasance of the Prior Certificates.
Section 5. The form of the Purchase Agreement presented at this meeting and the sale
of the Certificates pursuant thereto are hereby approved, and each of the Mayor of the City and
the City Manager is hereby authorized to evidence the City's acceptance of the terms and
provisions of the Purchase Agreement by executing and delivering the Purchase Agreement in the
form presented to the City at this meeting, with such additions thereto and changes therein as are
recommended or approved by Special Counsel and the officers executing the same. Approval of
such additions and changes shall be conclusively evidenced by the execution and delivery of the
Purchase Agreement; provided, however, that the Purchase Agreement shall be signed only if the
aggregate principal amount of the Certificates does not exceed $32,000,000, the present value of
the debt service payments due with respect to the Certificates is less than the present value of the
debt service due with respect to the Prior Certificates (as set forth in writing by the City's
Financial Advisor) and the Purchaser's discount (exclusive of original issue discount and any
bond insurance premium) with respect to the Certificates does not exceed 1.5% of the aggregate
principal amount of the Certificates. The City Manager is authorized to detemline the day on
which the Certificates are to be priced in order to produce the lowest financing cost for the
Certificates, which detemdnation shall be conclusively evidenced by the execution and delivery of
the Purchase Agreement by one of the aforesaid officers, provided, however, that the net interest
cost thereof shall not exceed 6.5%. The City Manager, or his designee, is authorized to reject
any terms presented by the Purchaser if determined not to be in the best interest of the City and
is further authorized to evaluate whether the purchase of municipal bond insurance for the
Certificates will result in a net savings to the City and if so to purchase such municipal bond
insurance.
Section 6. The form of the Certificates as set forth in the Trust Agreement (as the
Trust Agreement may be modified pursuant to Section 4 hereof) is hereby approved.
Section 7. The form of the Preliminary Official Statement presented at this meeting is
hereby approved, and the Preliminary Official Statement may be distributed to prospective
purchasers in the form so approved, together with such additions thereto and changes therein as
are determined necessary by the City Manager, or his designee, to make such Preliminary
Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and
Exchange Commission. Each of the Mayor of the City and the City Manager is hereby
authorized to execute a final Official Statement in the form of the Preliminary Official Statement,
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Resolution No. 95-052
Page 4
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 Purchaser is further
authorized to distribute the final Official Statement for the Certificates to the purchasers thereof
upon its execution by an officer of the City as described above. The City Manager and his
written designees are hereby authorized and directed to take whatever steps are necessary to
comply with the requirements of Rule 15c(2)-12 applicable to the Certificates following their
execution and delivery.
Section 8. The form of Special Counsel Agreement presented at this meeting is
hereby approved and the City Manager is authorized to execute such Agreement and deliver such
to Special Counsel.
Section 9. The Mayor of the City, the City Manager, or his written designee, and the
City Clerk are hereby authorized, jointly and severally, to do any and all things and to execute
and deliver any and all documents which they may deem necessary and advisable in order to
consummate the sale and delivery of the Certificates and otherwise effectuate the purposes of this
Resolution, including the advance refunding and defeasance of the Prior Certificates, and such
actions previously taken by such officers are hereby ratified and confirmed. In the event the
Mayor of the City is unavailable or unable to execute and deliver any of the above-referenced
documents, any other member of the City Council may validly execute and deliver such
document, and, in the event the City Clerk is unavailable or unable to execute and deliver any of
the above-referenced documents, any deputy clerk may validly execute and deliver such
document in her place.
Section 10. This Resolution shall take effect from and after its date of adoption.
ADOPTED, SIGNED AND APPROVED this 20 day of June , 1995.
Mayor of the City
ATTEST:
City Clerk\~
City of EoW~ ay, California
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Resolution No. 95-052
Page 5
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
I, Marjorie K. Wahlsten, City Clerk of the City of Poway, do hereby
certify under penalty of perjury that the foregoing Resolution No.
95-052 was duly adopted by the City Council at a meeting of said City Council
held on the 20 day of June, 1995, and that it was so adopted by the following
vote:
AYES:
CAFAGNA, CALLERY, REXFORD, HIGGINSON
NOES: NONE
ABSTAIN: NONE
ABSENT: EMERY
Marjorie~K. Wahlsten, City Clerk
City oF P~way