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Res 95-112RESOLUTION NO. 95-112 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY APPROVING AN INSTALLMENT PURCHASE AGREEMENT AND AN INDENTURE OF TRUST, AUTHORIZING THE SALE, EXECUTION AND DELIVERY OF NOT MORE THAN $4,000,000 PRINCIPAL AMOUNT OF POWAY PUBLIC FINANCING AUTHORITY REVENUE BONDS, SBRIES 1995 AND APPROVING CERTAIN OTHER AGREEMENTS AND DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Poway Public Financing Authority (the 'Authority") has determined to issue, pursuant to an Indenture of Trust, by and between the Authority and the Bank of America National Trust and Savings Association, as Trustee (the "Trustee') (the "Indenture"), its Poway Public Financing Authority Revenue Bonds, Series 1995 (Water Services Capital Improvement Program) (the 'Bonds'), in the aggregate principal amount of not to exceed $4,000,000 for the purpose of financing the acquisition and construction of certain public improvements; and WHEREAS, the Authority, as a joint exercise of powers agency duly organized and existing under and by virtue of the laws of the State of California, has the authority to issue revenue bonds to provide public capital improvements, including, without limitation, water supply, storage and treatment facilities, and to acquire and to finance the acquisition of public capital improvements necessary or convenient for the operation of the City of Poway (the "City'); and WHEREAS, to accomplish the acquisition and construction of certain public improvements, the City and the Authority desire to enter into an Installment Purchase Agreement by and between the Authority and the City, (the 'Installment Purchase Agreement') pursuant to which the City will sell to the Authority (i) certain improvements to water facilities located in the City of Poway and (ii) certain additional water improvements to be financed through the issuance of Series 1995 Bonds (collectively, the 'Project") and the City will repurchase the Project from the Authority; and WHEREAS, the Authority desires to cause the sale and issuance of not more than $4,000,000 in principal amount of Bonds to be secured by the installment payments to be made by the City pursuant to the Installment Purchase Agreement (the "Bonds"); and WHEREAS, the City and the Authority desire to enter into the Indenture for the issuance of the Bonds; and WHEREAS, substantially all right, title and interest of the Authority under the Installment Purchase Agreement will be assigned to the Trustee pursuant to the Indenture; and WHEREAS, Grigsby Brandford & Co., Inc. (the "Underwriter") desires to purchase the Bonds and, in connection therewith, has presented for consideration a Bond Purchase Contract by and among the Authority, the City and the Underwriter (the "Purchase Contract"); and Resolution No. 95-112 Page 2 WHEREAS, there has been prepared a preliminary official statement with respect to the Bonds (the "Preliminary Official Statement"); and WHEREAS, copies of each of the aforementioned documents have been presented to and considered by this City Council; NOW, THEREFORE, the City Council of the City does hereby fred, determine, resolve and order as follows: SECTION 1. The foregoing recitals, and each of them, are true and correct. SECTION 2. The Installment Purchase Agreement is approved in substantially the form presented at this meeting. The Mayor and the Clerk of this City are hereby authorized and directed, for and in the name of the City, to execute and deliver the Installment Purchase Agreement with such changes, insertions and omissions as said officers may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. The Indenture is approved in substantially the form presented at this meeting. The Mayor and the Clerk of this City are hereby authorized and directed, for and in the name of the City, to execute and deliver said agreement with such changes, insertions and omissions as said officers may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. The Purchase Contract hereby is approved in substantially the form ' presented at this meeting. Upon receipt of a complete Purchase Contract from the Underwriter the Mayor of the City or the City Manager of the City is hereby authorized and directed, for and in the name of the City, to execute and deliver the Purchase Contract attached hereto with such changes, insertions and omissions as said officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided that the interest rates or yields to maturity are such that the net interest cost does not exceed 8.00 % and the underwriting fee payable to the Underwriter with respect to the Bonds does not exceed 3.00% of the principal amount of the Bonds, exclusive of original issue discount. SECTION 5. The preparation and distribution of the Preliminary Official Statement in substantially the form presented at this meeting, with such changes, insertions and omissions as may be approved by the Mayor or the City Manager, is hereby approved. The Mayor or the City Manager of the City is hereby authorized to sign a Continuing Disclosure Certificate or Agreement and a "deemed fmaF certificate, all pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, relating to the Preliminary and Final Official Statements. The Mayor or City Manager is further authorized and directed to approve, execute and deliver the final Official Statement with respect to the Bonds, which final Official Statement shall be in the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by the Mayor or the City Manager, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the initial purchase of the Bonds, and is directed to deliver copies of the final Official Statement to all actual initial purchasers of the Bonds, as applicable. PUBL:30879._I [ 1381 !~465.00009 2 10112/95 Resolution No. 95-112 Page 3 SECTION 6. The Bonds, in an aggregate principal amount not to exceed $4,000,000, are hereby authorized to be executed, sold and delivered in accordance with the terms and provisions of the Indenture and the Purchase Contract. SECTION 7. Bank of America National Trust and Savings Association is hereby appointed as Trustee under and pursuant to the Indenture with the powers and duties of said office as set forth in said agreement. The Trustee is hereby requested and directed to execute and deliver the Bonds to the Underwriter in accordance with written instructions to be executed on behalf of the Authority by the Executive Director. Stradling, Yocca, Carlson & Rauth, a Professional Corporation, is hereby engaged to act as Bond Counsel with respect to the Bonds pursuant to the terms of that certain Agreement re Bond Counsel Services, dated October 12, 1995 regarding the Bonds, the form of which is on file with the City Clerk, and the City Manager is hereby authorized to execute and deliver said Agreement. SECTION 8. The proceeds from the sale of the Bonds shall be deposited as provided in the Indenture to pay Project Costs and Costs of Issuance (as such terms are defined in the Indenture). SECTION 9. The Mayor, the City Manager, the Finance Director, the Clerk and any other proper officer of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents necessary or proper for carrying out the transactions contemplated by the Installment Purchase Agreement, the Trust Agreement, the Purchase Contract and this Resolution. SECTION 10. Any document the execution of which by the Mayor of this City is authorized by this Resolution shall, in the absence or inability to act of the Mayor, be executed by the City Manager of this City. SECTION 11. All actions previously taken by this City Council and by the officers and staff of the City with respect to the matters addressed by this Resolution hereby are approved, ratified and confirmed. All terms set forth in this Resolution are defined in the Installment Purchase Agreement. SECTION 12. This Resolution shall take effect from and after its date of adoption. ADOPTED, SIGNED AND APPROVED this 17 day of October ,1995. ATTEST: Marjorle I~. Wahlsten, Clerk Citiy o~vay City Don Higginso~_~or City of Poway - PUBL:30879_I ] 138 ] B2468.00009 3 10/16/95 Resolution No. 95-112 Page 4 STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) I, Marjorie K. Wahl sten , Clerk of the City of Poway, do hereby certify that the foregoing resolution was duly adoptext by the City Council of said City at a regular meeting held on the 17th day of October, 1995, and that it was so adopted by the following vote: AYES: CAFAGNA, CALLERY, EMERY, REXFORD, HIGGINSON NOES: NONE ABSENT: NONE ABSTAIN: NONE Marjorie. K./Wahlsten, City Clerk City of Po~y STATE OF CALIFORNIA ) ) COUNTY OF SAN DIEGO ) SS. I, Marjorie K. Wahlsten , Clerk of the City of Poway, do hereby certify that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 95-112 of said City Council, and that the same has not been amended or repealed. DATED: October 17~ 1995 , 1995 Marjori¢ I~ Wahlsten, City Clerk City of P-03~ay PUBL:30879_I 113al B2468.00009 4 10/16/95