Res 95-113RESOLUTION NO. 95-113
RESOLUTION OF THE CITY COUNCIL OF CITY OF POWAY PROVIDING FOR
THE ISSUANCE OF 1995 GENERAL OBLIGATION REFUNDING BONDS OF SAID
CITY (POWAY MUNICIPAL WATER DISTRICT IMPROVEMENT AREA) IN THE
APPROXIMATE AMOUNT OF $6,300,000
WHEREAS, pursuant to the Municipal Water District Law of 1911, as amended, and pursuant to
an order of the Board of Supervisors of the County of San Diego, the Poway Municipal Water District
was formed for the purpose of the acquisition, construction, completion, repair and improvement of
facilities useful and necessary for the acquisition, storage, distribution and of water, for the lands and
inhabitants within the exterior boundaries of the Poway Municipal Water District and including expenses
of all proceedings for the authorization, issuance and sale of bonds, and bonds in the amount of
$6,300,000 were authorized for said purpose; and
WHEREAS, the Board of Directors of the Poway Municipal Water District was authorized and
empowered to provide for the form of bonds and for the issuance of any part thereof for the purpose
provided for in the aforesaid resolution, payable, as to principal and interest, from taxes levied
exclusively upon the taxable property within said Poway Municipal Water District except to the extem
that such principal and interest may be paid from water revenues as permitted or required by law; and
WHEREAS, the Poway Municipal Water District has issued $6,300,000 of said authorized bonds
designated "1975 Water Bonds" (the N 1975 Water Bonds"); and
WHEREAS, effective February 1, 1981, the Poway Municipal Water District was dissolved and
the City of Poway (the "CityN) succeeded to all rights, duties and obligations of the extinguished water
district with respect to enforcement, performance or payment of any outstanding voter-approved bonds,
and implied or expressed contracts and obligations of Poway Municipal Water District pursuant to that
certain "Poway Reorganization" certified by the Local Agency Formation Commission on November 25,
1980 (the "Reorganization Document").
WHEREAS, this City Council (the "Council") finds and determines that prudent management of
the fiscal affairs of the City requires that it issue refunding bonds to refund the outstanding 1975 Water
Bonds; and
WHEREAS, pursuant to Articles 9 and 11 (commencing at Sections 53550 and 53580,
respectively) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of
California (the "Refunding Law") the City has the authority to issue refunding bonds without an election
and at private sale; and
WHEREAS, it is proper and the necessity therefor appears that refunding bonds in the approximate
amount of $6,300,000 be issued for the purpose hereinabove stated, and in the form and manner
hereinafter provided; and
WHEREAS, pursuant to Section 53552 of the Government Code of the State of California the
principal amount of refunding bonds may be more than the principal amount of the bonds to be refunded
and therefore the City is authorized to issue a principal amount of bonds in excess of the 1975 Water
Bonds to be refunded; and
RESOLUTION NO.
Resolution No. 95-113
Page 2
WHEREAS, Grigsby Brandford & Co., Inc. (the "Underwriter") has offered to purchase the
refunding bonds on the terms and conditions set forth in the Contract of Purchase by and between the
City and Underwriter, a copy of which is appended hereto (the "Bond Purchase Agreement");
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF POWAY DOES HEREBY
RESOLVE, DETERMINE AND ORDER as follows:
SECTION 1. Definitions. Unless the context otherwise requires, the terms defined in this section
shall for all purposes hereof and of any amendment hereof or supplement hereto and of any report or
other document mentioned herein or therein have the meanings defined herein, the following definitions
to be equally applicable to both the singular and plural forms of any of the terms defined herein.
Authorized Officer of the Ci _ty. The term "Authorized Officer of the City" means the City
Manager of the City or another official designated by the City Council of the City to act on behalf of the
City under or with respect to this Resolution and ali other agreements related hereto.
Bond Counsel. The term "Bond Counsel" means an attorney at law or a firm of attorneys selected
by the City of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on
bonds issued by states and their political subdivisions duly admitted to the practice of law before the
highest court of any state of the United States of America or the District of Columbia.
Bond Y~r. The term "Bond Year" means the period beginning on the Delivery Date and ending
on any date during the one-year period beginning on the Delivery Date, selected by the City in the Tax
Certificate, and each successive twelve month (or shorter) period thereafter until there are no longer any
bonds outstanding.
Bonds. The term "bonds" means the 1995 General Obligation Refunding Bonds of City of Poway
(Poway Municipal Water District Improvement Area issued pursuant to this Resolution.
Business Day. The term "Business Day" means a day which is not a Saturday or Sunday or a day
on which banking institutions are authorized or required by law to be closed in the State of New York or
the State of California for commercial banking purposes.
Cod~. The term "Code" means the Internal Revenue Code of 1986, as amended, and any
regulations, rulings, judicial decisions, notices, announcements, and other releases of the United States
Department of the Treasury or Internal Revenue Service interpreting and construing it.
Costs of Issuance. The term "Costs of Issuance" means all items of expense directly or indirectly
payable by or reimbursable to the City and related to the authorization, execution and delivery of the
bonds and the establishment of a fund to provide for the refunding of the 1975 Water Bonds including,
but not limited to, municipal bond insurance, costs of preparation and reproduction of documents, costs
of rating agencies and costs to provide information required by rating agencies, filing fees, initial fees
and charges of the Paying Agent and the Escrow Bank, fees and charges of the City, legal fees and
charges, fees and expenses of consultants and professionals, fees and expenses of the financial advisor,
fees and charges for preparation, execution and safekeeping of the bonds and may other charge, cost or
fee in connection with the original sale, execution and delivery of the bonds.
in, Bt.:31521._21138 J B2468.00012 2 10116195
RESOLUTION NO.
Resolution No. 95-113
Page 3
County_. The term "County" means the County of San Diego, State of California.
Defeasance Securities. The term "Defeasance Securities" means and includes, if and to the extent
the same are pe~Ji-fitted by law, only such securities as are described in clauses (i), (ii) and (iii) below
which shall not be subject to redemption prior to their maturity other than at the option of the holder
thereof, or as to which an irrevocable notice of redemption of such securities on a specified redemption
date has been given and such securities are not otherwise subject to redemption prior to such specified
date other than at the option of the holder thereof, as follows:
(i) any bonds or other obligations which as to principal and interest constitute direct
obligations of, or are unconditionally guaranteed by, the United States of America, including
obligations of any of the federal agencies to the extent unconditionally guaranteed by the United
States of America, including obligations issued pursuant to paragraph 21(B)(d)(3) of the Federal
Home Loan Bank Act, as amended by paragraph 511(a) of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, or any successor provisions to paragraph 21(B) of the
Federal Home Loan Bank, as so amended;
(ii) any bonds or other obligations of any state of the United States of America or of any
agency, instrumentality or local governmental unit of any such state which are secured as to
principal and interest and redemption premium, if any, by a fund consisting only of cash or bonds
or other obligations of the character described in clause (i) hereof, which fund may be applied only
to the payment of such principal of and interest and redemption premium, if any, on such bonds or
other obligations on the maturity date or dates thereof or the redemption date or dates specified in
the irrevocable instructions referred to in the introductory clause of this definition, as appropriate,
and (c) as to which the principal of and interest on the bonds and obligations of the character
described in clause (i) hereof which have been deposited in such fund along with any cash on
deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any,
on the bonds or other obligations described in this clause (ii) on the maturity date or dates thereof
or on the redemption date or dates specified in the aforesaid irrevocable instructions, as
appropriate; and
(iii) certificates that evidence ownership of the right to payments of principal or interest
on obligations described in clause (i), provided that such obligations shall be held in trust by a bank
or trust company or a national banking association.
Delivery_ Date. The term "Delivery Date" means, with respect to the bonds, the date on which
such bonds were initially issued and delivered to the purchaser thereof.
Escrow Bank. The term "Escrow Bank" means Bank of America National Trust and Savings
Association
Information Services. The term "Information Services" means Financial Information, Inc.'s "Daily
Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention:
Editor; Kenny Information Services, "Called Bond Service," 65 Broadway, 16th Floor, New York, New
York 10006; Moody's Investors Service "Municipal and Government," 5250 77 Center Drive, Suite 150,
Pt~BL:31521_21138 ] B2468.00012 3 10/16/95
RESOLUTION NO.
Resolution No. 95-113
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Charlotte, North Carolina 28217, Attention: Municipal News Reports; Standard and Poor's Rating Group
"Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with
then current guidelines of the Securities and Exchange Commission, such other addresses and/or such
other services providing information with respect to called bonds as the City may designate.
Insurer or Bond Insurer. The term "Insurer" or "Bond Insurer" means AMBAC Indemnity
Corporation, a bond insurance company.
Interest Payment Date. The term "Interest Payment Date" means March 1 and September 1 of
each year commencing March 1, 1996.
Q~tstanding. The term Houtstanding" when used as of any particular time with reference to the
bonds means all bonds theretofore issued by the City except:
(1) Bonds theretofore cancelled by the Paying Agent or surrendered to the Paying Agent
for cancellation;
(2) Bonds for the payment or redemption of which moneys or securities in the necessary
amount (as provided in Section 19 hereof) shall have been theretofore deposited in trust (whether
upon or prior to the maturity or the redemption date of such bonds, provided that, if such bonds
are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given
as provided in this Resolution; and
(3) Bonds in lieu of, or in substitution for which, other bonds shall have been issued by
the City.
Owner. Except as otherwise provided in Section 22 hereof the term "owner" or "bondowner" or
"owner of bonds' or any similar term, when used with respect to the bonds, means any person who shall
be the registered owner of any outstanding bond.
Payinz Agent. The term "Paying Agent" means the entity or entities from time to time appointed
as Paying Agent for the bonds pursuant to Section 16 hereof.
Policy or Munieinal Bond Insurance Policy. The term "Policy" or "Municipal Bond Insurance
Policy" means the municipal bond insurance policy issued by the Insurer insuring the payment of
principal of and interest on the bonds as provided therein.
Rebate Re~,ulations. The term "Rebate Regulations" means the Regulations issued under Section
148(0 of the Code.
Record Date. The term 'Record Date" means, with respect to any Interest Payment Date for the
bonds, the fifteenth (15th) day of the calendar month preceding such Interest Payment Date, whether or
not such Record Date is a Business Day.
Resolution. The term "Resolution" means this resolution authorizing the issuance of the bonds and
any amendments hereof.
PUBL:31521_2[ 138[ B2468.00012 4 11/03/95
RESOLUTION NO.
Resolution No. 95-113
Page 5
Reauest of the Ci _ty. The term "Request of the City" means a certificate of the City executed by an
Authorized Officer of the City.
$?¢~lrities Depositories. The term "Securities Depositories" means: The Depository Trust
Company, 711 Stewart Avenue, Garden City, New York 11530, FAX-516-227-4039 or 4190; Midwest
Securities Trust Company, Capital Structures Call Notification, 440 South LaSalle Street, Chicago,
Illinois 60605, FAX-312-663-2343; Philadelphia Depository Trust Company, Reorganization Division,
1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department,
FAX-215-496-5058; and, in accordance with then current guidelines of the Securities and Exchange
Commission, such other addresses as such depositories may specify and/or such other securities
depositories as the City may designate.
Tax Certificate. The te,m "Tax Certificate" means that certain Tax Certificate executed on the
Delivery Date by the City with respect to the bonds.
Treasurer. The term "Treasurer" means the Treasurer of the City.
SECTION 2. A~h0rity for the Issuance of the Bonds. This City Council hereby authorizes the
issuance of approximately $6,300,000 of 1995 general obligation refunding bonds of City of Poway
(Poway Municipal Water District Improvement Area) for the purpose of refunding the outstanding 1975
Water Bonds. The precise amount of such bonds shall be the amount specified in the Bond Purchase
Agreement. Said refunding bonds are issued pursuant to the Municipal Water District Law of 1911 and
the Refunding Law. This City Council finds and determines that the total net interest cost to maturity on
the refunding bonds plus the principal amount of the refunding bonds does not exceed the total net
interest cost to maturity on the outstanding 1975 Water Bonds plus the principal amount of the
outstanding 1975 Water Bonds to be refunded. Based on said finding this Council determines that as
provided in Section 53552 of the Government Code, the refunding bonds may be issued without
submitting the question of the issuance of the refunding bonds to a vote of the qualified electors within
the improvement area created by the City within the former boundaries of the Poway Municipal Water
District pursuant to the Reorganization Document (the "Improvement Area").
SECTION 3. Designation. Maturity. Schedule and Interest Provisions. Said refunding bonds shall
be designated "1995 General Obligation Refunding Bonds of City of Poway (Poway Municipal Water
District Improvement Area)." The bonds shall be dated as set forth in the Bond Purchase Agreement.
The bonds shall be issued in the form of fully registered bonds in the denomination of $5,000 each or
any whole multiple thereof and shall mature on March 1 in the amounts for each of the years and bear
interest at the respective rates set forth in the Bond Purchase Agreement.
The bonds shall be initially registered in the name of "Cede & Co.", as nominee of The
Depository Trust Company, New York, New York, and shall be evidenced by one bond for each of the
maturities in the principal amounts set forth above, and The Depository Trust Company, New York,
New York, is hereby appointed depository for the bonds, and registered ownership may not thereafter be
transferred except as set forth in Section 9. The interest and principal and prepayment premiums, if any,
evidenced and represented by the bonds shall be payable in lawful money of the United States of
America.
~nJ~[:31521.=21138[B2468.00012 5 11/06/95
RESOLUTION NO.
Resolution No. 95-113
Page 6
The bonds shall bear interest from their date payable on each Interest Payment Date. Each bond
shall bear interest until its principal sum has been paid; provided, however, that if funds have been
deposited with the Paying Agent for the payment of the principal amount of such bonds in full
accordance with the terms of this Resolution, such bond shall then cease to bear interest.
Interest on bonds shall be paid by the Paying Agent by check mailed on the Interest Payment
Date to the registered owner as his/her name and address appear on the register kept by the Paying
Agent at the close of business on the Record Date. Each bond shall bear interest from the Interest
Payment Date next preceding the date of authentication (unless (i) the date of authentication is on or
prior to the first Record Date, in which event from their date, (ii) the date of authentication is after a
Record Date and before the following Interest Payment Date, and if the City shall not default in the
payment of interest due on such Interest Payment Date, in which event it shall bear interest from such
Interest Payment Date or (iii) it is authenticated as of an Interest Payment Date, in which event it shall
bear interest from such date) or provided for in accordance with this Resolution.
SECTION 4. Place of Payment. The bonds and any premiums upon the redemption thereof
prior to maturity shall be payable in lawful money of the United States of America and shall be payable
at the principal corporate trust office of the Paying Agent.
SECTION 5. Form of Bond. Temoorary Bonds. The bonds shall be substantially in the form
annexed hereto as Exhibit "A". Such form is hereby approved and adopted as the form of the bonds and
of the registration and assignment provisions pertaining to them, with necessary or appropriate
variations, omissions, and insertions, as permitted or required by this Resolution.
SECTION 6. Exe~tltion and Authentication of the Bonds. The bonds shall be signed on behalf
of the City by its Mayor and by its Treasurer by manual or facsimile signatures and countersigned by its
Secretary by manual or facsimile signature, and the seal of the City shall be impressed, imprinted or
reproduced thereon. The foregoing officers are hereby authorized and directed to sign the bonds in
accordance with this Section. If any City member or officer whose facsimile signature appears on the
bonds ceases to be a member or officer before delivery of the bonds, his/her signature is as effective as
if he or she had remained in office.
The Paying Agent shall authenticate the bonds on registration and/or exchange to effectuate the
registration and exchange provisions set forth in Sections 5 and 7 hereof, and only those bonds that have
endorsed on them a certificate of authentication, substantially in the form set forth in the form of bond,
duly executed by the Paying Agent, shall be entitled to any rights, benefits or security under this
Resolution. No bonds shall be valid or obligatory for any purpose unless and until the certificate of
authentication has been duly executed by the Paying Agent. The certificate of the Paying Agent upon
any bond shall be conclusive and the only evidence required that the bond has been duly authenticated
and delivered under this Resolution. The Paying Agent's certificate of authentication on any bond shall
be deemed to have been duly executed if signed by an authorized officer of the Paying Agent, but it shall
not be necessary that the same officer sign the certificate of authentication on all of the bonds that may
be issued hereunder.
SECTION 7. Transfer and Exohange of the Bonds. Except as provided in Section 9 hereof, any
bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to
the provisions of Section 8, by the person in whose name it is registered, in person or by his duly
PUI~L:31521_21138] B2468.00012 6 10/16/95
Resolution No. 95-113
RESOLUTION NO. __ Page 7
authorized attorney, upon surrender of such bond for cancellation, accompanied by delivery of a written
instrument of transfer in a form approved by the Paying Agent, duly executed.
Whenever any bond or bonds shall be surrendered for transfer, the Paying Agent shall
authenticate and deliver a new bond or bonds of the same series and maturity, for the like aggregate
principal mount of bond or bonds surrendered.
The bonds may be exchanged at the principal corporate trust office of the Paying Agent for a like
aggregate principal amount of bonds of other authorized denominations of the same series and maturity.
Except as provided in Section 9 hereof, the person, firm or corporation requesting the transfer or
exchange shall pay any costs or charges in connection with the transfer or exchange as are established by
the Paying Agent, in addition to paying any tax or governmental charge that may be imposed in
connection with the transfer or exchange.
SECTION 8. Registration Book. The Paying Agent will keep at its principal corporate trust
office, or at such other place in California as the City may approve, sufficient books for the registration
and transfer of the bonds. The books shall at all times be open to inspection by the City; and, upon
presentation for such purpose, the Paying Agent shall under such reasonable regulations as it may
prescribe, register or transfer, or cause to be registered or transferred, on the register, the bonds as
hereinbefore provided.
SECTION 9. Use of Depository. (a) The bonds shall be initially registered as provided in
Section 3. Registered ownership of the bonds, or any portion thereof, may not thereafter be transferred
except:
(i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its
nominee, or to any substitute depository designated pursuant to clause (ii) of this section (a "substitute
depository"); provided, that any successor of Cede & Co., as nominee of The Depository Trust
Company or a substitute depository, shall be qualified under any applicable laws to provide the services
proposed to be provided by it;
(ii) To any substitute depository upon (1) the resignation of The Depository Trust Company
or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a
determination by the City to substitute another depository for The Depository Trust Company (or its
successor) because The Depository Trust Company or its successor (or any substitute depository or its
successor) is no longer able to carry out its functions as depository; provided, that any such substitute
depository shall be qualified under any applicable laws to provide the services proposed to be provided
by it; or
(iii) To any person as provided below, upon (1) the resignation of The Depository Trust
Company or its successor (or substitute depository or its successor) from its functions as depository, or
(2) a determination by the City to remove The Depository Trust Company or its successor (or any
substitute depository or its successor) from its functions as depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof,
upon receipt of the outstanding bonds by the Paying Agent, together with a Request of the City to the
Paying Agent, a new bond for each maturity shall be executed and delivered in the aggregate principal
PUBL:31521_2 [ 138 [ B2468.00012 7 10/16/95
RESOLUTION NO.
Resolution No. 95-113
Page 8
amount of the bonds then outstanding, registered in the name of such successor or such substitute
depository, or their nominees, as the case may be, all as specified in such Request of the City.
(c) In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of
the outstanding bonds by the Paying Agent, together with a Request of the City to the Paying Agent,
new bonds shall be executed and delivered in such denominations numbered in the manner detet¥~iined by
the Paying Agent and registered in the names of such persons as are requested in such a Request of the
City; provided, the Paying Agent shall not be required to deliver such new bonds within a period less
than sixty (60) days from the date of receipt of such a Request of the City. After any transfer pursuant
to this subsection, the bonds shall be transferred pursuant to Section 7.
(d) The City and the Paying Agent shall be entitled to treat the person in whose name any
bond is registered as the owner thereof for all purposes of the Resolution and any applicable laws,
notwithstanding any notice to the contrary received by the Paying Agent or the City; and the City and
the Paying Agent shall have no responsibility for transmitting payments to, communication with,
notifying, or otherwise dealing with any beneficial owners of the bonds, and neither the City nor the
Paying Agent will have any responsibility or obligations, legal or otherwise, to the beneficial owners or
to any other party, including The Depository Trust Company or its successor (or substitute depository or
its successor), except for the owner of any bonds.
(e) So long as the outstanding bonds are registered in the name of Cede & Co. or its
registered assigns, the City and the Paying Agent shall cooperate with Cede & Co., as sole registered
owner, or its registered assigns in effecting payment of the principal of and interest on the bonds by
arranging for payment in such manner that funds for such payments are properly identified and are made
immediately available on the date they are due.
SECTION 10. Redemntion Provisions. The bonds maturing on or before March 1, 2005, are
not subject to call and redemption prior to maturity. The bonds maturing on or after March 1, 2006,
may be called before maturity and redeemed at the option of the City, in whole or in part from any
source of funds, on March 1, 2005 or on any date thereafter, prior to maturity, in the order of maturity
directed by the City and by lot within a maturity, in integral multiples of five thousand dollars ($5,000).
The date on which bonds are to be presented for redemption is sometimes referred to as the "redemption
date". Bonds called for redemption shall be redeemed at a redemption price for each redeemed bond
equal to its principal amount, plus accrued interest to the redemption date, plus a premium (expressed as
a percentage of the principal amount of the bonds) as set forth below.
Redemption Period
Redemption Premium
March 1, 2005 through February 28, 2006
March 1, 2006 through February 28, 2007
March 1, 2007 and thereafter
1.0%
0.5%
0.0%
Notwithstanding the foregoing, if different redemption provisions are set forth in the Bond Purchase
Agreement, those provisions shall control over the provisions set forth above.
The City may by resolution direct the call and redemption prior to maturity of bonds by the
Paying Agent in such amounts as there are funds available for use in redemption and shall give notice to
the Paying Agent of the redemption at least sixty (60) days prior to the redemption date.
PUBL:31521_21138] B2468.00012 8 10/16/95
RESOLUTION NO.
Resolution No. 95-113
Page 9
Notice of redemption prior to maturity (except as provided below) shall be given by first class
mailing, postage prepaid not less than thirty (30) nor more than sixty (60) days prior to the redemption
date, (i) to the registered owner of each such bond at the address shown on the registration books of the
Paying Agent, (ii) to the Information Services, and (iii) to the Securities Depositories by registered or
certified or overnight mail. Neither the failure to mail the notice nor any defect in any notice mailed
shall affect the sufficiency of the proceedings for the redemption of any bonds. Each notice of
redemption shall state the date of notice, the redemption date, the place or places of redemption and the
redemption price, shall designate the maturities, CUSIP numbers, and, if less than all of any such
maturity is to be prepaid, the serial numbers of the bonds of such maturity to be prepaid by giving the
individual number of each bond or by stating that all bonds between two stated numbers, both inclusive,
have been called for redemption and, in the case of bonds to be prepaid in part only, the respective
portions of the principal amount thereof to be prepaid. Each such notice shall also state that on said date
there will become due and payable on each of said bonds the redemption price thereof or of said
specified portion of the principal represented thereby in the case of a bond to be prepaid in part only,
together with interest accrued with respect thereto to the redemption date, and that (provided that moneys
for redemption have been deposited with the Paying Agent from and after such redemption date interest
with respect thereto shall cease to accrue, and shall require that such bond be then surrendered to the
Paying Agent. Any defect in the notice or the mailing will not affect the validity of the redemption of
any bond.
A certificate filed with the City by the Paying Agent that notice of redemption has been given in
accordance with this Resolution shall be conclusive as against all parties, and no bondowner whose bond
is called for redemption may object to the redemption or the cessation of interest on the redemption date
by claiming or showing that he failed to receive actual notice of call and redemption.
Prior to the mailing of notice as required above, the Paying Agent shall establish, maintain and
hold in trust a separate fund which is hereby created for the purpose of this Resolution designated
"Redemption Fund for 1995 General Obligation Refunding Bonds of City of Poway" (the "Redemption
Fund") and there shall be set aside in the Redemption Fund, or in an escrow fund as provided in
Section 18 hereof, money or Defeasance Securities for the purpose of and sufficient to redeem, at the
premiums, if any, payable as provided in this Resolution, the bonds designated in the notice of
redemption. The money must be set aside in the Redemption Fund solely for that purpose and shall be
applied on or after the redemption date to the payment (principal, interest and premium, if any) of the
bonds to be redeemed upon presentation and surrender of the bonds.
Upon surrender of any bond redeemed in part only, the City shall execute and the Paying Agent
shall authenticate and deliver to the registered owner, at the expense of the City, a new bond or bonds of
authorized denominations equal in aggregate principal amount to the unredeemed portion of the bond
surrendered and of the same interest rate and same maturity.
Notice of redemption having been duly given as provided above, and moneys for payment of the
principal of, premium, if any, and interest payable upon redemption of the bonds being set aside as
provided above, the bonds, or parts thereof, called for redemption shall, on the redemption date, become
due and payable at the redemption price specified in the notice. Interest on the bonds, or parts thereof,
as the case may be, called for redemption shall cease to accrue. The bonds, or parts thereof redeemed,
PUBL:31521_21138] B2468.00012 9 10/16/95
RESOLUTION NO.
Resolution No. 95-113
Page 10
shall cease to be entitled to any lien, benefit or security under this Resolution, and the owners of the
bonds shall have no rights except to receive payment of the redemption price, and, in the case of partial
redemption of bonds, also to receive a new bond or bonds for the unredeemed balance as provided
above.
In lieu of redemption or otherwise, the Paying Agent, at the direction of and on behalf of the
City, is hereby authorized to purchase bonds on the open market at any time at a price not to exceed the
principal amount of the bonds plus the applicable premium and accrued interest, if any, to the date of
purchase plus brokerage fees, if any.
SECTION 11. Bon~l~ Mutilated. Lost. Destroyed or Stolen. If any bond shall become mutilated,
the Paying Agent shall authenticate and deliver a new bond of like tenor, maturity and principal amount
in exchange and substitution for the bond so mutilated, but only upon surrender to the Paying Agent of
the bond so mutilated.
Every mutilated bond so surrendered to the Paying Agent shall be cancelled by it. If any bond
shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the
Paying Agent, and, if such evidence is satisfactory to the Paying Agent and indemnity satisfactory to the
Paying Agent shall be given indemnifying the Paying Agent and the City, the Paying Agent, at the
expense of the bondowner, shall authenticate and deliver a new bond of like tenor and maturity, and
numbered as the Paying Agent shall determine, in lieu of and in substitution for the bond so lost,
destroyed or stolen. The Paying Agent may require payment of a sum not exceeding the actual cost of
preparing each new bond executed under this Section 11 and of the expenses which may be incurred by
the Paying Agent under this Section 11. Any bond executed under the provisions of this Section 11 in
lieu of any bond alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the
benefits of this Resolution with all other bonds secured by this Resolution. The Paying Agent shall not
be required to treat both the original bond and any replacement bond as being outstanding for the
purpose of determining the principal amount of bonds which may be executed hereunder or for the
purpose of determining any percentage of bonds outstanding hereunder, but both the original and
replacement bond shall be treated as one and the same. Notwithstanding any other provision of this
Section 11, in lieu of delivering a new bond for a bond which has been mutilated, lost, destroyed or
stolen and which has matured, the Paying Agent may make payment of such bond upon receipt of
indemnity satisfactory to the Paying Agent.
SECTION 12. Escrow Agreement. The City approves the escrow agreement titled "Escrow
Agreement for the 1975 Refunded Bonds of the Poway Municipal Water District" heretofore presented to
the City Council and authorizes the completion, execution and delivery thereof as contemplated in the
Bond Purchase Agreement.
SECTION 13. Use of Bond Proceeds. Except as otherwise provided in the Tax Certificate, the
proceeds of the sale of the bonds shall be deposited to the following funds: (1) any accrued interest
shall be deposited into the Bond Interest and Sinking Fund, hereinafter established, (2) if so specified in
the Tax Certificate, any premium shall be transferred to the Escrow Bank and deposited into the Escrow
Fund created by the Escrow Bank, (3) the amount specified in the Tax Certificate shall be transferred to
the Escrow Bank and deposited in the Escrow Fund created by the Escrow Bank, and (4) the balance of
the proceeds shall be deposited in a fund hereby established in the Treasury of the City and designated
"1995 General Obligation Refunding Bonds of City of Poway Cost of Issuance Fund" (the "Cost of
Ptmc:31521_211381 B2468.00012 10 10/16/95
RESOLUTION NO.
Resolution No. 95-113
Page 11
Issuance Fund"). The moneys in said Cost of Issuance Fund shall be applied to the payment of the
Costs of Issuance. Any money remaining in the Costs of Issuance Fund after ali Costs of Issuance have
been paid shall be transferred to the Bond Interest and Sinking Fund.
SECTION 14. Securi_ty for the Bonds. The City Council, so far as practicable, shall fix such
rate or rates for the acquisition, transmission, storage and treatment of water in the City and in the
Improvement Area as will result in revenues which will pay the operating expenses of the City and of the
Improvement Area, provide for repairs and depreciation of works, provide a reasonable surplus for
improvements, extensions and enlargements, pay the interest on any bonded debt (including the interest
on bonds herein provided for), and provide a sinking or other fund for the payment of the principal of
such debt as it may become due (including the bonds herein provided for). If the revenues of the
Improvement Area are, or in the judgment of the City Council will probably be, inadequate for any
cause to pay the principal of or interest on the bonds herein provided for as said principal and interest
become due, and the amounts above set forth, the City Council must cause a tax to be levied, as
provided in the Municipal Water District Law of 1911, in the Improvement Area sufficient to provide for
such deficit and to pay the amount of such principal and interest as will become due before the proceeds
of a tax levied at the next general tax levy will be available. The City Council shall determine the fiscal
year for all of the amounts above set forth, and shall fix the rate or rates of tax to be levied which will
raise the amounts of money required by the City for such purposes, and as required by the Municipal
Water District Law of 1911, the City Council shall certify to the Board of Supervisors of the County and
to the County Auditor the rate or rates so fixed and shall furnish to the Board of Supervisors of the
County and the County Auditor a statement in writing containing the following: (a) an estimate of the
minimum amount of money required to be raised by taxation during the fiscal year for the payment of
the principal of and interest on the bonds herein provided for, as will become due before the proceeds of
a tax levied at the next general tax levy will be available; Co) an estimate of the minimum amount of
money required to be raised by taxation in the Improvement Area during the fiscal year for all other
purposes of the City, including the payment of the principal and interest on any other outstanding bonds
of the Improvement Area; and (c) any other items required by the Municipal Water District Law of
1911. The County Auditor shall compute and enter in the County assessment roll the respective sums to
be paid as a City tax on the property within said Improvement Area using the rate or rates of levy as
fixed by the Council and the assessed value as found on the assessment roll for the property subject to
the tax.
It shall be the duty of all County officers charged with the duty of collecting taxes to collect such
tax in time, form and manner as County taxes are collected and when collected to pay the same to the
city.
All such rates and taxes for the payment of principal and interest on such bonds shall be
established, levied and collected as provided in the Municipal Water District Law of 1911 (Division 20
of the Water Code of the State of California).
All moneys derived from such taxes and all other moneys allocated and designated for payment
of said bonds and the interest thereon shall be placed in a fund of the City designated "General
Obligation Bonds of City of Poway, Bond Interest and Sinking Fund," and until all of said bonds and all
interest thereon have been fully paid the moneys in said fund shall be used for no other purpose than the
payment of said bonds and the interest thereon.
PUBL:31521_21138 ] B2468.00012 1 1 10/16/95
RESOLUTION NO.
Resolution No. 95-113
Page 12
SECTION 15. Investment Earnines. Any earnings received from any moneys placed in any
fund herein established shall inure to the benefit of and shall become a part of such fund. Any losses so
incurred shall be treated in like manner. Any Rebatable Arbitrage (as hereinafter defined) shall be
transferred to the Excess Investment Earnings Fund as provided in Section 18 hereof.
SECTION 16. P~yin~ A~,ents. Bank of America National Trust and Savings Association is
hereby appointed Paying Agent for the bonds. The Paying Agent upon written consent of the City, may
appoint such other paying agents with respect to the bonds as it may deem advisable. Any successor
paying agent appointed shall be a bank or trust company, having a combined capital (exclusive of
borrowed capital) and surplus of at least $50,000,000 and shall be subject to supervision or examination
by a federal or state banking authority.
The City may at any time and for any reason, remove the Paying Agent and any successor
thereto, but any such successor shall be a bank or trust company, having a combined capital (exclusive
of borrowed capital) and surplus of at least $50,000,000 and shall be subject to supervision or
examination by a federal or state banking authority. If such bank or trust company publishes a report of
condition at least annually, pursuant to law or to the requirements of any supervising or examining
authority above referred to, then for the purposes of this Section 16 the combined capital and surplus of
such bank or trust company shall be deemed to be its combined capital and surplus set forth in its most
recent report of condition so published. Any removal of the Paying Agent shall become effective upon
acceptance of appointment by the successor Paying Agent occurs.
The Paying Agent or any successor may at any time resign by giving written notice to the City
and by giving mailed notice to the owners of its intention to resign and of the proposed date of
resignation, which shall be a date not less than 45 days after mailing of such notice, unless an earlier
resignation date and the appointment of a successor Paying Agent.
Upon receiving such notice of resignation, the City shall promptly appoint a successor Paying
Agent by an instrument in writing; provided, however, that in the event the City fails to appoint a
successor Paying Agent within 30 days following receipt of such written notice of resignation, the
resigning Paying Agent may petition the appropriate court having jurisdiction to appoint a successor
paying agent. Any resignation of the Paying Agent shall become effective upon acceptance of
appointment by the successor Paying Agent.
Any successor Paying Agent approved by the City or any court shall satisfy the qualifications set
forth in this Section 16.
SECTION 17. Tax Covenants. Notwithstanding any other provision of this Resolution, absent
an opinion of Bond Counsel that non-compliance therewith will not adversely affect the exclusion of the
interest on the bonds from gross income for federal income tax purposes, the City covenants to comply
with all applicable requirements of the Code necessary to preserve such exclusion from gross income and
specifically covenants, without limiting the generality of the foregoing, as follows:
(a) Private A9tivi _ty. The City will not take or omit to take any action or make any
use of the proceeds of the bonds or of any other moneys or property which would cause the
bonds to be an "industrial development bond" within the meaning of Section 103(b) of the
Internal Revenue Code of 1954, as amended (the "Prior Code"), or private loan bonds within the
meaning of Section 103(o) of the Prior Code;
PUBL:31521_21138] B2468.00012 12 10/16/95
RESOLUTION NO.
Resolution No. 95-113
Page 13
(b) Arbitra~e. The City will make no use of the proceeds of the bonds or of any
other mounts or property, regardless of the source, or take or omit to take any action which
would cause the bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code;
(c) Federal Guarantee. The City will make no use of the proceeds of the bonds or
take or omit to take any action that would cause the bonds to be "federally guaranteed" within the
meaning of Section 103(h) of the Prior Code;
(d) Information Reportint. The City will take or cause to be taken all necessary
action to comply with the informational reporting requirement of Section 149(e) of the Code; and
(e) Miscellaneous. The City will take no action inconsistent with its expectations
stated in the Tax Certificate and will comply with the covenants and requirements stated therein
and incorporated by reference herein.
SECTION 18. Exc~ Investment Earnim, s Fund. Except as otherwise provided in the Tax
Certificate:
(a) E~tabli~hm~nl[ of Exg~ss Investment Earnings Fund. With respect to the issuance
of the bonds, the Treasurer shall establish a special fund with respect to the bonds designated as
the "Excess Investment Earnings Fund" (the "Excess Investment Earnings Fund"), and the City
shall comply with the requirements of this Section 18. All money at any time deposited in the
Excess Investment Earnings Fund shall be held by the Treasurer in trust, for payment to the
United States Treasury. All amounts on deposit in the Excess Investment Earnings Fund shall be
governed by this Section 18 and the Tax Certificate, unless the City obtains an opinion of Bond
Counsel that the exclusion from gross income of the interest on the bonds will not be adversely
affected for federal income tax purposes if such requirements are not satisfied.
(i) Annual Computation. Within 55 days of the end of each Bond Year, the City
shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with
Section 148(0 of the Code and Section 1.148-3 of the Rebate Regulations, for this purpose
treating the last day of the applicable Bond Year as a computation date, within the meaning of
Section 1.148-1(b) of the Rebate Regulations (the "Rebatable Arbitrage"). The City shall obtain
expert advice as to the amount of the Rebatable Arbitrage to comply with this Section.
(ii) Annual Tritnsfer. Within 55 days of the end of each Bond Year, an amount
shall be deposited in the Excess Investment Earnings Fund by the Treasurer from any legally
available funds if and to the extent required, so that the balance in the Excess Investment
Earnings Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with
subsection (a)(i). In the event that immediately following the transfer required by the previous
sentence, the amount then on deposit to the credit of the Excess Investment Earnings Fund
exceeds the amount required to be on deposit therein, the Treasurer shall withdraw the excess
from the Excess Investment Earnings Fund and then credit the excess to the Bond Interest and
Sinking Fund.
(iii) Payment t0 the Treasury. The Treasurer shall pay to the United States
Treasury, out of amounts in the Excess Investment Earnings Fund,
PUBL:31521..21138 [ B2468.00012 13 10/16/95
RESOLUTION NO.
Resolution No. 95-113
Page 14
(X) Not later than 60 days after the end of (A) the fifth Bond Year, and
(B) each fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage
calculated as of the end of such Bond Year; and
(30 Not later than 60 days after the payment of all bonds, an amount
equal to 100% of the Rebatable Arbitrage calculated as of the end of such Bond Year, and any
income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(0 of the
Code.
In the event that, prior to the time of any payment required to be made from the
Excess Investment Earnings Fund, the amount in the Excess Investment Earnings Fund is not
sufficient to make such payment when such payment is due, the City shall calculate or cause to
be calculated the amount of such deficiency and deposit an amount received from any legally
available source equal to such deficiency in the Excess Investment Earnings Fund prior to the
time such payment is due. Each payment required to be made pursuant to this subsection shall
be made to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 on or before
the date on which such payment is due, and shall be accompanied by Internal Revenue Service
Form 8038-T, or shall be made in such other manner as provided under the Code.
(b) Disoosition of Unexpended Funds. Any funds remaining in the Excess Investment Earnings
Fund after the repayment of the bonds and the payments described in subsection (a)(iii), may be
withdrawn by the City and utilized in any manner by the City.
(c) Survival of Defeasance. Notwithstanding anything in this Section 18 to the contrary, the
obligation to comply with the requirements of this Section 18 shall survive the defeasance of the
obligation represented by the bonds.
SECTION 19. Defeasance. When the City has deposited with the Paying Agent or an escrow
bank the amount in money or Defeasance Securities, which together with interest earnings thereon, will
be sufficient to fully pay the principal of and interest on the outstanding bonds, then and in that case the
obligations created by this Resolution shall thereupon cease, terminate and become void except for the
right of the owners of the bonds and the obligations of the Paying Agent to (i) apply such moneys and
Defeasance Securities to the payment of the bonds as herein set forth, which moneys and Defeasance
Securities shall continue to be held by the Paying Agent or the escrow bank in trust for the benefit of the
owners and shall be applied by the Paying Agent to the payment, when due, of the principal of, the
interest on and the premium, if any, represented by the bonds, and (ii) return to the City any unclaimed
moneys as provided in Section 20 hereof.
If moneys or Defeasance Securities are deposited with and held by the Paying Agent or an
escrow bank as hereinabove provided, the Paying Agent shall within thirty (30) days after such moneys
or Defeasance Securities shall have been deposited with it, mail a notice, first class postage prepaid, to
the owners of the bonds at the addresses listed on the registration books kept by the Paying Agent
pursuant to Section 8, setting forth (a) the date fixed for redemption of the bonds, (b) a description of
the moneys or Defeasance Securities described so held by it, and (c) that this Resolution has been
released in accordance with the provisions of this Section 19.
PUBL:31521_211381 B2468.00012 14 10/16/95
RESOLUTION NO.
Resolution No. 95-113
Page 15
Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due
on the bonds shall be paid by the Bond Insurer pursuant to the Municipal Bond Insurance Policy, the
bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be
considered paid by the City, and all covenants, agreements and other obligations of the City to the
Owners shall continue to exist and shall run to the benefit of the Bond Insurer, and the Bond Insurer
shall be subrogated to the rights of such City Owners.
SECTION 20. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding,
any moneys held by the Paying Agent in trust for the payment and discharge of the interest or principal
represented by any of the bonds which remain unclaimed for two (2) years (or one day prior to the
escheat period established by the laws of the State of California if said period is less than two (2) years)
after the date of deposit of such moneys if deposited with the Paying Agent after the date when the
interest and principal represented by such bonds have become payable, shall be repaid by the Paying
Agent to the City as its absolute property free from trust, and the Paying Agent shall thereupon be
released and discharged with respect thereto and the owners shall look only to the City for the payment
of the interest and principal represented by such bonds; provided, however, that before being required to
make any such payment to the City, the Paying Agent shall, at the written request and expense of the
City, first mail a notice to the owners of the bonds so payable that such moneys remain unclaimed and
that after a date named in such notice, which date shall not be less than thirty (30) days after the date of
the mailing of such notice, the balance of such moneys then unclaimed will be returned to the City.
SECTION 21. Bond ln~ur~r Payment Procedure.
[TO BE PROVIDED BY BOND INSURER]
SECTION 22. Con~ents of, Noti~e~ tO ~d Other Provisions Affectin~ the Bond Insurer.
(a) Consent - City. Any provision of this Resolution expressly recognizing or granting rights
in or to the Bond Insurer may not be amended in any manner which affects the rights of the Bond
Insurer hereunder without the prior written consent of the Bond Insurer.
(b) Consent of the Bond Insurer in Addition to Bondholder Consent. Unless otherwise
provided in this Section, the Bond Insurer's consent shall be required in addition to bondowner consent,
when required, for the following purposes: (i) execution and delivery of any amendment, supplement or
change to or modification of the this Resolution, (ii) removal of the Paying Agent and selection and
appointment of any successor paying agent; and (iii) initiation or approval of any action not described in
(i) or (ii) above which requires bondowner consent.
(c) Consent of the Bond Insurer in the Event of Insolvency. Any reorganization or
liquidation plan with respect to the City must be acceptable to the Bond Insurer. In the event of any
reorganization or liquidation, the Bond Insurer shall have the right to vote on behalf of all bondowners
who hold the Bond Insurer-insured bonds absent a default by the Bond Insurer under the applicable
Municipal Bond Insurance Policy insuring such bonds.
(d) Consent of the Bond Insurer Upon Default. Anything in this Resolution to the contrary
notwithstanding, upon the occurrence and continuance of an event of default, the Bond Insurer shall be
entitled to control and direct the enforcement of all rights and remedies granted to the bondowners or the
Paying Agent for the benefit of the bondowners under this Resolution.
PUI~L:31521_211381 B2468.00012 15 10116/95
Resolution No. 95-113
RESOLUTION NO. Page 16
(e) Notices - City. While the Municipal Bond Insurance Policy is in effect, the City or the
Paying Agent (with respect to (ii) and (iii) only) shall furnish to the Bond Insurer:
(i) as soon as practicable after the filing thereof, a copy of any financial statement of
the City and a copy of any audit and annual report of the City;
(ii) a copy of any notice to be given to the registered Owners of the bonds, including,
without limitation, notice of any redemption of or defeasance of bonds, and any certificate
rendered pursuant to this Resolution relating to the security for the bonds; and
(iii) such additional information it may reasonably request.
(f) Notice - Certain Omissions. The Paying Agent shall notify the Bond Insurer of any
failure of the City to provide relevant notices, certificates, etc., that are required by this Resolution to be
provided to the Paying Agent.
(a) Information. The City will permit the Bond Insurer to discuss the affairs, finances and
accounts of the City or any information the Bond Insurer may reasonably request regarding the security
for the bonds with appropriate officers of the City. The Paying Agent or City, as appropriate, will
permit the Bond Insurer to have access to and to make copies of all books and records relating to the
bonds at any reasonable time.
Co) Accounting. The Bond Insurer shall have the right to direct an accounting at the City's
expense, and the City's failure to comply with such direction within thirty (30) days after receipt of
written notice of the direction from the Bond Insurer shall be deemed a default hereunder; provided,
however, that if compliance cannot occur within such period, then such period will be extended so long
as compliance is begun within such period and diligently pursued, but only if such extension would not
materially adversely affect the interests of any registered Owner of the bonds.
(c) Notice of Insufficiency of Funds. Notwithstanding any other provision of this Resolution,
the Paying Agent or City, as appropriate, shall immediately notify the Bond Insurer if at any time there
are insufficient moneys to make any payments of principal and/or interest as required and immediately
upon the occurrence of any Event of Default hereunder.
(d) Investments. Money held in any fund or account hereunder shall be invested only in
investments which are legal investments for the City under the laws of the State of California and which
are permitted under the terms of the Bond Insurer's commitment to issue the Policy.
(e) Paying Agent. Notwithstanding any other provision of this Resolution, the following
provisions shall apply to the Paying Agent:
(i) The Paying Agent may be removed at any time, at the request of the Bond Insurer
for any breach of the agreement set forth herein.
(ii) The Bond Insurer shall receive prior written notice of any Paying Agent
resignation.
I'Vl~L:31521_21138 [ B2468.00012 16 10/16/95
RESOLUTION NO.
Resolution No. 95-113
Page 17
(iii) Every successor Paying Agent shall be a trust company or bank in good standing
located in or incorporated under the laws of the State, duly authorized to exercise trust powers
and subject to examination by federal or state authority, having a reported capital and surplus of
not less than $75,000,000 and acceptable to the Bond Insurer.
(iv) Notwithstanding any other provision of this Resolution, in determining whether
the rights of the bondholders will be adversely affected by any action taken pursuant to the terms
and provisions hereof, the Paying Agent shall consider the effect on the bondholders as if there
were no Municipal Bond Insurance Policy.
(v) Notwithstanding any other provision of this Resolution, no removal, resignation or
termination of the Paying Agent shall take effect until a successor, acceptable to the Bond
Insurer, shall be appointed.
(f) Interested Parties. To the extent that this Resolution confers upon or gives or grants to
the Bond Insurer any right, remedy or claim hereunder or by reason hereof, the Bond Insurer is hereby
explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right remedy
or claim conferred, given or granted hereunder. Nothing herein expressed or implied is intended or shall
be construed to confer upon, or to give or grant to, any person or entity, other than the City, the Bond
Insurer, the Paying Agent, and the registered owners of the bonds, any right, remedy or claim under or
by reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Resolution contained by and on behalf of the City shall be
for the sole and exclusive benefit of the City, the Bond Insurer, the Paying Agent, and the registered
owners of the bonds.
SECTION 23. Amendments to this Resolution. This Resolution may be amended if the City has
obtained an opinion of Bond Counsel that such amendment will not adversely affect the exclusion of the
interest on the bonds from gross income for purposes of federal income taxation, but no such amendment
shall become effective as to the owners of bonds then outstanding unless and until approved in writing by
the owners of a majority in aggregate principal amount of bonds then outstanding. For purposes of the
preceding sentence, as long as the Policy is in full force and effect and the Insurer is not in default
thereunder, the Insurer shall be deemed to be the owner of a majority in aggregate principal amount of
bonds then outstanding. Notwithstanding the foregoing, (i) no such amendment shall extend the fixed
maturity of any bond or reduce the principal amount thereof, the rate of interest applicable thereto or the
premium (if any) thereon or extend the time of payment of the interest thereon without the consent of the
owner thereof and (ii) this Resolution and the rights and obligations provided thereby may also be
modified or amended at any time, without the consent of the owners of the bonds, but only (1) for the
purpose of curing any ambiguity or omission relating thereto, or of curing, correcting or supplementing
any defective provision contained in such Resolution, (2) in regard to questions arising under such
Resolution which the City may deem necessary or desirable and not inconsistent with this Resolution and
which shall not materially adversely affect the interests of the owners of the bonds, or (3) for any other
reason, provided such modification or amendment does not materially adversely affect the interests of the
owners of the bonds.
SECTION 24. Proceedings Constitute Contract. The provisions of this Resolution, and of any
other resolution supplementing or amending this Resolution, shall constitute a contract between the City
and the owners of the bonds. The provisions of any amendment shall be enforceable by any owner for
the equal benefit and protection of all owners similarly situated by mandamus, accounting, mandatory
PVI~L:31521_21138 ] B2468.00012 17 10116195
RESOLUTION NO.
Resolution No. 95-113
Page 18
injunction or any other suit, action or proceeding at law or in equity that is now or may hereafter be
authorized under the laws of the State of California in any court of competent jurisdiction. This contract
is made under and is to be construed in accordance with the laws of the State of California.
SECTION 25. Approval of the Bond Purchase Agreement. The Bond Purchase Agreement is
approved and the sale of the bonds to the Underwriter pursuant to the terms and conditions of the Bond
Purchase Agreement is approved. The Treasurer is authorized to deliver the bonds to the Underwriter
upon the receipt of the purchase price set forth in the Bond Purchase Agreement plus accrued interest, if
any.
SECTION 26. Authorization of Personnel. The City Manager of the City and each and every
officer of the City is authorized and directed, 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 delivery of the bonds and otherwise effectuate the purposes of this Resolution.
ADOPTED, SIGNED AND APPROVED this 17 day of October 1995.
Don Higginson, Ma~__~
City of Poway
ATTEST:
~j ' .~ ten, City Clerk
City of Eow~y
I, vl;i.:31521_2[ 1381 B2468.00012 18 10116195
RESOLUTION NO.
Resolution No. 95-113
Page 19
STATE OF CALIFORNIA )
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 -ll3was duly adopted by the City Council at a meeting
of said City Council held on the 17 day of October , 1995, and that it was so adopted by
the following vote:
AYES: CAFAGNA, CALLERY, EMERY, REXFORD, HIGGINSON
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
MarjorietK.~Wahlsten, City Clerk
City of l~y
~u~L:31521._2113SI B2468.00012 19 10116/95