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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 Page 4 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