Res 97-018RESOLUTION NO. 97-018
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY
ACTING AS THE LEGISLATIVE BODY
OF COMMUNITY FACILITIES DISTRICT NO. 88-1
OF THE CITY OF POWAY (PARKWAY BUSINESS CENTRE)
AMENDING RESOLUTION NO. 89-037
AND ALrrI-IORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City Council of the City of Poway, located in San Diego County, California,
acting as the legislative body of the District, has heretofore undertaken proceedings and declared the
necessity that Community Facilities District No.88-1 of the City of Poway (Parkway Business Centre)
(the "District") issue bonds pursuant to the terms and provisions of the Mello-Roos Community Facilities
Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the
State of Califomia (the "Act"); and
WHEREAS, on March 28, 1989 the legislative body of the District executed the Supplement to
Resolution No. 89-037 to issue its first series of bonds in an aggregate principal amount of $30,000,000
designated as the "Community Facilities District No. 88-1 of the City of Poway (Parkway Business
Centre) Series 1989 Special Tax Bonds" (the "Series 1989 Bonds"); and
WHEREAS, on December 18, 1990 the legislative body of the District executed the Amendment
to Supplement to Resolution No. 89-037 to issue its second series of bonds in an aggregate principal
amount of $8,000,000 designated as the "Community Facilities District No. 88-1 of the City of Poway
(Parkway Business Centre) Series 1990 Special Tax Bonds" (the "Series 1990 Bonds"); and
WHEREAS, Section 6.02 of the Supplement provides that the Supplement and any amendment
thereto may be amended with the consem and approval of the Owners of not less than 60% in aggregate
principal amount of the Bonds and Parity Bonds Outstanding for the purpose of waiving, modi~ing,
altering, amending, adding to or rescinding any of the terms or provisions of the Supplement and any
amendment thereto; and
WHEREAS, the Owners of more than 60% in aggregate principal amount of the Bonds and
Parity Bonds Outstanding have approved of and consented to the amendments set forth in the Second
Amendment to Supplement to Resolution No. 89-037, a form of which is attached hereto as Exhibit A
(the "Amendment").
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Poway that:
Section 1. Each of the foregoing recitals is true and correct.
Section 2. The form of the Amendment presented at this meeting is hereby approved. Each
of the Mayor of the City of Poway, the City Manager or his designee (the "City Manager") and the City
Clerk is hereby authorized for and in the name of the District, upon receipt by the District of an amount
equal to $3,201,592.13 and evidence of payment of ad valorem taxes; all as more thoroughly described
in the Amendment, to execute the Amendment in substantially the form hereby approved, with such
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Resolution No. 97- 018
Page 2
additions thereto and changes therein as are recommended or approved by Stradling, Yocca, Carlson &
Rauth, as Bond Counsel to the District or City Manager and the officers executing the same. Approval
of such changes shall be conclusively evidenced by the execution and delivery of the foregoing document
by such officers. The City Manager and the City Clerk are hereby authorized to execute, acknowledge
and deliver any and all documents required to consummate the transactions contemplated by this
Resolution.
Section 3. The Mayor of the City, the City Manager, or his written designee, and the City
Clerk are hereby authorized, jointly and severally, to do any and all things which they may deem
necessary and advisable in order to effectuate the purposes of this Resolution, and such actions
previously taken by such officers are hereby ratified and confirmed. In the event the City Manager is
unavailable or unable to execute and deliver the above-referenced document, any member of the City
Council may validly execute and deliver such document, and, in the event the City Clerk is unavailable
or unable to execute and deliver the above-referenced document, any deputy clerk may validly execute
and deliver such document in her place.
Section 4. This Resolution shall take effect from and after its date of adoption.
PASSED, ADOPTED, AND APPROVED by the City Council of the City of Poway, California,
at a regular meeting held on the 1 lth day of March, 1997.
Don Higgins"'On!, Mayor I/~/~
ATTEST:
Marjori~Wahlsten, City Clerk
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Resolution No. 97-018
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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 above and foregoing Resolution No. 97- 018 was duly adopted by the City Council at
a meeting of said City Council held on the llth day of March, 1997, and that it was so adopted by the
following vote:
AYES: CAFAGNA, EMERY, REXFORD
NOES: NO N E
ABSTAIN: NONE
ABSENT GOLDBY, HIGGINSON
Isten, City Clerk
City of olay
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Resolution No. 97-018
Page 4
EXHIBIT A
SECOND AMENDMENT TO SUPPLEMENT TO RESOLUTION NO. 89-037
THIS SECOND AMENDMENT TO SUPPLEMENT TO RESOLUTION No. 89-037 entered
into as of this 1 lth day of March, 1997, together with Resolution No. 89-037, the Supplement thereto
executed as of March 28, 1989 and the Amendment to Supplement thereto executed as of December 28,
1990 governs the terms of the Series 1989 and Series 1990 Special Tax Bonds of Community Facilities
District No. 88-1 of the City of Poway (Parkway Business Centre) and any Parity Bonds issued in
accordance herewith from time to time.
RECITALS:
WHEREAS, the City Council of the City of Poway, located in San Diego County, Califomia,
acting as the legislative body of the District, has heretofore undertaken proceedings and declared the
necessity that Community Facilities District No. 88-1 of the City of Poway (Parkway Business Centre)
(the "District") issue bonds pursuant to the terms and provisions of the Mello-Roos Community Facilities
Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the
State of California (the "Act"); and
WHEREAS, on March 28, 1989 the legislative body of the District executed the Supplement to
Resolution No. 89-037 to issue its first series of bonds in an aggregate principal amount of $30,000,000
designated as the "Community Facilities District No. 88-1 of the City of Poway (Parkway Business
Centre) Series 1989 Special Tax Bonds" (the "Series 1989 Bonds"); and
WHEREAS, on December 18, 1990 the legislative body of the District executed the Amendment
to Supplement to Resolution No. 89-037 to issue its second series of bonds in an aggregate principal
amount of $8,000,000 designated as the "Community Facilities District No. 88-1 of the City of Poway
(Parkway Business Centre) Series 1990 Special Tax Bonds" (the "Series 1990 Bonds"); and
WHEREAS, Section 6.02 of the Supplement provides that the Supplement and any amendment
thereto may be amended with the consent and approval of the Owners of not less than 60% in aggregate
principal amount of the Bonds and Parity Bonds Outstanding for the purpose of waiving, modifying,
altering, amending, adding to or rescinding any of the terms or provisions of the Supplement and any
amendment thereto; and
WHEREAS, the Owners of more than 60% in aggregate principal amount of the Bonds and
Parity Bonds Outstanding have approved of and consented to the amendments set forth in this Second
Amendment to Supplement to Resolution No. 89-037.
Section 1. Section 1.01 of the Supplement to Resolution No. 89-037 is hereby amended by
amending and adding the following definition:
Section 1.01. Definition~. Unless the context otherwise requires, the following terms
shall have the following meanings:
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Resolution No. 97-018
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"Reserve Requirement" means $1,800,000.00, together with all interest earnings
accumulated in the Reserve Account of the Special Tax Fund and all other amounts deposited into such
Account by the District or the City of Poway, in the sole discretion of each entity, as applicable, which
in the aggregate shall not exceed as of any date of calculation, an amount equal to the lowest of (1) ten
percent (10%) of the original proceeds of the Bonds and any Parity Bonds, or (2) Maximum Annual Debt
Service, or (3) one hundred twenty-five percent (125%) of the average annual debt service of the
Outstanding Bonds and Parity Bonds.
Section 2. Section 5.02 of the Supplement to Resolution No. 89-037 is hereby amended to add
a new subsection (la) thereto, which shall provide as follows:
(h) Settlement of Foreclosure Judgments. Notwithstanding anything in this
Resolution or Supplemental Resolution to the contrary, including the provisions of Section 5.02(c)
hereof, in completion of foreclosure actions against the parcels described in Case Nos. 672339, 673859,
694805, and 672341 in the Superior Court of the State of Califomia for the County of San Diego
(collectively, the "Litigation"), the District may: (1) accept a cash payment of $3,201,592.13, together
with evidence acceptable to the District of payment in full of all general taxes due and owing as of
February 1, 1997 against the parcels described in the Litigation (collectively, the "Site") and (2) upon
receipt of the aforementioned payment and evidence, record full satisfaction of judgments arising out of
the Litigation with prejudice as to accrued tax delinquencies only and remove the Notice of Pendency
of Action as a lien against the Site, and pursue no further remedies against the owner(s) of such parcels
for special tax delinquencies accruing on or prior to December 10, 1996.
Section 3. Section 10.02 of the Supplement to Resolution No. 89-037 is hereby deleted in its
entirety and amended to read as follows:
Section 10.02. Execution of Documents and Proof of Ownership. Any request,
direction, consent, revocation of consent, or other instrument in writing required or permitted by this
Resolution to be signed or executed by Bondowners may be signed or executed, in any number of
concurrent instnunents of similar tenor, by such Owners in person or by their attorneys appointed by an
instrument in writing for that purpose, or by the bank, trust company or other depository for such Bonds.
As to any Bond or Parity Bond, the person in whose name the same shall be registered
in the Bond Register shall be deemed and regarded as the absolute Owner thereof for all purposes, and
payment of or on account of the principal of any such Bond or Pahty Bond, and the interest thereon, shall
be made only to or upon the order of the registered Owner thereof or his or her legal representative. All
such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond or Parity
Bond and the interest thereon to the extent of the sum or sums to be paid. The Fiscal Agent shall not be
affected by any notice to the contrary.
Nothing contained in this Resolution shall be construed as limiting the Fiscal Agent to
such proof, it being intended that the Fiscal Agent may accept any other evidence of the matters herein
stated which the Fiscal Agent may deem sufficient. Any request or consent of the Owner of any Bond
or Parity Bond shall bind every future Owner of the same Bond or Parity Bond in respect of anything
done or suffered to be done by the Fiscal Agent in pursuance of such request or consent.
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Resolution No] 97-018
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Section 4. The City Council hereby ratifies and directs City staff and the Fiscal Agent to take
any and all actions necessmy and appropriate to accomplish the purposes described herein, and hereby
directs the City Clerk to place a true and correct copy of this Second Amendment to Supplement to
Resolution No. 89-037 on file in the City Clerk's office immediately following the execution hereof.
Deputy Mayor of the'~'"~City of.P~v/h~ acting on behalf of
Community Facilities Distfi,~t No. 88-1 of the City of
Poway (Parkway Business Centre)
(SEAL)
ATTEST:
Clerk ogthe~ity of Poway on behalf of
Community l~acilities District No. 88-1
of the Cib~:~/Poway (Parkway Business Centre)
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