Res 98-046RESOLUTION NO. 98- 046
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
POWAY ACTING AS THE LEGISLATIVE BODY OF
COMMUNITY FACILITIES DISTRICT NO. 88-1 OF TI-IE CITY
OF POWAY (PARKWAY BUSINESS CENTRE) AU'I~ORIZING
THE ISSUANCE OF ITS SPECIAL TAX REFLrNDING BONDS IN
A PRINCIPAL AMOUNT NOT TO EXCEED THIRTY-EIGHT
MIl.LION DOLLARS ($38,000,000) AND APPROVING CERTAIN
DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the City Council of the City of Poway (hereinafter sometimes referred to as the
"legislative body of the District" or the "City Council"), has heretofore undertaken proceedings and
declared the necessity to issue bonds on behalf of Community Facilities District No. 88-1 of the City of
Poway (the "District") pursuant to the terms and provisions of the Mello-Roos Community Facilities
Act of 1982, as amended, being Chapter 2.5, Part l, Division 2, Title 5 of the Govemment Code of the
State of California (the "Act"); and
WHEREAS, pursuant to Resolution No. 88-122 adopted by the legislative body of the District
on October 18, 1988, a proposition authorizing the levy of a special tax within and the issuance of
bonded indebtedness by the District was submitted to the qualified electors within the District, and was
approved by more than two-thirds of the votes cast at the election; and
WHEREAS, based upon Resolution No. 88-122 and the election, the Dislrict was authorized
to issue bonds in one or more series, pursuant to the Act, in an aggregate principal amount not to
exceed $45,000,000; and
WHEREAS, the District has previously issued its $30,000,000 City of Poway Community
Facilities District No. 88-1 Special Tax Bonds, Series 1989 (the "1989 Bonds") and its $8,000,000
City of Poway Community Facilities District No. 88-1 Special Tax Bonds, Series 1990 (the "1990
Bonds") (collectively, the 1989 Bonds and the 1990 Bonds are referred to herein as the "Prior Bonds")
which the District now desires to refund through the issuance of bonds in an aggregate principal
amount not to exceed $38,000,000 designated as the "Community Facilities District No. 88-1 of the
City of Poway (Parkway Business Centre) Series 1998 Special Tax Refunding Bonds" (the "Series
1998 Bonds"); and
WHEREAS, in order to effect the issn_~_~ce of the Series 1998 Bonds and the refunding of the
Prior Bonds, the District desires to enter into various agreements in substantially the forms presented
herein; and
WHEREAS, pursuant to Section 53312.7 of the Act, the legislative body of the District has
determined that it is necessary and desirable to state goals and policies relative to its Mello-Roos
community facilities districts; and
WHEREAS, the District has determined that all authorized public facilities of the District have
been acquired or constructed as of the date hereof, permitting the Disifict to reduce the amount of
545314.2L22468.0014
Resolution No. 98- 046
Page 2
authorized but unissued bonded indebtedness to the amount needed to refund the Prior Bonds and pay
related costs, and to covenant to levy special taxes of the District at lower special tax rates accordingly;
and
WHEREAS, pursuant to Section C of the Formula For Rate and Method of Apportionment of
Special Tax (the "Special Tax Formula"), acreage of a parcel shall be determined by reference to the
most current parcel map, or other subdivision tract map recorded in the office of the County Recorder
for San Diego County, or by another reliable means established by the District. Since formation of the
District, the City Council, acting in its capacity as the legislative body of the District has applied the
Special Tax Formula based on the net useable acres of each parcel, which excludes undevelopable
portions of such property, such as slopes. As the Special Tax Formula does not specify the method of
determining parcel acreage, the City has determined to utilize the net useable acre method for the
District.
NOW, THEREFORE, 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 DOES HEREBY RESOLVE, FIND,
DETERMINE AND ORDER AS FOLLOWS:
Section 1. Each of the above recitals is tree and correct.
Section 2. The issuance of the Series 1998 Bonds is hereby authorized in an aggregate
principal amount not to exceed $38,000,000 with the exact principal amount of the Series 1998 Bonds
to be determined by the official signing the Bond Purchase Agreement in accordance with Section 6
below. The legislative body of the District hereby determines that it is prudent in the management of
its fiscal affairs to issue the Series 1998 Bonds. The Series 1998 Bonds shall mature on the dates and
pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the
District in accordance with Section 5 hereof. All other provisions of the Series 1998 Bonds shall be
govemed by the terms and conditions of the bond indenture (the "Bond Indenture"), and any one of the
Mayor of the City, the City Manager or either such party's written designee are authorized to execute
the Bond Indenture, which Bond Indenture shall be substantially in the form on file with the Clerk of
the City Council, with such additions thereto and changes therein as the officer or officers executing the '
same deem necessary to enhance the security for or obtain a rating or municipal bond insurance on any
of the Series 1998 Bonds, to cure any ambiguity or defect therein, to insert the offering price(s),
interest rate(s), selling compensation, principal amount per maturity, redemption dates and phces and
such other related terms and provisions as limited by Section 5 hereof, or to conform any provisions
therein to the Bond Purchase Agreement or the Official Statement delivered to the purchasers of the
Series 1998 Bonds. Approval of such changes shall be conclusively evidenced by the execution and
delivery of the Bond Indenture by one or more of the foregoing officers. Capitalized terms used in this
Resolution which are not defined herein have the meanings ascribed to them in the Bond Indenture.
In satisfaction of the requirements contained in Section 53363.2 of the Act, the City Council
hereby determines that: (1) it is anticipated that the purchase of the Series 1998 Bonds will occur on or
about May 20, 1998, (2) the Series 1998 Bonds shall bear the date, be in the denominations, have the
maturity dates (which do not exceed the latest maturity date of the bonds being refunded), be payable
at the place and be in the fomi specified in the Bond Indenture, (3) the Series 1998 Bonds will bear
interest at the mimmum rate of 2.5% per annum, and (4) the designated cost of issuing the Series 1998
Bonds, as defined by Section 53363.8 of the Act, shall include all of the costs specified in Section
53363.8(a), (I>)(2) and (c) of the Act.
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Resolution No. 98-046
Page 3
Section 3. The Series 1998 Bonds shall be executed on behalf of the District by the manual or
facsimile signature of any one of the Mayor of the City, the City Manager or either such party's written
designee, and attested with the manual or facsimile signature of the Clerk of the legislative body of the
District. Dai-Ichi Kangyo Bank of Califomia is hereby appointed to act as Fiscal Agent, registrar and
transfer agent for the Series 1998 Bonds and U.S. Bank Trust National Association is hereby appointed
to act as Escrow Bank and to continue in its appointment as Paying Agent with respect to the Prior
Bonds.
Section 4. The covenants set forth in the Bond Indenture to be executed in accordance with
Section 2 above are hereby approved, shall be deemed to be covenants of the legislative body of the
District and shall be complied with by the District and its officers. The Bond Indenture shall constitute
a contract between the District and the Owners of the Series 1998 Bonds.
Section 5. The legislative body of the District hereby determines, in accordance with Section
53360.4 of the Act, that a negotiated sale of the Series 1998 Bonds to Stone & Youngberg LLC (the
"Underwriter") in accordance with the terms of the Bond Purchase Agreement approved as to form
herein will result in a lower overall cost to the District than a public sale. The form of the Bond
Purchase Agreement presented at this meeting is hereby approved and each of the Mayor, the City
Manager and the Director of Administrative Services is hereby authorized to execute the Bond
Purchase Agreement, with such additions thereto and changes therein relating to dates and numbers as
are necessary to conform the Bond Purchase Agreement to the dates, mounts and interest rates
applicable to the Series 1998 Bonds as of the sale date. Approval of such additions and changes shall
be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by one or
more of such officers; provided, however, that the Bond Purchase Agreement shall be signed only if(i)
the Series 1998 Bonds are issued at a price which results in a three percent (3%) or greater net present
value savings, (ii) the Underwriter's discount (not including any original issue discount) does not
exceed 2.25% of the principal amount of the Series 1998 Bonds and (iii) the net interest cost to
maturity on that portion of the Series 1998 Bonds issued to defease the 1989 Bonds plus the principal
amount of such portion of the Series 1998 Bonds does not exceed the net interest cost to maturity on
the 1989 Bonds to be refunded plus the principal amount of the 1989 Bonds to be refunded and the net
interest cost to maturity on that portion of the Series 1998 Bonds issued to defease the 1990 Bonds
plus the principal amount of such portion of the Series 1998 Bonds does not exceed the net interest
cost to maturity on the 1990 Bonds to be refunded plus the principal amount of the 1990 Bonds to be
refunded. Each of the City Manager and Director of Admimstrative Services is authorized to
determine the day on which the Series 1998 Bonds are to be priced in order to attempt to produce the
lowest borrowing cost for the District and may reject any terms presented by the Underwriter if
determined not to be in the best interest of the District.
Section 6. The forms of the Escrow Agreement and the Continuing Disclosure Agreement
presented at this meeting are hereby approved and each of the Mayor and the City Manager and the
Director of Administrative Sen, ices is hereby authorized and directed to execute the Escrow
Agreement and the Continuing Disclosure Agreement in the form hereby approved, with such
additions therein and changes thereto as the officer or officers executing the same deem necessary to
cure any defect or ambiguity therein, with such approval to be conclusively evidenced by the execution
and delivery of such agreements.
Section 7. The form of Official Statement delivered herewith to the District hereby approved in
substantially the form presented, with such changes therein as may be approved by the Mayor and City
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Resolution No. 98-046
Page 4
Manager upon the advice of bond counsel and the underwriter, the Mayor or City manager, or either's
written designee's, execution thereof to be conclusive evidence of approval of such changes. The
foregoing authorized officers, or any one of them, are hereby authorized to execute a certificate or
certificates to the effect that the Official Statement and such preliminary official statement were
deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange
Act of 1934, and is authorized to so deem such statements final.
Section 8.. In accordance with the requirements of Section 53345.8 of the Act, the legislative
body of the District hereby determines that the value of the real property in the District subject to the
special tax to pay debt service on the Series 1998 Bonds is at least three times the principal amount of
the Series 1998 Bonds and the principal amount of all other bonds outstanding that are secured by a
special tax levied pursuant to the Act or a special assessment levied on property within the District.
This determination is based on the market value of such property as determined by an appraisal
performed by an independent MAI appraiser on a basis consistent with the policies adopted by the City
in this Resolution.
Section 9. Pursuant to Section 53312.7 of the Act, the legislative body of the District has
considered that certain City of Poway Statement of Local Goals and Policies Concerning the Use of the
Mello-Roos Community Facilities Act of 1982, as Amended (the "Policy Statement"), in the form
presented at this meeting, and hereby adopts such Policy Statement.
Section 10. The legislative body hereby finds that the authorized facilities of the District are
complete and, therefore, hereby reduces the total amount of authorized bonded indebtedness of the
District to the initial principal amount of the Series 1998 Bonds and, further, hereby provides pursuant
to Section 53340 of the Act for the levy of the special tax of the District for future tax years at a lower
rate than the rate provided by Ordinance No. 289 of this City Council. The actual rate at which special
taxes are to be levied in each fiscal year shall be determined for each such year by resolution, provided
that such rate will in no circumstance exceed the maximum rate, subject to escalation, determined by
the District based upon projections of the Underwriter to be sufficient, absent delinquencies, to provide
120% of the amounts required in each year for the timely retirement of the Bonds where such amounts
include the principal amount on deposit in the Reserve Account of the Special Tax Fund in the final
year (notwithstanding the foregoing, the projected maximum special tax must equal 100% of debt
service in the final year). The foregoing maximum special tax rate, which shall in no event exceed
$17,500 per net usable acre, shall be determined by the District based upon the actual price at which
the 1998 Bonds are sold to the Underwriter and shall be irrevocably established in the Bond Indenture.
Such determination shall be conclusively evidenced by the execution and delivery by the District of the
Bond Indenture.
Section 11. For the purpose of determining the special tax obligation for each taxable
assessor's parcel in the District in each fiscal year, the legislative body acting on behalf of the District
hereby establishes, pursuant to Section C of the Rate and Method, net usable acreage as the acreage of
an assessor's parcel in the District subject to taxation by the District. Net usable acreage is that portion
of each assessor's parcel heretofore identified by the District as taxable, provided that as lot line
adjustments are made to accommodate property sales in the District from time to time, an updated
engineer's report shall be reviewed by the City Engineering Depm'tment and the net useable acres shall
be adjusted accordingly. The foregoing determination is declarative of the existing method of
apportionment of District special taxes.
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Resolution No. 98-046
Page 5
Section 12. Stradling Yocca Carlson & Rauth, a Professional Corporation shall act as bond
counsel with respect to the issuance of the Series 1998 Bonds pursuant to the terms of the contract with
the District on file with the City Clerk and shall be paid the fee set forth therein upon the issuance of
the District Bonds. The City Manager and Director of Administrative Services and their written
designees each is authorized to execute and deliver the foregoing contract and to pay for the cost of
such services, together with other Costs of Issuance, with Series 1998 Bond proceeds deposited
pursuant to the Bond Indenture. Without further approval of the legislative body of the District, the
total amount disbursed for any Costs of Issuance (not including Unde~vriter's discount) shall not
exceed 1.5% of the principal amount of the Series 1998 Bonds.
Section 13. The President and Clerk of the legislative body of the District and the other
officers and staff of the City and the District responsible for the fiscal affairs of the District are hereby
authorized and directed to take any actions and execute and deliver any and all documents as are
necessary to accomplish the issuance, sale and delivery of the Series 1998 Bonds in accordance with
the provisions of this Resolution and the fulfillment of the purposes of the Series 1998 Bonds as
described in the Bond Indenture, including providing certificates to the Underwriter as to the accuracy
of any information relating to the City and the District which is included within the Official Statement.
In the event that the Mayor is unavailable to sign any document authorized for execution herein, any
other member of the legislative body of the District or the City Manager, or his written designee, may
sign such document. Any document authorized herein to be signed by the Clerk of the legislative body
of the District may be signed by a duly appointed deputy clerk.
PASSED, ADOPTED, AND APPROVED by the City Council of the City of Poway,
California, at a regular meeting held on the 28th day of ^pti 1 ,1998.
Don Higginson, Mayor
ATTEST:
Marjori~,~K~Wahlsten, City Clerk
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Resolution No. 98-046
Page 6
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN DIEGO )
I, Marjorie K. Wahlsten, City Clerk of the City of Poway, do hereby certify under penalty
of perjury that the foregoing Resolution No. 98- 046 was duly adopted by the City Council at a
meeting of said City Council held on the 28th day of April, 1998, and that it was so adopted by
the following vote:
AYES: EMERY, GOLDBY, REXFORD, HIGGINSON
NOES: NONE
ABSTAIN: NONE
ABSENT: CAFAGNA
lsten, City Clerk