Res 98-101RESOLUTION NO. 98- 101
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
POWAY ACTING AS THE LEGISLATIVE BODY OF
COMMUNITY FACILITIES DISTRICT NO. 1 OF THE CITY OF
POWAY (POMERADO BUSINESS PARK) AUTHORIZING THE
ISSUANCE OF ITS SPECIAL TAX REFUNDING BONDS IN A
PRINCIPAL AMOUNT NOT TO EXCEED THIRTY MIl.LION
DOLLARS ($30,000,000) 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. 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, Pan 1, Division 2, Title 5 of the Government Code &the
State of Califomia (the "Act"); and
WHIEREAS, pursuant to Resolution No. 87-011 adopted by the legislative body of the District
on January 27, 1987, a proposition authorizing the levy ora 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. 87-011 and the election, the District was authorized
to issue bonds in one or more series, pursuant to the Act, in an aggregate principal amount not to
exceed $40,000,000; and
WHEREAS, the District has previously issued its $32,800,000 1987 City of Poway
Community Facilities District No. 1 Special Tax Refunding Bonds (the "1987 Bonds") (the "Prior
Bonds") which the District now desires to refund through the issuance of one or more series of bonds
in a total aggregate principal amount not to exceed $30,000,000 designated as the "Community
Facilities District No. 1 of the City of Poway (Pomerado Business Park) Series 1998 Special Tax
Refunding Bonds" (the "Series 1998 Bonds"); and
WHEREAS, in order to effect the issuance 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
stated 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 District to reduce the amount of
authorized but unissued bonded indebtedness to the amount needed to refund the Prior Bonds and pay
related costs, and to covenant not to issue additional bonds to finance additional capital improvements.
NOW, THEREFORE, the City Council of the City of Poway acting as the legislative body of
Community Facilities District No. 1 of the City of Poway DOES HEREBY RESOLVE, FIND,
DETERMINE AND ORDER AS FOLLOWS:
Section 1. Each of the above recitals is true and correct.
Resolution No. 98- 101
Page 2
Section 2. The issuance of the Series 1998 Bonds is hereby authorized in an aggregate
principal amount not to exceed $30,000,000 with the exact principal amount of each issue of the Series
1998 Bonds to be determined by the official signing the Bond Purchase Agreement in accordance with
Section 5 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 governed 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 prices 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 November 4, 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 form specified in the Bond Indenture, (3) the Series 1998 Bonds will
bear interest at the minimum 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), (b)(2) and (c) of the Act.
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
"Underwhter") 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, amounts 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)
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Page 3
the Series 1998 Bonds are issued at a price which results in a five percent (5%) or greater net present
value savings, (ii) the Underwriter's discount (not including any original issue discount) does not
exceed 1.00% of the principal amount of the Series 1998A (First Lien) Bonds (as defined in the Bond
Indenture) and 1.70% of the principal amount of the Series 1998B (Second Lien) Bonds (as defined in
the Bond Indenture) and (iii) the net interest cost to maturity on that portion of the Series 1998 Bonds
issued to defease the 1987 Bonds plus the principal amount of such portion of the Series 1998 Bonds
does not exceed the net interest cost to maturity on the 1987 Bonds to be refunded plus the principal
amount of the 1987 Bonds to be refunded. Each of the City Manager and Director of Administrative
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 Services 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
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 Conceming the Use of the
Mello-Roos Community Facilities Act of 1982, as Amended (the "Policy Statement"), in the form on
file with the City Clerk, and hereby adopts such Policy Statement.
Section 10. The legislative body hereby finds that the authorized facilities of the District are
complete and, therefore, covenants in the Bond Indenture not to issue additional bonds to finance
additional capital improvements.
Section 11. 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. Additionally, Public Financial Management, Inc. ("PFM") shall act as financial
advisor to the City and the District with respect to the issuance of the Series 1998 Bonds pursuant to
the terms of that certain contract for financial advisory services heretofore executed by the City and
PFM, which contract is on file with the City Clerk. The City Manager and Director of Administrative
Resolution No. 98- 101
Page
Services and their written designees each is authorized to execute and deliver the foregoing contract for
bond counsel services and to pay for the cost of such bond counsel and financial advisory 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 Underwriter's discount) shall not exceed 1.5% of the principal
amount of the Series 1998 Bonds.
Section 12. 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 Disthct 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 whtten 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,
Califomia, at a regular meeting held on the 20~ch day of October ., 1998.
Don Higginson, Mayor
ATTEST:
C-or~ Anne-Peoples, iEity ~lerk
Resolution No. 98-101
Page 5
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN DIEGO )
I, Lori Anne Peoples, City Clerk of the City of Poway, do hereby certify under penalty of
perjury that the foregoing Resolution No. 98-101 was duly adopted by the City Council at a meeting
of said City Council held on the 20th day of October, 1998, and that it was so adopted by the
following vote:
AYES: CAFAGNA, EMERY, GOLDBY, REXFORD, HIGGINSON
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
e Peoples, City Cl~rk -
City of Poway