Res F-95-02RESOLUTION NO. F-95-0 ~
RESOLUTION OF THE BOARD OF DIRECTORS OF THE POWAY PUBLIC
FINANCING AUTHORITY APPROVING AN INSTALLMENT PURCHASE
AGREEMENT AND AN INDENTURE OF TRUST AUTHORIZING THE SALE,
EXECUTION AND DELIVERY OF NOT MORE THAN $4,000,000 PRINCIPAL
AMOUNT OF REVENUE BONDS, SERIES 1995 AND APPROVING CERTAIN
OTHER AGREEMENTS AND DOCUMENTS AND AUTHORIZING CERTAIN
ACTIONS IN CONNECTION THEREWITH
WHEREAS, the Poway Public Financing Authority (the "Authority") has dote,mined to issue,
pursuant to an Indenture of Trust, dated as of November 1, 1995, by and between the Authority and
Bank of America National Trust and Savings Association as Trustee (the "Trustee") (the 'Indenture"), its
Poway Public Financing Authority Revenue Bonds, Series 1995 (Water Services Capital Improvement
Program) (the 'Bonds"), in the aggregate principal amount of not to exceed $4,000,000 for the purposes
of financing the acquisition and construction of certain public improvements; and
WHEREAS, the Authority, as a joint exercise of powers agency duly organized and existing
under and by virtue of the laws of the State of California, has the authority to issue revenue bonds to
provide public capital improvements, including, without limitation, water supply, storage and treatment
facilities, and to acquire and to finance the acquisition of public capital improvements necessary or
convenient for the operation of the City of Poway (the "City"); and
WHEREAS, to accomplish the acquisition and construction of certain public improvements, the
Authority desires to enter into an Installment Purchase Agreement by and between the Authority and the
City, dated as of November 1, 1995, (the "Installment Purchase Agreement") pursuant to which the City
will sell to the Authority (i) certain improvements to water facilities located in the City of Poway and (ii)
certain additional water improvements to be financed through the issuance of Series 1995 Bonds
(collectively, the "Project") and the City will repurchase the Project from the Authority; and
WHEREAS, the Authority desires to cause the sale and issuance of not more than $4,000,000 in
principal amount of Bonds to be secured by the installment payments to be made by the City pursuant to
the Installment Purchase Agreement (the "Bonds"); and
WHEREAS, the Authority desires to enter into the Indenture for the issuance of the Bonds; and
WHEREAS, substantially all right, title and interest of the Authority under the Installment
Purchase Agreement will be assigned to the Trustee pursuant to the Indenture; and
WHEREAS, Grigsby Brandford & Co., Inc. (the "Underwriter") desires to purchase the Bonds
and, in connection therewith, has presented for consideration a Bond Purchase Contract by and among
the Authority, the City and the Underwriter (the "Purchase Contract"); and
WHEREAS, there has been prepared a preliminary official statement with respect to the Bonds
(the "Preliminary Official Statement"); and
Resolution No. F-95-02
Page 2
WHEREAS, copies of each of the aforementioned documents have been presented to and
considered by this Board of Directors;
NOW, THEREFORE, the Board of Directors of the Authority does hereby find, determine,
resolve and order as follows:
SECTION 1. The foregoing recitals, and each of them, are true and correct.
SECTION 2. The Installment Purchase Agreement is approved in substantially the form
presented at this meeting. The Chala~an and the Secretary of this Board of Directors are hereby
authorized and directed, for and in the name of the Authority, to execute and deliver the Installment
Purchase Agreement with such changes, insertions and omissions as said officers may approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 3. The Indenture is approved in substantially the form presented at this meeting.
The Chaitclian and the Secretary of this Board of Directors are hereby authorized and directed, for and
in the name of the Authority, to execute and deliver said agreement with such changes, insertions and
omissions as said officers may approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
SECTION 4. The Purchase Contract hereby is approved in substantially the form presented at
this meeting. Upon receipt of a complete Purchase Contract from the Underwriter the Chairman of the
Board of Directors or the Executive Director of the Authority is hereby authorized and directed, for and
in the name of the Authority, to execute and deliver the Purchase Contract with such changes, insertions
and omissions as said officer may approve, such approval to be conclusively evidenced by the execution
and delivery thereof, provided that the interest rates or yields to maturity are such that the net interest
cost does not exceed 8.00% and the underwriting fee payable to the Underwriter with respect to the
Bonds does not exceed 3.00% of the principal amount of the Bonds, exclusive of original issue discount.
SECTION 5. The preparation and distribution of the Preliminary Official Statement in
substantially the form presented at this meeting, with such changes, insertions and omissions as may be
approved by the Chairman of the Board of Directors or the Executive Director of the Authority, is
hereby approved. The Chairman of the Board of Directors and the Mayor of the City, or the designee
of either such party, are hereby authorized to sign a Continuing Disclosure Certificate or Agreement and
a "deemed final" certificate, all pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act
of 1934, relating to the Preliminary and Final Official Statements. The Chairman of the Board of
Directors is further authorized and directed to approve, execute and deliver the final Official Statement
with respect to the Bonds, which final Official Statement shall be in the form of the Preliminary Official
Statement with such changes, insertions and omissions as may be approved by the Chairman of the
Board of Directors, such approval to be conclusively evidenced by the execution and delivery thereof.
The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to
persons who may be interested in the initial purchase of the Bonds, and is directed to deliver copies of
the final Official Statement to ail actual initial purchasers of the Bonds, as applicable.
PUI~L:30875_I [410[ B2468.00009 10116/95
Resolution No. F-95-02
Page 3
SECTION 6. The Bonds, in an aggregate principal amount not to exceed $4,000,000, are
hereby authorized to be executed, sold and delivered in accordance with the terms and provisions of the
Indenture and the Purchase Contract.
SECTION 7. Bank of America National Trust and Savings Association is hereby appointed as
Trustee under and pursuant to the Indenture with the powers and duties of said office as set forth in said
agreement. The Trustee is hereby requested and directed to execute and deliver the Bonds to the Under-
writer in accordance with written instructions to be executed on behalf of the Authority by the Executive
Director. Stradling, Yocca, Carlson & Rauth, a Professional Corporation, is hereby engaged to act as
Bond Counsel with respect to the Bonds pursuant to the terms of that certain Agreement re Bond Counsel
Services, dated October 12, 1995 regarding the Bonds, the form of which is on file with the City Clerk.
SECTION 8. The proceeds from the sale of the Bonds shall be deposited as provided in the
Indenture to pay Project Costs and Costs of Issuance (as such terms are defined in the Indenture).
SECTION 9. The Chairman, the Vice Chairman, the Executive Director, the Secretary and
any other proper officer of the Authority are hereby authorized and directed, jointly and severally, to do
any and all things and to execute and deliver any and all documents necessary or proper for carrying out
the transactions contemplated by the Installment Purchase Agreement, the Indenture, the Assignment
Agreement, the Purchase Contract and this Resolution.
SECTION 10. Any document the execution of which by the Chairman of this Board of
Directors is authorized by this Resolution shall, in the absence or inability to act of the Chairman, be
executed by the Vice Chairman or Executive Director of this Board of Directors.
SECTIQN 11. All actions previously taken by this Board of Directors and by the officers and
staff of the Authority with respect to the matters addressed by this Resolution hereby are approved,
ratified and confirmed. All te~ms set forth in this Resolution are defined in the Installment Purchase
Agreement.
SECTION 12. This Resolution shall take effect from and after its date of adoption.
ADOPTED, SIGNED AND APPROVED this 17 day of October , 1995.
Don Higgins6~an
Poway Public Financing Authority
ATTEST:
Marjorie I~ Wablsten, Secretary
Poway ~c Financing Authority
PUBL:30875_l 14101 B2468.00009 10/16/95
Resolution No. F-95-02
Page 4
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN DIEGO )
I, Marjorie K. Wahlsten , Secretary of the Board of Directors of the Poway Public
Financing Authority, do hereby certify that the foregoing resolution was duly adopted by the Board of
Directors of said Authority at a regular meeting held on the 17th day of October, 1995, and that it was
so adopted by the following vote:
AYES: CAFAGNA,
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
CALLERY, EMERY, REXFORD, HIGGINSON
Marjorie'.K.~Wahisten, Secretary of the Board of Directors
Poway ~ Financing Authority
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN DIEGO )
I, Ma rj o ri e K. Wa hl s ten, Secretary of the Board of Directors of the Poway Public Financing
Authority, do hereby certify that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. F-95-02 of said Board, and that the same has not been amended or repealed.
DATED: 10-17-95 ,1995
Marjorie K. Wahlsten, Secretary of the Board of Directors
Poway ~_..~lic Financing Authority
l'UBL:30875_l ] 410] B2468.00009 10/16/95