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Res F-96-01RESOLUTION NO. F-g6-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE POWAY PUBLIC FINANCING AUTHORITY WAIVING ITS ANNUAL MEETING WHEREAS, The Poway Public Financing Authority (the "Authority") was created on October 8, 1991, pursuant to the Marks-Roos Local Bond Pooling Act of lg85 and pursuant to Resolution No. 91-116 of the City of Poway (the "City") and Resolution No. R-91-16 of the Poway Redevelopment Agency (the "Agency"}; and WHEREAS, the Board of Directors of the Authority (the "Board"), having determined that no necessity currently exists for conducting an annual meeting of the Board, desires, pursuant to the terms of that certain Joint Powers Agreement by and between the City and the Agency executed on October 29, 1991, to waive its annual meeting requirement. NOW THEREFORE BE IT RESOLVED, by the Board of Directors of the Poway Public Financing Authority as follows: Section 1. The foregoing statements are true and correct. Section 2. The Board hereby waives the requirement of an annual meeting of the Board and determines that, hereafter, all meetings of the Board shall be held only as and when the Board determines in its sole discretion that the necessity therefor exists. PASSED, ADOPTED AND APPROVED, by the Poway Public Financing Authority of the City of Poway, California, at a meeting thereof this 9th day of January, 1996. ATTEST: Don Higginson, ~ marjorie~K. Wahlsten, Secretary STATE 'OF~CAL I FORN IA ) ) $$. COUNTY OF SAN DIEGO ) I, Marjorie K. Wahlsten, Secretary of the Poway Public Financing Authority, do hereby certify under penalty of perjury that the foregoing Resolution No. F-g6- 01 was duly adopted by the Poway Public Financing Authority at a meeting of said Agency held on the gth day of January, 1996, and that it was so adopted by the following vote: AYES: CAFAGNA, EMERY, REXFORD, HIGGINSON NOES: NONE ABSTAIN: NONE ABSENT: CALLERY 3\wp\resolu\pub.fin MarjOriO K. Wahlsten, Secretary PowaY..Pu~lic Financing Authority RESOLUTION NO. F-91-01 RESOLUTION OF THE POWAY PUBLIC FINANCING AUTHORITY APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A PURCHASE CONTRACT AND AN OFFICIAL STATEMENT RELATING TO THE ISSUANCE OF THE AGENCY'S SUBORDINATED TAX ALLOCATION REFUNDING BONDS AND APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Authority is a joint powers, authority organized pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California; and WHEREAS, the Agency has previously issued its $7,748,000 promissory note in favor of CF Poway, Limited pursuant to an action of the Board of Directors of the Agency on April 24, 1990 accepting for Agency acquisition certain improvements theretofore constructed by CF Poway, Limited, a California limited partnership (the "Agency Note"); and WHEREAS, the Agency proposes to issue its not to exceed $10,250,000 Poway Redevelopment Agency Paguay Redevelopment Project Subordinated Tax Allocation Refunding Bonds, Issue of 1991 (the "1991 Bonds") to refund the outstanding Agency Note; and WHEREAS, the purposes stated above will be accomplished by the Authority purchasing such Bonds from the Agency and selling such Bonds to PaineWebber Incorporated (the "Underwriter") pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (Government Code Section 6584 et seq.); and WHEREAS, there have been prepared and submitted to this meeting forms of: (1) a draft of the Indenture of the Agency; and (2) a draft of the Preliminary Official Statement of the Agency to be used in connection with the sale of the Bonds (such Preliminary Official Statement in the form presented at this meeting with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as "Preliminary Official Statement"); and (3) a draft of the proposed Bond Purchase Contract among the Agency, the Authority and the Underwriter. Resolution No. F-91-01 Page 2 NOW, THEREFORE, BE IT RESOLVED by the Poway Public Financing Authority, as follows: Section 1. Subject to the provisions of Section 2 hereof, the purchase of the Bonds in an aggregate principal amount not to exceed Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000) on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture and the Bond Purchase Contract, is hereby authorized and approved. The Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Indenture, as the same will be completed as provided in this Resolution. Section 2. The Indenture, in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Section 3. The Bond Purchase Contract in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein is hereby approved. The Executive Director of the Authority is hereby authorized and directed to execute the Bond Purchase Contract in the form presented at this meeting with such changes, insertions and omissions as may be approved by the Executive Director, said execution being conclusive evidence of such approval. Section 4. The Preliminary Official Statement in substantially the form presented at this meeting and made a part hereof as though set forth in full herein is hereby approved and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. Section 5. The preparation and delivery of an Official Statement, and its use by the Underwriter, in connection with the offering and sale of the Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be requested by Bond Counsel or the Underwriter and approved by the Chairman of the Agency, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The Chairman of the Authority, the Treasurer, the Secretary of the Authority, and any other proper officer of the Agency, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments, including any agreements with the Agency relating to the Bonds, and to do and cause to be done -2- 7586u/2345-37 Resolution No. F-91-01 Page 3 any and all acts and things necessary or proper for carrying out the transactions contemplated by the Indenture, the Bond Purchase Contract, the Official Statement, this Resolution and any such agreements. Section 7. This Resolution shall take effect immediately upon its adoption. PASSED, ADOPTED AND APPROVED by the Poway Public Financing Authority of the City of Poway, California, at a regular meeting thereof this 8th day of October, 1991. ATTEST: Marj~ri~ K. Wahlsten, Secretary mith, Chairman STATE OF CALIFORNIA ) ) SS. COUNTY OF SAN DIEGO ) I, Marjorie K. Wahlsten, Secretary of the Poway Public Financing Authority, do hereby certify the foregoing Resolution No. F-91-01 was duly adopted by the Poway Public Financing Authority at a meeting of said Agency on the 8th day of October, 1991, and that it was so adopted by the following vote: AYES: EMERY, SNESKO, GOLDSMITH NOES: NONE ABSTAIN: MC INTYRE ABSENT: HIGGINS0N Marjori~ K. Wahlsten, Secretary PowaylL~blic Financing Authority -3-