Res F-02-02RESOLUTION NO. F-02-02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE POWAY PUBLIC
FINANCING AUTHORITY AUTHORIZING THE PREPARATION, SALE AND
DELIVERY OF NOT TO EXCEED $15,000,000 PRINCIPAL AMOUNT OF 2002
CERTIFICATES OF PARTICIPATION (CITY OFFICE BUILDING PROJECT) AND
APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the Poway Public Financing Authority is a joint powers authority duly
organized and existing under the laws of the State of California (the "Authority") with the
authority to assist in the financing of capital facilities on behalf of the City of Poway, a
municipal corporation (the "City"); and
WHEREAS, the City now desires to execute and deliver certificates of
participation (as described below) for the purpose of financing certain acquisition, site
improvement and construction costs of public capital facilities, including, but not limited
to, a City Office facility serving the City (collectively, the "Project").
WHEREAS, in order to accomplish the financing of the Project, the City and the
Authority further desire to enter into that certain Site and Facilities Lease by and
between the City and the Authority to be dated as of the first day of the month in which
the Purchase Agreement is executed (the "Site Lease") and that certain Lease
Agreement, by and between the City and the Authority (the "Lease Agreement") to be
dated as of the first day of the month in which the Purchase Agreement is executed, the
forms of which have been presented to this Board of Directors at the meeting at which
this Resolution has been adopted, pursuant to which Site Lease the City will lease the
Property (defined below) to the Authority and pursuant to which Lease Agreement the
City will agree to lease certain real property and improvements constituting the City
Office Project to be constructed with proceeds of the certificates (collectively, the
"Property") from the Authority and to pay certain lease payments in connection therewith
which will be pledged by the Authority to the owners of the 2002 Certificates of
Participation (City Office Project) (the "Certificates") to be executed and delivered
pursuant to a Trust Agreement by and among U.S. Bank, N.A., as trustee (the
"Trustee"), the City and the Authority (the "Trust Agreement"), the form of which has
been presented to this Board of Directors at the meeting at which this Resolution has
been adopted; and
WHEREAS, the Authority and the City have determined that it would be in the
best interests of the Authority, the City and the residents of the City to authorize the
preparation, sale and delivery of the Certificates in an aggregate principal amount not to
exceed $15,000,000, which Certificates evidence proportionate interests in certain
rights under the Lease Agreement, including the right to receive certain lease payments
to be made by the City thereunder, including, but not limited to, certain sublease
payments to the extent made by the County under the Sublease; and
DOCSOC\918343v4L22468.0018
Resolution No. F-02-02
Page 2
WHEREAS, the Board of Directors desires to consent to the assignment of
certain of the Authority's rights, title and interest in and to the Site Lease and the Lease
Agreement, including the right to receive such lease payments from the City, to the
Trustee pursuant to an Assignment Agreement, between the Authority and the Trustee,
to be dated as of the first day of the month in which the Purchase Agreement is
executed (the "Assignment Agreement"), the form of which has been presented to this
Board of Directors at the meeting at which this Resolution has been adopted; and
WHEREAS, the Board of Directors desires to approve the form of a Purchase
Agreement (the "Purchase Agreement"), by and between the City and Wedbush Morgan
Securities (the "Purchaser"), pursuant to which the Purchaser will agree to buy the
Certificates on the terms and conditions set forth therein, the form of which has been
presented to this Board of Directors at the meeting at which this Resolution has been
adopted, and to approve the form of Special Counsel Agreement by and between the
City and Stradling Yocca Carlson & Rauth, a Professional Corporation presented to this
Board of Directors at such meeting (the "Special Counsel Agreement");
WHEREAS, the Board of Directors desires to approve the form of a Preliminary
Official Statement relating to the Certificates (the "Preliminary Official Statement") to be
distributed to potential investors, for the purposes of facilitating the sale of the
Certificates at the lowest feasible interest rate, the form of which has been presented to
this Board of Directors at the meeting at which this Resolution has been adopted.
NOW, THEREFORE, BE IT RESOLVED by the Poway Public Financing
Authority as follows:
Section 1. Each of the foregoing recitals is true and correct.
Section 2. This Board of Directors hereby consents to the preparation, sale
and delivery of the Certificates in an aggregate amount of not to exceed $15,000,000 in
accordance with the terms and provisions of the Trust Agreement, with the exact
principal amount to be that determined necessary by the City Manager to finance the
Project. The purposes for which the proceeds of the Certificates shall be expended are
to finance the Project and to provide for a reserve fund, if.any, and the costs of the
preparation, sale and delivery of the Certificates.
Section 3. U.S. Bank, N.A. is hereby appointed as Trustee on behalf of the
owners of the Certificates, with the duties and powers of such Trustee as set forth in the
Trust Agreement.
Section 4. The forms of the Lease Agreement, the Trust Agreement and the
Assignment Agreement presented at this meeting are hereby approved. Each of the
Chairman of the Poway Public Financing Authority, the Vice Chairman of the Authority
or his designee (the "Vice Chairman") and the Secretary of the Authority is hereby
authorized for and in the name of the Authority to execute the Lease Agreement, the
Assignment Agreement and the Trust Agreement in substantially the forms hereby
DOCSOC\918343v4~22468.0018
Resolution No. F-02-02
Page 3
approved, with such additions thereto and changes therein as are recommended or
approved by Stradling Yocca Carlson & Rauth, as Special Counsel to the City ("Special
Counsel"), or Vice Chairman and the officers executing the same, including all changes
necessary to reflect the purchase of bond insurance as described in Section 5 below.
Approval of such changes shall be conclusively evidenced by the execution and delivery
of the foregoing documents by such officers. The Chairman of the Authority, the Vice
Chairman, and the Secretary of the Authority are hereby authorized to execute,
acknowledge and deliver any and all documents required to consummate the
transactions contemplated by the Lease Agreement, the Assignment Agreement and
the Trust Agreement.
Section 5. The form of the Purchase Agreement presented at this meeting and
the sale of the Certificates pursuant thereto are hereby approved, and each of the
Chairman of the Authority and the Vice Chairman is hereby authorized to evidence the
Authority's acceptance of the terms and provisions of the Purchase Agreement by
executing and delivering the Purchase Agreement in the form presented to the Authority
at this meeting, with such additions thereto and changes therein as are recommended
or approved by Special Counsel and the officers executing the same. Approval of such
additions and changes shall be conclusively evidenced by the execution and delivery of
the Purchase Agreement; provided, however, that the Purchase Agreement shall be
signed only if the aggregate principal amount of the Certificates does not exceed
$15,000,000, and the Purchaser's discount (exclusive of original issue discount and any
bond insurance premium) with respect to the Certificates does not exceed 0.50% of the
aggregate principal amount of the Certificates. The Vice Chairman is authorized to
determine the day on which the Certificates are to be priced in order to produce the
lowest financing cost for the Certificates, which determination shall be conclusively
evidenced by the execution and delivery of the Purchase Agreement by one of the
aforesaid officers, provided, however, that the net interest cost thereof shall not exceed
6.00%. The Vice Chairman, or his designee, is authorized to reject any terms
presented by the Purchaser if determined not to be in the best interest of the Authority
and is further authorized to evaluate whether the purchase of municipal bond insurance
for the Certificates will result in a net savings to the City and if so to purchase such
municipal bond insurance.
Section 6. The form of the Certificates as set forth in the Trust Agreement (as
the Trust Agreement may be modified pursuant to Section 4 hereof) is hereby approved.
Section 7. The form of the Preliminary Official Statement presented at this
meeting is hereby approved, and the Preliminary Official Statement may be distributed
to prospective purchasers in the form so approved, together with such additions thereto
and changes therein as are determined necessary by the Vice Chairman, or his
designee, to make such Preliminary Official Statement final as of its date for purposes
of Rule 15c2-12 of the Securities and Exchange Commission. Each of the Chairman of
the Authority and the Vice Chairman is hereby authorized to execute a final Official
Statement in the form of the Preliminary Official Statement, together with such changes
as are determined necessary by the Vice Chairman, or his designee, to make such
DOCSOC\918343v4~22468.0018
Resolution No. F-02-02
Page 4
Official Statement complete and accurate as of its date. The Purchaser is further
authorized to distribute the final Official Statement for the Certificates to the purchasers
thereof upon its execution by an officer of the Authority as described above. The Vice
Chairman and his written designees are hereby authorized and directed to take
whatever steps are necessary to comply with the requirements of Rule 15c2-12
applicable to the Certificates following their execution and .delivery, including but not
limited to the execution by the Vice Chairman or his written designee of a continuing
disclosure agreement in a form and substance acceptable to the Vice Chairman, which
acceptance shall be conclusively evidenced by the execution thereof as authorized
above.
Section 8. The form of Special Counsel Agreement presented at this meeting
is hereby approved and the City Manager is authorized to execute such Agreement and
deliver such to Special Counsel.
Section 9. The Chairman of the Authority, the Vice Chairman, or his written
designee, and the Secretary of the Authority are hereby authorized, jointly and
severally, to do any and all things and to execute and deliver any and all documents
which they may deem necessary and advisable in order to consummate the sale and
delivery of the Certificates and otherwise effectuate the purposes of this Resolution, and
such actions previously taken by such officers are hereby ratified and confirmed. In the
event the Chairman of the Authority is unavailable or unable .to execute and deliver any
of the above-referenced documents, any other member of the Board of Directors may
validly execute and deliver such document, and, in the event the Secretary of the
Authority is unavailable or unable to execute and deliver any of the above-referenced
documents, any deputy secretary may validly execute and deliver such document in his
or her place.
Section 10. This Resolution shall take effect from and after its date of adoption.
PASSED, ADOPTED, AND APPROVED by the Poway Public Financing
Authority of the City of Poway at a regular meeting this 8th day of October 2002.
Michael P. ?fa~/
ATTEST:
L°ri/~nne Peoples, Sec~etaO
DOC SOC\918343v4~2468.0018
Resolution No. F-02-02
Page 5
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
I, Lori Anne Peoples, Secretary of the Poway Public Financing Authority, do
hereby certify under penalty of perjury, that the foregoing Resolution No. F-02-02 was
duly adopted by the Poway Public Financing Authority at a meeting of said Agency held
on the 8th day of October 2002, and that it was so adopted by the following vote:
AYES:
EMERY, GOLDBY, HIGGINSON, REXFORD, CAFAGNA
NOES: NONE
ABSTAIN: NONE
ABSENT:
NONE
Lori[Anne Peoples, Secretary r
Powhy Public Financing Authority
DOCSOC\918343v4~2468.0018