Loading...
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