Res 02-109RESOLUTION NO. 02-109
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA,
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 the certificates of
participation (as defined 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 City Council 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, to be dated as of the first day of the month in which the
Purchase Agreement is executed, 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 City Council 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
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Resolution No. 02-109
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WHEREAS, the City Council 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
City Council at the meeting at which this Resolution has been adopted; and
WHEREAS, the City Council desires to approve the form of a Purchase
Agreement (the "Purchase Agreement"), by and between the City and Wedbush Morgan
Securities (the "Purchase¢'), pursuant to which the Purchaser will agree to buy the
Certificates on the terms and conditions set forth therein, tlie form of which has been
presented to this City Council 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 City
Council at such meeting (the "Special Counsel Agreement"); and
WHEREAS, the City Council 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 City Council at the meeting at which this Resolution has been adopted; and
WHEREAS, the City Council desires to approve the form of a Continuing
Disclosure Agreement to be entered into by the City and a dissemination agent in order
to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5) and to provide
continuing disclosure with respect to the Certificates.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway
as follows:
Section 1. Each of the foregoing recitals is true and correct.
Section 2. This City Council 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.
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Resolution No. 02-109
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Section 4. The forms of the Lease Agreement, the Trust Agreement, Site
Lease, Continuing Disclosure Agreement and the Assignment Agreement presented at
this meeting are hereby approved. Each of the Mayor of the City of Poway, the City
Manager or his designee (the "City Manager") and the City Clerk is hereby authorized
for and in the name of the City to execute the Lease Agreement, Site Lease, Continuing
Disclosure Agreement, and the Trust Agreement in substantially the forms hereby
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 City Manager 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 Mayor of the City, the City Manager
and the City Clerk 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
Mayor of the City and the City Manager is hereby authorized to evidence the City's
acceptance of the terms and provisions of the Purchase Agreement by executing and
delivering the Purchase Agreement in the form presented to the City 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 City Manager 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 City
Manager, or his designee, is authorized to reject any terms presented by the Purchaser
if determined not to be in the best interest of the City 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 City Manager, or his
designee, to include municipal bond insurance, if deemed economically advantageous
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by the Director of Administrative Services, and 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 Mayor of the City and the City Manager 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 City
Manager, or his designee, to make such 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 City as
described above. The City Manager, Director of Administrative Services and a written
designee thereof, and acting singly, 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 without
limitation the execution and delivery of a continuing disclosure agreement in a form and
substance acceptable to the Mayor, 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 Mayor of the City, the City Manager, Director of Administrative
Services or a written designee thereof, and the City Clerk 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, including without limitation the selection by Director of Administrative
Services of a municipal bond insurance provider, if such insurance is deemed
economically advisable by such City officer, and execution of documents necessary to
obtain such insurance. In the event the Mayor of the City is unavailable or unable to
execute and deliver any of the above-referenced documents, any other member of the
City Council may validly execute and deliver such document, and, in the event the City
Clerk is unavailable or unable to execute and deliver any of the above-referenced
documents, any deputy clerk may validly execute and deliver such document in her
place.
Section 10. This Resolution shall take effect from and after its date of adoption.
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PASSED, ADOPTED, AND APPROVED by the City Council of the City of Poway
at a regular meeting this 8th day of October 2002.
Michael P.
ATTEST:
L~ri ~"nne Peoples, cit~7 Cle~k
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. 02- 109 was duly adopted by the
City Council at a meeting of said City Council 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
Lo~i l~nne Peoples, City ~;lerl~
City of Poway
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