Res 15-012RESOLUTION NO. 15 -012
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF POWAY, CALIFORNIA, AS SUCCESSOR AGENCY
TO THE POWAY REDEVELOPMENT AGENCY,
AUTHORIZING THE EXECUTION AND DELIVERY
OF AN OFFICIAL STATEMENT FOR THE SUCCESSOR
AGENCY'S TAX ALLOCATION REFUNDING BONDS,
APPROVING THE FORMS OF A BOND PURCHASE
AGREEMENT, A CONTINUING DISCLOSURE
AGREEMENT, AND FOUR ESCROW AGREEMENTS
IN CONNECTION THEREWITH, AND AUTHORIZING
CERTAIN RELATED ACTIONS
WHEREAS, the Poway Redevelopment Agency (the "Prior Agency ") was a public
body, corporate and politic, duly created, established and authorized to transact
business and exercise its powers under and pursuant to the provisions of the
Community Redevelopment Law (Part 1 of Division 24 (commencing with Section
33000) of the Health and Safety Code of the State of California (the "Health and Safety
Code ")) (the "Redevelopment Law "), and the powers of the Prior Agency included the
power to issue bonds for any of its corporate purposes; and
WHEREAS, a Redevelopment Plan for the Paguay Redevelopment Project Area
(the " Paguay Redevelopment Project "), in the City of Poway (the "City "), was adopted
and approved by Ordinance No. 117, adopted by the City Council of the City of Poway
(the "City Council ") on December 13, 1983, and subsequently amended various times in
compliance with all requirements of the Redevelopment Law (as in effect on the
respective dates thereof); and
WHEREAS, the Prior Agency has previously issued its Paguay Redevelopment
Project, Tax Allocation Refunding Bonds, Series 2000 (the "2000 Bonds "); and
WHEREAS, the Prior Agency has previously issued its Paguay Redevelopment
Project, Tax Allocation Bonds, Series 2001 (the "2001 Bonds "); and
WHEREAS, the Prior Agency has previously issued its Paguay Redevelopment
Project, Tax Allocation Bonds, Series 2003 (the "2003 Bonds "); and
WHEREAS, the Prior Agency has previously issued its Paguay Redevelopment
Project, Tax Allocation Refunding Bonds, Series 2007 (the "2007 Bonds "), and
WHEREAS, pursuant to Parts 1.8 (commencing with Section 34161) and 1.85
(commencing with Section 34170) of Division 24 of the Health and Safety Code (as
heretofore amended, the "Dissolution Act "), enacted by AB X1 26 in June 2011, and the
California Supreme Court's decision in California Redevelopment Association, et al. v.
Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Prior Agency was dissolved as of
February 1, 2012; and
Resolution No. 15 -012
Page 2
WHEREAS, pursuant to the Dissolution Act, the Successor Agency to the Poway
Redevelopment Agency (the "Successor Agency ") was constituted as a separate public
entity from the City; and
WHEREAS, Section 34177.5(a)(1) of the Dissolution Act specifically authorizes
the issuance of refunding bonds by the Successor Agency to refund outstanding bonds
for the purpose of reducing debt service and providing savings to the Successor
Agency; and
WHEREAS, to refund the 2000 Bonds, the 2001 Bonds, the 2003 Bonds, and the
2007 Bonds, or such portion thereof as the Successor Agency may determine in its
discretion in consultation with its financial advisor (collectively, the "Refunded Bonds "),
for the purpose of reducing debt service and providing savings to the Successor
Agency, the Successor Agency wishes at this time to issue bonds in the approximate
aggregate principal amount of One Hundred Eighty -Five Million Dollars ($185,000,000)
(the "2015 Bonds "), secured by a pledge of property tax revenues authorized by
Sections 34177.5(a) and (g) of the Health and Safety Code, all pursuant to the
provisions of Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California
Government Code (the "Bond Law "); and
WHEREAS, the Successor Agency has previously approved and adopted its
Resolution No. 15 -007, approving the issuance of the 2015 Bonds as a single issue, or
in separate series, as determined by the Successor Agency in consultation with Bond
Counsel to comply with federal tax laws, and the form of an Indenture of Trust, at its
meeting on March 17, 2015; and
WHEREAS, in accordance with the provisions of Section 4 of Resolution No. 15-
007, the Successor Agency desires at this time to approve the form of a Bond Purchase
Agreement, as well as the forms of certain other documents required in connection with
the issuance of the 2015 Bonds;
WHEREAS, the forms of a Bond Purchase Agreement, a Preliminary Official
Statement (including therein the form of a Continuing Disclosure Agreement), and four
Escrow Agreements are on file with the City Clerk of the City, as Successor Agency;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF POWAY AS
SUCCESSOR AGENCY TO THE POWAY REDEVELOPMENT AGENCY DOES
HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS:
Section 1. Each of the foregoing recitals is true and correct and is a
substantive part of this Resolution.
Section 2. The Bond Purchase Agreement (the "Bond Purchase Agreement "),
proposed to be entered into by and between the Successor Agency and Stifel, Nicolaus
& Company, Inc., as representative of itself, Morgan Stanley & Co. LLC, and Citigroup
Global Markets Inc. (collectively, the "Underwriter "), in substantially the form submitted
at this meeting and made a part hereof as though set forth in full herein, is hereby
Resolution No. 15 -012
Page 3
approved. Each of the Mayor (or in his absence, the Deputy Mayor) and the City
Manager (each, an "Authorized Officer ") is hereby authorized and directed, for and in
the name and on behalf of the Successor Agency, to execute and deliver the Bond
Purchase Agreement in the form presented at this meeting, with such changes,
insertions and omissions as may be approved by the Authorized Officer executing the
same in consultation with Bond Counsel, said execution being conclusive evidence of
such approval; provided, however, that the Bond Purchase Agreement shall be signed
only if the terms of the agreement are such that (i) the total interest cost to maturity on
the 2015 Bonds plus the principal amount of the 2015 Bonds will not exceed the total
remaining interest cost to maturity on the Refunded Bonds plus the remaining principal
of the Refunded Bonds, and (ii) the principal amount of the 2015 Bonds will not exceed
the amount required to defease the Refunded Bonds, to establish a customary debt
service reserve fund, and to pay related costs of issuance.
Section 3. The Preliminary Official Statement relating to the 2015 Bonds (the
"Preliminary Official Statement "), in substantially the form presented and on file with the
City Clerk, is hereby approved. Each Authorized Officer, acting singly, is hereby
authorized and directed, for and in the name and on behalf of the Successor Agency, to
cause the Preliminary Official Statement in substantially said form, with such additions
or changes therein as such Authorized Officer may approve, to be deemed final for the
purposes of Rule 15c2 -12 of the Securities and Exchange Act of 1934 ( "Rule 15c2 -12 ").
The Underwriter is hereby authorized to distribute the Preliminary Official Statement to
prospective purchasers of the 2015 Bonds in substantially the form hereby approved,
together with such additions thereto and changes therein as are determined necessary
by any one of the Authorized Officers to make the Preliminary Official Statement final as
of its date for purposes of Rule 15c2 -12, including, but not limited to, such additions and
changes as are necessary to make all information set forth therein accurate and not
misleading.
Section 4. The preparation and delivery of an Official Statement, and its use
by the Successor Agency and the Underwriter, in connection with the offering and sale
of the 2015 Bonds, 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, Disclosure Counsel,
or the Underwriter and approved by any one of the Authorized Officers, such approval
to be conclusively evidenced by the execution and delivery thereof by such Authorized
Officer. Each Authorized Officer, acting singly, is hereby authorized and directed to
execute the final Official Statement and any amendment or supplement thereto, for and
in the name and on behalf of the Successor Agency, and thereupon to cause the final
Official Statement and any such amendment or supplement to be delivered to the
Underwriter. The Underwriter is further authorized to distribute the final Official
Statement for the 2015 Bonds and any amendment or supplement thereto to the
purchasers of the 2015 Bonds upon its execution on behalf of the Successor Agency as
described above.
Section 5. The Continuing Disclosure Agreement in substantially the form
appended to the Preliminary Official Statement, is hereby approved. Each Authorized
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Officer, acting singly, is hereby authorized and directed, for and in the name and on
behalf of the Successor Agency, to execute and deliver the Continuing Disclosure
Agreement in the form presented at this meeting with such changes, insertions and
omissions as may be approved by such Authorized Officer in consultation with
Disclosure Counsel, said execution being conclusive evidence of such approval.
Section 6. The Escrow Agreement relating to the 2000 Bonds (the "2000
Bonds Escrow Agreement "), in substantially the form submitted at this meeting and
made a part hereof as though set forth in full herein, is hereby approved. Each
Authorized Officer, acting singly, is hereby authorized and directed, for and in the name
and on behalf of the Successor Agency, to execute and deliver the 2000 Bonds Escrow
Agreement in the form presented at this meeting with such changes, insertions and
omissions as may be requested by Bond Counsel and approved by such Authorized
Officer, said execution being conclusive evidence of such approval.
Section 7. The Escrow Agreement relating to the 2001 Bonds (the "2001
Bonds Escrow Agreement "), in substantially the form submitted at this meeting and
made a part hereof as though set forth in full herein, is hereby approved. Each
Authorized Officer, acting singly, is hereby authorized and directed, for and in the name
and on behalf of the Successor Agency, to execute and deliver the 2001 Bonds Escrow
Agreement in the form presented at this meeting with such changes, insertions and
omissions as may be requested by Bond Counsel and approved by such Authorized
Officer, said execution being conclusive evidence of such approval.
Section 8. The Escrow Agreement relating to the 2003 Bonds (the "2003
Bonds Escrow Agreement "), in substantially the form submitted at this meeting and
made a part hereof as though set forth in full herein, is hereby approved. Each
Authorized Officer, acting singly, is hereby authorized and directed, for and in the name
and on behalf of the Successor Agency, to execute and deliver the 2003 Bonds Escrow
Agreement in the form presented at this meeting with such changes, insertions and
omissions as may be requested by Bond Counsel and approved by such Authorized
Officer, said execution being conclusive evidence of such approval.
Section 9. The Escrow Agreement relating to the 2007 Bonds (the "2007
Bonds Escrow Agreement "), in substantially the form submitted at this meeting and
made a part hereof as though set forth in full herein, is hereby approved. Each
Authorized Officer, acting singly, is hereby authorized and directed, for and in the name
and on behalf of the Successor Agency, to execute and deliver the 2007 Bonds Escrow
Agreement in the form presented at this meeting with such changes, insertions and
omissions as may be requested by Bond Counsel and approved by such Authorized
Officer, said execution being conclusive evidence of such approval.
Section 10. The Authorized Officers, the Assistant City Manager, the Director of
Administrative Services, and all other officers of the City, on behalf of the Successor
Agency, are hereby authorized and directed, jointly and severally, to execute and
deliver any and all documents and instruments, relating to the 2015 Bonds, and to do
and cause to be done any and all acts and things (including, but not limited to, obtaining
Resolution No. 15 -012
Page 5
a reserve fund surety bond, a bond insurance policy or other types of credit
enhancement), which they may deem necessary or proper to effectuate the purposes of
this Resolution, and any such actions previously taken by such officers are hereby
ratified and confirmed.
Section 11. This Resolution shall take effect immediately upon its adoption.
IN WITNESS WHEREOF, this Resolution is adopted and approved by the City Council
of the City of Poway as Successor Agency to the Poway Redevelopment Agency this
19th day of May 2015.
ATTEST:
Sheila C8`bian, City Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO ) ss
CITY OF POWAY
Steve Vaus, Mayor
SECRETARY'S CERTIFICATE
RE ADOPTION OF RESOLUTION
I, Sheila R. Cobian, CIVIC, the City Clerk of the City of Poway DO HEREBY
CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City
of Poway as Successor Agency to the Poway Redevelopment Agency at a regular
meeting held on the 19th day of May 2015, and that the same was passed and adopted
by the following vote:
AYES: LEONARD, CUNNINGHAM, MULLIN, GROSCH, VAUS
NOES: NONE
ABSENT: NONE
DISQUALIFIED: NONE
ti
Sheil R. Cobian, CIVIC, City Clerk of
the City of Poway as Successor Agency
to the Poway Redevelopment Agency
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO ) ss
CITY OF POWAY
Resolution No. 15 -012
Page 6
SECRETARY'S CERTIFICATE
OF AUTHENTICATION
I, Sheila R. Cobian, CIVIC, the City Clerk of the City of Poway, DO HEREBY
CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No.
15 -012 of the City Council of the City of Poway as Successor Agency to the Poway
Redevelopment Agency and that said Resolution was adopted at the time and by the
vote stated on the above certificate, and has not been amended or repealed.
,Jul
Sheila RL. Cobian, CM Z, City .Clerk of the
City of Poway as Successor Agency to
the Poway Redevelopment Agency