HomeMy WebLinkAbout1988-06-07; Public Improvement Corporation; Resolution 88-6# . , 13061-03 JHHW:WHM:pch
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4 EXHIBIT 6
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CITY OF CARLSBAD PUBLIC IMPROVEMENT CORPORATION
RESOLUTIONNO.88-6
A RESOLUTION APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF CERTMN LEASE FINANCING
DOCUMENTS AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City of Carlsbad Public Improvement Corporation (the
“Corporation”):
WHEREAS, the City of Carlsbad (the “City”) has issued notes (the “Notes”) in the
principal amount of $6,555,000 to acquire approximately 52 acres of a eucalyptus grove
commonly known as “Hosp Grove” for general municipal purposes and presently zoned
open space; and
WHEREAS, the Notes mature on June 30, 1988, and the City wishes to complete
permanent financing for Hosp Grove and improvements to be made thereon; and
WHEREAS, the City and the Corporation proposes to enter into a lease agreement
dated as of June 1, 1988 (the “Lease Agreement”), whereby the City will lease Hosp
Grove (the “Site”) to the Corporation, and the Corporation will construct certain
improvements to the Site (the “Project”), and will lease the Project and the Site to the
City, and the City will lease the Project and the Site from the Corporation; and
WHEREAS, for the purpose of obtaining the moneys required to be deposited by it
with the Trustee to pay the Notes at maturity and to pay for financing the construction of
the Project, the Corporation proposes to assign and transfer certain of its rights under
the Lease Agreement to the Trustee, and in consideration of such assignment and the
execution of this Trust Agreement, the Trustee has agreed to execute and deliver
certificates of participation, each evidencing a fractional interest in the lease payments
made by the City under the Lease Agreement, to provide the moneys required herein to
be deposited by the Corporation; and
WHEREAS, in connection therewith, it is in the public interest and for the public
benefit that the Corporation authorize and direct execution of the Lease Agreement and
certain other financing documents in connection therewith; and
WHEREAS, pursuant to the City’s authorization, Rauscher Pierce Refsnes, Inc.
(the “Underwriter”) proposes to underwrite the financing and will purchase the
certificates of participation described below; and
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WHEREAS, the documents below specified have been filed with the Corporation,
and the members of the Corporation, with the aid of its staff, have reviewed said
documents; and
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
SECTION 1. The below-enumerated documents be and are hereby approved, and
the President, or the Vice-President, are hereby authorized and directed to execute said
documents, with such changes, insertions and omissions as may be approved by such
official, and the Secretary of the Corporation is hereby authorized and directed to attest
to such official’s signature:
(a) a lease agreement, relating to the Site and the Project, between the
Corporation, as lessor, and the City, as lessee (the “Lease Agreement”);
(b) a trust agreement, by and among the Corporation, the City and The
Bank of California, National Association, California, as trustee (the “Trustee”),
relating to the financing and the execution and delivery of certificates of
participation evidencing the proportionate interests of the owners thereof in lease
payments to be made by the City under the Lease Agreement (the “Certificates of
Participation”);
(c) an agency agreement, by and between the Corporation and the City,
pursuant to which the Corporation will appoint the City to act as its agent for the
purposes of the construction of the Project; and
(d) an assignment agreement, by and between the Corporation and the
Trustee, pursuant to which the Corporation will assign certain of its rights under
the Lease Agreement, including its right to receive lease payments thereunder, to
the Trustee.
SECTION 2. The President, Vice-President, , Secretary and other officials of the
Corporation are hereby authorized and directed to execute such other agreements,
documents and certificates as may be necessary to effect the purposes of this resolution
and the lease financing herein authorized.
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I hereby certify that the foregoing resolution was duly adopted at a meeting of the
City of Carlsbad Public Improvement Corporation held on the 7th day of June, 1988, by
the following vote:
AYES, and in favor of: Lewis, Kulchin, Pettine, Mamaux and Larson
NOES: None
ABSENT: None
dQ& Secretary
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