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Home My WebLink About1997-08-26; Public Improvement Corporation; Resolution 97-1RESOLUTION NO. 97-1 RESOLUTION OF THE CITY OF CARLSBAD PUBLIC IMPROVEMENT CORPORATION AUTHORIZING THE PREPARATION, SALE AND DELIVERY OF NOT TO EXCEED %7,000,000 PRINCIPAL AMOUNT OF REFUNDING CERTIFICATES OF PARTICIPATION (HOSP GROVE PROJECT) SERIES 1997 AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council (the “City Council”) of the City of Carlsbad (the “City”) has previously adopted its Resolution No. 88-187 authorizing the execution and delivery of those certain $8,690,000 Certificates of Participation (1988 Hosp Grove Project) of the City (the “Prior Certificates”); and WHEREAS, the Board of Directors (the “Board”) of the City of Carlsbad Public Improvement Corporation (the “Corporation”) has previously adopted its Resolution No. 88-06 approving the Corporation’s participation in the acquisition of the certain real property known as Hosp Grove and related public improvements for general municipal purposes (the “Project”) through the execution and delivery of the Prior Certificates; and WHEREAS, a refunding of the Prior Certificates will result in a reduction of the lease payments required to be paid by the City in connection with the Project, thereby creating a public benefit; and WHEREAS, in order to reduce its costs associated with the Project, the City now desires to refund the outstanding portion of the Prior Certificates through the execution and delivery of those certain Refunding Certificates of Participation (Hosp Grove Project) Series 1997 (the “Certificates”); and WHEREAS, in order to accomplish the refunding of the Prior Certificates, the City and the Corporation further desire to enter into that certain Site Lease, by and between the City and the Corporation (the “Site Lease”), and that certain Lease Agreement, by and between the City and the Corporation (the “Lease Agreement”), each to be dated as of the first day of the month in which the Certificates are executed and delivered, the forms of which have been presented to the Corporation for approval; and WHEREAS, pursuant to the Site Lease, the Corporation will agree to lease certain real property, improvements, furnishings and equipment described therein (the “Leased Property”) from the City and pursuant to the Lease Agreement the City will agree to lease back the Leased Property from the Corporation and to pay certain lease payments in connection therewith; and WHEREAS, the Corporation desires to assign certain rights under the Site Lease and the Lease Agreement, including its right to receive such lease payments from the City, to the Trustee pursuant to 505047.4\22062.0023 an Assignment Agreement to be dated as of the first day of the month in which such Assignment Agreement is executed by the parties thereto, between the Corporation and the Trustee (the “Assignment Agreement”), the form of which has been presented to the Corporation for approval; and WHEREAS, there has been presented to the Corporation for approval the form of a Purchase Agreement (the “Purchase Agreement”) to be entered into by the City and Dean Witter Reynolds Inc. (the “Purchaser”) pursuant to which the Purchaser will agree to buy the Certificates on the terms and conditions set forth therein; and WHEREAS, there has been presented to the Corporation for approval the form of a Preliminary Official Statement to be delivered to prospective purchasers of the Certificates; NOW, THEREFORE, the City of Carlsbad Public Improvement Corporation does hereby resolve, determine and order as follows: SECTION 1. Each of the foregoing recitals is true and correct. SECTION 2. The Corporation hereby authorizes the preparation, sale and delivery of the Certificates in an aggregate principal amount not to exceed $7,000,000 in accordance with the terms and provisions of the Trust Agreement. The proceeds of the Certificates shall be expended to refund the Prior Certificates and to provide for a reserve fund, if required, and for payment of the costs of the sale and delivery of the Certificates. SECTION 3. The Corporation hereby approves the appointment by the City of First Trust of California, National Association, to act as Trustee on behalf of the owners of the Certificates, with the duties and powers of the Trustee as set forth in the Trust Agreement. SECTION 4. The forms of the Escrow Agreement, the Site Lease, the Lease Agreement, the Trust Agreement and the Assignment Agreement presented at this meeting are hereby approved. Each of the Chairman, the Executive Director and Secretary of the Corporation are hereby authorized to execute, acknowledge and deliver any and all documents required to consummate the transactions contemplated by the Site Lease, the Lease Agreement, the Trust Agreement and the Assignment Agreement and this Resolution. Each of the Chairman, the Executive Director and the Secretary of the Corporation are hereby authorized for and in the name of the Corporation to execute and deliver the Site Lease, the Lease Agreement, the Trust Agreement and the Assignment Agreement in substantially the forms hereby approved, with such additions thereto and changes therein as are recommended or approved by Stradling, Yocca., Carlson & Rauth, a Professional Corporation, as Special Counsel to the City (“Special Counsel”), and approved by the officer or officers executing the same, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 5. The form of the Certificates as set forth in the Trust Agreement (as the Trust Agreement may be modified pursuant to the preceding section hereof) is hereby approved. SECTION 6. The form of the Purchase Agreement presented at this meeting is hereby approved and the sale of the Certificates pursuant thereto is hereby consented to by the Corporation; provided that the aggregate principal amount of the Certificates does not exceed $7,000,000, the present value of the debt service payments due with respect to the Certificates is at least 3.5 percent less than the present value of the debt service payments due with respect to the Prior Certificates (as 505047.4l22062.0023 2 set forth in writing by the City and/or the Purchaser) and the discount paid to the Purchaser (exclusive of original issue discount and any bond insurance premium) with respect to the Certificates does not exceed 1.5% of the aggregate principal amount of the Certificates. SECTION 7. The Corporation consents to the preparation and distribution by the City of a Preliminary Official Statement to prospective purchasers of the Certificates in the form deemed final by the City for purposes of Rule 15~2-12 of the Securities and Exchange Commission and to the preparation of a final Official Statement in substantially the form of the Preliminary Official Statement, with such additions thereto and changes therein as are recommended or approved by the City Attorney, and approved by the officer or officers executing the same on behalf of the City. SECTION 8. The President, Vice President, Executive Director, Secretary and other officers of the Corporation are hereby authorized, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary and advisable in order to consummate the sale and delivery of the Certificates and otherwise effectuate the purposes of the Resolution and such actions previously taken by such officers are hereby ratified. SECTION 9. In the event the President is unavailable or unable to execute and deliver any of the above-referenced documents, any other member of the Board of the Corporation may validly execute and deliver such documents, and any documents required to be signed by the Secretary may be signed by any deputy secretary. SECTION 10. This Resolution shall take effect from and after its date of adoption. ADOPTED, SIGNED AND APPROVED THIS @’ day of August, 1997. President of the City of Carlsbad Public Improvement Corporation ATTEST: Secretary of the City of Carlsbad Public Improvement Corporation STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) Aletha L. Rautenkranz I, I , Secretary of the City of Carlsbad Public Improvement Corporation, do hereby certify that the above and foregoing Resolution was duly and regularly adopted by the Board of Directors of said Corporation at a regular meeting held on the 26th day of August , 1997, and that it was so adopted by the following vote: AyES: Board Members Lewis, Finnila, Nygaard and Hall NOES: None ABSENT: Board Member Kulchin ABSTAIN: None Secretary of the City of Carlsbad Public Improvement Corporation 505047.4i22062.0023