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HomeMy WebLinkAbout1988-06-07; City Council; Resolution 88-187* r 91 13061-03 m JHHW:WHM:pch DCh ,i EXHIBIT 1 05/13/ 05/20/88 e M6 pch 05/26/88 CITY OF CARLSBAD RESOLUTION NO. 88-187 A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINNCING DOCUMENTS, AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE AGREEMENT? APPROVING A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council of the City of Carlsbad (the "City"): WHEREAS, the City has issued notes (the nNotes") in the principal amount $6,555,000 to acquire approximately 52 acres of a eucalyptus grove commonly known "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 complt permanent financing for Hosp Grove and improvements to be made thereon; and WHEREAS, the City and the City of Carlsbad Public Improvement Corporatj (the "Corporation") propose to enter into a lease agreement, dated as of June 1, 191 (the "Lease Agreement"), whereby the City will lease Hosp Grove (the "Site") to t Corporation, and the Corporation has agreed to construct certain improvements to t Site (the "Project"), and will lease the Project and the Site to the City, and the City P lease the Project and the Site from the Corporation; and WHEREAS, for the purpose of obtaining the moneys required to be deposited bs with the Trustee to pay the Notes at maturity and to pay for financing the construction the Project, the Corporation proposes to assign and transfer certain of its rights unc the Lease Agreement to the Trustee, and in consideration of such assignment and 1 execution of: the Trust Agreement, the Trustee has agreed to execute and deli7 certificates of participation, each evidencing a fractional interest in the lease payme] made by the City under the Lease Agreement, to provide the moneys required herein be deposited by the Corporation; WHEREAS, in connection therewith, it is in the public interest and for the put benefit that the City authorize and direct execution of the Lease Agreement and cert; other financing documents in connection therewith; and '? t 0 0 WHEREAS, pursuant to the City's authorization, Rauscher Pierce Refsnes, 1 (the "Underwriter") proposes to underwrite the financing and has prepared and presen to the City a form of preliminary official statement containing information material to offering and sale of the certificates of participation described below (the "Prelimin Official Statement"); and WHEREAS, the documents below specified have been filed with the City, and members of the City Council, with the aid of its staff, have reviewed said documents; NOW, THEmFORE, it is hereby ORDERED and DETERMINED, as follows: SECTION 1. The below-enumerated documents be and are hereby approved, L the Mayor, the City Manager and the Finance Director are hereby separately authori: and directed to execute said documents, with such changes, insertions and omissions may be approved by such official, and the City Clerk is hereby authorized and directed attest to such official's signature: (a) a lease agreement, relating to the Site and the Project, between Corporation, as lessor, and the City, as lessee (the "Lease Agreement"), so long the stated term of the Lease Agreement does not extend beyond August 1, 20 so long as the principal amount of the Lease Agreement does not excl $9,000,000 and so long as the lease payments payable by the City under the Le Agreement in any twelve-month period, beginning on August 2 and ending on succeeding August 1, do not exceed $980,000; (b) a trust agreement, by and among the Corporation, the City and 'I Bank of California, National Association, San Francisco, California, as trustee (I "Trustee"), relating to the financing and the execution and delivery of certifica of participation evidencing the fractional interests of the owners thereof in le: payments to be made by the City under the Lease Agreement (the "Certificates Participation"); and (e) an Agency agreement, by and between the Corporation and the Cj pursuant to which the Corporation will appoint the City to act as its agent for purposes of the construction of the Project. SECTION 2. A purchase agreement by and between the Underwriter and the C relating to the purchase by the Underwriter of the Certificates of Participation, be an( hereby approved, and the Mayor, the City Manager and the Finance Director are hen separately authorized and directed to execute said agreement, with such chang insertions and omissions as may be approved by such official, so long as the interest r; with respect to the Certificates of Participation will not produce annual lease paymel payable under the Lease Agreement in any twelve-month period, beginning on Augus. and ending on the succeeding August 1, in excess of $980,000, so long as the princil amount of the Certificates of Participation will not exceed $9,000,000 and so long as 1 Underwriter's discount with respect to the Certificates does not exceed 1.5%. SECTION 3. The Mayor, the City Manager, the Finance Director, or any depl or assistant of the City Manager designated by the City Manager, the City Clerk a other officials of the City are hereby authorized and directed to execute such otl -2- 4 .* 0 0 Q agreements, documents and certscates as may be necessary to effect the purposes of tl resolution and the lease financing herein authorized. SECTION 4. To the best of the City’s knowledge, information and belief, t Preliminary Official Statement contains no untrue statement of a material fact wj respect to the City or omits to state a material fact with respect to the City required to stated where necessary to make any statement made therein not misleading in the lig of the circumstances under which it was made. SECTION 5. The Preliminary Offkial Statement is approved for distribution connection with the offering and sale of the Certificates of Participation. SECTION 6. The Mayor, the City Manager or the Finance Director is authoriz to approve corrections and additions to the Preliminary Official Statement by suppleme or amendment thereto, or otherwise as appropriate, provided that any such corrections additions shall be necessary to cause the information contained therein to conform wj facts material to the Certificates of Participation, or to the proceedings of the City or su corrections or additions are in form rather than in substance. SECTION 7. The Mayor, the City Manager and the Finance Director a separately authorized and directed to cause the Preliminary Official Statement to 1 brought into the form of a final offkial statement (the ”Final Official Statement”) and execute said Final Offkial Statement, dated as of the date of the sale of the Certificat of Participation, and the City Manager is authorized and directed to execute a stateme that the facts contained in the Final Official Statement, and any supplement amendment thereto (which shall be deemed an original part thereof for the purpose such statement) were, at the time of sale of the Certificates of Participation, true a1 correct in all material respects and that the Final Official Statement did not, on the da of sale of the Certificates of Participation, and does not, as of the date of delivery of tl Certificates of Participation, contain any untrue statement of a material fact with respe to the City or omit to state material facts with respect to the City required to be stat1 where necessary to make any statement made therein not misleading in the light of tl circumstances under which it was made. The Mayor, the City Manager or the Finanl Director, shall take such further actions prior to the signing of the Final Offici Statement as are deemed necessary or appropriate to verify the accuracy thereof. SECTION 8. The Final Official Statement, when prepared, is approved f; distribution in connection with the offering and sale of the Certificates of Participation. -3- 4' ' - a m e 1 ****** I hereby certify that the foregoing resolution was duly adopted at a meeting of 1 City Council of the City of Carlsbad duly held on the 7th day of June, 1988, by 1 following vote: AYES,andinfavorof: Council Members Lewis, Kulchin, Pettine, Mamaux and L: NOES: None ABSENT: None (!LcobL k. i?- City Clerk -4-