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HomeMy WebLinkAbout1997-08-26; City Council; Resolution 97-577d 0 RESOLUTION NO. 97-577 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD 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 Nos. 88-1 87 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 WHEWAS, the Board of Directors (the "Board") of the City of Carlsbad Public Improvement Corporation (the Torporation") has previously adopted its Resolution No. 88-06 approving the Corporation's participation in the acquisition and construction of certain property acquired for municipal purposes known as Hosp Grove and certain related improvements (the "Project1') through the execution and delivery of the Prior Certificates; and WHEREAS, a rehding 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 WHEEAS, in order to reduce its costs associated with the Project, the City now desires to refund the outstanding portion of the Prior Certificates by causing the execution and delivery of those certain Refunding Certificates of Participation (Hosp Grove Project) Series 1997 (the "Certificates") and the entering into by the City of that certain Escrow Agreement, to be dated as of September 1, 1997, by and between the City and First Trust of California, National Association (the "Escrow Agent"), the form of which has been presented to thls City Council at the meeting at which this Resolution has been adopted (the "Escrow Agreement"). 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 September 1, 1997, the forms of which have been presented to this City Council at the meeting at which this Resolution has been adopted; 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 50531 1.4\22062.0023 0 WHEREAS, the Lease payments to be made by the City under the Lease Agreement will be assigned by the Corporation to the Trustee (as defined below) for the benefit of the owners of the Certificates to be executed and delivered pursuant to a Trust Agreement, to be dated as of September 1, 1997, by and among First Trust of California, National Association, as trustee (the "Trustee"), the City and the Corporation (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 City Council desires to consent to the assignment of certain of the Corporation'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 Corporation and the Trustee, to be dated as of September 1,1997 (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 Dean Witter Reynolds Inc. (the "Purchaser"), pursuant to which the Purchaser will agree to buy the Cerhficates on the terms and conditions set forth therein, the form of whch has been presented to this City Council at the meeting at which this Resolution has been adopted; 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 (the "Disclosure Agreement") between the City and the Trustee, the form of which has been presented to this City Council at the meeting at which the Resolution has been adopted; NOW, THEREFORE7 BE IT RESOLVED by the City Council of the City of Carlsbad that: Section 1. Each of the foregoing recitals is true and correct. The City Council hereby finds and determines that the total rental to be paid under the Lease Agreement does not exceed the fair rental value of the Leased Property. Section 2. This City Council hereby consents to the preparation, sale and delivery of the Certificates in an aggregate amount of not to exceed $7,000,000 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 or the Financial Management Director to refund and defease the Prior Certificates. The proceeds of the Certificates shall be expended to refund and defease the Prior Certificates and to provide for a reserve fund, if any, and the costs of the preparation, sale and delivery of the Certificates. Section 3. First Trust of California, National Association 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, and First Trust of California, National Association is hereby appointed as the Escrow Agent with the duties and powers of the Escrow Agent as set forth in the Escrow Agreement. 5053 1 1.4\22062.O023 -2- W w Section 4. The forms of the Escrow Agreement, the Site Lease, the Lease Agreement, the Trust Agreement, the Disclosure Agreement and the Assignment Agreement presented at this meeting are hereby approved. Each of the Mayor, the City Manager, the Financial Management Director and the City Clerk is hereby authorized for and in the name of the City to execute the Escrow Agreement, the Site Lease, the Lease Agreement, the 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, a Professional Corporation, as Special Counsel to the City ("Special Counsel"), or the City Attorney and the officer or 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 one or more of the authorized officers. The Mayor, the City Manager, the Financial Management Director and the City Clerk each is hereby authorized to execute, acknowledge and deliver any and all documents required to consummate the transactions contemplated by the Escrow Agreement, the Site Lease, the Lease Agreement, the Disclosure Agreement, the Trust Agreement and the Assignment 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, the City Manager and the Financial Management Director 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 or the City Attorney 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 $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 set forth in writing by the City's Financial Advisor or the Purchaser) and the Purchaser's discount (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. The Financial Management Director, 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 Financial Management Director, or his designee, to make such Preliminary Official Statement final as of its date for purposes of Rule 15~2-12 of the Securities and Exchange Commission. Each of the Mayor 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 Financial Management Director, or his designee, and the officer executing the same to make such Official Statement complete and accurate as of its date. The Purchaser is 5053 11.4\22062.0023 -3 - 0 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, the Financial Management Director and their written designees 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. Section 8. The City has previously selected Stradling, Yocca, Carlson & Rauth, a Professional Corporation, to act as the legal advisor to the City on certain aspects of the execution and delivery of the Certificates, and hereby authorizes the City Manager and the Financial Management Director to execute the Special Counsel Agreement for Certificates of Participation substantially in the form which has been presented to this City Council. The Mayor, the City Manager, the Financial Management Director 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, including the refunding and defeasance of the Prior Certificates, and such actions previously taken by such officers are hereby ratified and confirmed. In the event the Mayor 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 9. This Resolution shall take effect from and after its date of adoption. ADOPTED, SIGNED AND APPROVED this 26th day of August , 1997. ATTEST: rn City Clerk I 5053 11.4\22062.0023 -4- . w 0 STATE! OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ) ss. Aletha L. Rautenkranz I, / 3 City Clerk of the City Council of the City of Carlsbad, hereby certify that the above and foregoing Resolution was duly and regularly adopted by the said Board at a regular meeting thereof held on the m day of August , 1997, and that it was so adopted by the following vote: AYES: Council Members Lewis, Finnila, Nygaard, and Hall NOES: None ABSENT: Council Member Kulchin ABSTAIN: None TN WITNESS WHEREOF, I have hereunto set my hand and seal th~s 2nd day of September, 1997. &A. 64- Q- I City Clerk 5053 11.4\22062.0023 * 0 STATE OF CALIFORNIA 1 COUNTY OF SAN DIEGO 1 ) ss. Aletha L. Rautenkranz I, I , City Clerk of the City Council of the City of Carlsbad, do hereby certify that the above and foregoing Resolution is a full, true and correct copy of Resolution No. 97-577 of said City Council, and that the same has not been amended or repealed as of the date hereof. DATED: September 2,1997. fl LLktL 2. V&A City Clerk (SEAL) 5053 11.4\22062.0023