HomeMy WebLinkAbout2006-11-21; City Council; Resolution 2006-344EXHIBIT 2
1 RESOLUTION NO. 2006-344
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD APPROVING LEASE OF CARLSBAD
3 MUNICIPAL GOLF COURSE WITH THE CARLSBAD
4 PUBLIC FINANCING AUTHORITY, AND AUTHORIZING
EXECUTION OF RELATED SITE LEASES, LEASE
5 AGREEMENT AND OFFICIAL STATEMENT
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7 WHEREAS, the City of Carlsbad (the "City") and the Carlsbad Municipal Water
8 District created the Carlsbad Public Financing Authority (the "Authority") pursuant to that
9 certain Joint Exercise of Powers Agreement dated as of April 1, 2000 for the purpose of
10 financing the acquisition of public capital improvements; and
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12 WHEREAS, the City and the Authority wish to finance a portion of the costs of
13 constructing and equipping a municipal golf course to be located in the City (the "Golf
14 Course"); and
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16 WHEREAS, the Authority is authorized pursuant to the provisions of Article 4 of
17 the Joint Exercise of Powers Law (the "Bond Law"), to issue its revenue bonds for the
18 purpose of financing the acquisition and construction of public capital improvements
19 such as the Golf Course; and
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21 WHEREAS, the Board of Directors of the Authority has determined to approve
22 the issuance and sale of its not-to-exceed $21,000,000 aggregate principal amount
23 Carlsbad Public Financing Authority Revenue Bonds, 2006 Series A (Carlsbad
24 Municipal Golf Course Project) (the "Bonds") for such purpose; and
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1 WHEREAS, the City Council has conducted a public hearing on the issuance of
2 the Bonds, as required by Section 6586.5 of the Government Code; and
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4 WHEREAS, in order to better secure the Bonds, the City will lease the site upon
5 which the Golf Course will be constructed to the Authority under a Site Lease, dated as
6 of December 1, 2006, between the Authority and the City (the "Golf Course Site
7 Lease"), and will enter into a Lease Agreement, dated as of December 1, 2006,
8 between the Authority and the City, under which the City will lease the Golf Course back
9 from the Authority (the "Lease Agreement"); and
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11 WHEREAS, in order to allow the Authority to conduct other activities related to
12 the Golf Course, such as the driving range, clubhouse and maintenance shed, the City
13 will lease the sites upon which the driving range, clubhouse and maintenance shed will
14 be located (together, the "Related Facilities Site") to the Authority under a second Site
15 Lease, dated as of December 1, 2006, between the Authority and the City (the "Related
16 Facilities Site Lease"); and
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18 WHEREAS, the City Council wishes at this time to authorize certain proceedings
19 relating to the financing of the Golf Course as described herein and the execution and
20 delivery of all agreements and documents relating thereto;
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22 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
23 Carlsbad as follows:
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25 Section 1. Approval of Lease of Golf Course Site to the Authority; Golf Course
26 Site Lease. The Council hereby approves the lease of the Golf Course Site by the City
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1 to the Authority pursuant to the Golf Course Site Lease, in substantially the form on file
2 with the City Clerk, together with any changes therein or additions thereto deemed
3 advisable by the City Manager or Assistant City Manager (each, an "Authorized
4 Officer"). The Council hereby authorizes and directs an Authorized Officer to execute,
5 and the City Clerk to attest and affix the seal of the City to, said form of the Golf Course
6 Site Lease for and in the name of the City.
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8 Section 2. Approval of Lease of Related Facilities Site to the Authority; Related
9 Facilities Site Lease. The Council hereby approves the lease of the Related Facilities
10 Site by the City to the Authority pursuant to the Related Facilities Site Lease, in
11 substantially the form on file with the City Clerk, together with any changes therein or
12 additions thereto deemed advisable by an Authorized Officer. The Council hereby
13 authorizes and directs an Authorized Officer to execute, and the City Clerk to attest and
14 affix the seal of the City to, said form of the Related Facilities Site Lease for and in the
15 name of the City.
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17 Section 3. Approval of Lease of Golf Course Back From the Authority; Lease
18 Agreement. The Council hereby approves the lease of the Golf Course by the City
19 back from the Authority pursuant to and in accordance with the terms and provisions of
20 the Lease Agreement, in substantially the form on file with the City Clerk, together with
21 any changes therein or additions thereto deemed advisable by an Authorized Officer.
22 The Council hereby authorizes and directs an Authorized Officer to execute, and the
23 City Clerk to attest and affix the seal of the City to, said form of the Lease Agreement for
24 and in the name of the City so long as the aggregate principal amount of the Lease
25 Payments does not exceed $21,000,000, and so long as the interest rate used to
26 calculate the interest component of the Lease Payments does not exceed 6%. The
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1 lease of the Golf Course shall be upon the terms and conditions set forth in the Lease
2 Agreement.
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4 Section 4. Approval of Official Statement. The City Council hereby approves, and
5 hereby directs an Authorized Officer, on behalf of the City, to deem nearly final within
6 the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary
7 Official Statement describing the Bonds when, in the judgment of such Authorized
8 Officer, based upon the advice of disclosure counsel and bond counsel, such
9 preliminary statement is nearly final. Distribution of such preliminary Official Statement
10 by Stone & Youngberg LLC (the "Underwriter") is hereby approved. The Authorized
11 Officer is hereby authorized to execute the final form of the Official Statement, as it may
12 be modified by such permitted additions thereto and changes therein as the Authorized
13 Officer shall deem necessary, desirable or appropriate, and the execution of the final
14 Official Statement by the Authorized Officer shall be conclusive evidence of the
15 approval of any such additions and changes. The City Council hereby authorizes the
16 distribution of the final Official Statement by the Underwriter. The final Official
17 Statement and the Continuing Disclosure Agreement (as defined in the Indenture) shall
18 be executed in the name and on behalf of the Authority by the Authorized Officer.
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20 Section 5. Official Actions. The Authorized Officers, the City Clerk and any and all
21 other officers of the City are hereby authorized and directed, for and in the name and on
22 behalf of the City, to do any and all things and take any and all actions, including
23 execution and delivery of any and all assignments, certificates, requisitions,
24 agreements, notices, consents, instruments of conveyance, warrants and other
25 documents, which they, or any of them, may deem necessary or advisable in order to
26 consummate any of the transactions contemplated by the documents approved
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1 pursuant to this resolution. Whenever in this resolution any action is authorized to be
2 taken by an officer of the City and such officer is absent or unavailable, such action may
3 be taken on behalf of the City by any designee of such officer.
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5 Section 6. Effective Date. This resolution shall take effect from and after the date of
6 its passage and adoption.
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8 Section 7. Significant Public Benefit. As required by Section 6586.5 of the
9 Government Code, the City Council has determined the significant public benefit will be
10 achieved through the Authority's financing of the Golf Course.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council
of the City of Carlsbad on the 21st day of November, 2006, by the following vote:
AYES: Council Members Lewis, Hall, Kulchin, Packard
NOES: Council Member Sigafoose
ABSENT: None
ATTEST:
LORRAINE M. WOOD, City Clerk
(SEAL)