HomeMy WebLinkAbout2006-11-21; Public Financing Authority; Resolution 25Exhibit 1
1 RESOLUTION NO. 25
2 A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE CARLSBAD PUBLIC FINANCING AUTHORITY
3 AUTHORIZING THE ISSUANCE AND SALE OF NOT TO
4 EXCEED $21,000,000 PRINCIPAL AMOUNT OF
REVENUE BONDS, APPROVING RELATED INDENTURE
5 OF TRUST, SITE LEASES, LEASE AGREEMENT,
ASSIGNMENT AGREEMENT, OFFICIAL STATEMENT
6 AND BOND PURCHASE AGREEMENT, AND
AUTHORIZING RELATED DOCUMENTS AND OFFICIAL
7 ACTIONS
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10 WHEREAS, the City of Carlsbad (the "City") and the Carlsbad Municipal Water District
11 created the Carlsbad Public Financing Authority (the "Authority") pursuant to that certain
12 Joint Exercise of Powers Agreement dated as of April 1, 2000 for the purpose of
13 financing the acquisition of public capital improvements; and
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15 WHEREAS, the Authority and the City wish to finance a portion of the costs of
16 constructing and equipping a municipal golf course to be located in the City (the "Golf
17 Course"); and
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19 WHEREAS, the Authority is authorized pursuant to the provisions of Article 4 of the
20 Joint Exercise of Powers Law (the "Bond Law"), to issue its revenue bonds for the
21 purpose of financing the acquisition and construction of public capital improvements
22 such as the Golf Course; and
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24 WHEREAS, the Authority, after due investigation and deliberation, has determined that
it is in the interests of the Authority at this time to provide for the issuance of its
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Exhibit 1
1 Revenue Bonds under the Bond Law to finance the costs of acquiring and constructing
2 the Golf Course; and
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4 WHEREAS, the Board of Directors of the Authority (the "Board of Directors") has
5 determined to approve the issuance and sale of its Carlsbad Public Financing Authority
6 Revenue Bonds, 2006 Series A (Carlsbad Municipal Golf Course Project) (the "Bonds")
7 for such purpose; and
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9 WHEREAS, the Bonds will be issued pursuant to an Indenture of Trust, dated as of
10 December 1, 2006, between The Bank of New York Trust Company, N.A. (the
11 "Trustee") and the Authority (the "Indenture"); and
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13 WHEREAS, as required by Section 6586.5 of the Government Code,, the City Council
14 of the City has conducted a public hearing on the issuance of the Bonds; and
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16 WHEREAS, in order to better secure the Bonds, the City will lease the Golf Course to
17 the Authority under a Golf Course Site Lease, dated as of December 1, 2006, between
18 the Authority and the City (the "Golf Course Site Lease"), and will enter into a Lease
19 Agreement, dated as of December 1, 2006, between the Authority and the City, under
20 which the Authority will lease the Golf Course back to the City (the "Lease Agreement");
21 and
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23 WHEREAS, in order to allow the Authority to conduct other activities related to the Golf
24 Course, such as the driving range, clubhouse and maintenance shed, the City will lease
25 the sites upon which the driving range, clubhouse and maintenance shed will be located
26 (together, the "Related Facilities Site") to the Authority under a second Site Lease,
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iff
Exhibit 1
1 dated as of December 1, 2006, between the Authority and the City (the "Related
2 Facilities Site Lease"); and
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4 WHEREAS, the Authority will assign its rights under the Lease Agreement to the
5 Trustee pursuant to an Assignment Agreement, dated as of December 1, 2006,
6 between the Authority and the Trustee; and
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8 WHEREAS, the Board of Directors has duly considered such transactions and wishes
9 at this time to authorize the issuance and sale of the Bonds and the documents and
10 actions relating thereto;
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12 NOW, THEREFORE, be it RESOLVED, DETERMINED and ORDERED by the Board
13 of Directors of the Carlsbad Public Financing Authority as follows:
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15 SECTION 1. The Board of Directors hereby authorizes the issuance of the Bonds
16 under and pursuant to the Bond Law and the Indenture in the aggregate principal
17 amount of not to exceed $21,000,000 for the purpose of financing the costs of acquiring
18 and constructing the Golf Course, as set forth in the recitals of this Resolution. The
19 Board of Directors hereby approves the Indenture in substantially the form on file with
20 the Secretary, together with any changes therein or additions thereto approved by the
21 Executive Director, the Chairman, the Treasurer and the Auditor (each, an "Authorized
22 Officer"). An Authorized Officer is hereby authorized and directed to execute, and the
23 Secretary is hereby authorized and directed to attest and affix the seal of the Authority
24 to, the final form of the Indenture in the name and on behalf of the Authority. The Board
25 of Directors hereby authorizes the delivery and performance of the Indenture.
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Exhibit 1
1 SECTION 2. The Board of Directors hereby approves the lease of the Related Facilities
2 Site from the City to the Authority pursuant to the Related Facilities Site Lease, in
3 substantially the form on file with the Secretary, together with any changes therein or
4 additions thereto deemed advisable by an Authorized Officer. The Board of Directors
5 hereby authorizes and directs an Authorized Officer to execute, and the Secretary to
6 attest and affix the seal of the Authority to, said form of the Related Facilities Site Lease
7 for and in the name of the Authority.
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9 SECTION 3. The Board of Directors hereby approves the lease of the site upon which
10 the Golf Course is to be constructed from the City pursuant to the Golf Course Site
11 Lease, in substantially the form on file with the Secretary, together with any changes
12 therein or additions thereto deemed advisable by an Authorized Officer. The Board
13 hereby authorizes and directs the Authorized Officer to execute, and the Secretary to
14 attest, said form of the Site Lease for and in the name of the Authority.
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16 SECTION 4. The Board of Directors hereby approves the lease of the site upon which
17 the Golf Course is to be constructed to the City pursuant to and in accordance with the
18 terms and provisions of the Lease Agreement, in substantially the form on file with the
19 Secretary, together with any changes therein or additions thereto deemed advisable by
20 the Authorized Officer. The Board of Directors hereby authorizes and directs the
21 Authorized Officer to execute, and the Secretary to attest and affix the seal of the
22 Authority to, said form of the Lease Agreement for and in the name of the Authority.
23 The lease of the Golf Course shall be upon the terms and conditions set forth in the
24 Lease Agreement.
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Exhibit 1
1 SECTION 5. The Board of Directors hereby approves the assignment by the Authority
2 of its right to receive Lease Payments from the City pursuant to and in accordance with
3 the terms and provisions of the Assignment Agreement, in substantially the form on file
4 with the Secretary, together with any changes therein or additions thereto deemed
5 advisable by the Authorized Officer. The Board of Directors hereby authorizes and
6 directs the Authorized Officer to execute, and the Secretary to attest and affix the seal
7 of the Authority to, said form of the Assignment Agreement for and in the name of the
8 Authority.
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10 SECTION 6. The Board of Directors hereby approves the sale of the Bonds by
11 negotiation with Stone & Youngberg LLC (the "Underwriter"). The Board of Directors
12 hereby authorizes, and delegates all necessary authorization to, the Authorized Officer
13 to undertake and complete the proceedings for the negotiated sale of the Bonds in
14 accordance with this Resolution and the Purchase Agreement on file with the Secretary,
15 which the Treasurer is hereby authorized and directed to execute, subject to the
16 limitations hereinafter set forth. The Bonds shall be sold in a principal amount of not-to-
17 exceed $21,000,000, at interest rates that shall not exceed 6%, and for a purchase
18 price which reflects a discount paid to the Underwriter of not-to-exceed 1.25%of the
19 principal amount of the Bonds.
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21 SECTION 7. The Board of Directors hereby approves, and hereby directs the
22 Authorized Officer, on behalf of the Authority, to deem nearly final within the meaning of
23 Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement
24 describing the Bonds when, in the judgment of such Authorized Officer, based upon the
25 advice of disclosure counsel and bond counsel, such preliminary statement is nearly
26 final. Distribution of such preliminary Official Statement by the Underwriter is hereby
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Exhibit 1
1 approved. The Authorized Officer is hereby authorized to execute the final form of the
2 Official Statement, as it may be modified by such permitted additions thereto and
3 changes therein as the Authorized Officer shall deem necessary, desirable or
4 appropriate, and the execution of the final Official Statement by the Authorized Officer
5 shall be conclusive evidence of the approval of any such additions and changes. The
6 Board of Directors hereby authorizes the distribution of the final Official Statement by
7 the Underwriter. The final Official Statement and the Continuing Disclosure Agreement
8 (as defined in the Indenture) shall be executed in the name and on behalf of the
9 Authority by the Authorized Officer.
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11 SECTION 8. This Resolution shall take effect from and after the date of its passage
12 and adoption.
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PASSED, APPROVED AND ADOPTED at a Special Meeting of the Carlsbad
Public Financing Authority held on the 21st day of November, 2006, by the following
vote:
AYES: Board Members Lewis, Hall, Kulchin, Packard
NOES: Board Member Sigafoose
ABSENT: None
airman of the Board
ATTEST:
LORRAINE M. WOOD, Secretary
<SEAL>
Exhibit 1
1 STATE OF CALIFORNIA )
2 )ss
3 COUNTY OF SAN DIEGO )
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6 I, Sheila Cobian . Secretary of the Carlsbad Public Financing Authority, do hereby
7 certify that the foregoing Resolution, being Resolution No. 25 . was duly adopted by
8 the Board of Directors of the Carlsbad Public Financing Authority at a regular meeting of
9 the Board of Directors held on 11/21 . 2006, and thereafter was duly signed by the
10 Chairperson of the Carlsbad Public Financing Authority.
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^—^14 Secretary
jilfe
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