HomeMy WebLinkAbout1996-12-03; City Council; Resolution 96-413h
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RESOLUTION NO. 9 6 - 4 13
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD APPROVING AN AMENDED AND RESTATED
INSTALLMENT PURCHASE AGREEMENT FOR THE
REFUNDING OF CERTAIN OBLIGATIONS RELATING TO
THE ENCINA WATER POLLUTION CONTROL FACILITY
AND APPROVING CERTAIN DOCUMENTS AND ACTIONS
IN CONNECTION THEREWITH
WHEREAS, the City of Carlsbad, a municipal corporation organized and existing
and by virtue of the Constitution and the laws of the State of California (the "City"), has
previously acquired capacity in certain components of the Encina Water Pollution Control
Expansion, (the "Project") as described in the Installment Purchase Agreement Relating tc
Water Pollution Control Facility Expansion by and between the City and the Encina Finar
Joint Powers Authority (the "Authority"), dated as of June 1, 1989 (the " 1989 Installmei
Purchase Agreement"); and
WHEREAS, the Authority is a joint exercise of powers authority organized and (
pursuant to Articles 1 and 2 of Chapter 5, Division 7, Title 1 of the Government Code o
State of California, and has the authority to assist in the financing and refinancing of the
on behalf of the City; and
WHEREAS, the Authority has previously issued its $33,500,000 Encina Financin
Powers Authority Wastewater Revenue Bonds (Phase IV Expansion Project) 1989 Series
"1989 Bonds") for the purpose of financing the purchase of capacity in the Project by tht
the Buena Sanitation District, the City of Vista and the Leucadia County Water District,
1989 Bonds are secured in part by installment payments made by the City pursuant to thc
Installment Purchase Agreements; and
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WHEREAS, the 1989 financing structure contemplated a conveyance and assignmei
the City's capacity in the Project pursuant to an Assignment Agreement dated as of June 1.
by and among the City and the Authority, with a concurrent repurchase of the capacity by
City pursuant to the 1989 Installment Purchase Agreement; and
WHEREAS, the Authority desires to refund the 1989 Bonds and the City desires t(
refund its obligations pursuant to the 1989 Installment Purchase Agreement, and City is in
that the Leucadia County Water District wishes to refund its 1989 obligations in a similar
fashion, while the City of Vista and the Buena Sanitation District have elected to prepay thl
respective obligations under the 1989 Installment Purchase Agreements through a deposit o
from other sources pursuant to an Escrow Agreement dated as of October 1, 1996 by and
the Authority, the Trustee, the City, the Leucadia County Water District, the City of Vista
the Buena Sanitation District (the "Escrow Agreement"); and
WHEREAS, the City has requested that the Authority cause the sale, issuance and
delivery of bonds pursuant to the Marks-Roos Bond Pooling Act of 1985 to be secured in
the Installment Payments to be made by the City pursuant to an Amended and Restated
Installment Purchase Agreement dated as of October 1, 1996, by and between the District
Authority (the "Installment Purchase Agreement"); and
WHEREAS, the City desires to enter into an Amended and Restated Assignment
Agreement with the Authority, dated as of October 1, 1996 (the "Assignment Agreement"'
WHEREAS, the Authority will enter into an Indenture of Trust, dated as of Octobl
1996, by and between the Authority and State Street Bank and Trust Company of Californ
N.A. (the "Trustee") (the "Indenture") for the issuance of Encina Financing Joint Powers
Authority Wastewater Revenue Refunding Bonds, 1996 Series A (the "Bonds"); and
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PUBL:4342-1 I017122898.0001 2
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WHEREAS, substantially all right, title and interest of the Authority under the
Installment Purchase Agreement will be assigned to the Trustee pursuant to the Indenture; and
WHEREAS, Stone & Youngberg LLC (the “Undenvriter”) desires to purchase the
Bonds and, in connection therewith, will enter into a Bond Purchase Contract with the
Authority (the ‘%Bond Purchase Contract”); and
WHEREAS, the City will agree to provide continuing disclosure relative to its
obligations under the Installment Purchase Agreement pursuant to a Continuing Disclosure
Agreement, dated as of October 1,1996, by and between the City and the Trustee (the
“Continuing Disclosure Agreement,? for the purpose of compliance with S.E.C. Rule 15c2-
12(b)(5); and
WHEREAS, there has been presented to this City Council the Installment Purchase
Agreement, the Assignment Agreement, the Escrow Agreement, the Continuing Disclosure
Agreement, the Indenture and Preliminary Official Statement; and
WHEREAS, it is the desire of this City Council to adopt this Resolution approving the
aforementioned document;
NOW, THEREFORE, the City Council of the City of Carlsbad does hereby find,
determine, resolve, and order as follows:
SECTION 1.
SECTION 2.
The foregoing recitals, and each of them, are true and correct.
The form of the Assignment Agreement and the Installment Purchase
Agreement providing for the purchase by the City from the Authority of capacity in certain
components of the Project, with Installment Payments to be made by the City in the amounts
and at the times necessary to amortize that portion of the Bonds attributable to the financing of
the City’s capacity in certain components of the Project, are hereby approved. The form of
Escrow Agreement providing for the defeasance of the 1989 Bonds and the City’s obligations
under the 1989 Installment Purchase Agreement and the Continuing Disclosure Agreement are
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hereby approved. The Mayor and the City Clerk of the City are hereby authorized and directed,
for and in the name of the City, to execute and deliver the Continuing Disclosure Agreement,
the Escrow Agreement, the Assignment Agreement and the Installment Purchase Agreement
with such changes if any, upon advise of the City Attorney, as said officers may approve,
including the addition to the Installment Purchase Agreement of the schedule of Installment
Payments based on the amortization schedule of the principal and interest on the Bonds, as
determined following the sale of the Bonds, such approval to be conclusively evidenced by the
execution and delivery thereof.
SECTION 3. The firm of Stone & Youngberg LLC is approved as the Underwriter.
This City Council acknowledges that the Chairman of the Board of Directors of the Authority
or an authorized officer thereof is authorized to execute and deliver to the Underwriter a Bond
Purchase Contract with such changes as said officers may approve, such approval to be
conclusively evidenced by the execution and delivery thereof. Stradling, Yocca, Carlson &
Rauth, a Professional Corporation, is hereby confirmed to act as bond counsel to the Authority.
SECTION 4. The initial draft of the Preliminary Official Statement as it relates to
information regarding the City is hereby approved. The Mayor or the City Manager is hereby
authorized to approve the Preliminary Official Statement with such changes if any, upon advice
of the City Attorney, relating to the City as may be approved by the Mayor, the City Manager or
Financial Management Director. The Underwriter is hereby authorized to distribute copies of
the Preliminary Official Statement to persons who may be interested in the initial purchase of
the Bonds and is directed to deliver copies of the final Official Statement to all actual initial
purchasers of the Bonds.
SECTION 5. The Bonds, in an aggregate principal amount not to exceed
$22,000,000, are authorized to be executed, sold, and delivered in accordance with the terms
and provisions of the Indenture and the Bond Purchase Contract, provided the City Manager
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determines the City will receive net present value saving with respect to its installment
payments under the Installment Purchase Agreement of at least three and one-half percent and
the underwriting fee payable to the Underwriter with respect to the bonds does not exceed
1.5%.
SECTION 6. The proceeds from the sale of the Bonds shall be deposited as
provided in the Indenture and the Installment Purchase Agreement to provide for the
refinancing of the 1989 Bonds and the City’s obligations under the 1989 Installment Purchase
Agreement, to fund capitalized interest, if any, as defined in the Indenture, to provide a reserve
hnd or pay the premium on a surety bond or similar credit facility, if purchased, and to pay
other costs of issuance, as described in the Indenture.
SECTfON 7. The Mayor, the Mayor Pro Tem, The City Manager, the City Clerk, and
any other proper officer of the City are hereby authorized and directed, jointly and severally, to
do any and all things necessary and appropriate to execute and deliver any and all documents
necessary or proper for carrying out the transactions contemplated by the Installment Purchase
Agreement, the Assignment Agreement, the Escrow Agreement, the Indenture, the Bond
Purchase Contract, the Continuing Disclosure Agreement and this Resolution.
SECTION 8. Any document the execution of which by the Mayor is authorized by
this Resolution shall, in the absence or inability to act of the Mayor, be executed by the Mayor
Pro Tern.
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SECTION 9. This Resolution shall take effect from and after its date of adoption.
ADOPTED, SIGNED AND APPROVED this 3rd day of December ,
ATTEST:
City Clerk
(SEAL)
PUBL.4342-1 I017 122898 0oO1 6