1990-03 San Elijo Upgrade
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. CARDIFF SANITATION DISTRICT
RESOLUTION No. 90-03
RESOLUTION AUTHORIZING THE BORROWING OF FUNDS FROM THE SAN
ELIJO JOINT POWERS AUTHORITY IN THE AMOUNT OF NOT TO EXCEED
$14,435.000 RELA TIN G TO SAN ELIJ 0 WATER POLLUTION CONTROL
FACILITY UPGRADE AND EXPANSION PROJECT, APPROVING A LOAN IN
THE PRINCIPAL AMOUNT OF NOT TO EXCEED $14,435,000, APPROVING SALE
OF BONDS AND OFFICIAL STATEMENT, AND AUTHORIZING OFFICIAL
ACTIONS
WHEREAS, the Solana Beach Sanitation District ("Solana Beach") and the
Cardiff Sanitation District (the "District") (together, the "Districts") have heretofore
entered into a Joint Exercise of Powers Agreement dated June 17, 1987, establishing the
San Elijo Joint Powers Authority (the "Authority") for the purpose of establishing a single
agency authorized to manage, operate, maintain and expand the Authority's plant for the
treatment and disposal of sewage or wastewater and to determine the joint and separate
obligations of the Districts concerning the transmission, treatment, disposal and
reclamation of sewage and wastewater within the respective service territories of the
District; and
. WHEREAS, the Authority proposes at this time to issue its San Elijo Joint
Powers Authority 1990 Revenue Bonds (San Elijo Water Pollution Control Facility
Upgrade and Expansion Project) in an aggregate principal amount of not to exceed
$31,000,000 (the "Bonds") for the purpose of (a) providing funds to make a loan to the
District in an aggregate principal amount of not to exceed $14,435,000 and (b) providing
funds to make a loan to Solana Beach in an aggregate principal amount of not to exceed
$16,565,000; and
WHEREAS, Section 54240 et seq. of the Government Code requires that the act of
entering into the Loan Agreement (as hereinafter defined) be approved by ordinance, and
an ordinance of the District approving the Loan Agreement (the "Ordinance") is being
introduced concurrently herewith; and
WHEREAS, the District wishes at this time to refund its 1981 Sewer Revenue
Bonds, dated as of February 1, 1982, issued in the original amount of $1.300,000, of
which $1,125,000 principal amount remains outstanding and to refund its 1965 Sewer
Revenue Bonds, dated as of February 1, 1965, issued in the original amount of $630,000,
of which $205,000 principal amount remains outstanding; and
WHEREAS, Security Pacific Merchant Bank (the "Financial Advisor") has caused
to be prepared an Official Statement describing the Bonds, a preliminary form of which is
on file with the District Secretary; and
WHEREAS, the District has duly considered such transactions and wishes at this
. time to approve said transactions in the public interests of the District;
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. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by
the Cardiff Sanitation District as follows:
Section 1. Approval of Loan. The District approves the San Elijo Water
Pollution Control Facility Upgrade and Expansion Project Loan (the "Loan") to be made
to the District by the Authority from the proceeds of the Bonds, so long as the principal
amount of the Loan does not exceed $14,435.000, so long as the term of the Loan does
not exceed thirty (30) years, and so long as the true interest cost on the principal amount
of the Loan does not exceed twelve percent (12~) per annum. The Loan shall be made
pursuant to and in accordance with the terms of the Loan Agreement, dated as of March
1, 1990, by and among the District, the Authority and State Street Bank and Trust
Company of California, as trustee (the "Trustee"), relating to the Loan (the "Loan
Agreement")' Pursuant to and subject to the Ordinance, the District approves the Loan
Agreement in substantially the form on file with the District Secretary, together with any
additions thereto or changes therein deemed necessary or advisable by the District
Manager. On and after the effective date of the OrdInance, the District Manager is
authorized and directed to execute, and the District Secretary is hereby authorized and
directed to attest and affIX the seal of the District to, the final form of each of the Loan
Agreement for and in the name and on behalf of the District. The proceeds of the Loan
shall be applied by the District for the purposes and in the amounts as set forth in the
Loan Agreement. The District hereby authorizes the delivery and performance of the
Loan Agreement.
Section 2. Sale of Bonds. The District hereby approves the sale of the Bonds by
. the Authority by competitive sale pursuant to the Official Notice of Sale, a copy of which
is on file with the District Secretary together with any changes therein or additions
thereto approved by the District Manager or Secretary. The purchase price to be received
by the Authority for the Bonds shall be not less than ninety-eight percent (98%) of the
par amount thereof and the true interest cost to be borne by the Bonds shall not exceed
twelve percent (12%) per annum.
Section 3. Official Statement. The District hereby approves the Preliminary
Official Statement describing the Bonds, in substantially the form submitted by the
Financial Advisor and on file with the District Secretary. Distribution of the Preliminary
Official Statement by the Financial Advisor is hereby authorized and approved. The
District hereby authorizes the distribution of the final Official Statement by the Financial
Advisor. The District Manager is hereby authorized and directed to approve any changes
in or additions to a final form of said Official Statement. The Final Official Statement
shall be executed in the name and on behalf of the District by the District Manager, or an
authorized representative or designee of the District Manager, who is hereby authorized
and directed to execute the final Official Statement on behalf of the District.
Section 4. Official Action. The District Manager, the District Secretary, the
Chairperson, counsel to the District, and any and all other officers of the District are
hereby authorized and directed, for and in the name and on behalf of the District, to do
any and all things and take any and all actions, including execution and delivery of any
and all assignments, certificates, requisitions, agreements, notices, consents, instruments
. of conveyance, waITants and other documents which they, or any of them, may deem
necessary or advisable in order to consummate the lawful issuance and sale of the Bonds
and the making of the Loan as described herein; provided that the same shall have been
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.' approved as to form by District general counsel, including specifically escrow agreements
with the Trustee, which is hereby appointed as the paying agent for the bonds of the
District to be refunded pursuant to the authorization provided hereunder.
Section 5. Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
* * * * * * * * * *
PASSED AND ADOPTED by the Cardiff Sanitation District at a regular meeting
thereof held on the 23rd day of January, 1990.
.
~~'t ~~t{{~ ~
- oard ChaIrman
ATTEST:
By ? L (? hiL
. {I District Clerk
..
.
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