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1993-06 Repayment of Funds 29208-01 - Res Cardiff JHHW:WHM:]aj Isk 2/23/93 3/02193 . CARDIFF SANITATION DISTRICT RESOLUTION NO. ...23::..06 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AN AMENDED AND RESTATED LOAN AGREEMENT PROVIDJNG FOR THE REPAYMENT OF FUNDS BORROWED FROM THE SAN ELIJO JOINT POWERS AurHORITY FOR THE SAN ELIJO WATER POLLUTION CONTROL FACiliTY UPGRADE AND EXPANSION PROJECT, APPROVJNG 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 jomt 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, Solana Beach existed as a county sanitation district duly established and authorized to transact business and exercise powers under and pursuant to the provisions of Chapter 3; Part 3 of Division 5 of the Health and Safety Code of the State of California (the "County Sanitation District Act"), and had the power under Section 4764 of the County Sanitation District Act to borrow money and incur indebtedness; and WHEREAS, the Authority issued 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 $24,465,000 (the "Prior Bonds") for the purpose of (a) providing funds to make a loan to Solana Beach in an aggregate principal amount of $12,776,616.98 and (b) providing funds to make a loan to the District in an aggregate principal amount of $11,688,383.02; and WHEREAS, the loan advanced by the Authority to Cardiff from the proceeds of the Prior Bonds was made pursuant to a Loan Agreement, dated as of April 1, 1993, among the Authority, the Trustee and Cardiff (the "Prior Agreement"); WHEREAS, Solana Beach was merged into the City of Solana Beach (the "City") on July 1, 1990, and under Section 57531 of the California Government Code, the City is the successor in interest to all of the rights and obligations of Solana Beach under Solana Beach's contracts and obligations; and WHEREAS, the District, working together with the City and the Authority, in order to realize interest savings, wishes at this time to refund the Prior Bonds in part; and . WHEREAS, in order to memorialize the lower payments to be made by the District under the Prior Agreement once the Prior Bonds have been refunded, it will be necessary to amend and restate the Prior Agreement in whole; and BOOk it b _t'age # ;;b' . . . WHEREAS, Alex.Brown & Sons, Incorporated (the "Underwriter") has caused to be prepared an Official Statement describing the Bonds, a preliminary form of which is on me 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;. ' NOW, T.J:i.hatEFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Cardiff Sanitation District as follows: Section 1. Auuroval of Amendment and Restatement of the Loan. The District approves the Amendment and Restatement of the San Elijo Water Pollution Control Facility Upgrade and Expansion Project Loan (the "Loan") made to the District by the Authority from the proceeds of the Prior Bonds" so long as the present value interest savings to be realized under the Amended and Restated Loan (comparing the loan repayment schedule under the Loan Agreement to the loan repayment schedule under the Amended and Restated Loan Agreement) are at least equal to 2.5%. The Amended and Restated Loan shall be made pursuant to and in accordance with the terms of the Amended and Restated Loan Agreement, dated as of March 15, 1993, by and among the District, the Authority and State Street Bank and Trust Company of California, as trustee (the "Trustee"), relating to the Amended and Restated Loan (the "Amended Loan Agreement"). The District approves the Amended Loan Agreement in substantially the form on me with the District Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the District Manager. 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 the Amended Loan Agreement for and in- the name and on behalf of the District. The District hereby authorizes the delivery and performance of the Amended Loan Agreement. Section 2. Sale ofBond~. The District hereby approves the sale of the Bonds by the Authority by negotiated sale pursuant to the Purchase Contract, 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 and seventy-five hundredths percent (98.75%) of the par amount thereof (exclusive of original issue discount). The District Manager is hereby authorized and directed to execute the Purchase Contract, and the Secretary is directed to attest the District Manager's signature. Section 3. Official Statement. The District hereby approves the Preliminary Official Statement describing the Bonds, in substantially the form submitted by the Underwriter and on me with the District Secretary. Distribution of the Preliminary Official Statement by the Underwriter is hereby authorized and approved. The District hereby aut};lOrizes the distribution of the [mal Official Statement by the Underwriter. 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 fmal 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 -2- ,...- b _I"'age # .)(, BOOK N . . . and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants 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 Amendment and Restatement of the Loan as described herein; provided that the same shall have been 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. Rffective 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 9th day of March, 1993, by the following vote, to wit: Ayes: Bond, Davis, DuVivier, Hano, Wiegand Nays: None Abstain: None Absent: None ATTEST: By: '--t. F~lq~ -3- 6 ._t'"age II .:(J BOOK tI