HomeMy WebLinkAbout1992-003
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RESOLUTION NO. 92-03
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO, A MUNICIPAL
CORPORATION, AUTHORIZING THE SALE, EXECUTION
AND DELIVERY OF APPROXIMATELY $41,750,000
PRINCIPAL AMOUNT OF CERTIFICATES OF
PARTICIPATION OF THE SAN BERNARDINO PUBLIC
SAFETY AUTHORITY AND APPROVING CERTAIN
DOCUMENTS IN CONNECTION THEREWITH
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7 WHEREAS, City of San Bernardino, a municipal corporation,
8 organized and existing under the laws of the State of
9 California (the "City"), desires to have constructed certain
10 improvements to its sewer system including acquisition of
11 (i) improvements to its sewage treatment plant, (ii) plans and
12 specifications for its Phase 3A, secondary sewer project,
13 (iii) the renovation of a City property for its wastewater
14 reclamation project office and laboratory, and (iv) to use the
15 proceeds to be received from the sale of certain City property
16 to the Authority to refund its "City of San Bernardino,
17 California, Sewer Revenue Refunding Bonds, Issue of 1986
18 (wastew"ater Treatment Project)" (the "Project"); and
19 WHEREAS, the San Bernardino Public Safety Authority, a
20 joint exercise of powers authority organized and existing under
21 the laws of the State of California (the "Authority"), has the
22 authority to assist in the financing of the Project on behalf
23 of the City; and
24 WHEREAS, the City and the Authority desire to enter into
25 (i) an installment purchase agreement titled "Installment
26 Purchase Agreement" dated as of February 1, 1992, by and
27 between the City and the Authority relating to San Bernardino
28 Public Safety Authority, San Bernardino Municipal Water
STRADLING, 'fOeCA,
CARLSON & RAUTH
LAWYERS
NEWPORT BEACH, CA
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STRADLING, YOCCA,
CARLSON 2!: RAUTH
LAWYERS
NEWPORT BEACH, CA
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Department, 1992 Sewer Certificates of Participation (the
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"Installment Purchase Agreement") whereby the City will sell to
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the Authority a portion of the Project site (the "Purchase
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Site") and grant the right of entry to a portion of the Project
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site (the "Right of Entry Site"), (said real property is
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described in Exhibit A of the Installment Purchase Agreement)
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the Authority will acquire and construct the Project and sell
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the Project site acquired from the City and the improvements to
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the Ci ty; and
WHEREAS, the City and the Authority desire to enter into a
trust agreement by and among the Authority, the City and Bank
of America National Trust and Savings Association (the
"Trustee") titled "Trust Agreement" dated as of February 1,
1992, relating to San Bernardino Public Safety Authority, San
Bernardino Municipal Water Department, 1992 Sewer Certificates
of Participation (the "Trust Agreement"); and
WHEREAS, the City desires to refund its outstanding Sewer
Revenue Bond Issue of 1986 (Wastewater Treatment Plant Project)
(the "1986 Bonds"); and
WHEREAS, upon receipt of the proceeds by the City from the
sale of a portion of the Project site to the Authority said
money will be deposited with Bank of America National Trust and
Savings Association, the Escrow Bank, and pursuant to an
agreement dated as of February 1, 1992, by and between the City
and the Escrow Bank titled "Escrow Agreement For the 1986 Sewer
Revenue Refunding Bonds of the City of San Bernardino, the
Escrow Bank will deposit said money in the Escrow Fund to
redeem the 1986 Bonds; and
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STRADLING, YOCCA,
CAJ:;!LSON & RAUTH
LAWYERS
NEWPORT BEACH, CA
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WHEREAS, the Authority wishes to cause the sale, execution
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and delivery of approximately $41,750,000 (the exact amount to
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be determined on or before the sale date of the Certificates
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based on the amount needed to refund the 1986 Bonds) In the
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principal amount of Certificates of Participation to be secured
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by the installment purchase payments to be made by the City
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pursuant to the Installment Purchase Agreement (the
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"Certificates"); and
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WHEREAS, all right, title and interest of the Authority
under the Installment Purchase Agreement will be assigned to
the Trustee pursuant to an assignment agreement by and between
the Authority and the Trustee, titled "Assignment Agreement"
dated as of February 1, 1992 relating to San Bernardino Public
Safety Authority, San Bernardino Municipal Water Department,
1992 Sewer Certificates of Participation (the "Assignment
Agreement"); and
WHEREAS, a preliminary official statement with respect to
the Bonds (the "Preliminary Official Statement"), has been
prepared by Bartle Wells Associates; and
WHEREAS, Section 40(a) of the City Charter provides that
the Purchase Site be sold after competitive bids are taken
however, the sale of the Purchase Site will be sold only if the
sale is subject to the terms set forth of the Installment
Purchase Agreement; and
WHEREAS, the Authority has approved the concept of the
financing and the purchase of the Purchase Site and therefor
the draft Installment Purchase Agreement has been presented
showing the Authority as the purchaser of the Purchase Site
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STRADLING. YOCCA,
CARLSON & RAUTH
LAWYERS
NEWPORT BEACH, CA
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however, the designation of the Authority as the purchaser does
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not preclude the acquisition of the Purchase Site by another
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party and the designation of that party as the purchase of the
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Purchase Site; and
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WHEREAS, there then has been presented to this Common
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Council copies of each of the aforementioned documents and
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certain other documents relating to the foregoing;
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
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OF SAN BERNARDINO AS FOLLOWS:
SECTION 1.
The foregoing recitals, and each of them,
are true and correct.
SECTION 2.
The Installment Purchase Agreement, Trust
Agreement, the Assignment Agreement and the Escrow Agreement
are approved in substantially the form presented at this
meeting. The Commissioners and General Manager of the San
Bernardino Municipal Water Department (the "Department") are
directed to make minor modifications to said agreements as may
be necessary to carry our the intent of this Common Council as
herein set forth and to approve the Installment Purchase
Payments when the interest rates are known upon receipt of the
bids for the Certificates.
SECTION 3.
The preparation and distribution of the
Preliminary Official Statement in substantially the form
presented at this meeting, with such minor changes, insertions
and omissions as may be approved by the General Manager of the
Department, is hereby approved. The General Manager of the
Department is hereby authorized to sign a certificate pursuant
to Rule 15c2-12 promulgated under the Securities Exchange Act
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1 of 1934 relating to the Preliminary Official Statement. The
2 General Manager of the Department is further authorized and
3 directed to approve, execute and deliver the final Official
4 Statement with respect to the Certificates, which final
5 Official Statement shall be in the form of the Preliminary
6 Official Statement with such minor changes, insertions and
7 omissions as may be approved by the General Manager of the
8 Department, such approval to be conclusively evidenced by the
9 execution and delivery thereof. The Authority is hereby
10 authorized to distribute copies of the Preliminary Official
11 Statement to persons who may be interested in the initial
12 purchase of Certificates and is directed to deliver copies of
13 the final Official Statement to all actual initial purchasers
14 of the Certificates.
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SECTION 4.
Pursuant to Section 40(a) of the City
16 Charter, the General Manager of the Department is authorized to
17 take competitive bids for the sale of the Purchase Site. The
18 sale of the Purchase Site shall be made subject to the terms
19 set forth in the Installment Purchase Agreement which terms
20 shall be set forth in the notice inviting bids. The minimum
21 bid price for the Purchase Site shall be $2,030,000. The
22 Commission of the Department is authorized to accept the best
23 offer for the Purchase Site upon the terms and conditions
24 herein set forth.
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STRADLING, YOCCA,
CARLSON 2!: RAUTH
LAWYERS
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NEWPORT BEACH, CA
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SECTION 5.
The Mayor, the City Clerk and any other
2 proper officer of the City and of the Department are hereby
3 authorized and directed, jointly and severally, to do any and
4 all things and to execute and deliver any and all documents
5 necessary or proper for carrying out the transactions
6 contemplated by this Resolution.
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SECTION 6.
This Resolution shall take effect from and
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STRADLING. YOCCA,
CARLSON & RAUTH
LAWYERS
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NEWPORT BEACH, CA
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I HEREBY CERTIFY that the foregoing resolution was duly
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adopted by the Mayor and Common Council of the City of San
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Bernardino at a regular meeting thereof held on the 6th day of
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January, 1992 by the following vote to wit:
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AYES:
Counc i 1 Membe r s: Estrada. Reilly. Hernandez. Maudsley.
Minor, Pope-Ludlam, Miller.
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NAYS:
None.
ABSENT:
None.
G~~
CITY CLERK
The foregoing Resolution is hereby approved this 8th
day of
, 1992.
January
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MAYOR, CITY OF SAN BERNARDINO
23 APPROVED AS TO FORM
24 AND LEGAL CONTENT
STRADLING, YOCCA,
CARLSON & RAUTH
LAWYERS
NEWPORT BEACH, CA
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