Resolution Number 14-11-04-02 RESOLUTION NO. 14-11-04-02
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO APPROVING THE EXECUTION AND DELIVERY OF AN
AMENDED AND RESTATED LEASE AGREEMENT TO BE ENTERED
INTO WITH THE SAN JUAN BASIN AUTHORITY AND APPROVING
CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN
CONNECTION WITH THE ISSUANCE BY THE SAN JUAN BASIN
AUTHORITY OF ITS SAN JUAN BASIN AUTHORITY LEASE REVENUE
BONDS (GROUND WATER RECOVERY PROJECT) ISSUE OF 2014 TO
REFUND CERTAIN OUTSTANDING LEASE REVENUE BONDS AND
OTHER MATTERS RELATED THERETO
WHEREAS, the City of San Juan Capistrano (the "City") is a municipal
corporation, organized and existing under the laws of the State of California;
WHEREAS, the San Juan Basin Authority (the "Authority") is a joint exercise of
powers authority, organized and existing under the laws of the State of California;
WHEREAS, the Authority and the City entered into the Property Lease, dated as
of December 1, 2002 (the "Property Lease"), pursuant to which the City leased certain
real property to the Authority;
WHEREAS, the Authority and the Capistrano Valley Water District (the "Water
District"), as predecessor to the City, entered into the Lease Agreement, dated as of
December 1, 2002 (the "Original Lease Agreement"), pursuant to which the Water
District leased the Project (as defined in the Original Lease Agreement) from the
Authority and agreed to pay certain Lease Payments (as defined in the Original Lease
Agreement) in connection therewith;
WHEREAS, the Authority assigned and pledged the Original Lease Agreement
and the Lease Payments to secure the San Juan Basin Authority Lease Revenue
Bonds (Ground Water Recovery Project) Issue of 2002 (the "2002 Bonds") pursuant to a
Trust Agreement, dated as of December 1, 2002 (the "2002 Trust Agreement"), by and
among BNY Western Trust Company, as trustee (the "2002 Trustee"), the Water District
and the Authority;
WHEREAS, the proceeds of the 2002 Bonds were used to finance the
acquisition and construction of the Project;
WHEREAS, the City is the successor to the Water District;
WHEREAS, the City has determined that it would be in the best interests of the
City and the customers of its Water System for the Authority to issue, sell and deliver
not to exceed $22,000,000 aggregate principal amount of San Juan Basin Authority
Lease Revenue Bonds (Ground Water Recovery Project) Issue of 2014 (the "2014
Bonds") to refund the outstanding 2002 Bonds;
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WHEREAS, in connection with the issuance of the 2014 Bonds, the City has
determined that it would be in the best interests of the City and the customers of its
Water System to amend and restate the Original Lease Agreement;
WHEREAS, in connection with the issuance of the 2014 Bonds by the Authority
and the refunding of the 2002 Bonds, proposed forms of the following agreements have
been presented to the City Council of the City:
(1) Amended and Restated Lease Agreement, to be dated as of November 1,
2014 (the "Amended and Restated Lease"), by and between the City and
the Authority;
(2) Trust Agreement, to be dated as of November 1, 2014 (the "2014 Trust
Agreement"), by and among the City, the Authority and The Bank of New
York Mellon Trust Company, N.A., as trustee;
(3) Escrow Agreement, to be dated as of November 1, 2014 (the "Escrow
Agreement"), by and among the City, the Authority and The Bank of New
York Mellon Trust Company, N.A., in its capacity as trustee and escrow
agent;
(4) Bond Purchase Agreement (the "Bond Purchase Agreement"), among the
initial purchaser or purchasers of the 2014 Bonds (the "Purchaser"), the
Authority and the City; and
(5) Termination Agreement (the "Termination Agreement"), among The Bank
of New York Mellon Trust Company, N.A., as trustee, the City and Wells
Fargo Bank, National Association; and
WHEREAS, the City possesses all legal authority to and desires to enter into the
Amended and Restated Lease Agreement, the 2014 Trust Agreement, the Escrow
Agreement and the Bond Purchase Agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN JUAN
CAPISTRANO, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. That the foregoing recitals are true, correct, and adopted.
SECTION 2. The City hereby approves and consents to the issuance and sale of
the 2014 Bonds in an aggregate principal amount not to exceed $22,000,000 in
accordance with the terms of the 2014 Trust Agreement, the proceeds of which are to
be applied to refund the outstanding 2002 Bonds and to pay costs of issuing the 2014
Bonds.
SECTION 3. The Amended and Restated Lease Agreement, the 2014 Trust
Agreement, the Escrow Agreement, the Bond Purchase Agreement and the Termination
Agreement in substantially the forms presented at this meeting are hereby approved.
Each and any of the Mayor, the City Manager, the Chief Financial Officer/City Treasurer
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and the City Clerk (the "Authorized Officers") are hereby authorized and directed for and
in the name of the City to execute and deliver the Amended and Restated Lease
Agreement, the 2014 Trust Agreement, the Escrow Agreement, the Bond Purchase
Agreement and the Termination Agreement in substantially the forms hereby approved,
with such additions thereto and changes therein as are recommended or approved by
Orrick, Herrington & Sutcliffe LLP, as Bond Counsel to the City ("Bond Counsel"); Rutan
& Tucker, LLP, the City Attorney; Fieldman, Rolapp & Associates, Inc., the City's
Financial Advisor; and/or the officer or officers executing the same. Approval of such
changes shall be conclusively evidenced by the execution and delivery of the foregoing
documents by one or more of the Authorized Officers identified above; provided the
aggregate principal amount of the 2014 Bonds shall not exceed $22,000,000, the 2014
Bonds shall mature not later than December 1, 2034 and the interest rate on the 2014
Bonds shall not exceed four percent (4%) per annum. Each and any of the Authorized
Officers is hereby authorized to execute, acknowledge and deliver any and all
documents required to consummate the transactions contemplated in the Amended and
Restated Lease Agreement, the 2014 Trust Agreement, the Escrow Agreement, the
Bond Purchase Agreement and the Termination Agreement. Any documents required
to be signed by the City Clerk may be signed by the Deputy City Clerk.
SECTION 4. The Authorized Officers and such other officers of the City are
authorized and directed, jointly and severally, to do any and all things and to execute
and deliver any and all documents which such officers may deem necessary or
advisable in order to consummate the execution, delivery and performance of the
Amended and Restated Lease Agreement, the 2014 Trust Agreement, the Escrow
Agreement, the Bond Purchase Agreement and the Termination Agreement and to
otherwise effectuate the purposes of this Resolution, and such actions previously taken
by such officers are hereby ratified and confirmed.
SECTION 5. Unless otherwise defined herein, all terms used herein and not
otherwise defined shall have the meanings given such terms in the Amended and
Restated Lease Agreement or in the 2014 Trust Agreement unless the context
otherwise clearly requires.
SECTION 6. This Resolution shall take effect immediately.
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OFISUSA:759276489.5 3 11/4/2014
PASSED, APPROVED AND ADOPTED, this 4t" day of November 2014.
CITY OF SAN JUAN CAPISTRANO
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M ALLEVATO, MAYOR
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SAN JUAN CAPISTRANO )
I, MARIA MORRIS, appointed City Clerk of the City of San Juan Capistrano, do hereby certify that
the foregoing Resolution No. 1411-04-02 was duly adopted by the City Council of the City of
San Juan Capistrano at an Adjourned Regular meeting thereof, held the 4th day of November
2014, by the foll wing vote:
AYES: UNCIL MEMBERS: Byrnes, Taylor, Kramer and Mayor Allevato
NOES: . / _'0OUNCIL,,,MEMBER- Reeve
ABSENT:j, 1 OUNCIL MEMBER: None
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MARIA IIO RIS, Cit CI rk
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