HomeMy WebLinkAboutRES NO 150-87RESOLUTION NO. 150-87
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF BAKERSFIELD REGARDING SUBMITTAL OF AN
APPLICATION FOR THE EXPANSION OF
WASTEWATER TREATMENT PLANT NO. 3
WHEREAS, this City Council of the City of Bakersfield (the
"City") has been authorized to submit an application to the
Economic Development Administration; and
WHEREAS, the grant, if awarded, will provide for
improvements to existing facilities owned by the City of
Bakersfield Public Facilities Corporation (the "Corporation")
on land leased from the City improved by the Corporation and
leased to the City for operation; and
WHEREAS, such improvements will be a benefit to the City;
and
WHEREAS, Economic Development Administration grant
guidelines require that all parties receiving benefits
grant submit a resolution of authorization.
from the
NOW, THEREFORE, BE IT RESOLVED, that the City Council of
the City hereby authorizes the City staff to submit an
application for the expansion of Wastewater Treatment Plant No.
3 on behalf of the Corporation and the City.
BE IT FURTHER RESOLVED, that the City approves the Joint
Agreement regarding the expansion of Wastewater Treatment Plant
No. 3 and authorizes The ~a¥or to sign the Agreement.
CITY OF BAKERSFIELD
Mayo r
ATTEST:
City Clerk
AYES: COUNCILMEMRERS: CHILDS, CHRISTENSEN, SMI~fH, RAI~'Y, ,',~O,9,q'-, DICKERSON, SALVAGGIO
ABSTAtNI~'.'G: CC. UHCiLMEMB~RS: '~'~'~7~Z..~ _
6587k/2160/008
JOINT AGREEMENT REGARDING THE
EXPANSION OF WASTEWATER TREATMENT PLANT NO.
City Contract NO.
87 -19;>
3
This Agreement dated as of August 1, 1987 by and between
the City of Bakersfield, a municipal corporation and charter
City organized and existing under the laws of the State of
California (the "City"), and the City of Bakersfield Public
Facilities Corporation, a public benefit corporation organized
and existing under the laws of the State of California (the
"Corporation").
RECITALS
WHEREAS, the City of Bakersfield has received authorization
to submit an application to the Economic Development
Administration to fund a portion of the cost of the expansion
of the City's Wastewater Treatment Plant No. 3 (the "Plant");
and
WHEREAS, the Corporation was formed for the sole purpose of
assisting the City by financing improvements to the Plant and
in 1985, the Corporation issued $15,010,000 of its 1985
Leasehold Mortgage Revenue Bonds (the "1985 Bonds") to provide
for the funding of improvements to the Plant; and
WHEREAS, the 1985 Bonds were secured by an Indenture of
Mortgage and Deed of Trust by and between the Corporation and
Security Pacific National Bank, as Trustee; and
WHEREAS, in connection with the expansion of the Plant, the
Corporation proposes to issue additional Bonds or other
evidence of indebtedness to obtain money, which, together with
the money to be received from the Economic Development
Administration, will pay the total project cost to expand the
Plant; and
WHEREAS, the parties wish to formalize an agreement by
which the financing, construction, maintenance, ownership and
operation of the Plant shall take place.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, the
parties agree as follows:
1. This Agreement shall have no force and effect unless
the City receives Economic Development Administration Grant
funds for the Plant.
2. Upon the award of funds, a master construction and
improvement plan will be established for the Plant by the
City. Such master' plan shall be developed with the cooperation
and assistance of each party.
3. The City agrees to provide the engineering,
construction and maintenance of all improvements to the Plant
consistent with those policies and procedures governing the
City's activities, as may be periodically adopted by the City
Council. The City will own the site on which the Plant is
located, and will operate and maintain the Plant for the useful
life of the Plant.
4. The Corporation will issue its 1988 Bonds to provide
the moneys for that portion of the Plant expansion improvements
not constructed with grant funds. The Bonds will be secured by
an indenture or supplemental indenture, which will provide that
the 1988 Bonds will be on a parity with the 1985 Bonds, and
that the lease payments to be made by the City to the
Corporation pursuant to the 1985 Bakersfield Facilities Site
Lease and Project Lease'by and between the City and the
Corporation (the "1985 Lease") and a supplemental lease to
cover the improvements to be constructed to expand the Plant
will be sufficient to pay the principal and interest on the
1985 Bonds and the 1988 Bonds. The supplemental indenture will
also authorize the Trustee to relet the leasehold estate
created by the 1985 Lease and the supplemental lease in the
event the City does not make its lease payments. The parties
and the Bondholders recognize that the Plant is a unique public
facility which can only serve the City, and therefore, it is
highly unlikely that the Trustee would exercise the right to
remove the City and attempt to relet the Plant to another
party. In no event will the City lose title to the Plant even
in the event of a default, as the Trustee can only relet the
Corporation's leasehold interest in the Plant, and on
December 31, 2020 the site and Plant will revert to the City
free and clear of any encumbrance.
5. The parties agree to adhere to each other's policies,
procedures and requirements where there is no apparent conflict
with another party's policies, procedures or requirements, or
if there is no conflict with existing laws or regulations
regarding the specific matter. Where a conflict occurs, the
parties agree to meet to resolve the conflict. If a resolution
cannot be achieved, the matter shall be submitted to the City
Council of the City for final resolution.
6. The grant funds shall either be held by the City or
deposited in a separate fund held by the Trustee. The 1988
Bond funds will be deposited in a separate fund with the
Trustee. No expenditures shall be made or cost incurred from
moneys in said funds without prior authorization by the City.
Payment shall be in accordance with established City procedures
and the provisions of the supplemental indenture. Nothing in
this Agreement shall obligate any party to expend their own
funds for engineering and construction costs associated with
this project.
6581k/2160/008 -2-
7. Nothing in this section shall preclude a party from
sub-contracting all or any portion of work required under this
Agreement provided acceptable standards are met.
8. The parties agree to be bound by: (A) the terms of
the grant award, (B) the Public Works Application (ED-101P and
ED-101-A), (C) the grant budget (ED-508), (D) the special
conditions and standard terms and conditions for public works
and development facilities, (E) the publication "Requirements
for Approved Projects," Eighth Edition, June 1984, (F) the
Administration regulation, and (G) any Federal Register
announcement applicable to Economic Development Administration
Public Works Projects. In addition, the parties agree to
adhere to the assurances required by the Economic Development
Administration, provided as Attachment 1 and by reference
hereto is incorporated herein.
9. This Agreement may be amended only by a written
agreement executed by all parties.
10. The parties agree that they are bound by the
application forms and grant documents executed and accepted by
the City. The parties further agree to execute and submit
Exhibit 2, Civil Rights Status Report, and Exhibit 3, "Current
and Projected Employee and Payroll Data: (Form ED-612) and by
reference hereto is incorporated herein.
11. The City, as lead agency on the Plant, shall be
responsible for the following: filing Plant reports, receiving
and distributing funds, filing required financial reports, and
supervising, with the assistance of the other parties, the
bidding, award and management of the construction contracts.
12. This Agreement shall become effective on the date the
Economic Development Administration Grant is awarded to the
City. It shall remain in effect for a period of twenty-five
(25) years from the above-mentioned award date.
13. Except for the supplemental lease and such
supplemental documentation to be entered into between the
parties to secure the 1988 Bonds, this instrument constitutes
the sole and only agreement of the parties hereto relating to
the Plant and directly sets forth the rights, duties and
obligations of each to the others as of its date.
14. If any term, provision, covenant or condition of this
Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions
shall reimain in full force and effect and shall in no way be
affected, impaired, or invalidated.
6581k/2160/008 -3-
15. Captions of the sections of this Agreement are for
convenience of reference only and the words contained therein
shall in no way be held to explain, modify, amplify or aid in
the interpretation, construction, or meaning of the provisions
of this Agreement.
16. This Agreement shall inure to the benefit of and bind
the successors and assigns of each party hereto.
17. If any legal action is necessary to enforce the terms
of this Agreement, the prevailing party(ies) shall be entitled
to reasonable attorneys' fees, in addition to any other relief
to which that party may be entitled.
18. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original
and all of which, when taken together, shall constitute a
single Agreement.
19. The parties acknowledge and agree that neither of them
has made any representations with respect to the subject matter
of this Agreement or any representations including the
execution and delivery thereof except representations as are
specifically set forth herein.
20. No waiver or modification of this Agreement or of any
covenant, condition or limitation herein contained shall be
valid unless in writing and duly executed by the parties to be
charged therewith. This Agreement, however, may be extended by
mutual written consent of the parties.
21. This Agreement and performance hereunder and all suits
and special proceedings hereunder shall be construed in
accordance with the laws of the State of Calfornia in any
action, special proceeding, or other proceeding that may be
brought arising out of, in connection with, or by reason of
this Agreement, the laws of the State of California shall be
applicable and so govern to the exclusion of the laws of any
other forum without regard to the jurisdiction in which the
action or special proceeding may be instituted.
22. This Agreement shall be binding on and inure to the
benefit of the respective parties.
23. It is understood and agreed by the parties hereto that
while engaged in complying with any of the terms of this
Agreement, each party is an independent legal entity. It is
further understood and agreed that each party, their officers,
agents and employees, shall not be liable or responsible for
any injury or damage to person or property resulting from the
operations or activities of any of the parties to this
6581k/2160/008 -4-
Agreement while engaged in complying with any of the terms of
this Agreement. Each party agrees to indemnify and hold
harmless all other parties to this Agreement and its officers,
agents, and employees, from and against all claims and
liability for damage or injury to persons or property resulting
from the activities described in this Agreement.
24. Each party further agrees to carry at all times, at
its own expense, with responsible companies authorized to do
business in the State of California, liability insurance, or in
lieu thereof, to be self-insured in a manner as may be provided
in an indenture for the sale of the additional bonds.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date hereinabove set forth.
CITY OF BAKERSFIELD
THOMAS A, PAYNE ( .MAYOR
ATTEST:
RI~CH~D 0BERHDLZEt%~
CITY ATTORNEY'
CITY OF BAKERSFIELD PUBLIC
FACILITIES CORPORATION
6581k/2160/008 -5-