HomeMy WebLinkAbout1997-08-26; Public Improvement Corporation; Resolution 97-2RESOLUTION NO. 9 7-2
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CITY OF CARLSBAD PUBLIC IMPROVEMENT
CORPORATION AUTHORIZING THE EXECUTION AND
DELIVERY OF NOT TO EXCEED $8,500,000 1997 WATER
REVENUE CERTIFICATES OF PARTICIPATION (1988
REFUNDING PROJECT), APPROVING THE EXECUTION
AND DELIVERY OF CERTAIN DOCUMENTS AND
AUTHORIZING CERTAIN ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the City of Carlsbad Public Improvement Corporation is a nonprofit public
benefit corporation organized and existing under the laws of the State of California (the “Corporation”)
with the authority to assist in the financing and refinancing of capital improvements on behalf of
Carlsbad Municipal Water District (the “District”); and
WHEREAS, the District and the Corporation desire to enter into that certain Installment
Purchase Agreement, dated as of September 1,1997, by and between the District and the Corporation
(the “Installment Purchase Agreement”), the form of which is on file with the Corporation, pursuant to
which Carlsbad will agree to purchase the Project (as defined in the Instalhnent Purchase Agreement)
from the Corporation and pay certain Installment Payments (as defined in the Installment Purchase
Agreement) in connection therewith which will be pledged to the owners of the Certificates (defined
below) pursuant to a Trust Agreement, dated as of September 1,1997, by and among the Trustee
named therein as trustee (the “Trustee”), the District and the Corporation (the “Trust Agreement”), the
form of which is on file with the Corporation; and
WHEREAS, the Corporation will assign to the Trustee payments under the Installment
Purchase Agreement, such assignment to be made pursuant to an Assignment Agreement, dated as of
September 1, 1997, by and between the Corporation and the Trustee (the “Assignment Agreement”),
the form of which is on fle with the Corporation; and
WHEREAS, the Corporation and the District have determined that it would be in the best
interests of the Corporation, the District and citizens of the community to authorize the preparation and
delivery of 1997 Water Revenue Certificates of Participation (1988 Refunding Project) in an aggregate
principal amount not to exceed $8,500,000 (the “Certificates”), which Certificates evidence
proportionate interests in certain installment payments to be made pursuant to the Installment Purchase
Agreement; and
WHEREAS, the Certificates will be sold to Dean Witter Reynolds Inc. (the “Underwriter”)
named in a Contract of Purchase, by and between the District and the Underwriter and acknowledged
by the Corporation (the “Contract of Purchase”);
WHEREAS, the District and the City of Carlsbad Public Improvement Corporation have
determined (i) that the District and all subordinate entities thereof do not anticipate that they will issue
506097.4U2062.0024
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in the aggregate more than $10,000,000 of tax-exempt obligations during calendar year 1997 and (ii)
that it is desirable and in the best interest of the District to designate the Certificates as “qualified tax exempt
obligations” for purposes of paragraph (3) of Section 265(b) of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, the Board of Directors of the Corporation does hereby resolve as
follows:
Section 1. Certificates. This Board of Directors hereby authorizes the preparation, sale
and delivery of the Certificates in an aggregate principal amount not to exceed $8,500,000 in
accordance with the terms and provisions of the Trust Agreement. The purposes for which the
proceeds of the sale of the Certificates shall be expended are to refinance acquisition and construction
of certain improvements to the District’s water system, to fund a reserve fund and to pay the costs of
the sale and delivery of the Certificates.
Section 2. Certificate Documents. The Installment Purchase Agreement, the
Assignment Agreement, the Trust Agreement and the Contract of Purchase presented at this meeting
are approved. The President or Vice-President and the Secretary are authorized and directed to
execute and deliver the Instalhnent Purchase Agreement, the Assignment Agreement and the Trust
Agreement and the President, Vice-President or Executive Director is authorized and directed to
acknowledge said Contract of Purchase. Such agreements and contract shall be executed or
acknowledged, as the case may be, in substantially the forms hereby approved, with such additions
thereto and changes therein as are approved by the officers executing such agreements and contract,
such approval to be conclusively evidenced by the execution and delivery or acknowledgment thereof
Section 3. Other Actions. The President, Vice-President, the Secretary, Executive
Director and such other officers of the Corporation are authorized and directed, acting singly, to do any
and all things and to execute and deliver any and all documents which such officers may deem
necessw or advisable in order to consummate the sale and delivery of the Certificates, and the delivery
of the Installment Purchase Agreement, Assignment Agreement and Trust Agreement and
acknowledgment of the Contract of Purchase and otherwise effectuate the purposes of this Resolution,
and such actions previously taken by such officers are hereby ratified and confirmed.
Section 4. The Certificates are hereby designated as “qualified tax exempt obligations”
for purposes of paragraph (3) of Section 265(b) of the Internal Revenue Code of 1986, as amended.
Section 5. Effect. This Resolution shall take effect immediately.
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PASSED, APPROVED, AND ADOPTED, at a regular meeting of the Carlsbad
Public Improvement Corporation held on the 26th day of
August , 1997, by the following vote, to wit:
Ayes: Board Members Lewis, Finnila, Nygaard and Hall
Noes: None
Absent: Board Member Kulchin
ATTEST:
Secretary
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STATE OF CALIFORNIA )
) ss.
COF OF SAN DIEGO )
Aletha L. Rautenkranz
I, I , Secretary of the City of Carlsbad Public Improvement Corporation, do
hereby certify that the above and foregoing Resolution was duly and regularly adopted by the Board of
Directors of said Corporation at a regular meeting held on the 26th day of August , 1997, and that it
was so adopted by the following vote:
AyES: Board Members Lewis, Finnila, Nygaard and Hall
NOES: None .a
ABSENT: Board Member Kulchin
ABSTAIN: None
Secretary of the City of Cklsbad Public Improkement
Corporation
50504?.4\22062.0023