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HomeMy WebLinkAbout1988-10-25; Municipal Water District; Resolution 595I RESOLUTION NO. 595 RESOLUTION OF THE BOARD OF DIRECTORS OF COSTA REAL MUNICIPAL WATER DISTRICT, SAN DIEGO COUNTY, STATE OF CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AGREEMENT, AN OFFICIAL STATEMENT, AN INSTALLMENT SALE AGREEMENT, A TRUST AGREEMENT, AN AGENCY AGREEMENT, AN ESCROW AGREEMENT, AND CERTAIN OTHER DOCUMENTS IN CONNECTION WITH THE ISSUANCE AND SALE OF CERTIFICATES OF PARTICIPATION; AUTHORIZING THE PRESIDENT, SECRETARY, AND GENERAL MANAGER TO TAKE SUCH ACTIONS AS MAY BE REQUIRED IN THE ISSUANCE, PARTICIPATION TO THE PURCHASER THEREOF; AND MAKING CERTAIN OTHER FINDINGS AND DETERMINATIONS IN CONNECTION THEREWITH. ' SALE, AND DELIVERY OF SUCH CERTIFICATES OF WHEREAS, Costa Real Municipal Water District (the "District"), has heretofore determined to construct, install a acquire improvements to its water system and to finance same through funds made available through the issuance of certifica of participation in the aggregate principal amount not to exce $14,600,000; and I WHEREAS, the District has heretofore received a proposal from the investment banking firm of Stone & Youngberg (nUnderwriterff) to underwrite certificates to refund those 19E certificates heretofore issued so as to effect cash savings tc the District and to finance the construction, installation and acquisition of certain new water and reservoir improvements (s certificates to be referred to herein as the "Certificates!'); and WHEREAS, there have been presented to the District certai documents relating to the issuance, sale, and delivery of suct Certificates including a Purchase Agreement, an Official Statement, an Installment Sale Agreement, a Trust Agreement, z Agency Agreement, and an Escrow Agreement, all of which are hereby found to be satisfactory in form and substance; NOW, THEREFORE, the Board of Directors of Costa Real Municipal Water District, San Diego County, State of Californj DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER as follows: Section 1. That the recitals set forth hereinabove a] true and correct in all respects. I -1- Section 2. That the Purchase Agreement between the District and Underwriter presented at this meeting is hereby approved, and the President and Secretary are hereby authorize1 and directed for and in the name of and on behalf of the Distr to execute and deliver said Purchase Agreement in substantiall. said form with such changes therein as the President with the advice of special counsel or of the financial consultant to th, District may require or approve, such approval to be conclusiv evidenced by the execution and delivery thereof; provided that present value savings of at least $500,000 are to be achieved the 1984 certificates to be refunded. Section 3. That the proposed form of Official Stateme to be used in connection with the offer and sale of the Certificates is hereby approved and the General Manager is her authorized to execute and deliver the same with such changes therein as said General Manager, with the advice of special counsel or of the financial consultant to the District, may require or approve, such approval to be conclusively evidenced the execution and delivery thereof. Underwriter is hereby authorized to distribute copies of the Official Statement as finally executed to persons who may be interested in the purch of the Certificates, and is directed to deliver such copies to all actual purchasers of the Certificates. I Section 4. That the Installment Sale Agreement betwee the District and Independent Public Facilities Corporation (/(Corporation(/ herein), as seller, and presented at this meeti is hereby approved, and the President and Secretary are hereby authorized and directed for and in the name of and on behalf o the District to execute, acknowledge, and deliver said Installment Sale Agreement in substantially said form with SUC changes therein as the General Manager with the advice of spec counsel may require or approve, such approval to be conclusive evidenced by the execution and delivery thereof. Section 5. That the Trust Agreement between the District, the Corporation and Security Pacific National Bank a Trustee (the "Trustee") as presented at this meeting is hereby approved and the President and Secretary are hereby authorized and directed for and in the name of the District to execute, acknowledge and deliver said Trust Agreement in substantially said form with such changes as the General Manager with the advice of special counsel may require or approve, such approva to be conclusively evidenced by the execution and delivery thereof. I Section 6. That the Agency Agreement between the District and the Corporation as presented at this meeting is hereby approved and the President and Secretary are hereby authorized and directed for and in the name of the District to -2- I execute, acknowledge and deliver said Agency Agreement in substantially said form with such changes as the General Manac with the advice of special counsel may require or approve, SUC approval to be conclusively evidenced by the execution and delivery thereof. Section 7. That the Escrow Agreement between Securitl Pacific National Bank (the f'Escrow Bank") and the District as presented at this meeting is hereby approved and the President and Secretary are hereby authorized and directed for and in tk name of the District to execute and deliver said Escrow Agreen in substantially such form with such changes as the General Manager, with the advice of special counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. That the General Manager is hereby authori and directed to cause the Trustee upon payment of the purchase price therefor to execute and sign the Certificates in the aggregate principal amount set forth in accordance with the ,Purchase Agreement and said Trust Agreement. Section 9. That the President, Secretary, and General Manager are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents at the request of special counsel which they may deem necessary and advisable in order to effect issuance, sale, and delivery of the Certificates and otherwise effectuate the purposes of this resolution. PASSED, APPROVED AND ADOPTED this 25th day of October , 1988. I ATTEST: ( SEAL 1 I (ET30:USCOST.R) -3- I STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) 1 ss. I, John P. Henley, Secretary of the Board of Directors of Costa Real Municipal Water District, DO HEREBY CERTIFY that th foregoing resolution was duly adopted by the Board of Director of said District at a regular meeting of said Board held on th 25th day of October , 1988, and that it was so adopted by the following vote: I ( SEAL 1 AYES : Directors Woodward, Henley, Maerkle and E NOES : Directors None ABSENT: Directors Haasl a1 Municipal Wat oard of Director thereof 1 (ET30:USCOST.R) -4-