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HomeMy WebLinkAbout1997-08-26; Municipal Water District; Resolution 9931 0 0 RESOLUTION NO. 993 RESOLUTION OF THE CARLSBAD MUNICIPAL WATER DISTRICT 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 ACTS IN CONNECTION THEREWITH WHEREAS, the Carlsbad Municipal Water District (the “District”), a municipal water distr duly organized and existing under and pursuant to the Constitution and laws of the State of Californi formerly known as Costa Real Municipal Water District, has determined that it is in the best interest the District to refinance $8,160,000 outstanding principal amount of Installment Sale Agreement wh was originally executed and delivered in connection with those certain 1988 Certificates of Participation (the “1988 certificates”) to finance and refinance the expansion of the District’s water to exceed $8,300,000 aggregate principal amount of 1997 Water Revenue Certificates of Parhcipatic (1 988 Refunding Project) (the “Certificates”); and system (collectively, the “1 9 88 Installment Purchase Agreement‘,) by the execution and delivery of n WHEREAS, the District has determined the necessity to amend certain terms of the Installment Purchase Agreement to delete the requirement that the District deposit cash with the noti to the Trustee of the District’s zxercise of its option to prepay the Installment Payments under the Installment Purchase Agreement (collectively, the “Amendment”); and WHEREAS, Section 10.4 of the Installment Purchase Agreement and Section 10.01 of that certain Trust Agreement executed in connection with the delivery of the 1988 Certificates provide th the Installment Purchase Agreement may be amended, without the consent and approval of the own€ of the 1988 Certificates but with the prior written consent of the District, Bond Investors Guaranty Insurance Company (“BIG”) and the Independent Public Facilities Corporation (the “Corporation”), regard to questions arising thereunder, as the parties thereto deem necessary or desirable, and which shall not adversely affect the interest of the Owners of the 1988 Certificates; and WHEREAS, the District, MBIA Insurance Corporation, as successor in interest to BIG, an( First Trust of California, National Association, as assignee of all rights and interests of the Corporati pursuant to that certain Assignment Agreement executed in connection with the delivery of the Installment Purchase Agreement and the 1988 Certificates, have consented in writing to the terms ol that First Amendment to Installment Purchase Agreement dated as of September 1, 1997 by and between the District and First Trust of California, National Association, as assignee of the Corporati the form of whxh is on file with the District (the “Amendment”); and 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 issl in the aggregate more than $10,000,000 of tax-exempt obligations during calendar year 1997 and (ii 505254.5Y22062.0024 0 0 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 ol 1986, as amended; NOW, THEREFORE, the Board of Directors of the Carlsbad Municipal Water District hereby finds, determines, declares, and resolves as follows: SECTION 1. The Installment Purchase Agreement in substantially the form on file with thi District and, upon execution as authorized below, made a part hereof as though set forth in full herei~ be and the same is hereby approved. The President or Vice-president and the Secretary are hereby authorized and directed to execute and deliver the Installment Purchase Agreement with such changc insertions and omissions as may be approved by the officers executing the same, said execution bein conclusive evidence of such approval. SECTION 2. The Trust Agreement, in substantially the form on file with the District and, upon execution as authorized below, made a part hereof as though set forth in full herein, be and the same is hereby approved. The President or Vice-president and the Secretary are hereby authorized z directed to execute and deliver the Trust Agreement with such changes, insertions and omissions as may be approved by the officers, executing the same, said execution being conclusive evidence of su approval. SECTION 3. The Escrow Agreement, in substantially the form on file with the Distnct anc upon execution as authorized below, made a part hereof as though set forth in full herein, be and the same is hereby approved. The President or Vice-president and the Secretary are hereby authorized 2 directed to execute and deliver the Escrow Agreement with such changes, insertions and omissions 2 may be approved by the officers, executing the same, said execution being conclusive evidence of su approval. SECTION 4. The Contract of Purchase, in substantially the form on file with the District a upon execution as authorized below, made a part hereof as though set forth in full herein, be and the same is hereby approved. The Executive Manager or General Manager is hereby authorized and directed to execute and deliver the Contract of Purchase with such changes, insertions and omission: may be approved by the officer executing the same, said execution being conclusive evidence of SUC approval; provided, however, that in no event shall the principal amount of the Certificates exceed $8,500,000 (except such principal amount may be increased to provide original issue discount), nor shall the underwriters’ discount (not including original issue discount) exceed 1.5% of the Certificat to be issued, and provided that the net present value of the Installment Payments payable under the Installment Purchase Agreement is at least 3.5 percent less than the net present value of the paymenl under the 1988 Installment Purchase Agreement. SECTION 5. The preparation and distribution of the Preliminary Official Statement, in the form on file with the District, be and the same is hereby approved. The Executive Manager or Gene Manager is hereby authorized to sign a certrficate pursuant to Rule 15~2-12 promulgated under the Securities Exchange Act of 1934 relating to the Preliminary Official Statement and the President or Vice-president is hereby authorized and directed to execute, approve and deliver the final Official Statement in the form of the Preliminq Official Statement which, upon execution as authorized below, is made a part hereof as though set forth in full herein, with such changes, insertions and 505254.5D2062.0024 2 0 0 omissions as the officer executing said document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The underwriters named in the Contra of Purchase are hereby authorized to distribute copies of said Preliminary Official Statement to persc who may be interested in the initial purchase of the Certificates and are directed to deliver copies of 2 final Official Statement to all actual initial purchasers of the Certificates. SECTION 6. The Continuing Disclosure Certificate in substantially the form on file with tl District and, upon execution as authorized below, made a part hereof as though set forth in full herell hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate with suc changes, insertions and omissions as may be approved by the officer executmg the same, said be and the same is hereby approved. The President or Vice-president or Executive Manager are execution being conclusive evidence of such approval. SECTION 7. The form of the Amendment presented at this meeting is hereby approved. Each of the President, Vice-president and the Secretary is hereby authorized for and in the name oft, District to execute the Amendment in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by the officers executing the same. Approval of such changes shall be conclusively evidenced by the execution and delivery of the foregoing document by such officers. SECTION 8. The President, Vice-president, Executive Manager, General Manager and Financial Management Director and any other proper officer of the District, acting singly, be and eac of them hereby is authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and bgs necessary or proper for carryi out the transactions contemplated by the Trust Agreement, the Escrow Agreement, the Installment Purchase Agreement, the Contract of Purchase, the Continuing Disclosure Certificate and this Resolution. SECTION 9. First Trust of California, National Association, Los Angeles, California is hereby appointed to act as trustee under the Trust Agreement. SECTION 10. The District has selected Stradling, Yocca, Carlson & Rauth, a Professional Corporation, to act as Special Counsel to the District on certain aspects of the execution and delivery the Certificates, and hereby authorizes the City Manager and Financial Management Director, acting singly, to execute the Special Counsel Agreement for Certificates of Participation substantially in the form which has been presented to this Board.. SECTION 11. The Executive Manager or Financial Management Director is hereby authorized to select a municipal bond insurer to insure payments of interest with respect to and principal of the Certificates so long as the Executive Manager or Financial Management Director determines that obtaining the municipal bond insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to the Certificates. SECTION 12. The Certificates are hereby designated as “qualified tax exempt obligation^^^ for purposes of paragraph (3) of Section 265(b) of the Internal Revenue Code of 1986, as amended. 505254.5Y22062.0024 3 0 0 SECTION 13. Unless otherwise defined herein, all terms used herein and not otherwise defined shall have the meanings given such terms in the Trust Agreement unless the context otherwise clearly requires. SECTION 14. This resolution shall take effect immediately. PASSED, APPROVED, AND ADOPTED, at a regular meeting of the Carlsbad Municipal Water District 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 Kulnhin n .ILIIALI /” 47 A” /I ATTEST: a e STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ) ss. I, Aletha L. Rautenkranz , Secretary of the Carlsbad Municipal Water District, do hereby certify that the above and foregoing Resolution is a full, true and correct copy of Resolution No. 993 of said Board, and that the same has not been amended or repealed as of the date hereof. DATED: September 2 ,1997. (SEAL) &d! @& Secretary of the Carlsbad Municipal Water District