HomeMy WebLinkAboutRes - 1991.139 - Stock Sale Agreement RESOLUTION NO. 1991:139
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
EAST VALLEY WATER DISTRICT APPROVING THE
SECOND AMENDED AND RESTATED STOCK SALE AND
ASSIGNMENT AGREEMENT FURTHER AMENDING THE
STOCK SALE AGREEMENT AND CERTAIN ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the East Valley Water District (the "District" ) and
the Big Bear Municipal Water District ( "Big Bear" ) have
heretofore entered into a Stock Sale Agreement dated December
16, 1988 regarding 19 ,870 shares of stock in the Bear Valley
Mutual Water Company (such agreement together with any
amendments thereto is described as the "Stock Sale Agreement" ) ;
and
WHEREAS, the District and Big Bear desire to enter into the
Second Amended and Restated Stock Sale and Assignment Agreement
dated as of October 15, 1991 (the "Installment Sale Agreement" )
to facilitate Big Bear in its issuance of its Certificates of
Participation, Series 1991; and
WHEREAS, the District pursuant to the terms of the
Installment Sale Agreement desires to assign all of its rights
and interests (except for its right to indemnification contained
therein) under such Installment Sale Agreement to the Big Bear
Municipal Water District Public Facilities Corporation in
consideration of an amount not less than the remaining amount
owing on the Stock Sale Agreement from Big Bear, which amount is
estimated to be $607,475 . 79; and
WHEREAS, the District believes that the amendment of the
Stock Sale Agreement by approving the Installment Sale
Agreement, including assignment, is in its best interests .
NOW, THEREFORE, the Board of Directors of the East Valley
Water District does hereby resolve as follows :
SECTION 1 : Each of the foregoing recitals is true and
correct.
SECTION 2 : The form of the Installment Sale Agreement
presented at this meeting is hereby approved. The President and
the Secretary of the District are hereby authorized and directed
for and in the name of the District to execute such Installment
Sale Agreement. The Installment Sale Agreement shall be
executed in substantially the form hereby approved, with such
additions thereto and changes therein as are recommended and
approved by Bond Counsel to Big Bear and approved by such
officers, such approval to be conclusively evidenced by the
execution and delivery thereof .
c)
SECTION 3 : The President, Vice President, Secretary and
General Manager of the District are hereby authorized and
directed, jointly and severally, to do any and all things and to
execute and deliver any and all documents which they may deem
necessary and advisable in order to consummate the Installment
Sale Agreement and otherwise effectuate the purposes of this
Resolution.
SECTION 4 : In the event either the President of the
District is unavailable or unable to execute and deliver the
above-referenced document, any other member of the Board of
Directors may validly execute and deliver such document, and any
documents required to be signed by the Secretary may be signed
by any Deputy Secretary.
SECTION 5 : This resolution shall take effect from and after
its date of adoption.
ADOPTED, SIGNED AND APPROVED by the Board of Directors of
the East Valley Water District at a regular meeting held on the
23rd day of September, 1991 .
ROLL CALL VOTE: EAST VALLEY WATER DISTRICT
AYES : Directors Disch, Lightfoot,
Doulgas , Schnarre, Stoops
j
NOES: None By.
ABSENT: None Its : Pr sident
DJ
ATTEST:
Sandra Shepherd, Secretary
7395u/2517/003 -2- C)