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HomeMy WebLinkAboutRes - 1989.121 - Certain Water Improvements / RESOLUTION NO. /74e9 /m2/ RESOLUTION OF THE BOARD OF DIRECTORS OF THE EAST VALLEY WATER DISTRICT AUTHORIZING THE SALE AND DELIVERY OF $1, 960, 000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION, APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, East Valley Water District, a public corporation organized and existing under the laws of the State of California (the "District" ) desires to acquire certain water improvements (the "Project" ) ; and WHEREAS, the East Valley Public Facilities Corporation, , a nonprofit public benefit corporation organized and existing under the laws of the State of California (the "Corporation" ) has the authority to assist in the financing of the Project on behalf of the East Valley Water District; and WHEREAS, the District and the Corporation desire to enter into an Installment Purchase Agreement dated as of June 1, 1989 by and between the District and the Corporation (the "Agreement" ) pursuant to which the Corporation will sell certain property to the District and the District will pay Installment Purchase Payments which will be pledged to the owners of the 1989 Certificates of Participation (Water Facilities) (the "Certificates" ) to be issued pursuant to a Trust Agreement, dated as of June 1, 1989 , by and among Security Pacific National Bank, as trustee (the "Trustee" ) , the District and the Corporation (the "Trust Agreement") ; and WHEREAS, the Certificates in an aggregate principal amount of $1, 960 , 000 will be issued secured by the Installment Purchase Payments to be made pursuant to the Agreement and all right, title and interest of the Corporation under the Agreement will be assigned to the Trustee pursuant to an Assignment Agreement, by and between the Corporation and the Trustee, dated as of June 1, 1989 (the "Assignment Agreement" ) ; and WHEREAS, the Board of Directors of the Corporation has advertised for the sale of the Certificates and at 10 : 30 a .m. on May 22 , 1989 has received the bids on the Certificates . The bid of MERRILL LYNCH CAPITAL MARKETS (the "Purchaser" ) offering $1, 911, 208 . 05 (par less a discount of $48, 791 . 95) at the following rates : Maturity Date Principal Interest June 1 Amount Rate 1990 $ 45, 000 6 . 40% 1991. 45, 000 6 . 40 1992 50, 000 6 .40 1993 55, 000 6 .40 1994 60, 000 6 . 50 1995 65, 000 6 . 50 1996 70, 000 6 . 50 1997 75, 000 6 . 50 1998 80, 000 6 . 50 1999 85, 000 6 . 50 2000 95, 000 6 . 50 2001 100, 000 6 . 50 2002 110, 000 6 . 50 2003 115 , 000 6 . 50 2004 125, 000 6 . 50 2005 135, 000 6 . 50 2006 145, 000 6 . 50 2007 155 , 000 6 . 50 2007 170 , 000 6 . 50 2009 180 , 000 6 . 50 05/22/89 4718n/2497/03 -2- * r WHEREAS, copies of each of the aforementioned documents have been presented to this Board of Directors; and NOW, THEREFORE, the Board of Directors of the District does hereby resolve as follows : SECTION 1 . This Board of Directors hereby authorizes the issuance of the Certificates in an aggregate principal amount of $1, 960 , 000 in accordance with the terms and provisions of the Trust Agreement as presented. The purposes for which the proceeds and the Certificates shall be expended are for the Project, as defined in the Agreement, and to pay the costs of the issuance of the Certificates . SECTION 2 . Security Pacific National Bank is hereby approved as Trustee on behalf of the owners of the Certificates with the duties and powers of such Trustee as set forth in the Trust Agreement . SECTION 3 . The Agreement is approved. The President and the Secretary of the District are authorized and directed for and in the name of the District to execute said Agreement . The Agreement shall be executed in substantially the form hereby approved, with such additions thereto and changes therein as are recommended or approved by Bond Counsel to the District and Corporation and such officers , such approval to be conclusively evidenced by the execution and delivery thereof . 05/22/89 4718n/2497/03 -3- SECTION 4 . The Trust Agreement and the Assignment Agreement are approved. The President and the Secretary of the District are authorized and directed for and on behalf of the District to execute and deliver the Trust Agreement in substantially the form approved, with such additions thereto and changes therein as are recommended or approved by Bond Counsel to the District and Corporation and such officers , such approval to be conclusively evidenced by the execution and delivery thereof . SECTION 5 . The Preliminary Official Statement as modified is hereby approved and the President or the Secretary of the District is authorized and directed to execute and deliver the final Official Statement in substantially the form of the modified Preliminary Official Statement, with such additions thereto and changes therein as are recommended or approved by the Financial Consultant and the Bond Counsel to the District and the Corporation and approved by the officer executing the Official Statement , such approval to be conclusively evidenced by the execution and delivery thereof . SECTION 6 . The President and the Secretary of the District and such other officers of the District are 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 sale and delivery of the Certificates and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. 05/22/89 4718n/2497/03 -4- SECTION 7 . This Board of Directors finds and determines that the District and all of its subordinate entities will not issue more than $10, 000, 000 of obligations during the calendar year 1989 and that the Certificates are designated as qualified tax-exempt obligations as that term is defined in Section 265(b) of the Internal Revenue Code of 1986 . SECTION 8 . This Resolution shall take effect from and after its date of-adoption. ADOPTED, SIGNED AND APPROVED this 22nd day of May, 1989 . L, L Presid nt of the Board of Directors of East Valley Water District (SEAL) ATT ST: Se e of t e Board of Directors o 1111 alley ater District 05/22/89 4718n/2497/03 -5-