EXHIBIT 13-B
RESOLUTION 2007-09
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE MONTEREY PENINSULA WATER MANAGEMENT DISTRICT
AUTHORIZING THE EXECUTION AND DELIVERY
OF AN INSTALLMENT PURCHASE AGREEMENT,
A BOND PURCHASE AGREEMENT, AN OFFICIAL STATEMENT AND
A CONTINUING DISCLOSURE CERTIFICATE AND
AUTHORIZING CERTAIN
RELATED MATTERS FOR AQUIFER STORAGE & RECOVERY PHASE 1 FACILITIES
WHEREAS,
the Monterey Peninsula Water Management District (the “District”) is duly organized and
existing under the laws of the State of California (the “Law”) and is
authorized pursuant to the Law to enter into an installment purchase agreement
for the purpose of financing and/or refinancing the acquisition and
construction of public capital improvements; and
WHEREAS,
the District desires to enter into one or more Installment Purchase Agreements
(the “Installment Purchase Agreement”), by and between the District and the
California Statewide Communities Development Authority, a joint exercise of
powers agency (the “Authority”) in order to provide for the financing and/or
refinancing of certain public capital improvements, including the financing
and/or refinancing of capital improvements to the District's Aquifer Storage
& Recover Phase I Facilities (the “Project”); and
WHEREAS,
this Board of Directors finds that the financing of the Project results in
significant public health benefits, including but not limited to more efficient
delivery of service, and that the Project constitutes facilities for the
production, storage, transmission, or treatment of water, recycled water, or
wastewater; and
WHEREAS,
the District desires to participate in the Authority's Water and Wastewater
Pooled Financing Program, a part of the Authority's economic development
financing programs (the “Program”) and that the Authority assign the right to
receive the Installment Payments under the Installment Purchase Agreement to a
trustee (the “Trustee”) to be named in a Master Indenture (the “Indenture”), by
and between the Authority and the Trustee and that the Authority issue its
Revenue Bonds (the “Bonds”) to finance and/or refinance the Project pursuant to
the Indenture; and
WHEREAS,
the District desires to participate in conjunction with the parties to that
certain Amended and Restated Joint Exercise of Powers Agreement Relating to the
California Statewide Communities Development Authority, dated as of June 1,
1998 (the “JPA Agreement”); and
WHEREAS,
the District proposes to participate in the Program and desires that certain
projects to be located within the District be financed pursuant to the Program
and it is in the public interest and for the public benefit that the District
do so; and
WHEREAS, in order to authorize the execution of the
Installment Purchase Agreement and the preparation of an Official Statement
relating to the Bonds (the “Official Statement”) and to provide for certain
related matters, the Board of Directors of the District deems it in the best
interests of the District to adopt this Resolution (the “Resolution”);
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD
OF DIRECTORS OF THE MONTEREY PENINSULA WATER MANANGEMENT DISTRICT, AS FOLLOWS:
Section 1. Execution
of the Installment Purchase Agreement and the Bond Purchase Agreement. The General Manager of the District (the “Authorized
Officer”) is hereby authorized and directed to execute for and on behalf of the
District the Installment Purchase Agreement, in the form filed with the minutes
of this meeting, with such changes therein as the Authorized Officer shall
approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
The
Authorized Officer is hereby authorized and directed to negotiate and accept on
behalf of the District the payment terms of the Installment Purchase Agreement
and the Bond Purchase Agreement which will reflect the terms of the sale of the
Bonds by the Underwriter (as defined below), such approval to be conclusively
evidenced by the execution and delivery thereof; provided, however, that the
aggregate principal components of the payments under Installment Purchase
Agreement may not exceed $3,100,000 the Underwriter's discount (without giving
effect to any original issue discount) may not exceed 1.25% of the aggregate
principal components of the payments under the Installment Purchase Agreement
and the average interest rate evidenced thereunder shall not exceed 5.25%. The Authorized Officer is hereby authorized
and directed to execute for and on behalf of the District a Bond Purchase
Agreement containing the final payment terms of the Installment Purchase
Agreement and the Bonds in the form filed with the minutes of this meeting,
with such changes therein as the Authorized Officer shall approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
The
obligation of the District to make the Installment Payments under the
Installment Purchase Agreement is a special obligation of the District payable
solely from the District Net Revenues (as defined under the Installment
Purchase Agreement), and does not constitute a debt of the District or of the
State of California or of any political subdivision thereof in contravention of
any constitutional or statutory debt limitation or restriction. The District shall not be obligated to make
payments to cover the shortfall in payments of any other participant in the
Program.
Section 2. Authorization
of Preliminary Official Statement, Execution of Final Official Statement,
Execution of Continuing Disclosure Certificate. The District
hereby approves the form of the Preliminary Official Statement (the “Preliminary
Official Statement”) relating to the Bonds.
The Authorized Officer is hereby authorized to certify that said
Preliminary Official Statement, is as of its date “deemed final” for purposes
of Rule 15c2-12 of the Securities and Exchange Commission. The Authorized Officer is hereby authorized
and directed to execute for and on behalf of the District a final Official
Statement, in substantially the form of the Preliminary Official Statement,
with such changes therein (and additions thereto to reflect the terms of the
sale of the Bonds) as the Authorized Officer shall approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
The
Authorized Officer is hereby authorized and directed to execute for and on
behalf of the District a Continuing Disclosure Certificate, in the form filed
with the minutes of this meeting, with such changes therein as the Authorized
Officer shall approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 3. JPA Matters. The District hereby approves the Project and
the Authority as issuer of the Bonds to finance the Project pursuant to Section
9 of the Agreement.
Section 4. Appointment
of Professionals. Henderson Capital Partners, LLC (the
“Underwriter”) is hereby confirmed and appointed as the District's underwriter
in connection with the financing authorized by this Resolution. Hawkins Delafield & Wood LLP is hereby
confirmed as the Bond Counsel (“Bond Counsel”) in connection with the Bonds.
Section 5. Other
Actions Authorized. The Authorized Officer is hereby authorized
to take all actions and execute any and all documents described in this
Resolution and otherwise necessary or desirable to effect the execution and
delivery of the Installment Purchase Agreement and to make any changes to the
forms of the legal documents approved in this Resolution as necessary or
desirable to comply with the terms of municipal bond insurance; to change the
dates and the percentages in the rate covenant and additional debt test
contained in any documents approved at this meeting from the dates and
percentages on the forms submitted to this meeting; if the District is not a
party thereto, to enter into the Amended and Restated JPA Agreement prior to
the delivery of the Bonds; and to do any and all things and to execute and
deliver any and all documents which they may deem necessary or advisable in
order to consummate the execution and delivery of the Installment Purchase
Agreement and otherwise to carry out, give effect to and comply with the terms
and intent of this Resolution, the Installment Purchase Agreement, the Bond
Purchase Agreement, the Preliminary Official Statement, the Official Statement
and the Continuing Disclosure Certificate.
Such actions heretofore taken by such officer is hereby ratified,
confirmed and approved. The Authorized
Officer is further authorized to take all actions and execute any and all
documents necessary or desirable to refund, defease, redeem and otherwise
provide for the payment of any of the District's outstanding obligations, if
any, which are to be refinanced in connection with the execution of the
Installment Purchase Agreement. The
Authorized Officer is authorized to substitute a non-profit corporation or joint
powers authority for the Authority in connection with the transaction
authorized in this Resolution on the advice of Bond Counsel.
Section 6. Effectiveness. This
Resolution shall take effect immediately.
On motion of Director ___________, and second
by Director ________, the foregoing resolution is duly adopted this 18th
day of June 2007 by the following votes:
AYES:
NAYS:
ABSENT:
I,
Witness my hand and seal of the Board
of Directors this ____ day of June 2007.
_____________________________________
Deputy Secretary to the Board
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