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HomeMy WebLinkAbout1989-09-28 - Resolution No. 89-340 4 RESOLUTION NO. 89-34 RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, APPROVING A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the Board of Directors (the "Board") of the Yorba Linda Water District (the "District") has expressed the interest of the District to participate in a lease financing program (the "Program") in conjunction with the California Special Districts Association (the "Association") and the CSDA Finance Corporation (the "Corporation"); and WHEREAS, the District proposed to participate in the Program in order to finance certain property (the "project") described in Exhibit C to the Lease Agreement (defined below) and it is in the public interest and for the public benefit that the District authorize and direct the execution of the Lease Agreement together with certain other financing documents in connection therewith, the forms of which have been provided to this Board of Directors at the meeting at which this Resolution was adopted; and WHEREAS, pursuant to the District's authorization, Prudential-Bache Capital Funding (the "Underwriter") has prepared and presented to the District a form of preliminary official statement containing information material to the sale of the Certificates of Participation described below (the "Preliminary Official Statement") and the Purchase Contract (the "Purchase Contract") relating to the sale of said Certificates of Participation, including the Letter of Representation attached as an exhibit to the Purchase Contract; and WHEREAS, the documents specified below have been filed with the District and the members of the Board, with the aid of its staff, have reviewed said documents. NOW THEREFORE, IT IS HEREBY RESOLVED, ORDERED AND DETERMINED, as follows: 0 4 tSecti n 1: The President of the Board (or the designated representative of the President), after approval by the Board (the "District Representative"), is hereby authorized and directed to execute the documents listed below on behalf of the District, in substantially the forms presented at this meeting, with such changes, insertions and omissions as may be approved by such official, and the Secretary of the Board or Deputy Secretary is hereby authorized and directed to attest to such official's signature: (a) a lease agreement, relating to the Project, between the Corporation, as lessor, and the District, as lessee (the "Lease Agreement"), dated as of October 1, 1989; (b) the Site Lease, dated as of October 1, 1989 (the "Site Lease") between the District, as lessor, and the Corporation, as lessee; (c) the Purchase Contract and Letter of Representation; and (d) related Closing Documents as required in connection with and related to financing the Project. 5gktion 2: The District Representative is hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this Resolution and the financing herein contemplated and authorized including, but not limited to, an encroachment permit, an easement, a license, a security document, or such other document as may be appropriate to transfer to the Corporation a legal interest in the real property upon which the Project will be constructed or located, if the Project includes a real property component, or to transfer to the corporation a legal interest in such portions of the Project that include personal property. Section 3: The Preliminary Official Statement is approved for distribution in connection with the offering of the CSDA Finance Corporation Certificates of Participation (California Special District Lease Finance Program) 1989 Series E (the "Certificates of Participation"). Section 4: The District Representative is authorized to approve corrections and additions or deletions to the Preliminary Official Statement by supplement or amendment thereto, or otherwise as appropriate, provided that any such correction and additions or 6 0 deletions shall by necessary to cause the information contained therein to conform with facts material to the Certificates of Participation or to the proceedings of the District or such corrections and additions or deletions are in form rather than in substance. Section 5: The District Representative is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Official Statement") and to execute such Official Statement and a certificate stating that the facts contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part ther eof for purposes of such certificate or statement) were, at the time of the issuance of the Certificates of Participation, true and correct in all material respects and the the Official Statement did not, on the date of delivery of the Certificates of Participation, contain any untrue statement of a material fact with respect to the District or omit to state material facts with respect to the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The District Representative shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Section 6: This Resolution shall take effect from and after its date of adoption. The following resolution was duly passed by the Board of Directors of the Yorba Linda Water District at a meeting held September 28, 1989, by the following vote: AYES: 5 NAYS: p ABSENT: o Signed and approved by me after is passage. By: Vice Attest: ) By: ~U~fCI/YYl ~1 Secretary of the Board ` President, Board Directors