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HomeMy WebLinkAboutResolution 2020-01 MCWDRESOLUTION NO.2020-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE MILLVIEW COUNTY WATER DISTRICT APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS AND AUTHORIZING AND DIRECTING RELATED ACTIONS WHEREAS, the Millview County Water District (the "District") desires to acquire certain additions, betterments, extensions and improvements to its water system consisting primarily of the acquisition of the property located at 555 Kunzler Ranch Road in Ukiah, California and related easements (collectively, the "Project"); WHEREAS, to implement the acquisition of the Project, the District is proposing to enter into an Installment Sale Agreement (the "Installment Sale Agreement") with the Public Property Financing Corporation of California, a California nonprofit public benefit corporation (the "Corporation"), whereby the Corporation will acquire and sell the Project to the District and the District will pay installment payments to the Corporation for the purchase of the Project; WHEREAS, concurrently with the execution and delivery of the Installment Sale Agreement, the District is proposing that the Corporation assign its rights and interests in the Installment Sale Agreement, including its rights and interests to receive the installment payments payable by the District thereunder, to the Manager of the District, as trustee (the "Trustee") pursuant to an Assignment Agreement (the "Assignment Agreement") to be entered into between the Corporation and the Trustee; WHEREAS, concurrently with the execution and delivery of the Installment Sale Agreement and the Assignment Agreement, the District is proposing that the District, the Corporation and the Trustee enter into a Trust Agreement (the "Trust Agreement"), whereby the Trustee will execute and deliver certificates of participation (the "Certificates") evidencing direct, undivided, fractional interests of the owners thereof in the installment payments to be made by the District under the Installment Sale Agreement; WHEREAS, the District is proposing that the Certificates be sold to the United States of America, acting through the Rural Utilities Service (the "RUS") and that the proceeds of the sale of the Certificates be used to acquire the Project; and WHEREAS, in connection with the foregoing, the District desires to adopt a debt policy (the "Debt Policy") and certain post -issuance tax compliance procedures for tax-exempt obligations (the "Tax Procedures"); and WHEREAS, there have been made available to the Board of Directors of the District (the "Board") proposed forms of the Installment Sale Agreement, the Assignment Agreement, the Trust Agreement, the Debt Policy and the Tax Procedures; NOW, THEREFORE, BE IT RESOLVED by the Board as follows: Section 1. The proposed forms of the Installment Sale Agreement, the Assignment Agreement and the Trust Agreement, as made available to the Board, are hereby approved. The President of the Board, the Vice President of the Board, any other member of the Board, the District's Manager, or the designee of any of them (each a "District Representative") is hereby authorized and directed, for and on behalf of the District 4141-8291-5524 4 to execute and deliver the Installment Sale Agreement and the Trust Agreement in substantially said forms, with such changes and insertions therein as the District Representative executing the same, with the advice of counsel to the District, may approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, that the principal components of the installment payments scheduled to be paid by the District under the Installment Sale Agreement shall not exceed $3,000,000 in aggregate principal amount and the final scheduled installment payment shall be due not later than 2060. Section 2. The sale of the Certificates to the RUS is hereby authorized and approved. Any District Representative is hereby authorized and directed, for and on behalf of the District, to accept an offer by the RUS to purchase the Certificates. The Manager of the District, acting as Trustee pursuant to the Trust Agreement, is hereby authorized and directed to execute the Certificates and deliver the Certificates to the RUS in accordance with the Trust Agreement, as finally executed. Section 3. The Debt Policy and the Tax Procedures are hereby approved and adopted as the Debt Policy and Tax Procedures of the District. Section 4. The District Representatives and other appropriate officers and agents of the District, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the District, to execute and deliver any and all documents and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to effectuate the actions which the Board has approved in this Resolution and to consummate by the District the transactions contemplated by the documents approved hereby, including any subsequent amendments, waivers or consents entered into or given in accordance with such documents. Section 5. All actions heretofore taken by the District Representatives and other appropriate officers and agents of the District with respect to the transactions contemplated by the documents approved by this Resolution are hereby ratified, confirmed and approved. Section 6. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 16"' day of June, 2020, by the Board of Directors of the Millview County Water District, by the following vote: AYES: Directors: 8L4 dMVj Yrl-�tanl NOES: Directors: .(9- ABSENT: Directors: 't9' ATTEST: 0'1K, &Irdor-M,—don S S esident 4141-9291-5524.4