RESOLUTION NO. 2003 - 26

 

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN BENITO COUNTY WATER CONSERVATION AND FLOOD CONTROL DISTRICT AUTHORIZING AND APPROVING THE PREPAYMENT OF CERTAIN INSTALLMENT PAYMENTS RELATING TO THE $5,900,000 CERTIFICATES OF PARTICIPATION (1988 CAPITAL IMPROVEMENT FINANCING PROGRAM), THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING THERETO, AND APPROVING OTHER ACTIONS AND MATTERS RELATING THERETO

 

WHEREAS, the San Benito County Water District (formerly the San Benito County Water Conservation and Flood Control District), (the "District"), for the purpose of financing amounts needed to repay a loan made to the District on behalf of Zone 6 by the United States Department of the Interior, Bureau of Reclamation, entered into an Installment Sale Agreement dated as of August 1, 1988 (the "Installment Sale Agreement") with the Independent Public Facilities Corporation (the "Corporation"); and

 

WHEREAS, pursuant to the Installment Sale Agreement, the District agreed to make certain Installment Payments to the Corporation; and

 

WHEREAS, the Corporation assigned its rights to receive the Installment Payments to State Street Bank and Trust Company of California, N.A., the predecessor to U.S. Bank National Association, as trustee (as "Trustee"); and

 

WHEREAS, pursuant to a Trust Agreement dated as of August 1, 1988 (the "Trust Agreement"), the Trustee executed and delivered $5,900,000 initial principal amount Certificates of Participation (1988 Capital Improvement Financing Program) (the "Certificates"), of which $2,425,000 remains outstanding as of December 1, 2003; and

 

WHEREAS, the Installment Sale Agreement provides for prepayment of the Installment Sale Payments, and the Trust Agreement provides for prepayment of the Certificates, on the terms set forth in those agreements; and

 

WHEREAS, the District believes it would be in the best interest of the District to prepay the Installment Payments and the Certificates on February 1, 2004;

 

NOW, THEREFORE BE IT RESOLVED the Board of Directors of the San Benito County Water District hereby resolves as follows:

 

Section 1.    That the above recitals are true and correct.

 

Section 2.    That the District Manager shall be authorized and directed to instruct the Trustee to provide the required notice of such prepayment to owners of the Certificates in the manner set forth in the Trust Agreement.

 

Section 3.    That the District Manager shall be authorized and directed to transfer to the Trustee for deposit into the Installment Payment Fund established by the Trust Agreement an amount that will be sufficient to pay and discharge all of the Certificates outstanding on February 1, 2004 (including all principal, interest and prepayment premiums).

 

Section 4.  That the District Manager shall be authorized, in connection with the proposed redemption, to (1) retain Stone & Youngberg LLC, as financial advisor to the District and execute a Financial Services Agreement in substantially the form on file with the Secretary of the Board of Directors of the District, (2) retain Jones Hall, A Professional Law Corporation, as bond counsel to the District, and execute a Legal Services Agreement in substantially the form on file with the Secretary of the Board of Directors of the District, and (3) retain such additional advisors to the District, enter into agreements with such advisors, and pay the fees and expenses of such advisors, in each case as the District Manager determines are in the best interest of the District.

 

Section 5.  That all actions heretofore taken by the District Manager and any other officers and agents of the District with respect to prepayment of the Installment Payments and the Certificates shall be approved, confirmed and ratified, and that the District Manager and any other proper officers of the District, shall be authorized and directed, for and in the name and on behalf of the District, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the prepayment in accordance with this Resolution.

 

Section 6.    That this Resolution shall take effect immediately upon its adoption.

 

PASSED AND ADOPTED by the Board of Directors of the San Benito County Water District on this 17^th day of December, 2003 by the following vote:

 

AYES:          DIRECTORS:                   Perry, Tobias, De La Cruz, Keck

NOES:                   DIRECTORS:                   None

ABSENT:      DIRECTORS:                   Swanson

 

 

 

____________________________________

Kenneth A. Perry

President

 

 

ATTEST:       ___________________________________

                   Janet L. Miller

Administrative Services Officer