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Reso 2016-880 RESOLUTION NO. 2016-880 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE COSTA MESA SANITARY DISTRICT AUTHORIZING THE EXECUTION AND DELIVERY OF AN INSTALLMENT SALE AGREEMENT, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION WITH THE ACQUISITION OF AN ADMINISTRATIVE FACILITY. WHEREAS, the Costa Mesa Sanitary District (the "District") is a public agency duly organized and existing under and pursuant to the laws of the State of California; and WHEREAS, the District desires to provide for financing in the approximate amount of $4,000,000.00 for the acquisition of an administrative facility (the "Project"); and WHEREAS, Municipal Finance Corporation (the "Corporation") has proposed a cost- effective twenty year installment sale financing arrangement at a 3.50% interest rate. NOW, THEREFORE, the Board of Directors does hereby resolve: 1. Installment Sale Agreement. The President of the Board of Directors, the General Manager or a designee in writing is hereby authorized to enter into an Installment Sale Agreement(the "Installment Sale")with the Corporation to finance the Project, subject to approval as to form by the District's legal counsel. 2. Attestations. The Secretary of the Board or other appropriate District officer is hereby authorized and directed to attest the signature of the President of the Board of Directors, the General Manager or of such other person or persons as may have been designated by the President of the Board of Directors or the General Manager, and to affix and attest the seal of the District, as may be required or appropriate in connection with the execution and delivery of the Installment Sale. 3. Authorization to Establish Proiect Fund. The Board of Directors hereby authorizes and directs the President of the Board, the General Manager or a designee in writing to make appropriate arrangements to establish a special fund into which the proceeds of the financing are deposited for the purpose of paying the costs of the Project. 4. Other Actions. The President of the Board of Directors, the General Manager and other officers of the District are each hereby authorized and directed, jointly and severally, to take any and all actions and to execute and deliver any and all documents, agreements and certificates which they may deem necessary or advisable in order to carry out, give effect to and comply with the terms of this Resolution and the Installment Sale. Such actions are hereby ratified, confirmed and approved. 5. Qualified Tax-Exempt Obligations. The Installment Sale is hereby designated as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The District, together with all subordinate entities of the District, do not reasonably expect to issue during the calendar year in which the Installment Sale is issued more than $10,000,000 of obligations which it could designate as "qualified tax-exempt obligations" under Section 265(b) of the Code. 6. Effect. This Resolution shall take effect immediately upon its passage. PASSED and ADOPTED on this 28th day of April 2016. aeA1( . Lad Secretary, Costa Mesa Sanitary District Presid:", Costa M-' .I anitary District Board of Directors Board of Dir:!! tors STATE OF CALIFORNIA) COUNTY OF ORANGE ) SS CITY OF COSTA MESA ) I, Noelani Middenway, Clerk of the Costa Mesa Sanitary District, hereby certify that the above and foregoing Resolution No. 2016-880 duly and regularly passed and adopted by said Board of Directors at a special meeting thereof held on the 28th day of April 2016. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Costa Mesa Sanitary District, this 28th day of April 2016. /111 oe -ni id. nway Clerk of the Costa esa Sanitary District