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HomeMy WebLinkAbout4947_CCv0001.pdf RESOLUTION NO. 4947 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS AUTHORIZING THE REFUNDING OF ITS 1985 CERTIFICATES OF PARTICIPA'T'ION AND EXECUTION OF AN ESCROW DEPOSIT AND TRUST AGREEMENT, THE SALE OF ITS VARIABLE RATE CERTIFICATES OF PARTICIPATION (1993 WATER TREATMENT FACILITIES REFUNDING PROTECT) , AUTHORIZING EXECUTION AND DELIVERY BY THE CITY OF AN INSTALLMENT SALE AGREEMENT, A TRUST AGREEMENT, A PAYMENT AGREEMENT AND PURCHASE CONTRACT, APPROVING AND AUTHORIZING DELIVERY OF A PRELIMINARY AND FINAL OFFICIAL STATEMENT WITH RESPECT TO THE ISSUANCE AND SALE OF CERTIFICATES OF PARTICIPATION, APPOINTING A TRUSTEE AND MAKING OTHER FINDINGS RELATING THERETO WHEREAS, the City Council (the "City Council" ) of the City of Redlands (the "City" ) has previously issued certificates of participation in the aggregate principal amount of $24, 540, 000 Domestic Water Treatment Facilities 1985 Refunding Project (the "Prior Certificates" ) for the purpose of financing and refinancing the construction and acquisition of improvements to the City' s Water Treatment Facilities (the "Project") ; and WHEREAS, the City Council has expressed its intent to issue Certificates of Participation in an aggregate principal amount not to exceed $29 , 000, 000 (1993 Water Treatment Facilities Refunding Project) (the "Certificates") in order to accomplish the refunding and refinancing of the Prior Certificates; and WHEREAS, in order to accomplish the refinancing of the Project and the issuance and sale of the variable rate Certificates, it is necessary that the City enter into the Installment Sale Agreement, the Trust Agreement, the Escrow Deposit and Trust Agreement, the Payment Agreement and the Purchase Contract, hereinafter more particularly described, and that certain other action be taken and authorized; and WHEREAS, this City Council desires to authorize the sale of the Certificates upon the terms and conditions hereinafter set forth; and WHEREAS, there has also been presented to this City Council a Preliminary Official Statement relating to the Certificates and this City Council hereby determines that the discussion and information contained therein is correct, and that said Preliminary Official Statement should be approved and that the preparation and delivery of a Final Official Statement should also be approved and authorized; -1- KA6148350 NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS : Section 1 . Approval of Issuance_ of Certificates of Participation. The issuance of the City' s 1993 Certificates of Participation (1993 Water Treatment Facilities Refunding Project) is hereby approved. The City Manager, based on such advice of staff as he may deem necessary, is hereby authorized and directed to act on behalf of the City to establish and determine (i) the final principal amount of the Certificates in an amount not to exceed $29 , 000 , 000 ; (ii) the final interest rates on various maturities of the Certificates, provided that the rates shall not exceed 12$; (iii) the underwriter' s discount for the purchase of the Certificates, which amount shall not exceed 1. 5%-; and (iv) an original issue discount which shall not exceed 1 . 0%- of the principal amount of the Certificates . Section 2 . instgllment Sale Agreement . The form of agreement entitled "Installment Sale Agreement" presented to this meeting and to be entered into by and between the City and the Redlands Public Improvement Corporation (the "Corporation" ) , which provides generally for (i) the conveyance to the Corporation of the Project by the City, (ii) the reconveyance of the Project to the City by the Corporation, and (iii) the payment by the City to the Corporation of Installment Payments in amounts which will be sufficient to pay the principal and interest owing on the Certificates is hereby approved, and the Mayor or his designee is hereby authorized and directed for and in the name and on behalf of the City to execute and the City Clerk is hereby authorized to acknowledge and deliver said agreement in substantially the form hereby approved, with such insubstantial changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 3 . Tru t Agreement . The form of agreement entitled "Trust Agreement." presented to this meeting, to be entered into by and among the City, the Agency, Bank of America National Trust and Savings Association, as trustee (the "Trustee" ) , and Security Pacific National Trust Company, as Tender Agent, which provides generally for (i) the execution and delivery by the Trustee of the Certificates, (ii) the establishment and maintenance by the Trustee of certain funds for the benefit of the City and the owners of the Certificates, and (iii) the performance of other duties by the Trustee, is hereby approved and the Mayor or his designee is hereby authorized and directed for and in the name and on behalf of the City to execute and the City Clerk is hereby authorized to acknowledge and deliver said agreement in substantially the form hereby approved, with such insubstantial changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . -2- KA6148350 Section 4 . Approval of Payment Agreement . The form of Payment Agreement by and among the City, the Trustee and FGIC Securities Purchase, Inc. a Delaware corporation (the "Payment Agreement" ) providing for the purchase of tendered variable rate bonds by FGIC Securities Purchase, Inc . is hereby approved and the City Manager is hereby authorized and directed to evidence the City' s offer and acceptance made by the Payment Agreement by executing and delivering such Payment Agreement in said form with such insubstantial changes therein as may be approved by the City n-. nager, such approval to be conclusively evidenced by the execution and delivery thereof . Section 5 . Approval of Escrow Deposit and Trust Agreement . The from of the agreement entitled "Escrow Deposit and Trust Agreement" presented to this meeting and to be entered into by and between the City and Bank of America National Trust and Savings Association, the Trustee for the Prior Bonds, which provides generally for the purchase and deposit of federal securities to secure the payment of principal of, interest and premium, if any, on the Prior Bonds, is hereby approved, and the Mayor or his designee is hereby authorized and directed for and in the name and on behalf of the City to execute and the City Clerk is hereby authorized to acknowledge and deliver said agreement in substantially the form hereby approved, with such insubstantial changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 6 . Approval of Purchase Contract . The form of Purchase Contract by and among the City and M. L. Stern & Co. , Inc . (the "Purchase Contract" ) providing for the purchase of the Certificates by M. L. Stern & Co. , Inc . , underwriter for the Certificates , from the City, presented at this meeting and the purchase and sale of the Certificates pursuant thereto upon the terms and conditions set forth therein is hereby approved and the City Manager is hereby authorized and directed to evidence the City' s offer and acceptance made by the Purchase Contract by executing and delivering said Purchase Contract in said form with such insubstantial changes therein as the City Manager may approve, such approval to be conclusively evidenced by the execution and delivery thereof . The City hereby delegates to the City Manager the authority to establish the final principal amount of the Certificates , the interest rates of the Certificates and the underwriter' s discount on such terms and conditions as the City may determine subject to Section 1 hereof . Section 7 . Official Statement . The City Council hereby approves the Preliminary Official Statement (the "Preliminary Official Statement" ) and authorizes its distribution in connection with the sale of the Certificates . The City Manager is authorized to approve the amendment of the Preliminary Official Statement from time to time, pending distribution thereof, as shall be required, and in the opinion of the City Manager and Special Counsel, to - 3 - KA8148350 cause the Preliminary Official Statement to contain any further information necessary to accurately describe the Certificates and to certify that the Preliminary Official Statement as distributed is deemed to be "near final " within the meaning of Rule 15c-2 - 12 of the Securities Exchange Commission. The Final Official Statement to consist of the Preliminary Official Statement and such changes thereto as may be approved by the City Manager, upon advice of Special Counsel , is hereby approved and the Mayor and the City Manager or their designee is hereby authorized to execute said Final Official Statement on behalf of the City. The City Manager or his designee is hereby authorized to approve and authorize such changes in the Preliminary Official Statement in the preparation of the Final Official Statement as are approved by Special Counsel to the City. The distribution of the Preliminary Official Statement in connection with the sale of the Certificates is hereby approved. Section S . Trustee. Bank of America National Trust and Savings Association is hereby appointed as Trustee pursuant to the Trust Agreement, to take any and all action provided therein to be taken by the Trustee, and is further designated and appointed as paying agent for the Certificates . Section 9 . Tender Agent . Security Pacific National Trust Company is hereby appointed as Tender Agent pursuant to the Trust Agreement, to take any and all action provided therein to be taken by the Tender Agent. The City Manager is authorized to execute an agreement relating to the services of the Tender Agent . Section 10 . Special Counsel . The law firm of Best, Best & Krieger is hereby retained as bond counsel on the terms set forth in the proposed letter of said firm on file with the City and either the City Manager or Finance Director is hereby authorized and directed to execute said proposal letter for and in the name of the City. Section 11. Remarketing Agent. M.L. Stern & Co. , Inc. and Bank of America National Trust and Savings Association are hereby appointed, respectively, as Remarketing Agent pursuant to the Trust Agreement and are authorized to take all action provided therein to be taken by the Remarketing Agent . The City Manager is authorized to execute an agreement relating to the services of the Remarketing Agent . Section 12 . Form of Certificates . The form of the Certificates as set forth in the Trust Agreement is hereby approved, and the Trustee is hereby authorized to execute and deliver the Certificates in an aggregate principal amount as set forth in the Trust Agreement and to apply and expend the proceeds thereof as specified in the Trust Agreement . Section 13 . Requisitions . The Mayor and the City Manager, or any one of them, are hereby authorized and directed to execute one or more requisitions authorizing the Trustee to pay the -4- KA8148350 cost of issuing the Certificates from the proceeds of the Certificates pursuant to the Trust Agreement. Section 14 . Other Acts. The Mayor, the City Clerk, the City Manager and the Finance Director are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the staff and special counsel they may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, including the acquisition of a municipal bond insurance policy, a reserve fund surety, attaining ratings on the Certificates and appointments of a remarketing agent or agent for the Certificates or otherwise to effectuate the purposes of this Resolution, including signing any commitment agreements relating thereto, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 15 . Effective Date. This Resolution shall take effect upon adoption. ADOPTED this 19th day of Janua " 19 3 .\ s ) _ G Mayo o e i y Redlands ATTEST City CXerk oftip e/` City 6f Redlanie7 -5- KA8148350 1, Lorrie Poer y City Clerk of the City of do Redlands, California, hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of Redlands, California, at a regular meeting thereof held on the 19th day of January, 1993 , by the following vote of the City Council : AYES : Councilmembers Larson, Milson; Mayor DeMirjyn NOES : Councilmembers Cunningham, Foster ABSENT: None ABSTAINED: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Redlands, California this 19th day of January _ 1993 . City Clerk of 3 �'ity cof Reulands, Califor4ia -- -5- KA8148407 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) SS CITY OF REDLANDS ) I, Lorrie Poyzer, City Clerk of the City of Redlands, California, hereby certify under penalty of perjury that the attached is a full, true and correct copy of Resolution No. 4947 as regularly passed and adopted by the City Council of the City of Redlands on the 19th day of January, 1993, as appears on record in my office; that since the adoption date said resolution has not been amended, modified or repealed, and that it is presently valid and an existing Iaw of the City of Redlands, California. WITNESS my hand and the official seal of the City of Redlands this 27th day of April, 1993. Lorne Poyzer, City Clerk City of Redlands, California AGENDA ITEM NO, COUNCIL MEETING OF 1/19/93 BEST, BEST & KRIEGER A PARTNERSN:P It-�C�u GING pGOFESSI[]NA:.G4RPORATI�NS LAWYERS ARTHUR L.LITTLEWORTH' DOUGLAS S.PHILLIPS' MATT H.MORRIS MARSHALL S.RUDOLPH 400 MISSION SQUARE GLEN€.STEPHENS` ANTONIA GRAPHOS JEFFREY V.DUNN KIM A.BYRENS 3750 UNIVERSITY AVENUE. WILLIAM R.DeWOLF£' GREGORY K.WILKiNSON STEVEN C.DeBAUN CYNTHIA M..GERMANO POST OFFICE BOX 1028 BARTON C.GAUT' WYNNE S_FURTH BRANT H.DVEIRIN MARY E.GILSTRAP PAUL T.SELZER' DAVID L.BARON ERIC L_GARNER NGUYEN D,PHAN RIVERSIDE,CALIFORNIA 92502 DALLAS HOLMES' EUGENE TANAKA DENNIS M.COTA DANIEL C.PARKER.JR. TELEPHONE(714)686-1450 CHRISTOPHER L.CARPENTER' BASIL T.CHAPMAN JULIE HAYWARD BIGGS GWEVRA C.MARUM RICHARD T.ANDERSON' TIMOTHY M.CONNOR RACHELLE J.NICOLLE CHARLES E.KOLLER TELECOPfERS JOHN D.WAHLIN' VICTOR L.WOLF ROBERT W.HARGREAVES GLENN P.SABIN£ (7I4)586-3083 682-4612 MICHAEL D-HARRIS-` DANIEL E.OLIVIER JANICE L.WEIS CHRISTINE L.RICHARDSON W.CURT EALY' DANIEL J-McHUGH SHARYL WALKER JOANE GARCIA-COLSON THOMAS S.SLOVAK' HOWARD B.GOLDS PATRICK W.PEARCE PHILIP J.KOEHLER JOHN E-BROWN' STEPHEN P.DEITSCH KIRK W.SMITH DIANE C.WIESE MICHAEL T.RIDDELL- MARC L.EMPEY JASON D.DABAREINFR STEVEN S.KAUFHOLD MEREDITHA.JURY' JOHN R.ROTTSCHAEFER KYLE A-SNOW REBECCA MARES DURNEY OF COUNSEL MICHAEL GRANT' MARTIN A.MUELLER MARK A.FASTER ALLISON C.HARGRAVE FRANCIS J.BAUM' J.MEC HAEI-SUMMLROUR DIANE L.FINLEY DOROTHY I.ANDERSON JAMES B.COMSON ANNE 1,THOMAS' VICTORIA N.KING MICHELLE OUELLETTE G.HENRY WELLCS D.MARTIN NETHERY• JEFFERY J.CRANDALL PETER M.BARMACK JAMES R.HARPER GEORGE M.REYES SCOTT C_SMITH DAVID P.PHIPPEN,SR. DINA O-HARRIS WILLIAM W,FLOYD,JR JACK S.CLARKE,JR. KENNETH R..WEISS MICHAEL A_CRISTE" BRIAN M.L€W'S SUSAN C.NAUSS. GREGORY L HAROKE JEANNETTE A.PETERSON CHRISTOPHER DODSON OFFICES IN KENDALL H-Ma VEY BRADLEY E.NEUFELD 8ERNIF L.WILLIAMSON PALM SPRINGS(619)3257264 CLARK H.ALSOP" KANDY LEE ALLEN ELAINE E.HILL RAYMOND BEST(4868-1957) RANCHO MIRAGE(619)568-2611 DAVID J.ERWIN* ELISE K.TRAYNUM KEVIN K.RANDOLPH JAMES H_KRIEGER{1913-1975) MICHAEL J.ANDFLSON' WILLIAM D.DAHLING,JR. JAMES R.GILPIN EUGENE BEST 41893-1!481) ONTARIO(714)9S9-8584 •A PROF€SSIONAL CORPORATION January 14, ?993 Honorable Mayor and Members of the City Council City of Redlands 30 Cajon Street Redlands, California 92373 Re: Proposal for Special Counsel. Services for Proposed Certificates of Participation (1993 Water Treatment Facilities Refunding Project) Ladies and Gentlemen: The firm of Best, Best & Krieger will be pleased to serve as special counsel in connection with the above-referenced certificates of participation and proposes to perform the following services on the basis set forth in this letter. Certificates of Participation: We will confer and consult with City staff on all matters relating to the financing including participation in the review and selection of appropriate financing methods . We will assist the City in identifying the most advantageous method of financing based upon our experience and we will attend all meetings of the City' s staff, consultants and underwriter at which financing methods are to be discussed and analyzed for successful completion of the financing. Our services will include the preparation of all agreements, resolutions, notices, certificate forms and all other legal documents required by California law for the execution, sale and delivery of the Certificates . We also will review any official statement prepared on behalf of the City, and attend all meetings KA18148406 LAW OFFICES OF BEST, BEST & KRIEGER Honorable Mayor and Members of the City Council January 14, 1993 Page 2 in which any action in connection with the proceedings is to be taken. We will also review any purchase contract pursuant to which the underwriter proposes to purchase the Certificates . Subject to completion of the financing to our satis- faction, Best, Best & Krieger will issue its approving legal opinion to the purchasers of the Certificates to the effect that all proceedings have been legally undertaken for the authorization, execution, sale and delivery of the Certificates, or other transactions relating to the financing and that interest paid with respect to the Certificates is excluded from gross income for federal income tax purposes and is exempt from State of California personal income tax. We will also issue appropriate supplemental opinions and certificates as may be necessary or appropriate. Finally, we will confer and consult with City officials with respect to problems which may arise during the period of servicing and payment of the Certificates and provide any and all other services commonly expected of special counsel . Our fee for the foregoing legal services will be based upon the following schedule= $5M or less - $30 , 000 $5M to $10M - .25W $10M to $15M - .20% $15M to $20M - . 15s $20M to $50M - . 10W $50M or more - . 075W The fee will be payable only upon completion and sale of the Certificates from the proceeds of the financing, and not otherwise. If other services are requested by the City which are not within the scope of those outlined above, they will be performed on a time basis at the hourly rate of the attorneys involved. In the event this financing is not completed for any reason, the City will have no liability for any fees incurred by our firm with respect to the financing. In addition to the above fee, we will be reimbursed by the City for any out-of-pocket expenses incurred by us in the course of our employment, such as long distance telephone calls, telegrams, facsimile telephone transmission, messenger and courier services, travel at the request of the appropriate City officials, duplicating, computer time and the like . It is understood that we are to order the printing of the certificates and bonds for the KAB148406 LAW OFFICES OF BEST, BEST & KRIEGER Honorable Mayor and Members of the City Council January 14, 1993 Page 3 account of the City. The bills for this service will come directly to the City and will be paid from certificate or bond proceeds. Respectfully submitted, Glen E. Stephens of Best, Best & Krieger GES/dfs TERMS OF EMPLOYMENT APPROVED THIS / °' DAY OF 199/2 - �fthorizddf'Oft c :City ofdla '. ATTEST: orris oyzer, y Clerk KAB148406 RESOLUTION OF BOARD OF TRUSTEES OF REDLANDS PUBLIC IMPROVEMENT CORPORATION AUTHORIZING THE SALE AND EXECUTION OF CERTIFICATES OF PARTICIPATION 1993 WATER TREATMENT FACILITIES REFUNDING PROJECT AND APPROVING OTHER MATTERS RELATING THERETO WHEREAS, Redlands Public Improvement Corporation (the "Corporation") was organized and exists for the purposes of participating with the City of Redlands (the "City") in projects to improve the health, safety and welfare of the City and its residents, purchasing and leasing real and personal property in connection with such projects, and assisting the City in financing, acquiring and constructing such projects; and WHEREAS, the City Council (the "City Council") of the City has previously issued its $24 , 540, 000 aggregate principal amount Certificates of Participation Domestic Water Treatment Facilities 1986 Refunding Project (the "Prior Certificates") . WHEREAS, the City Council has determined that it is in the best interests of the City and its citizens that the City refund the Prior Certificates by refinancing certain wastewater treatment facilities (the "Project") through the issuance and sale by Bank of America National Trust and Savings Association, as trustee under the hereinafter mentioned Trust Agreement, of Certificates of Participation in a principal amount which shall not exceed $29, 000, 000 and which will be designated Certificates of Participation (1993 Water Treatment Facilities Refunding Project) (the "Certificates") ; and KAB148344 WHEREAS, in order to accomplish the refinancing of the Project and the issuance and sale of the Certificates, it is necessary that the City and the Corporation enter into the Installment Sale Agreement, and the Trust Agreement, hereinafter more particularly described, and that certain other action be taken and authorized; and WHEREAS, the City Council has further determined, pursuant to Section 37350 of the Government Code, that it is for the common benefit that the City purchase the Project from the Corporation, upon the terms and conditions set forth in said Installment Sale Agreement so that the aforementioned refinancing of the Project may be accomplished; and WHEREAS, the Board of Trustees of the Corporation has determined that the aforementioned determinations of the City Council are correct, and that the Corporation should enter into the aforementioned agreements and take certain other action in order to assist the City in accomplishing the aforementioned matters, NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of Redlands Public Improvement Corporation as follows: Section 1 . Approval of InstallmentSaleAgreement. The agreement entitled "Installment sale Agreement" to be entered into by and between the City and the Corporation, which provide generally for (i) the acquisition of the Project by the Corporation from the City, (ii) the purchase from the Corporation by the City of the Project, and (iii) the payment by the City to the Corpora- tion of Installment Payments in amounts which will be sufficient to pay the principal and interest owing on the Certificates are hereby -2- KAB148344 approved, and the President and Secretary of the Corporation are hereby authorized to execute, acknowledge and deliver said agreements on behalf of the Corporation. Section 2 . Approval of Trust Agreement. The form of agreement entitled "Trust Agreement" to be entered into by and among the City, the Corporation and Bank of America National Trust and Savings Association, as Trustee (the "Trustee") and Security Pacific National Trust Company, as Tender Agent, which provides generally for (i) the authentication and delivery by the Trustee of the Certificates, (ii) the establishment and maintenance by the Trustee of certain funds for the benefit of the City and the owners of the Certificates, and (iii) the performance of other duties by the Trustee and the Tender Agent are hereby approved, and the President and Secretary of the Corporation are hereby authorized to execute, acknowledge and deliver said agreement on behalf of the corporation. Section 3 . Modification of Agreements. The approval of said agreements given hereby shall apply to any modification or amendment of any of said agreements which is specified and approved by legal counsel to the Corporation and the President as being necessary to carry out the provisions thereof and the autho- rizations contained in this resolution. Section 4 . Appointment of Trustee. Bank of America National Trust and Savings Association is hereby appointed as Trustee pursuant to the Trust Agreement, to take any and all action provided therein to be taken by the Trustee. -3- KAB148344 Section 5. Appointment of Tender Agent. Security Pacific National Trust Company is hereby appointed as Tender Agent pursuant to the Trust Agreement, to take any and all action provided therein to be taken by the Tender Agent. Section 6. Approval of Certificates. The form of the Certificates as set forth in the Trust Agreement is hereby approved, and Bank of America National Trust and Savings Association, as Trustee, is hereby authorized to execute and deliver the Certificates in an aggregate principal amount which shall not exceed $29, 000, 000, on the basis of an award of the sale thereof by the City Council, and to apply and expend the proceeds thereof as specified in the Trust Agreement. The President and the Secretary of the Corporation are hereby authorized and directed to cooperate with the City Manager and Finance Director of the City in determining the final aggregate principal amount of the Certificates to be issued based on the determination of the City Manager and the Finance Director of the amount needed (i) to refinance the cost of the acquisition and the cost of the construction of the Project, (ii) to fund the Reserve Fund as provided in the Trust Agreement, and (iii) to pay other acquisition and construction costs specified in the Installment Sale Agreement. Section 7 . Approval of Payment Agreement. The form of Payment Agreement presented at this meeting by and among the Corporation, the City, the Trustee and FGIC Securities Purchase, Inc. , a Delaware corporation is hereby approved and the President is hereby authorized to sign said Payment Agreement on behalf of the Corporation. -4- KA8148344 Section 8 , Approval of the „Purchase Agreement. The Purchase Agreement offered by M. L. Stern & Co. , Inc. for the purchase of the Certificates, on the terms and conditions set forth and to be set forth in said Purchase Agreement is hereby approved on behalf of the Corporation. Section 9 . Miscellaneous. The President and Secretary of the Corporation are hereby authorized to take any and all action which is directed by legal counsel to the Corporation with respect to the execution, acknowledgment and delivery of the aforementioned agreements and the issuance and sale of the Certificates which in the opinion of said legal counsel is necessary in order for the authorizations and direction provided in this resolution to be carried out. PASSED, APPROVED and ADOPTED this JJL day of 1993 . President of the - Board of Trustees of the Redl�nds Public Improvement Corporation Secretarl of the Bd rd of Trustees of the Redlands Public Improvement Corporation -5- KAB148344 CERTIFICATE OF SECRETARY I, Shirley Marry , the duly appointed and acting Secretary of Redlands Public Improvement Corporation, do hereby certify that the foregoing resolution was adopted by the Board of Trustees of said Corporation at a meeting of said Board of Trustees held on the 22nd day of January 1993 , by the following vote of the Trustees: AYES: Carole King and Shirley Harry NOES: None ABSENT: None and that said resolution has not been amended, superseded or repealed, and is in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Redlands Public Improvement Corpo- ration this day of , 1993 . r: Secreta" of Redlf"nds Public Improvement Corporation -6- KA6148344