EVANS CITY WATER AND SEWER AUTHORITY - LOAN NUMBER 12766
RESOLUTION TO
BORROW
RESOLUTION NO. 20200624-W
AUTHORIZING THE SECURING OF FUNDING FROM
THE PENNSYLVANIA INFRASTRUCTURE INVESTMENT AUTHORITY ("PENNVEST") IN the maximum principal amount of $1,960,000.00
FOR THE PURPOSE OF PROVIDING FUNDS TO FINANCE THE COST OF THE REHABILITATION OF
THE drinking water system OF THE FUNDING
RECIPIENT, TO PAY COSTS AND EXPENSES OF SECURING SUCH FUNDING; AUTHORIZING THE
EXECUTION AND DELIVERY OF A PLEDGE OF THE GROSS REVENUES AND RECEIPTS;
APPROVING THE FORM, TERMS AND CONDITIONS OF THE FUNDING DOCUMENTS; AUTHORIZING
THE EXECUTION OF THE FUNDING DOCUMENTS AND PROVIDING FOR THE AUTHENTICATION AND
DELIVERY THEREOF; AND AUTHORIZING THE DISPOSITION OF THE FUNDING PROCEEDS RECEIVED
OR TO BE RECEIVED FROM PENNVEST.
WHEREAS, the Evans City Water and Sewer
Authority, created and existing under the laws of the Commonwealth of
Pennsylvania, has determined that it is necessary and in its best interests to rehabilitate
the drinking water system (the "Project") by replacing certain aging
infrastructure with a new water system to reduce line breaks, leaks, and
unaccounted for water (the “System”); and
WHEREAS, in order to finance the cost of
the Project, the Evans City Water and Sewer Authority intends to secure a loan
in the maximum principal amount of $1,960,000.00, from PENNVEST to be evidenced
by a debt obligation (the "Debt Obligation"), secured by a pledge of the gross receipts and revenues
of the Evans City Water and Sewer Authority (the “Project Collateral”)
and other agreements granting and creating security interests, all as more
particularly set forth in the funding agreement between the Evans City Water
and Sewer Authority and PENNVEST (the "Funding Agreement") and the funding
offer from PENNVEST dated April 22, 2020 (the Debt Obligation, Project
Collateral, other security agreements, funding offer, the Funding Agreement and
all other agreements, documents, certificates and instruments described in or
contemplated by the Funding Agreement are collectively referred to as the
"Funding Documents"); and
WHEREAS, the Evans City Water and Sewer
Authority desires and intends to take all necessary and proper actions and to
execute all documents required by PENNVEST to be executed to obtain the PENNVEST
Funding and assure its proper repayment.
NOW, THEREFORE, the Evans City Water and
Sewer Authority hereby resolves as follows:
Section 1.
For the purpose of providing funds to finance the cost of the Project and
to pay costs and expenses in connection with the PENNVEST Funding, the Evans
City Water and Sewer Authority hereby authorizes the execution of all Funding Documents
and the taking of all actions necessary and required by PENNVEST to obtain the PENNVEST
Funding in the maximum principal amount of $1,960,000.00 pursuant to the
provisions of the Funding Documents.
Section 2.
The PENNVEST Funding shall be secured by the Funding Documents from the
Evans City Water and Sewer Authority to PENNVEST, and to the extent and in the
manner therein set forth, the Project Collateral and other agreements granting
and creating certain security interests in favor of PENNVEST, as well as a
pledge of all other revenues and receipts of the Evans City Water and Sewer
Authority for the payment of costs of the Evans City Water and Sewer Authority,
and for the payment of principal of, and interest on, the Debt Obligation. In addition, the Evans City Water and Sewer
Authority shall accept the Debt Obligation as a special revenue obligation and
pledge its water revenues toward
the repayment of the Debt Obligation.
Section 3.
The form, terms and conditions of the Funding Documents prepared by
counsel for the Evans City Water and Sewer Authority and PENNVEST, to be
substantially in the form as submitted to this meeting are hereby
approved. The Chairman of the Evans City
Water and Sewer Authority is hereby authorized to execute the Funding Documents
in such form on behalf of the Evans City Water and Sewer Authority, subject to
such changes and modifications, if any, as may be approved by such Chairman,
the execution of the Funding Documents to be conclusive evidence of such
approval, and the Secretary is hereby authorized to cause the corporate seal of
the Evans City Water and Sewer Authority to be affixed thereto and to attest
the same. The Chairman of the Evans City
Water and Sewer Authority is further authorized to acknowledge the same on
behalf of the Evans City Water and Sewer Authority and to deliver said Funding Documents
to PENNVEST.
Section 4.
The PENNVEST Funding shall be repaid in the amounts and on certain
dates, all as set forth in the Funding Documents as submitted to this meeting.
The PENNVEST Funding is also subject to early repayment as provided in the Funding
Documents.
Section 5.
The application for the PENNVEST Funding ("Application") in
the form submitted at this meeting is hereby approved with such subsequent,
necessary and appropriate variations, omissions and insertions, if any, as may
be approved by the Chairman of the Evans City Water and Sewer Authority, and
the Chairman is hereby authorized to sign said Application, amended as
aforesaid, on behalf of the Evans City Water and Sewer Authority. The review of
the Application and any amendments by PENNVEST, as well as any investigation
required by PENNVEST in connection with the PENNVEST Funding, are hereby
authorized.
Section 6.
Upon receipt, the proceeds from the PENNVEST Funding authorized to be
secured in this Resolution, shall be applied by the Evans City Water and Sewer Authority
under the terms and conditions set forth in the Funding Documents.
Section 7.
The proper officers of the Evans City Water and Sewer Authority are
hereby authorized, empowered and directed on behalf of the Evans City Water and
Sewer Authority to execute any and all papers and documents to do and cause to
be done any and all acts and things necessary or proper for the execution or
carrying out of this Resolution, of the Funding Documents and in the
Application and securing of the PENNVEST Funding.
Section 8.
All resolutions or parts of resolutions inconsistent herewith shall be,
and the same are, hereby rescinded, cancelled and annulled.
ATTEST: Evans
City Water and Sewer Authority
______________________________ ______________________________
Ed
Tanski, Chairman
(SEAL)
