HomeMy WebLinkAboutResolution No. 94-P6RESOLUTION NO. 98-P6
A RESOLUTION OF THE AZUSA PUBLIC FINANCING AUTHORITY
APPROVING AND AUTHORIZING THE MERGER OF AZUSA PUBLIC
IMPROVEMENT CORPORATION INTO AZUSA VALLEY WATER COMPANY
AND FORM OF MERGER AGREEMENT
WHEREAS, the City of Azusa (the "City") and the
Redevelopment Agency of the City have entered into a Joint
Exercise of Powers Agreement dated January 2, 1990, establishing
the Azusa Public Financing Authority (the "Authority");
WHEREAS the City and the Authority have acquired (the
"Acquisition") the right to operate the water system of Azusa
Valley Water Company, a business corporation ("AVWC");
WHEREAS, to further the Acquisition, the Authority has
formed Azusa Public Improvement Corporation, a nonprofit public
benefit corporation ("Newco I");
WHEREAS, the Authority is the sole member of Newco I,
which in turn is the sole member of AVWC;
WHEREAS, the Board of Directors of the Authority deem
it to be in the best interest of the Authority and necessary to
complete the Acquisition that Newco I merge with and into AVWC,
with AVWC to be the surviving corporation;
WHEREAS, there has been presented to the Board of
Directors of the Authority a draft copy of the proposed Agreement
of Merger ("Merger Agreement") between Newco I and AVWC; and
WHEREAS, pursuant to the Merger Agreement, the
outstanding membership of AVWC shall be cancelled and no
memberships shall be issued in exchange therefore, and the
outstanding membership of Newco I shall be converted into one
membership of AVWC;
NOW, THEREFORE, the Board of Directors of the Authority
does hereby resolve, determine and order:
Section 1. Approval of Merger.
RESOLVED, that the Merger of Newco I with and into AVWC
be and hereby is approved and authorized.
RESOLVED, FURTHER, that the assumption by AVWC of all
the liabilities of the Corporation upon the date the Merger
becomes effective is hereby approved.
Section 2. Approval of Merger Agreement.
wp51\azwater\merger\azusa.019
RESOLVED, that the form, terms and conditions of the
Merger Agreement in the form attached hereto as Exhibit A and the
mode of carrying it into effect as set forth therein, as well as
the manner and basis of converting the memberships of the
constituent corporations into memberships of AVWC as set forth
therein be and are hereby are approved, with such changes thereto
as the officer or officers executing the same may determine to be
reasonable or necessary.
Section 3. Further Steps.
RESOLVED, FURTHER, that any and all proper officers of
the Authority, and each of them, be and hereby are authorized,
empowered and directed to execute any and all documents,
instruments or papers and to take any or all steps or actions
which may be necessary or appropriate to carry out the interest
of the foregoing resolutions and the transactions contemplated
thereby.
Section 4. Effective Date. This Resolution shall take
effect from and after the date of its passage and adoption.
PASSED AND ADOPTED at a regular meeting of the Azusa Public
Financing Authority, held this 2nd day of May, 1994, on the
following vote:
Stepheh Alexander, CHAIRMAN
I HEREBY CERTIFY the foregoing Resolution was duly adopted
by the Board of Directors of Azusa Public Financing Authority, at
a regular meeting thereof held on the 2nd day of May, 1994.
AYES: DIRECTORS: BEEBE, MADRID, HARDISON, NARANJO, i
ALEXANDER
NOES: DIRECTORS: NONE
wp51\azwater\merger\azusa.019 2