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HomeMy WebLinkAbout2020-04-28 - Resolution No. 2020-03 RESOLUTION NO. 2020-03 RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT APPROVING THE ISSUANCE OF NEGOTIABLE PROMISSORY NOTES FOR THE PURPOSE OF FINANCING CAPITAL PROJECTS AND APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH AND CERTAIN OTHER MATTERS WHEREAS, the Yorba Linda Water District (the "District") is a county water district that is duly organized and existing under and pursuant to Division 12 of the California Water Code (Section 30000 et seq.) (the "Act"); and WHEREAS, the District desires to finance the costs of acquiring, constructing and installing certain public facilities and improvements related to its water system (collectively, the "Project"); and WHEREAS, the District has received proposals from a number of banks with respect to the financing of the Project, and has evaluated such proposals together with its municipal advisor; and WHEREAS, the District has determined that it is in the best interest of the District to issue promissory notes having a maximum maturity not in excess of five years and in an amount less than 1% of the assessed valuation of property in the District from time to time under the authority provided by Water Code § 31304 (the "Notes"), to enter into a related Revolving Credit Agreement (the "Credit Agreement"), by and between the District and Bank of America, N.A. (the "Bank"), and to approve certain other documents, to provide for the financing of the Project; and WHEREAS, the Notes will be payable from all available District funds, including net revenues of the District's water system on a subordinate basis to existing debt obligations of the District, to the extent set forth in the Notes and the Credit Agreement; and WHEREAS, the Credit Agreement is in the best interest of the District and the health, safety and welfare of its residents, is of benefit to the District and complies with all requirements of the Act and California law related thereto, including with respect to the principal amount, term and interest rate thereof. NOW, THEREFORE, the Board of Directors of the Yorba Linda Water District hereby finds, determines, declares and resolves as follows: SECTION 1. The foregoing recitals are true and correct. SECTION 2. The form of the Notes, which is attached as Exhibit B to the Credit Agreement, to be issued from time to time, each to be dated the date of issuance, execution and delivery thereof, payable to the order of the Bank, Resolution No. 2020-03 Approving the Issuance of Negotiable Promissory Notes 1 of 3 is hereby approved and ordered. The President of the Board, the Secretary, the General Manager (including for this purpose any duly designated Interim General Manager or acting General Manager), the Assistant General Manager and the Finance Manager (collectively, the "Authorized Officers") are authorized and directed for and on behalf of the District to execute and deliver such Notes, in substantially the form presented at this meeting, with only such revisions thereto as may be required or approved by the District's General Counsel or Stradling Yocca Carlson & Rauth, as Bond Counsel ("Bond Counsel"), which will be conclusively evidenced by the execution and delivery of such Notes; provided that: (i) each Note shall mature on or before May 12, 2023; (ii) the total principal amount of the Notes outstanding at any one time shall not exceed the lesser of $20,000,000 or 1% of the total assessed valuation of the taxable property in the District; and (iii) the interest rate on each Note shall be a variable rate which shall not exceed the amount described in the Credit Agreement (except in an event of default or taxability, each as set forth in the Credit Agreement), and which in no event shall exceed the maximum interest rate payable by law. SECTION 3. The Notes constitute general obligations of the District payable from all legally available District funds. The District also hereby pledges Revenues (as such term is defined in the Installment Purchase Agreement, dated as of May 1, 2017 (the "IPA"), by and between the District and the Yorba Linda Water District Financing Authority), to secure the payment of the principal of and interest on the Notes, on a subordinate basis to Bonds and Contracts (as such terms are defined in the IPA), all in accordance with the Credit Agreement. SECTION 4. Each Note shall be subject to call and redemption prior to maturity as set forth therein. SECTION 5. The Credit Agreement is hereby approved substantially in the form on file with the Secretary of the Board. The Authorized Officers are hereby authorized and directed to execute and deliver such Credit Agreement with such changes, insertions and omissions as may be recommended by General Counsel or Bond Counsel and approved by the officer executing the same, said execution being conclusive evidence of such approval. SECTION 6. The proceeds of the Notes shall be applied to finance the Project. SECTION 7. The Authorized Officers or any other proper officer of the District, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Notes, the Credit Agreement and this resolution. In the event that the President of the Board is unavailable to Resolution No.2020-03 Approving the Issuance of Negotiable Promissory Notes 2 of 3 sign any of the agreements that are described herein, any other member of the Board may sign such agreement. Without limiting the foregoing, the Authorized Officers may make periodic draws of available funds under the Credit Agreement by issuing Notes at such time or times, in whole or in part, as in such officer's judgment are reasonably necessary or appropriate to provide funds to pay on a timely basis costs related to the Project. SECTION 8. This resolution shall take effect immediately. PASSED AND ADOPTED this 28th day of April, 2020 by the following called vote: AYES: Directors Hall, Hawkins, Jones, Miller and Nederhood NOES: None ABSTAIN: None ABSENT: None Phil Hawkins, President Yorba Linda Water District ATTEST: Annie Alexander, Board Secretary Yorba Linda Water District Reviewed as to form by General Counsel: Andrew B. Gag6n, Esq. Kidman Gagen Law LLP Resolution No.2020-03 Approving the Issuance of Negotiable Promissory Notes 3 of 3