HomeMy WebLinkAbout2022-07-12 - Resolution No. 2022-22RESOLUTION NO. 2022-22
RESOLUTION OF THE BOARD OF DIRECTORS
OF THE YORBA LINDA WATER DISTRICT
APPROVING THE EXECUTION AND DELIVERY OF AN
INSTALLMENT PURCHASE AGREEMENT FOR THE
PURPOSE OF CAUSING THE ISSUANCE OF
APPROXIMATELY $35,000,000 AGGREGATE PRINCIPAL
AMOUNT OF REVENUE BONDS, SERIES 2022A AND
APPROVING THE EXECUTION AND DELIVERY OF
CERTAIN DOCUMENTS IN CONNECTION THEREWITH
AND CERTAIN OTHER MATTERS
WHEREAS, the Yorba Linda Water District (the "District"), a county water district duly
organized and existing under and pursuant to Division 12 of the California
Water Code (Section 30000 et seq.), proposes to undertake the financing
of the acquisition and construction of certain improvements, betterments,
renovations and expansions of facilities within its water system (the "2022
Project"); and
WHEREAS, the District proposes to undertake the refinancing of the acquisition and
construction of certain improvements, betterments, renovations and
expansions of facilities within its water system (the "2012 Project" and,
together with the 2022 Project, the "Project"); and
WHEREAS, the District is a member of the Yorba Linda Water District Financing
Authority (the "Authority"), a public entity duly organized and existing
under a joint exercise of powers agreement and under the Constitution
and laws of the State; and
WHEREAS, the Authority has agreed to issue its Revenue Bonds, Series 2022A (the
"Bonds") to assist the District in financing the 2022 Project and refinancing
the 2012 Project; and
WHEREAS, the District has determined that it is in the best interest of the District to
enter into an Installment Purchase Agreement (the "Installment Purchase
Agreement"), by and between the District and the Authority, and to
approve certain other documents to provide for the financing of the 2022
Project and the refinancing of the 2012 Project; and
WHEREAS, the Bonds are to be secured by installment payments to be made pursuant
to the Installment Purchase Agreement, which installment payments will
be payable from net revenues of the District's water system on a parity
with certain existing debt obligations of the District, to the extent set forth
in the Installment Purchase Agreement; and
Resolution No. 2022-22 Approving Execution of Installment Purctiase Agreement for Issuance of $35M Revenue Bonds
WHEREAS, the Authority and U.S. Bank Trust Company, National Association, as
trustee (the "Trustee"), will enter into an Indenture of Trust (the
"Indenture"), to provide for the issuance and security of the Bonds and to
provide for the financing and refinancing of the Project; and
WHEREAS, a preliminary official statement with respect to the Bonds (the "Preliminary
Official Statement"), has been prepared by the District and the Authority
with the assistance of Stradling Yocca Carlson & Rauth, a Professional
Corporation, as bond counsel and disclosure counsel ("Bond Counsel");
and
WHEREAS, the District desires to execute a Continuing Disclosure Certificate to be
dated the closing date of the Bonds (the "Continuing Disclosure
Certificate"), to provide updates of certain information relating to the
District while the Bonds are outstanding; and
WHEREAS, the District desires to execute and deliver a Bond Purchase Agreement
(the "Purchase Contract") with the Authority and Barclays Capital Inc., as
underwriter of the Bonds (the "Underwriter"), with respect to the Bonds;
and
WHEREAS, the District desires to enter into an Escrow Agreement (2012 Bonds) (the
"Escrow Agreement") with U.S. Bank Trust Company, National
Association to effect the refunding of the bonds that funded the 2012
Project.
NOW, THEREFORE, the Board of Directors of the Yorba Linda Water District (the
"Board") hereby finds, determines, declares and resolves as follows:
SECTION 1. The Board hereby specifically finds and declares that each of the
statements, findings and determinations of the District set forth in the
above recitals and in the preambles of the documents approved herein
are true and correct and that the financing and refinancing of the Project
will result in significant public benefits for the residents of the District. The
Board hereby further finds and determines that: (a) there are significant
public benefits to the citizens of the District of the type described in Section
6586 of the Marks-Roos Local Bond Pooling Act of 1985 (the "Act") in
having the Authority assist the District with respect to the financing and
refinancing of the Project through the issuance of the Bonds, in that the
issuance of the Bonds and related transactions will result in demonstrable
savings in effective interest rate to the District and significant reductions
in effective user charges levied by the District; and (b) the Project includes
facilities for the production, storage, transmission or treatment of water
within the meaning of Section 6586.5(c) of the Act.
Resolution No. 2022-22 Approving Execution of Installment Purchase Agreement for Issuance of $35M Revenue Bonds
SECTION 2. The Installment Purchase Agreement is hereby approved substantially in
the form on file with the Secretary of the Board. The President or Vice
President of the Board or the General Manager or Finance Manager of
the District (each, an "Authorized Officer") or the designee thereof is
hereby authorized and directed to execute and deliver such Installment
Purchase 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 3. The Continuing Disclosure Certificate is hereby approved substantially in
the form on file with the Secretary of the Board. Each Authorized Officer
or the designee thereof is hereby authorized and directed to execute and
deliver such Continuing Disclosure Certificate 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 4. The Purchase Contract is hereby approved substantially in the form on file
with the Secretary of the Board. Each Authorized Officer or the designee
thereof is hereby authorized and directed to execute and deliver such
Purchase Contract 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; provided, however, that in no event shall the aggregate
principal amount of the Bonds exceed $35,000,000, nor shall the
underwriting discount exceed 0.30% of the aggregate principal amount of
the Bonds, nor shall the all-in true interest cost of the Bonds exceed 5.00%
per annum.
SECTION 5. The Escrow Agreement is hereby approved substantially in the form on
file with the Secretary of the Board. Each Authorized Officer or the
designee thereof is hereby authorized and directed to execute and deliver
such Escrow 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 preparation and distribution of the Preliminary Official Statement in
substantially the form on file with the Secretary of the Board is hereby
approved. Each Authorized Officer or the designee thereof is hereby
authorized to sign a certificate pursuant to Rule15c2-12 promulgated
under the Securities Exchange Act of 1934 relating to the Preliminary
Official Statement, and each Authorized Officer or the designee thereof is
hereby authorized and directed to execute, approve and deliver the final
Official Statement substantially in the form of the Preliminary Official
Statement with such changes, insertions and omissions as the officer or
Resolution No. 2022-22 Approving Execution of Instaiiment Purchase Agreement for issuance of $35M Revenue Bonds
SECTION 7.
SECTION 8.
SECTION 9.
officers executing said document may require or approve, subject to
advice from General Counsel or Bond Counsel, such approval to be
conclusively evidenced by the execution and delivery thereof. The
Underwriter is directed to deliver copies of the final Official Statement to
all actual initial purchasers of the Bonds.
The proceeds of the Bonds shall be deposited as provided in the
Indenture, the Installment Purchase Agreement and the Escrow
Agreement to finance the 2022 Project and refinance the 2012 Project.
The appointment of U.S. Bank Trust Company, National Association as
Trustee under and pursuant to the Indenture, with the powers and duties
of said office as set forth therein, is hereby approved.
The Board hereby authorizes the General Manager or his designee; (i) to
solicit bids on a municipal bond insurance policy and/or reserve surety; (ii)
to negotiate the terms of such policy or policies; (iii) to finalize, if
appropriate, the form of such policy or policies with a municipal bond
insurer; and (iv) if it is determined that the policy or policies will result in
net savings for the District, to pay the insurance premium of such policy
or policies from the proceeds of the issuance and sale of the Bonds.
The Authorized Officers, the Secretary of the Board 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
Indenture, the Installment Purchase Agreement, the Escrow Agreement,
the Purchase Contract, the Continuing Disclosure Certificate, bond
insurance, a reserve surety and this resolution, including any
reimbursement agreement or other agreement relative to bond insurance
or a reserve surety. In the event that the President and Vice President of
the Board are unavailable to sign any of the agreements described herein,
any other member of the Board may sign such agreement.
SECTION 11. Good faith estimates of the costs associated with the Bonds, as required
by California Government Code Section 5852.1, are disclosed in Exhibit
A.
SECTION 12. Unless otherwise defined herein, all terms used herein and not otherwise
defined shall have the meanings given such terms in the Indenture unless
the context otherwise clearly requires.
SECTION 10.
Resolution No. 2022-22 Approving Execution of Installment Purchase Agreement for Issuance of $35M Revenue Bonds
SECTION 13. This resolution shall take effect immediately.
PASSED AND ADOPTED this 12^^ day of July 2022 by the following called vote:
AYES: Directors DesRoches, Hawkins, Jones, Lindsey, and Miller
NOES: None
ABSTAIN: None
ABSENT: None
WayneVliller, PhD, PnJ. Wayne Vliller, PhD, President
Yorba Linda Water District
ATTEST:
Annie Alexander, Board Secretary
Yorba Linda Water District
Reviewed as to form by General Counsel:
Andrew B. Ga^rh, Esq.
Kidman Gagen Law LLP
\KJ ^
Resolution No. 2022-22 Approving Execution of Installment Purchase Agreement for Issuance of $35M Revenue Bonds
EXHIBIT A
GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in
accordance with California Government Code Section 5852.1. Such good faith estimates
have been provided to the District by Fieldman Rolapp & Associates, Inc. (the District's
"Municipal Advisor").
Principal Amount. The Municipal Advisor has informed the District that, based on
the District's financing plan and current market conditions, its good faith estimate of the
aggregate principal amount of the Bonds to be sold is $32,055,000 (the "Estimated
Principal Amount").
True Interest Cost of the Bonds. The Municipal Advisor has informed the District
that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on
market interest rates prevailing at the time of preparation of such estimate, its good faith
estimate of the true interest cost of the Bonds, which means the rate necessary to
discount the amounts payable on the respective principal and interest payment dates to
the purchase price received for the Bonds, is 4.12%.
Finance Charge of the Bonds. The Municipal Advisor has informed the District
that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on
market interest rates prevailing at the time of preparation of such estimate, its good faith
estimate of the finance charge for the Bonds, which means the sum of all fees and
charges paid to third parties (or costs associated with the Bonds), is $273,865.
Amount of Proceeds to be Received. The Municipal Advisor has informed the
District that, assuming that the Estimated Principal Amount of the Bonds is sold, and
based on market interest rates prevailing at the time of preparation of such estimate, its
good faith estimate of the amount of proceeds expected to be received by the District for
sale of the Bonds, plus the estimated premium amount of $3,575,082, plus the District's
estimated contributions of $377,829, less the finance charge of the Bonds, as estimated
above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds,
is $35,734,046.
Total Payment Amount. The Municipal Advisor has informed the District that,
assuming that the Estimated Principal Amount of the Bonds is sold, and based on market
interest rates prevailing at the time of preparation of such estimate, its good faith estimate
of the total payment amount, which means the sum total of all payments the District will
make to pay debt service on the Bonds, plus the finance charge for the Bonds, as
described above, not paid with the proceeds of the Bonds, calculated to the final maturity
of the Bonds, is $62,933,076.
Resolution No. 2022-22 Approving Execution of Installment Purchase Agreement for Issuance of $35M Revenue Bonds A-1
The foregoing estimates constitute good faith estimates only. The actual principal
amount of the Bonds issued and sold, the true interest cost thereof, the finance charges
thereof, the amount of proceeds received therefrom and total payment amount with
respect thereto may differ from such good faith estimates due to: (a) the actual date of
the sale of the Bonds being different than the date assumed for purposes of such
estimates: (b) the actual principal amount of Bonds sold being different from the
Estimated Principal Amount; (c) the actual amortization of the Bonds being different than
the amortization assumed for purposes of such estimates; (d) the actual market interest
rates at the time of sale of the Bonds being different than those estimated for purposes
of such estimates; (e) other market conditions; or (f) alterations in the District's financing
plan, delays in the financing, additional legal work or a combination of such factors and
additional finance charges, if any, attributable thereto. The actual date of sale of the
Bonds and the actual principal amount of Bonds sold will be determined by the District
based on the timing of the need for proceeds of the Bonds and other factors. The actual
interest rates borne by the Bonds will depend on market interest rates at the time of sale
thereof. The actual amortization of the Bonds will also depend, in part, on market interest
rates at the time of sale thereof. Market interest rates are affected by economic and other
factors beyond the control of the District.
Resolution No. 2022-22 Approving Execution of installment Purchase Agreement for Issuance of $35M Revenue Bonds A-2