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Home My WebLink About2007-12-13 - Resolution No. 07-18RESOLUTION NO. 07-18 RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT APPROVING AN INSTALLMENT PURCHASE AGREEMENT WITH YORBA LINDA WATER DISTRICT PUBLIC FINANCING CORPORATION AND CERTAIN OTHER DOCUMENTS, AUTHORIZING THE PREPARATION, SALE AND DELIVERY BY THE TRUSTEE OF NOT TO EXCEED $40,000,000 CERTIFICATES OF PARTICIPATION, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH 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. (the "Law"), desires to finance the cost of constructing certain facilities within the District (the "Project") by causing certain certificates of participation to be executed and delivered (the "Certificates"); and WHEREAS, Section 31040 of the Law permits the District to acquire and construct items to further its purposes; and WHEREAS, in furtherance of Section 31049 of the Law, the District intends to enter into an Installment Purchase Agreement dated as of January 1, 2008 (the "Installment Purchase Agreement") by and between the District and the Yorba Linda Water District Public Financing Corporation (the "Corporation"); and WHEREAS, to facilitate the financing of the Project, the Corporation will assign certain of its rights under the Installment Purchase Agreement to U.S. Bank National Association, as Trustee (the `Trustee"); and WHEREAS, the District, the Corporation and the Trustee will enter into a Trust Agreement dated as of January 1, 2008 (the "Trust Agreement") pursuant to which the Trustee will execute and deliver Revenue Certificates of Participation (2008 Capital Improvement Projects) Series 2008 in a principal amount not to exceed $40,000,000 (the "Certificates") to raise the funds necessary to finance the Project; and WHEREAS, the District wishes to provide for the competitive sale of the Certificates pursuant to an Official Notice of Sale; and WHEREAS, to facilitate the marketing of the Certificates, the District will authorize the Underwriter to disseminate a Preliminary Official Statement for the Certificates (the "Preliminary Official Statement") substantially in the form on file with the Secretary of the Board of the District; and WHEREAS, the District will enter into a Continuing Disclosure Agreement dated as of January 1, 2008 (the "Continuing Disclosure Agreement") with U.S. Bank National Association substantially in the form on file with the Secretary of the Board of Directors of the District; NOW, THEREFORE, the Board of Directors of the Yorba Linda Water District hereby finds, determines, declares and resolves as follows: Section 1. The Installment Purchase Agreement is hereby approved substantially in the form on file with the Secretary. The President of the Board or General Manager each is hereby authorized and directed to execute and deliver such Installment Purchase Agreement with such changes, insertions and omissions as may be approved by the officer executing the same, said execution being conclusive evidence of such approval. Section 2. The Trust Agreement is hereby approved substantially in the form on file with the Secretary. The President of the Board or General Manager each is hereby authorized and directed to execute and deliver such Trust Agreement with such changes, insertions and omissions as may be approved by the officer executing the same, said execution being conclusive evidence of such approval. Section 3. Official Notice of Sale. The form of the Official Notice of Sale on file with the Secretary is approved and the District's Financial Advisor is authorized to solicit bids for the sale of the Certificates by publishing once in The Bond Buyer, not less than 5 days prior to receipt of bids, a short form of the Official Notice of Sale and to distribute or make available to prospective purchasers of the Certificates the Official Notice of Sale substantially in the form on file with the Secretary together with such changes thereto as the Secretary/General Manager, or his designee, approve. The Secretary/General Manager and his designee are each authorized, on behalf of the District, to accept the bid of the lowest responsible bidder for the Certificates provided that (a) the principal amount of the Certificates does not exceed $40,000,000 and (b) the true interest cost of the Certificates as calculated by the District's Financial Advisor does not exceed 5.75%. The sale may be conducted through electronic means if the Secretary/General Manager, or his designee, determines that such process will assist the District in obtaining the lowest interest cost for the Certificates. Section 4. The preparation and distribution of the Preliminary Official Statement, in substantially the form on file with the Secretary is hereby approved. The President of the Board of the District is hereby authorized to sign a certificate pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 relating to the Preliminary Official Statement and the President or the General Manager each is hereby authorized and directed to execute, approve and deliver the final Official Statement substantially in 2 the form of the Preliminary Official Statement with such changes, insertions and omissions as the officer or officers executing said document may require or approve, subject to advice from the law firm of Stradling Yocca Carlson & Rauth, a Professional Corporation, such approval to be conclusively evidenced by the execution and delivery thereof. The Financial Advisor is hereby authorized to distribute copies of said Preliminary Official Statement to persons who may be interested in the initial purchase of the Certificates and is directed to deliver copies of any final Official Statement to all actual initial purchasers of the Certificates. Section 5. The Continuing Disclosure Agreement, in substantially the form on file with the Secretary and, upon execution as authorized below, made a part hereof as though set forth in full herein, be and the same is hereby approved. The President of the Board or General Manager each is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement, with such changes, insertions and omissions as may be approved by the officer executing the same, said execution being conclusive evidence of such approval. Section 6. The proceeds of the Certificates shall be deposited as provided in the Trust Agreement and the Installment Purchase Agreement to finance the Project. Section 7. U.S. Bank National Association is hereby appointed to act as trustee under the Trust Agreement. Section 8. The Board of Directors of the District hereby authorizes each of the General Manager and his designee to (i) solicit bids on a municipal bond insurance policy and/or surety for reserve, (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 Certificates. Section 9. The General Manager, the President, the Vice President, the Secretary 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 Trust Agreement, the Installment Purchase Agreement, the Purchase Contract, the Continuing Disclosure Agreement, bond insurance and reserve surety bonds authorized hereunder and this resolution including any reimbursement agreement or other agreement relative to selected bond insurance or reserve surety bonds. 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 10. Unless otherwise defined herein, all terms used herein and not otherwise defined shall have the meanings given such terms in the Trust Agreement unless the context otherwise clearly requires. Section 11. This resolution shall take effect immediately. PASSED AND ADOPTED this 13th day of December, 2007 by the following called vote: AYES: Armstrong, Beverage, Collett, Mills, Summerfield NOES: None ABSENT: None ABSTAIN: None B ~ esident John W. Summerf ield ATTEST: d Michael A. Payne, Secretary and General Manager Assistant Secretary, Kenneth R. Vecchiarelli I 4