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HomeMy WebLinkAbout2007-12-13 - Resolution No. PFC-07-01RESOLUTION NO. PFC 07-01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT PUBLIC FINANCING CORPORATION APPROVING AN INSTALLMENT PURCHASE AGREEMENT WITH YORBA LINDA WATER DISTRICT 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 Public Financing Corporation is a nonprofit public benefit corporation organized and existing under the laws of the State of California (the "Corporation") with the authority to assist in the financing of water system improvements on behalf of Yorba Linda Water District (the "District"); and WHEREAS, the District and the Corporation desire to enter into that certain Installment Purchase Agreement dated as of January 1, 2008, by and between the District and the Corporation (the "Installment Purchase Agreement"), the form of which has been presented to this Board of Directors at this meeting, pursuant to which the District will agree to purchase the Project (as defined in the Installment Purchase Agreement) from the Corporation and the District will agree to purchase the Project and to pay certain Installment Payments (as defined in the Installment Purchase Agreement) in connection therewith which will be pledged to the owners of the Certificates of Participation (defined below) by the Corporation pursuant to a Trust Agreement by and among U.S. Bank National Association, as trustee (the "Trustee"), the District and the Corporation (the "Trust Agreement"), the form of which has been presented to this Board of Directors at this meeting; and WHEREAS, the Corporation will assign to the Trustee payments under the Installment Purchase Agreement, such assignment to be made pursuant to an Assignment Agreement dated as of January 1, 2008, by and between the Corporation and the Trustee (the "Assignment Agreement'), the form of which has been presented to this Board of Directors at this meeting; and WHEREAS, the Corporation and the District have determined that it would be in the best interests of the Corporation, the District and citizens of the community to authorize the preparation, sale and delivery of Certificates of Participation in an aggregate principal amount not to exceed $40,000,000 (the "Certificates"), which Certificates evidence proportionate interests in DOC SOC/ 1242183v3/022608-0008 certain installment payments to be made pursuant to the Installment Purchase Agreement; and WHEREAS, there has been presented to this Board of Directors at the meeting at which this Resolution is being adopted the form of an Official Notice of Sale pursuant to which the Certificates will be sold; and NOW, THEREFORE, the Board of Directors of the Corporation does hereby resolve as follows: Section 1. Certificates. This Board of Directors hereby authorizes the preparation, sale and delivery of the Certificates in an aggregate principal amount not to exceed $40,000,000 in accordance with the terms and provisions of the Trust Agreement. The purposes for which the proceeds of the sale of the Certificates shall be expended are to finance the cost of construction of certain water system improvements to the District's water system, to fund a reserve fund and to pay the costs of the sale and delivery of the Certificates. Section 2. 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 President or Secretary or their respective designee may approve. The Corporation consents to the District's acceptance of the bid of the lowest responsible bidder for the Certificates providing 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%. Section 3. Certificate Documents. The Official Notice of Sale, the Installment Purchase Agreement, the Assignment Agreement and the Trust Agreement (collectively, the "Agreements") presented at this meeting are approved. The President or Vice President of the Corporation and the President's designee each is authorized and directed to execute and deliver said agreements. The Agreements shall be executed or acknowledged, as the case may be, in substantially the forms hereby approved, with such additions thereto and changes therein as are recommended or approved by Special Counsel to the Corporation and approved by such officers of the Corporation executing the Agreements, such approval to be conclusively evidenced by the execution and delivery or acknowledgement thereof. 2 DOCSOC/ 1242183v3/022608-0008 Section 4. Other Actions. The President and the Secretary, and such other officers of the Corporation are authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, and the delivery of the Agreements, and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. Such action may include without limitation execution of any agreement or taking of any action required in connection with obtaining bond insurance or reserve surety bonds as determined by the District pursuant to its authorizing resolution related to the Agreements. Section 5. Effect. This Resolution shall take effect from and after its date of adoption. 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 By: sident ohns W. Summerfield ATTEST: Michael A. Payne, Secretary Assistant Secretary, Kenneth R. Vecchiarelli 3 DOC SOC/ 1242183 v3 /022608-0008