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HomeMy WebLinkAbout2012-08-23 - Resolution No. 12-18 RESOLUTION NO. 12-18 ' RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT AUTHORIZING A LINE OF CREDIT IN AN AMOUNT UP TO $7,000,000 AND MAKING CERTAIN OTHER FINDINGS IN CONNECTION THEREWITH, AND APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH; AND AUTHORIZING THE GENERAL MANAGER TO CARRY OUT SUCH AGREEMENT 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 "Act"), desires to finance the cost of constructing certain capital facilities shown on the District's existing Capital Improvement Plan (as it may be amended from time to time by the Board of Directors of the District) eligible to be financed with Revenues, as defined below (the "2012 Project"); and WHEREAS, the Act, including but not limited to Section 31304 thereof, authorizes the ' District to issue promissory notes having a maturity of less than five years and in an amount less than 1% of the assessed valuation of property in the District to finance the 2012 Project; and WHEREAS, the District desires to establish a line of credit and to borrow monies from Wells Fargo Bank, National Association (the "Bank") pursuant to the Act in an initial principal amount of up to seven million dollars ($7,000,000) pursuant to a line of credit agreement (the "Credit Agreement") between the District and the Bank substantially in the form on file with the Secretary of the Board of Directors of the District (the "Board"); and WHEREAS, the Credit Agreement establishes the basic terms and conditions under which the Bank will make loans to the District from time to time, which loans will be secured by certain Revenues of the Water System of the District on a basis subordinate to certain existing obligations of the District, and other available moneys (but only to the extent set forth in 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, and 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; Resolution No 12-18 Authorizing Line of Credit 1 NOW THEREFORE, the Board of Directors of the Yorba Linda Water District hereby ' finds, determines, declares and resolves as follows: Section 1. The District hereby finds and determines that the recitals hereof are true and correct. The District hereby authorizes and directs the General Manager (including for this purpose any duly designated Interim General Manager or acting General Manager) and his authorized designees (together, the "General Manager"), acting individually, to execute and deliver a Credit Agreement substantially in the form on file with the Secretary of the Board, provided that (a) the principal amount available for drawing does not exceed $7,000,000, (b) the interest rate for said borrowing shall be variable or fixed and in no event to exceed the maximum rate permitted by law, and (c) the proceeds of drawings may be expended for any authorized portion of the 2012 Project. Section 2. The General Manager, acting individually, is hereby authorized to execute, and the District Secretary, or any authorized deputies, is hereby authorized to attest the Credit Agreement, including any related attachments and the associated Line of Credit Note, on behalf of the District, his/her execution and attestation thereof to constitute conclusive evidence of the District's approval of the terms thereof in accordance with this Resolution. Copies of the Credit Agreement, when duly executed and ' attested, shall be placed on file in the office of the Secretary. Further, the General Manager is hereby authorized to implement the Credit Agreement and take all further actions and execute all documents and/or certifications referenced therein and/or necessary and appropriate to carry out the transactions represented by the Credit Agreement, as provided for therein. The General Manager is hereby authorized, to the extent necessary during the implementation of the Credit Agreement, to make technical or minor changes and interpretations thereto after execution, as necessary, to properly implement and carry out the Credit Agreement, provided any and all such changes shall not materially affect the rights and obligations of District or the maximum funding provided under the Credit Agreement. Section 3. In addition to the authorization of Sections 1 and 2 above, the General Manager is hereby authorized, on behalf of the District, to sign all other documents necessary or appropriate to carry out and implement the Credit Agreement and any implementing agreements or documents, and to administer the District's obligations, responsibilities and duties to be performed under the Credit Agreement. Without limiting the foregoing, the District General Manager or Finance Manager may make periodic draws of available funds under the Credit Agreement at such time or times, in whole or in part, as in his judgment are reasonably necessary or appropriate to provide funds to pay on a timely basis enforceable ' obligations or programs of the District. Resolution No. 12-18 Authorizing Line of Credit 2 Section 4. The General Manager, the Finance Manager, the President, Vice President or 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 Credit Agreement and this Resolution. 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 6. Unless otherwise defined herein, all terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement unless the context otherwise clearly requires. Section 6. This Resolution shall take effect immediately. PASSED AND ADOPTED this 23rd day of August, 2012 by the following called vote: AYES: Directors Beverage, Hawkins, Kiley and Melton NOES: None ABSENT: Director Collett ABSTAIN: None ^� Phil Hawkins, President Yorba Linda Water District ATTEST: Annie Alexander, Assistant Board Secretary Yorba Linda Water District Ask Reviewed as to form by General Counsel: rthur G. Kidman, Esq. Kidman Law, LLP Resolution No. 1218 Authorizing Line of Credit 3