HomeMy WebLinkAbout2012-08-23 - Resolution No. 12-19 RESOLUTION NO. 12-19
' RESOLUTION OF THE BOARD OF DIRECTORS OF THE
YORBA LINDA WATER DISTRICT AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $10,000,000
REFUNDING REVENUE BONDS, SERIES 2012A, 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.), desires to refinance the cost of
constructing certain facilities within the District (the "2003 Project'); and
WHEREAS, Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California
Government Code, including but not limited to Section 53583, authorizes
the District to issue refunding revenue bonds to refinance the 2003
Project; and
WHEREAS, to facilitate the issuance of its Refunding Revenue Bonds, Series 2012A
(the `Bonds"), the District and U.S. Bank National Association, as trustee,
' will enter into an Indenture of Trust (the 'Indenture") substantially in the
form on file with the Secretary of the Board of Directors of the District (the
"Board");
WHEREAS, to effect the refinancing of the 2003 Project, the District and U.S. Bank
National Association, as escrow agent, will enter into an Escrow
Agreement (Series 2003) (the "Escrow Agreement") substantially in the
form on file with the Secretary of the Board; and
WHEREAS, to effect the sale of the Bonds, the District and Citigroup Global Markets
Inc. (the "Underwriter") will enter into a bond purchase contract (the
'Purchase Contract') substantially in the form on file with the Secretary of
the Board; and
WHEREAS, the District will enter into a Continuing Disclosure Certificate substantially in
the form on file with the Secretary of the Board; and
WHEREAS, to facilitate the marketing of the Bonds, the District will authorize the
Underwriter to disseminate a Preliminary Official Statement for the Bonds
(the 'Preliminary Official Statement') substantially in the form on file with
the Secretary of the Board;
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Resolution No. 12-19 Authorizing the Issuance of Revenue Refunding Bonds 1
NOW, THEREFORE, the Board of Directors of the Yorba Linda Water District hereby
finds, determines, declares and resolves as follows:
Section 1. The Indenture is hereby approved substantially in the form on file with the
Secretary of the Board. The President of the Board or the General
Manager or the designee thereof each is hereby authorized and directed
to execute and deliver such Indenture 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 Escrow Agreement is hereby approved substantially in the form on file
with the Secretary of the Board. The President of the Board or the
General Manager or the designee thereof each is hereby authorized and
directed to execute and deliver such Escrow 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. The Purchase Contract is hereby approved substantially in the form on file
with the Secretary of the Board. The President of the Board, the General
Manager, the Finance Manager or the designee thereof each 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 the law firm of Stradling Yocca Carlson & Rauth, a
Professional Corporation ('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 $10,000,000, nor shall the underwriting
discount exceed 0.50% of the aggregate principal amount of the Bonds,
nor shall the all-in true interest cost of the Bonds exceed 4.75% per
annum.
Section 4. The Continuing Disclosure Certificate is hereby approved substantially in
the form on file with the Secretary of the Board. The President of the
Board or the General Manager or the designee thereof each is hereby
authorized and directed to execute and deliver such Continuing Disclosure
Certificate 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 5. The preparation and distribution of the Preliminary Official Statement in
substantially the form on file with the Secretary of the Board is hereby
approved. The President of the Board, the General Manager, the Finance
Manager or the designee thereof each 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 of the Board or the General Manager or the designee
Resolution No. 12-19 Authorizing the Issuance of Revenue Refunding Bonds 2
' thereof each 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 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.
Section 6. The proceeds of the Bonds shall be deposited as provided in the
Indenture and the Escrow Agreement to refinance the 2003 Project.
Section 7. U.S. Bank National Association is hereby appointed to act as trustee
under the Indenture.
Section 8. The Board hereby authorizes the General Manager or his designee: (i) to
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 Bonds.
' Section 9. 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 Indenture, the
Escrow Agreement, the Purchase Contract, the Continuing Disclosure
Certificate, 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 Indenture unless
the context otherwise clearly requires.
Resolution No. 12-19 Authorizing the Issuance of Revenue Refunding Bonds 3
' Section 11. 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:
/
Arthur Arthur G. Kidman, Esq.
Kidman Law, LLP
Resolution No. 12-19 Authorizing the Issuance of Revenue Refunding Bonds 4