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Home My WebLink About2003-08-07 - Resolution No. 03-07RESOLUTION NO. 03-07 RESOLUTION OF THE BOARD OF DIRECTORS OF THE 1ORBA 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 $13,000,000 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 3401 of the Law, the District intends to enter into an Installment Purchase Agreement dated as of August 1, 2003 (the "Installment Purchase Agreement") by and between the District and the Yorba Linda Water District Public Financing Corporation (the "Corporation"): and WHEREAS, the District desires to approve the form of Bond Counsel and Disclosure Counsel Agreement by and between the District and Stradling Yocca Carlson & Rauth.. a Professional Corporation ("Bond Counsel") presented to this Board of Directors; 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 August I, 2003 (the "Trust Agreement") pursuant to which the Trustee will execute and deliver Revenue Certificates of Participation (Highland Reservoir Renovation and Richfield Plant Phase 3 Project) Series 2003 in a principal amount not to exceed $13,000,000 (the "Certificates") to raise the funds necessary to finance the Project; and WHEREAS, the Certificates are to be sold to an underwriter (the "Underwriter") pursuant to the terms of a Purchase Contract (the "Purchase Contract") by and among the District, the Corporation and the Underwriter substantially in the form on file with the Secretary of the Board of Directors of the District; and DOC SOC\983091 v3\22608.0005 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 orthe Board of the District: and WHEREAS, the District will enter into a Continuing Disclosure Agreement dated as of August I, 2003 (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. The Purchase Contract is hereby approved in substantially 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 the Purchase Contract with such changes, insertions and omissions as may be approved by the officer executing the same, said execution being conclusive evidence of such approval; provided, however that in no event shall the principal amount of the Certificates exceed $13,000,000 nor shall the underwriting discount exceed 0.611% of the principal amount of the Certificates nor shall the interest rate for the Certificates as a whole exceed 5.75% per annum. 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 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 Underwriter 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. 2 DOC SOC\083091 v3\22608.0005 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 form of Bond Counsel and Disclosure Counsel Agreement presented at this meeting is hereby approved and the General Manager is authorized to execute such Agreement and deliver such to Bond Counsel. SECTION 7. 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 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 8. The proceeds of the Certificates shall be deposited as provided in the Trust Agreement and the Installment Purchase Agreement to finance the Project. SECTION 9. U.S. Bank National Association is hereby appointed to act as trustee under the I rust Agreement. SECTION 10. The Board of Directors of the District hereby authorizes the General Manager to select a municipal bond insurer to insure payments of interest with respect to and principal of the Certificates and to provide reserve fund surety bonds to be deposited into the reserve fund for the Certificates, so long as the General Manager determines that obtaining the municipal bond insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to the Certificates. SECTION 11. 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 12. This resolution shall take effect immediately. DOCSOC\983091 %3\22608.0005 PASSED AND ADOPTED this 7th day of August. 2003 by the following called vote: AYES: Armstrong, Beverage, Mills, Summerfield NOES: Korn ABSENT: None ABSTAIN: None William J. Robertson, Secretary Yorba Linda Water District 1 B>ohn W. Summertield, Yorba Linda Water District 4 DOCSOC\983091 v3\22608.0005