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HomeMy WebLinkAbout2003-08-07 - Resolution No. PFC-03-02RENUMBERED PFC-03-02 RESOLUTION NO. 03-09-PFC 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 $13,000,000 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 August 1, 2003, 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 ""T 111st 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 August 1, 2003, 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 $13,000,000 (the "Certificates"), which Certificates evidence proportionate interests in certain installment payments to be made pursuant to the Installment Purchase Agreement; and DOCSOC\9830880\22608.0001 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 of which has been presented to this Board of Directors at this meeting; 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 $13,000,000 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: Certificate Documents. 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. SECTION 3: 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. SECTION 4: Effect. This Resolution shall take effect from and after its date of adoption. 2 UUCSOC'\983088v 3A22608.0005 PASSED AND ADOPTED this 7th day of August, 2003 by the following called vote: AYES: Armstrong, Beverage, Korn, Mills, Summerfield NOES: None ABSENT: None ABSTAIN: None o n W. Summ Yorba Linda Water District Public Financing Corporation 1 William Yorba Linda Financing Corporation DOC S009830880\22608.000> Water District Public