Loading...
HomeMy WebLinkAboutOCSD 00-17RESOLUTION NO.OCSD 00-17 RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT AUTHORIZiNG TILE EXECUTION AND DELWERY BY THE DISTRICT OF SPECIFIED AGREEMENTS, DOCUMENTS AND INSTRUMENTS WITH RESPECT TO THE EXECUTION AND DELIVERY OF ORANGE COUNTY SANITATION DISTRICT REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2000,AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH CERTIFICATES EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO EXCEED $230,000,000,AUTHORIZING TIl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the Board of Directors of the Orange County Sanitation District (the “District”)is presently considering refinancing certain of its obligations and financing the acquisition,construction and installation of certain improvements,and restructuring,simplifying and making more consistent certain of its obligations; WHEREAS,the District previously financed the acquisition,construction and installation of certain improvements to its wastewater system (the “Original Project”)through the incurrence of certain obligations pursuant to an Agreement for Acquisition and Construction, dated as of November 1,1990 (the “Series A Agreement for Acquisition and Construction”),an Agreement for Acquisition and Construction,dated as of May 1,1991 (the “Series B Agreement for Acquisition and Construction”)and an Agreement for Acquisition and Construction,dated as of July 1,1992 (the “Series C Agreement for Acquisition and Construction”); WHEREAS,in order to finance the Original Project,the District caused to be executed and delivered County Sanitation District Nos.1,2,3,5,6,7,11,13 and 14 of Orange County, DOCSLAL:35 1670.7 41758-7 MM3 California,Certificates of Participation (Capital Improvement Program,1990-92 Series A)(the “Series A Certificates”)in the aggregate principal component of $100,000,000 and currently outstanding in the aggregate principal component of $83,300,000,County Sanitation District Nos.1,2,3,5,6,7 and 11 of Orange County,California,Certificates of Participation (Capital Improvement Program,1990-92 Series B)in the aggregate principal component of $117,555,000 and currently outstanding in the aggregate principal component of $18,695,000 (the “Series B Certificates”)and County Sanitation District Nos.1,2,3,5,6,7 and 11 of Orange County, California,Certificates of Participation (Capital Improvement Program,1990-92 Series C)in the aggregate principal component of $98,500,000 and currently outstanding in the aggregate principal component of $86,200,000 (the “Series C Certificates”and together with the Series A Certificates and the Series B Certificates,the “Prior Certificates”); WHEREAS,in order to achieve credit enhancement and liquidity cost savings,the District desires to refinance the Project by exercising its option to prepay certain installment payments to be made by the District pursuant to the Series A Agreement for Acquisition and Construction,the Series B Agreement for Acquisition and Construction and the Series C Agreement for Acquisition and Construction; WHEREAS,the District desires to finance the acquisition,construction and installation of certain improvements to its wastewater system (together with the Original Project,the “Project”); WHEREAS,in order to refinance the Prior Certificates and finance the Project,the District desires to purchase the Project from the Orange County Sanitation District Financing Corporation (the “Corporation”),and the Corporation desires to sell the Project to the District, for the installment payments (the “2000 Installment Payments”)to be made by the District pursuant to an Installment Purchase Agreement (such Installment Purchase Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “2000 Installment Purchase Agreement”); WHEREAS,the District desires to establish and declare the conditions and terms upon which obligations such as the Installment Purchase Agreement,and the Installment Payments and the interest thereon payable under the Installment Purchase Agreement,are to be incurred and secured,pursuant to a Master Agreement for District Obligations,by and between the District and the Corporation (such Master Agreement for District Obligations,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “Master Agreement”); WHEREAS,the Corporation proposes to assign without recourse certain of its rights under and pursuant to the Installment Purchase Agreement to State Street Bank &Trust Company of California,N.A.,as trustee (the “Trustee”)pursuant to a Trust Agreement among the Trustee,the Corporation and the District (such Trust Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “2000 Trust Agreement”); -2- DOCSLAL 354670.7 41758-7 MM3 WHEREAS,in consideration of such assignment and the execution and entering into of this Trust Agreement,the Trustee has agreed to execute and deliver refunding certificates of participation (the “2000 Certificates”),evidencing direct,undivided fractional interests in the Installment Payments,and the interest thereon,payable under the Installment Purchase Agreement; WHEREAS,in order to secure the timely payment of the principal and interest evidenced by the 2000 Certificates and to provide a source of payment for the purchase of 2000 Certificates tendered by the owners thereof when such purchase is required in accordance with the terms of the Trust Agreement,the District proposes to enter into a Standby Certificate Purchase Agreement with Dexia Credit Local de France,acting through its New York Agency (the “2000 Bank”),pursuant to which the Bank will provide liquidity for the 2000 Certificates (such Standby Certificate Purchase Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “2000 Standby Certificate Purchase Agreement”); WHEREAS,PaineWebber Incorporated,as underwriter,has submitted to the District and the Corporation a proposal to purchase certain of the 2000 Certificates in the form of a Certificate Purchase Agreement,Series A Refunding and Series C Refunding (such Certificate Purchase Agreement,Series A Refunding and Series C Refunding,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “2000 Certificate Purchase Agreement,Series A Refunding and Series C Refunding”); WHEREAS,PaineWebber Incorporated,as underwriter,has submitted to the District and the Corporation a proposal to purchase certain of the 2000 Certificates in the form of a Certificate Purchase Agreement,Series B Advance Refunding (such Certificate Purchase Agreement,Series B Advance Refunding,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “2000 Certificate Purchase Agreement,Series B Advance Refunding”); WHEREAS,the funds to pay the principal,and premium and interest,evidenced by the Series B Certificates through the prepayment date thereof will be applied to such purpose pursuant to an Escrow Agreement by and between the District and Chase Bank of Texas,National Association,as escrow bank (such Escrow Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “2000 Escrow Agreement”); WHEREAS,the District desires to enter into an interest rate swap with PaineWebber Trading Inc.(the “2000 Counterparty”)and Wachovia Bank,N.A.(the “2000 Contingent Swap Counterparty”),the terms and conditions of which shall be set forth in the ISDA Master Agreement (Multicurrency-Cross Border),as amended and supplemented by the Schedule to the Master Agreement (Multicurrency-Cross Border)(the “Schedule”)and a Confirmation (the “Confirmation”),pursuant to which the District will pay a fixed rate to the 2000 Counterparty, and the 2000 Counterparty or the 2000 Contingent Swap Counterparty will pay a variable interest rate to the District (such ISDA Master Agreement,as so amended and supplemented by the Schedule and the Confirmation,in the form presented to this meeting,with such changes,insertions -3- DOCSLA1 :351670.7 41758-7 MM3 and omissions as are made pursuant to this Resolution,being referred to herein as the “2000 Interest Rate Swap Agreement”); WHEREAS,in order to provide for the remarketing of 2000 Certificates tendered pursuant to the terms of the Trust Agreement,the District desires to enter into a Remarketing Agreement with PaineWebber Incorporated (such Remarketing Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “2000 Remarketing Agreement”); WHEREAS,a form of the Official Statement to be distributed in connection with the public offering of the 2000 Certificates has been prepared (such Official Statement in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as ‘the “2000 Official Statement”); WHEREAS,pursuant to a Trust Agreement,dated as of October 1,1992 (the “1992 Original Trust Agreement”),by and among State Street Bank &Trust Company of California, N.A.,as trustee (the “1992 Trustee”)and the County Sanitation District No.1 of Orange County, California,County Sanitation District No.2 of Orange County,California,County Sanitation District No.3 of Orange County,California,County Sanitation District No.5 of Orange County, California,County Sanitation District No.6 of Orange County,California,County Sanitation District No.7 of Orange County,California,and County Sanitation District No.11 of Orange County,California (collectively,the “Predecessor Districts”),the 1992 Trustee executed and delivered the County Sanitation District Nos.1,2,3,5,6,7 and 11 of Orange County, California,Refunding Certificates of Participation,1992 Series (the “1992 Certificates”)in the aggregate principal component of $160,600,000 and currently outstanding in the aggregate principal component of $129,110,000; WHEREAS,the District desires to modify and amend the 1992 Original Trust Agreement pursuant to a First Supplemental Trust Agreement,by and between the 1992 Trustee and the District,as successor by consolidation to the Predecessor Districts (such First Supplemental Trust Agreement,in the form presented to this meeting,with such changes, insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1992 First Supplemental Trust Agreement”)(as so modified and amended,the “1992 First Supplemented Trust Agreement”); WHEREAS,the 1992 Certificates evidence direct and proportionate interests in the installment payments (the “1992 Installment Payments”)to be paid by the District,as successor by consolidation to the Predecessor Districts,under the Amendatory Agreement for Acquisition and Construction,dated as of October 1,1992 (the “1992 Agreement for Acquisition and Construction”),by and among the Predecessor Districts; WHEREAS,in order to secure the timely payment of the principal and interest evidenced by the 1992 Certificates and to provide a source of payment for the purchase of 1992 Certificates tendered by the owners thereof when such purchase is required in accordance with the terms of the Trust Agreement,the District entered into a Standby Certificate Purchase Agreement,dated as of January 30,1996 (the “1992 Standby Certificate Purchase Agreement”), -4- DOCSLAI :351670.7 41758-7 MM3 with Barclays Bank PLC,New York Branch (the “1992 Bank”)and the 1992 Trustee,pUrsuant to which the 1992 Bank provides liquidity for the 1992 Certificates; WHEREAS,the District entered into an Interest Rate Swap Agreement with MG Financial Products Corp.(the “1992 Counterparty”)pursuant to which the District pays a fixed rate to the 1992 Counterparty and the 1992 Counterparty pays the variable interest rate on the 1992 Certificates to the District (the “1992 Interest Rate Swap Agreement”); WHEREAS,the District entered into a Liquidity Guaranty Agreement with MG Financial Products Corp.(the “1992 Liquidity Guarantor”)pursuant to which the 1992 Liquidity Guarantor provides assurance as to the liquidity support for the 1992 Certificates after the expiration of the 1992 Standby Certificate Purchase Agreement (the “1992 Liquidity Guaranty Agreement”); WHEREAS,the District proposes to restructure,simplify and make more consistent certain of its obligations,including the 1992 Agreement for Acquisition and Construction,and the instruments pursuant to which interests in such obligations,or the payments to be made thereunder,were executed and delivered,including the 1992 Original Trust Agreement,the 1992 First Supplemented Trust Agreement,1992 Standby Certificate Purchase Agreement,the 1992 Interest Rate Swap Agreement and the 1992 Liquidity Guaranty Agreement; WHEREAS,to that end,the District desires to modify,amend,reform and restate the 1992 Agreement for Acquisition and Construction pursuant to a Reformed Agreement for Acquisition and Construction,by and between the District,as successor by consolidation to the Predecessor Districts,and the Corporation (such Reformed Agreement for Acquisition and Construction,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1992 Reformed Agreement for Acquisition and Construction”); WHEREAS,to that end,the District desires to modify,amend,reform and restate the 1992 First Supplemented Trust Agreement pursuant to a Reformed Trust Agreement,by and between the 1992 Trustee and the District,as successor by consolidation to the Predecessor Districts (such Reformed Trust Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1992 Reformed Trust Agreement”); WHEREAS,to that end,the District desires to modify and amend the 1992 Standby Certificate Purchase Agreement pursuant to a Reformed Standby Certificate Purchase Agreement,among the District,as successor by consolidation to the Predecessor Districts,the 1992 Trustee and the 1992 Bank (such Reformed Standby Certificate Purchase Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1992 Reformed Standby Certificate Purchase Agreement”); WHEREAS,to that end,the District desires to modify and amend the 1992 Interest Rate Swap Agreement pursuant to an Amendment No.I to Interest Rate Swap Agreement,by and between the District,as successor by consolidation to the Predecessor Districts and the 1992 -5- DOCSLA1 :351670.7 41758-7 MM3 Counterparty (such Amendment No.1 to Interest Rate Swap Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1992 Amendment No.1 to Interest Rate Swap Agreement”); WHEREAS,to that end,the District desires to modify and amend the 1992 Liquidity Guaranty Agreement pursuant to an Amendment No.1 to Liquidity Guaranty Agreement,by and between the District,as successor by consolidation to the Predecessor Districts and the 1992 Liquidity Guarantor (such Amendment No.1 to Liquidity Guaranty Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1992 Amendment No.1 to Liquidity Guaranty Agreement”); WHEREAS,in order to provide for the remarketing of 1992 Certificates tendered pursuant to the terms of the 1992 Reformed Trust Agreement,the District desires to enter into an Amended and Restated Remarketing Agreement with PaineWebber Incorporated (such Amended and Restated Remarketing Agreement,in the form presented to this meeting,with such changes, insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1992 Amended and Restated Remarketing Agreement”); WHEREAS,in order to reflect such amendments and modifications,a form of the Reoffering Memorandum with respect to the 1992 Certificates has been prepared (such Reoffering Memorandum in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1992 Reoffering Memorandum”); WHEREAS,pursuant to a Trust Agreement,dated as of September 1,1993 (the “1993 Original Trust Agreement”),by and among Texas Commerce Bank National Association,now known as Chase Bank of Texas,National Association,as trustee (the “1993 Trustee”)and the Predecessor Districts,the 1993 Trustee executed and delivered the County Sanitation District Nos.1,2,3,5,6,7 and 11 of Orange County,California,Refunding Certificates of Participation, 1993 Series (the “1993 Certificates”)in the aggregate principal component of $46,000,000 and currently outstanding in the aggregate principal component of $43,950,000; WHEREAS,the 1993 Certificates evidence direct and proportionate interests in the installment payments (the “1993 Installment Payments”)to be paid by the District,as successor by consolidation to the Predecessor Districts,under the Amendatory Agreement for Acquisition and Construction,dated as of September 1,1993 (the “1993 Agreement for Acquisition and Construction”),by and among the Predecessor Districts; WHEREAS,in order to secure the payment under certain circumstances of the purchase price of the 1993 Certificates,the District entered into a Reimbursement Agreement,dated as of September 1,1993 (the “1993 Reimbursement Agreement”),by and among the Predecessor Districts and Société Générale,New York Branch (the “1993 Bank”); WHEREAS,the District entered into an Interest Rate Swap Agreement with Société Générale,New York Branch (the “1993 Counterparty”)pursuant to which the District pays a -6- DOCSLA1 :351670.7 4 1758-7 MM3 fixed rate to the 1993 Counterparty and the 1993 Counterparty pays the variable interest rate on the 1993 Certificates to the District (the “1993 Interest Rate Swap Agreement”); WHEREAS,the District proposes to restructure,simplify and make more consistent certain of its obligations,including the 1993 Agreement for Acquisition and Construction,and the instruments pursuant to which interests in such obligations,or the payments to be made thereunder,were executed and delivered,including the 1993 Original Trust Agreement,1993 Reimbursement Agreement and the 1993 Interest Rate Swap Agreement; WHEREAS,to that end,the District desires to modify,amend,reform and restate the 1993 Agreement for Acquisition and Construction pursuant to a Reformed Agreement for Acquisition and Construction,by and between the District,as successor by consolidation to the Predecessor Districts,and the Corporation (such Reformed Agreement for Acquisition and Construction,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1993 Reformed Agreement for Acquisition and Construction”); WHEREAS,to that end,the District desires to modify,amend,reform and restate the 1993 Original Trust Agreement pursuant to a Reformed Trust Agreement,by and between the 1993 Trustee and the District,as successor by consolidation to the Predecessor Districts (such Reformed Trust Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1993 Reformed Trust Agreement”); WHEREAS,to that end,the District desires to modify and amend the 1993 Reimbursement Agreement pursuant to an Amended and Restated Reimbursement Agreement, by and between the District,as successor by consolidation to the Predecessor Districts and the 1993 Bank (such Amended and Restated Reimbursement Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1993 Amended and Restated Reimbursement Agreement”); WHEREAS,to that end,the District desires to modify and amend the 1993 Interest Rate Swap Agreement pursuant to an Amended and Restated Interest Rate Swap Agreement,by and between the District,as successor by consolidation to the Predecessor Districts and the 1993 Counterparty (such Amended and Restated Interest Rate Swap Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1993 Amended and Restated Interest Rate Swap Agreement”); WHEREAS,in order to provide for the remarketing of 1993 Certificates tendered pursuant to the terms of the 1993 Reformed Trust Agreement,the District desires to enter into an Amended and Restated Remarketing Agreement with PaineWebber Incorporated (such Amended and Restated Remarketing Agreement,in the form presented to this meeting,with such changes, insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1993 Amended and Restated Remarketing Agreement”); -7- DOCSLAI :35 1670.7 41758-7 MM3 WHEREAS,in order to reflect such amendments and modifications,a form of the Reoffering Memorandum with respect to the 1993 Certificates has been prepared (such Reoffering Memorandum in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution,being referred to herein as the “1993 Reoffering Memorandum”); WHEREAS,there have been prepared and submitted to this meeting forms of: (a)the 2000 Installment Purchase Agreement; (b)the Master Agreement; (c)the 2000 Trust Agreement; (d)the 2000 Standby Certificate Purchase Agreement; (e)the 2000 Certificate Purchase Agreement,Series A Refunding and Series C Refunding; (f)the 2000 Certificate Purchase Agreement,Series B Advance Refunding; (g)the 2000 Escrow Agreement; (h)the 2000 Interest Rate Swap Agreement; (i)the 2000 Remarketing Agreement; (j)the 2000 Official Statement; (k)1992 Reformed Agreement for Acquisition and Construction; (I)1992 First Supplemental Trust Agreement; (m)1992 Reformed Trust Agreement; (n)1992 Reformed Standby Certificate Purchase Agreement; (o)1992 Amendment No.ito Interest Rate Swap Agreement; (p)1992 Amendment No.I to Liquidity Guaranty Agreement; (q)1992 Amended and Restated Remarketing Agreement; (r)1992 Reoffering Memorandum; (s)1993 Reformed Agreement for Acquisition and Construction; (t)1993 Reformed Trust Agreement; -8- DOCSLA1:35 1670.7 41758-7 MM3 (u)1993 Amended and Restated Reimbursement Agreement; (v)1993 Amended and Restated Interest Rate Swap Agreement; (w)1993 Amended and Restated Remarketing Agreement;and (x)1993 Reoffering Memorandum; WHEREAS,all acts,conditions and things required by the Constitution and laws of the State of California to exist,to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist,have happened and have been performed in regular and due time,form and manner as required by law,and the District is now duly authorized and empowered,pursuant to each and every requirement of law, to consummate such financing for the purpose,in the manner and upon the terms herein provided; NOW,THEREFORE,the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE,DETERMINE AND ORDER: Section 1.All of the recitals herein contained are true and correct and the Board so finds. Section 2.The 2000 Installment Purchase Agreement,in substantially the form submitted to this meeting and made a part hereof as though set forth herein,be and the same is hereby approved.The Chair of the Board of Directors,and such other member of the Board of Directors as the Chair may designate,the General Manager of the District and the Director of Finance of the District,and such other officer of the District as the Director of Finance may designate (the “Authorized Officers”)are,and each of them is,hereby authorized and directed, for and in the name of the District,to execute and deliver the 2000 Installment Purchase Agreement in the form submitted to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 2000 Installment Purchase Agreement by such Authorized Officer;provided,however,that such changes,insertions and omissions shall not authorize an aggregate principal amount of 2000 Installment Payments in excess of $230,000,000,shall not result in the term of the 2000 Installment Purchase Agreement exceeding 35 years. Section 3.The Master Agreement,in substantially the form submitted to this meeting and made a part hereof as though set forth in fill herein,be and the same is hereby approved. The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to execute and deliver the Master Agreement in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the Master Agreement by such Authorized Officer. Section 4.The 2000 Trust Agreement,in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby -9- DOCSLA1 :351670.7 41758-7 MM3 approved.The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to execute and deliver the 2000 Trust Agreement in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 2000 Trust Agreement by such Authorized Officer. Section 5.The execution and delivery of 2000 Certificates evidencing principal in an aggregate amount of not to exceed $230,000,000,payable in the years and in the amounts,and evidencing principal of and interest on the 2000 Installment Payments as specified in the 2000 Trust Agreement as finally executed,are hereby authorized and approved. Section 6.The 2000 Standby Certificate Purchase Agreement,in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to execute and deliver the 2000 Standby Certificate Purchase Agreement in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 2000 Standby Certificate Purchase Agreement by such Authorized Officer. Section 7.The 2000 Certificate Purchase Agreement,Series A Refunding and Series C Refunding,in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are, and each of them is,hereby authorized and directed,for and in the name of the District,to execute and deliver the 2000 Certificate Purchase Agreement,Series A Refunding and Series C Refunding in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 2000 Certificate Purchase Agreement, Series A Refunding and Series C Refunding by such Authorized Officer;provided,however,that the underwriter’s discount for the sale of the 2000 Certificates shall not exceed 0.3 5%of the aggregate amount of principal evidenced by such 2000 Certificates. Section 8.The 2000 Certificate Purchase Agreement,Series B Advance Refunding, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to execute and deliver the 2000 Certificate Purchase Agreement,Series B Advance Refunding in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 2000 Certificate Purchase Agreement,Series B Advance Refunding by such Authorized Officer;provided,however,that the underwriter’s discount for the sale of the 2000 Certificates shall not exceed 0.3 5%of the aggregate amount of principal evidenced by such 2000 Certificates. Section 9.The 2000 Escrow Agreement,in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is,hereby authorized and directed,for -10- DOCSLA1 :351670.7 41758-7 MM3 and in the name of the District,to execute and deliver the 2000 Escrow Agreement in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 2000 Escrow Agreement by such Authorized Officer. Section 10.The Board of Directors hereby finds and determines that the execution and delivery of the 2000 Interest Rate Swap Agreement is designed to reduce the amount of rate risk and enhance the relationship between risk and return with respect to the investment or program of investment in connection with,or incident to,the 2000 Interest Rate Swap Agreement.The 2000 Interest Rate Swap Agreement,in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to execute and deliver the 2000 Interest Rate Swap Agreement in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 2000 Interest Rate Swap Agreement by such Authorized Officer. Section 11.The 2000 Remarketing Agreement,in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to execute and deliver the 2000 Remarketing Agreement in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 2000 Remarketing Agreement by such Authorized Officer. Section 12.The 2000 Official Statement,in substantially the form presented to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to certify that the 2000 Official Statement has been “deemed final”for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to execute the 2000 Official Statement in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 2000 Official Statement by such Authorized Officer.The use of the 2000 Official Statement in connection with the offering and sale of the 2000 Certificates in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,is hereby authorized and approved. Section 13.The 1992 Reformed Agreement for Acquisition and Construction,in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is, hereby authorized and directed,for and in the name of the District,to execute and deliver the 1992 Reformed Agreement for Acquisition and Construction in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the —11— DOCSLA1 :351670.7 41758-7 MM3 herein,be and the same is hereby approved.The Authorized Officers are,and each of them is, hereby authorized and directed,for and in the name of the District,to execute and deliver the 1993 Amended and Restated Reimbursement Agreement in the form presented to this meeting, with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 1993 Amended and Restated Reimbursement Agreement by such Authorized Officer. Section 24.The 1993 Amended and Restated Interest Rate Swap Agreement,in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is, hereby authorized and directed,for and in the name of the District,to execute and deliver the 1993 Amended and Restated Interest Rate Swap Agreement in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 1993 Amended and Restated Interest Rate Swap Agreement by such Authorized Officer. Section 25.The 1993 Amended and Restated Remarketing Agreement,in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is, hereby authorized and directed,for and in the name of the District,to execute and deliver the 1993 Amended and Restated Remarketing Agreement in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 1993 Amended and Restated Remarketing Agreement by such Authorized Officer. Section 26.The 1993 Reoffering Memorandum,in substantially the form presented to this meeting and made a part hereof as though set forth in full herein,be and the same is hereby approved.The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to certify that the 1993 Reoffering Memorandum has been “deemed final”for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934.The Authorized Officers are,and each of them is,hereby authorized and directed,for and in the name of the District,to execute the 1993 Reoffering Memorandum in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,such requirement or approval to be conclusively evidenced by the execution of the 1993 Reoffering Memorandum by such Authorized Officer.The use of the 1993 Reoffering Memorandum in connection with the 1993 Certificates in the form presented to this meeting,with such changes,insertions and omissions as the Authorized Officer executing the same may require or approve,is hereby authorized and approved. Section 27.The Authorized Officers are,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 execution and delivery of the 2000 Certificates and the transactions contemplated by the agreements or documents referenced herein and this Resolution. -14- DOCSLAI:35 1670.7 41759-7 MM3 Section 28.All actions heretofore taken by the officers and employees of the District with respect to the execution,delivery and sale of the 2000 Certificates,or in connection with or related to any of the agreements or documents referenced herein,are hereby approved,confirmed and ratified. Section 29.This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED at a regular meeting held July 19,2000. ATTEST: ~ ,, -.15- DOCSLA1:351670.7 4 1758-7 MM3