HomeMy WebLinkAboutOCSD 07-25RESOLUTION NO. OCSD 07-25
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT AUTHORIZING THE EXECUTION
AND DELIVERY BY THE DISTRICT OF AN INSTALLMENT PURCHASE
AGREEMENT, A TRUST AGREEMENT, AND A CONTINUING
DISCLOSURE AGREEMENT IN CONNECTION WITH THE EXECUTION
AND DELIVERY OF ORANGE COUNTY SANITATION DISTRICT
CERTIFICATES OF PARTICIPATION, SERIES 2007B, AUTHORIZING.
THE EXECUTION AND DELIVERY OF SUCH CERTIFICATES
EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO
EXCEED $300,000,000, APPROVING A NOTICE OF INTENTION TO
SELL, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL NOTICE
INVITING BIDS AND AN OFFICIAL STATEMENT IN CONNECTION
WITH THE OFFERING AND SALE OF SUCH CERTIFICATES AND
AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND
RELATED ACTIONS
WHEREAS, the Orange County Sanitation District (the "District") desires to
finance the acquisition, construction and installation of certain improvements to its
wastewater system (the "Project");
WHEREAS, in order to 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 "Installment Payments") to be made by the District pursuant
to the Installment Purchase Agreement, dated as of December 1, 2007 (the "Installment
Purchase Agreement"), by and between the District and the Corporation;
WHEREAS, the Corporation intends to assign without recourse certain of its
rights under and pursuant to the Installment Purchase Agreement to Union Bank 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 "Trust Agreement");
WHEREAS, in consideration of such assignment and the execution and entering
into of the Trust Agreement, the Trustee intends to execute and deliver Orange County
Sanitation District Certificates of Participation, in one or more series (the "Certificates"),
evidencing direct, undivided fractional interests in the Installment Payments, and the
interest thereon;
WHEREAS, the District desires to provide for the public sale of the Certificates;
WHEREAS, a form of the Notice of Intention to Sell to be published in connection
with the public offering and sale of the Certificates has been prepared (such Notice of
Intention to Sell, 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
"Notice of Intention to Sell");
WHEREAS, a form of the Official Notice Inviting Bids to be distributed in
connection with the public offering and sale of the Certificates has been prepared (such
Official Notice Inviting Bids, 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 "Notice Inviting Bids");
WHEREAS, a form of the Preliminary Official Statement to be distributed in
connection with the public offering of the Certificates has been prepared (such
Preliminary 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 "Preliminary Official Statement");
WHEREAS, Rule 15c2-12 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"),
requires that the underwriter thereof must have reasonably determined that the District
has undertaken in a written agreement or contract for the benefit of the holders of the
Certificates to provide disclosure of certain financial information and certain material
events on an ongoing basis;
WHEREAS, to cause such requirement to be satisfied, the District desires to
enter into a Continuing Disclosure Agreement with the Trustee (such Continuing
Disclosure 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 "Continuing Disclosure Agreement");.
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the Installment Purchase Agreement;
(b) the Trust Agreement;
(c) the Notice of Intention to Sell;
(d) the Notice Inviting Bids;
(e) the Preliminary Official Statement; and
(f) the Continuing Disclosure Agreement;
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;
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NOW, THEREFORE, the Board of Directors of the District DOES HEREBY
RESOLVE, DETERMINE AND ORDER:
Section 1. All of the recitals herein contained are true and correct and the
Board of Directors of the District (the "Board") so finds.
Section 2. The 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, and such other member of the Board
as the Chair may designate, the General Manager of the District, the Director of Finance
and Administrative Services of the District, and such other officer of the District as the
Director of Finance and Administrative Services 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 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 Installment Purchase
Agreement by such Authorized Officer; provided, however, that such changes,
insertions and omissions shall not result in an aggregate principal amount of Installment
Payments in excess of $300,000,000, shall not result in a true interest cost for the
Installment Payments in excess of 6% and shall not result in a final Installment Payment
later than February 1, 2037.
Section 3. The 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 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 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 Trust
Agreement by such Authorized Officer.
Section 4. The execution and delivery of Certificates evidencing principal in an
aggregate amount of not to exceed $300,000,000, payable in the years and in the
amounts, and evidencing principal of and interest on the Installment Payments as
specified in the Trust Agreement as finally executed, are hereby authorized and
approved.
Section 5. The form of Notice of Intention to Sell, in substantially the form
submitted to this meeting and made a part hereof as though set forth in full herein, with
such changes, insertions and omissions therein as may be approved by an Authorized
Officer, is hereby approved, and the use of the Notice of Intention to Sell in connection
with the offering and sale of the Certificates is hereby approved. The Authorized
Officers are each hereby authorized and directed, for and in the name and on behalf of
the District, to cause the Notice of Intention to Sell to be published once in The Bond
Buyer (or in such other financial publication generally circulated throughout the State of
California or reasonably expected to be disseminated among prospective bidders for the
Certificates as an Authorized Officer shall approve as being in the best interests of the
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District) at least five days prior to the date set for the opening of bids in the Notice
Inviting Bids, with such changes, insertions and omissions therein as an Authorized
Officer may require or approve, such requirement or approval to be conclusively
evidenced by such publishing of the Notice of Intention to Sell.
Section 6. The Notice Inviting Bids, in substantially the form submitted to this
meeting and made a part hereof as though set forth herein, with such changes,
insertions and omissions therein as may be approved by an Authorized Officer, be and
the same is hereby approved, and the use of the Notice Inviting Bids in connection with
the offering and sale of the Certificates is hereby authorized and approved. The terms
and conditions of the offering and sale of the Certificates shall be as specified in the
Notice Inviting Bids. Bids for the purchase of the Certificates shall be received at the
time and place set forth in the Notice Inviting Bids. The Authorized Officers are each
hereby authorized and directed, for and in the name and on behalf of the District, to
accept the bid for the Certificates with the lowest true interest cost, or to reject all bids
therefor, in accordance with the terms of the Notice Inviting Bids.
Section 7. The Preliminary Official Statement, in substantially the form
presented to this meeting and made a part hereof as though set forth in full herein, with
such changes, insertions and omissions therein as may be approved by an Authorized
Officer, is hereby approved, and the use of the Preliminary Official Statement in
connection with the offering and sale of the Certificates is hereby authorized and
approved. The Authorized Officers are each hereby authorized to certify on behalf of the
District that the Preliminary Official Statement is deemed final as of its date, within the
meaning of Rule 15c2-12 (except for the omission of certain information permitted by
Rule 15c2-12 to be omitted). The Authorized Officers are each hereby authorized and
directed to furnish, or cause to be furnished, to prospective bidders for the Certificates a
reasonable number of copies of the Preliminary Official Statement.
Section 8. The preparation and delivery of a final Official Statement (the
"Official Statement"), and its use in connection with the offering and sale of the
Certificates, be and the same is hereby authorized and approved. The Official
Statement shall be in substantially the form of the Preliminary Official Statement, with
such changes, insertions and omissions as may be approved by an Authorized Officer,
such approval to be conclusively evidenced by the execution and delivery thereof. The
Authorized Officers are, and each of them is, hereby authorized and directed to execute
the final Official Statement and any amendment or supplement thereto, for and in the
name of the District.
Section 9. The Continuing Disclosure 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 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
Continuing Disclosure 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 Continuing Disclosure Agreement by such Authorized Officer.
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Section 10. 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 Certificates and the transactions
contemplated by the notices, agreements and documents referenced in this Resolution.
Section 11. All actions heretofore taken by the officers and employees of the
District with respect to the execution, delivery and sale of the Certificates, or in
connection with or related to any of the agreements or documents referenced in this
Resolution, are hereby approved, confirmed and ratified.
Section 12. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED at a regular meeting held on November 28, 2007.
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ATTEST:
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APPROVED:
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STATE OF CALIFORNIA )
) SS
COUNTY OF ORANGE )
I, Penny M. Kyle, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 07-25 was passed
and adopted at a regular meeting of said Board on the 28th day of November 2007, by
the following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
Charles Antos; Don Bankhead; Tom Beamish; Steven Choi;
Larry Crandall; Bill Dalton; Doug Davert; Jim Ferryman; Rich
Freschi; Cathy Green; Phil Luebben; Patsy Marshall; Roy
Moore; Joy Neugebauer; Chris Norby; Ken Parker; Dave
Shawver; Harry Sidhu; Constance Underhill; Mark Waldman;
Don Webb; Jim Winder
ABSENT: Jon Dumitru; Darryl Miller; Sal Tinajero
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of Orange County Sanitation District this 28th day of November 2007.
Clerk of the oard of rectors
Orange County Sanitation District , . 1. 1.I \ ,i';
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