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HomeMy WebLinkAboutOCSD 10-13RESOLUTION NO. OCSD 10-13 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT AUTHORIZING THE EXECUTION AND DELIVERY BY THE DISTRICT OF A FIRST SUPPLEMENT AL TRUST AGREEMENT AND REPLACEMENT OF THE STANDBY CERTIFICATE PURCHASE AGREEMENT WITH LLOYDS TSB BANK AS CREDIT FACILITY ON THE ORANGE COUNTY SANITATION DISTRICT REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2000-A AND SERIES 2000-B; APPROVING A NEGOTIATED AGREEMENT WITH LLOYDS TSB BANK AS CREDIT FACILITY ON THE ORANGE COUNTY SANITATION DISTRICT REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2000-A AND SERIES 2000-B; AUTHORIZING THE DISTRIBUTION OF A REMARKETING MEMORANDUM IN CONNECTION THEREWITH, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND RELATED ACTIONS WHEREAS, the Orange County Sanitation District (the "District") has previously caused there to be executed and delivered the Orange County Sanitation District Refunding Certificates of Participation, Series 2000-A and the Orange County Sanitation District Refunding Certificates of Participation, Series 2000-B (collectively, the "Series 2000 Certificates") to finance and refinance the acquisition, construction and installation of certain improvements to the District's wastewater system; WHEREAS, the Series 2000 Certificates were executed and delivered as variable rate obligations supported by a Standby Certificate Purchase Agreement, dated as of August 1, 2000, by and between Dexia Public Finance Bank, acting through its New York Agency, and the District; WHEREAS, the District desires to cause the delivery of an Alternate Standby Agreement in the form of a Standby Certificate Purchase Agreement (the "Standby Certificate Purchase Agreement") by and between the District and Lloyds TSB Bank plc, acting through its New York Branch, in accordance with the Trust Agreement, dated as of August 1, 2000 (the "Trust Agreement"), by and among the District, the Orange County Sanitation District Financing Corporation (the "Corporation") and the predecessor trustee, State Street Bank and Trust Company of California, N.A. (the current Trustee being U.S. Bank National Association), to support the Series 2000 Certificates; WHEREAS, in connection with the execution and delivery of the Alternate Standby Agreement, the District and the Corporation desire to amend the Trust Agreement and the Installment Purchase Agreement, dated as of August 1, 2000 (the "Installment Purchase Agreement"), by and between the District and the Corporation; WHEREAS, in connection with the remarketing of the Series 2000 Certificates with the support of the Standby Certificate Purchase Agreement, a Remarketing Memorandum has been prepared by the District; WHEREAS, there have been prepared and submitted to this meeting forms of: 90099925.3 (a) the First Amendment to Installment Purchase Agreement; (b) the First Amendment to Trust Agreement; ( c) the Remarketing Memorandum; and ( d) the Standby Certificate Purchase 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 actions 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 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 First Amendment to 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 officers 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 First Amendment to 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 such First Amendment to Installment Purchase Agreement by such Authorized Officer. Section 3. The First Amendment to 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 First Amendment to 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 First Amendment to Trust Agreement by such Authorized Officer. Section 4. The 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 Standby Certificate Purchase Agreement in the form presented to this meeting, with such changes, insertions and 90099925.3 2 om1ss10ns as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Standby Certificate Purchase Agreement by such Authorized Officer. Section 5. The Remarketing Memorandum, 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 Remarketing Memorandum in connection with the remarketing of the Series 2000 Certificates is hereby authorized and approved. Section 6. 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 First Amendment to Installment Purchase Agreement, the First Amendment to Trust Agreement, the Standby Certificate Purchase Agreement, the Remarketing Memorandum, and the transactions contemplated by the agreements or documents referenced in this Resolution. Section 7. All actions heretofore taken by the officers and agents of the Corporation with respect to the execution and delivery of the Standby Certificate Purchase Agreement, the First Amendment to Installment Purchase Agreement, the First Amendment to Trust Agreement, the Remarketing Memorandum, or in connection with or related to any of the agreements or documents referenced in this Resolution, are hereby approved, confirmed and ratified. Section 8. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED at a regular meet'ng held on July 28, 2010. ATTEST: Clerk of the Board of Directors APPROVED AS TO FORM: ~~.~ Orange County Sanitation District 90099925.3 3 STATE OF CALIFORNIA ) ) SS COUNTY OF ORANGE ) I, Lilia Kovac, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 10-13 was passed and adopted at a regular meeting of said Board on the 28th day of July 2010, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: John Anderson, Gordon Shanks, Tom Beamish, Larry Crandall, Doug Davert, Jon Dumitru, Troy Edgar, Jim Ferryman, Cathy Green, Phil Luebben, Patsy Marshall, Roy Moore, Joy Neugebauer, Janet Nguyen, Sharon Quirk-Silva, Brad Reese, David Shawver, Christina Shea, Harry Sidhu, Sal Tinajero, Connie Underhill, Mark Waldman, Nancy Gardner, John Withers None None Bill Dalton IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 28th day of July 2010. 90099925.3 Clerk of the Board of Directors Orange County Sanitation District