HomeMy WebLinkAboutOC SAN 21-09OC SAN 21-09-1
RESOLUTION NO. OC SAN 21-09
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, A CONTINUING DISCLOSURE
AGREEMENT AND ESCROW AGREEMENTS IN CONNECTION WITH
THE ORANGE COUNTY SANITATION DISTRICT WASTEWATER
REFUNDING REVENUE OBLIGATIONS, SERIES 2021A, AUTHORIZING
THE EXECUTION AND DELIVERY OF SUCH REVENUE OBLIGATIONS
EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO
EXCEED $163,775,000, 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 REVENUE OBLIGATIONS AND
AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND
RELATED ACTIONS
WHEREAS, to refinance the acquisition, construction and installation of certain
improvements to its wastewater system (the “2011 Prior Project”), the Orange County
Sanitation District (the “District”) has heretofore purchased the 2011 Prior Project from
the Orange County Sanitation District Financing Corporation (the “Corporation”), and the
Corporation has heretofore sold the 2011 Prior Project to the District, for the installment
payments (the “2011 Prior Installment Payments”) made by the District pursuant to the
Installment Purchase Agreement, dated as of October 1, 2011 (the “2011 Prior Installment
Purchase Agreement”), by and between the District and the Corporation;
WHEREAS, to provide the funds necessary to refinance the 2011 Prior Project,
the District caused the execution and delivery of the Orange County Sanitation District
Wastewater Refunding Revenue Obligations, Series 2011A (the “2011 Prior
Obligations”), evidencing direct, undivided fractional interests in the 2011 Prior Installment
Payments;
WHEREAS, to refinance certain improvements to its wastewater system (the “2018
Prior Project” and, together with the 2011 Prior Project, the “Prior Projects”), the District
has heretofore purchased the 2018 Prior Project from the Corporation, and the
Corporation has heretofore sold the 2018 Prior Project to the District, for the installment
payments (the “2018 Prior Installment Payments” and, to gether with the 2011 Prior
Installment Payments, the “Prior Installment Payments”) made by the District pursuant to
the Installment Purchase Agreement, dated as of November 1, 2018 (the “2018 Prior
Installment Purchase Agreement” and, together with the 2011 Prior Installment Purchase
Agreement, the “Prior Installment Purchase Agreement”), by and between the District and
the Corporation;
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WHEREAS, to provide the funds necessary to refinance the 2018 Prior Project,
the District caused the execution and delivery of the Orange County Sanitation District
Revenue Refunding Certificate Anticipation Notes, Series 2018A (the “2018 Prior Notes”),
evidencing direct, undivided fractional interests in the 2018 Prior Installment Payments;
WHEREAS, the District desires to refinance all or a portion of the Prior Projects by
prepaying all or a portion of the remaining Prior Installment Payments, and the interest
thereon to the date of prepayment, thereby causing all or a portion of the remaining 2011
Prior Obligations maturing on February 1, 2023 through 2026, inclusive, and 2018 Prior
Notes to be prepaid;
WHEREAS, to provide the funds necessary to prepay a portion of the remaining
Prior Installment Payments, the District and the Corporation desire that the Corporation
purchase the Prior Projects from the District and the District sell the Prior Projects to the
Corporation, and that the District then purchase the Prior Projects from the Corporation
and the Corporation sell the Prior Projects to the District, for the installment payments
(the “Installment Payments”) to be made by the District pursuant to an Installment
Purchase Agreement by and between the District and the Corporation (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
“Installment Purchase Agreement”);
WHEREAS, the Corporation intends to assign without recourse certain of its rights
under and pursuant to the Installment Purchase Agreement to U.S. Bank National
Association, as trustee (the “Trustee”), pursuant to a Trust Agreement by and 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 delivery
of the Trust Agreement, the Trustee intends to execute and deliver the Orange County
Sanitation District Wastewater Refunding Revenue Obligations, Series 2021A (the
“Revenue Obligations”), evidencing direct, undivided f ractional interests in the Installment
Payments, and the interest thereon;
WHEREAS, the District desires to provide for the public sale of the Revenue
Obligations;
WHEREAS, a form of the Notice of Intention to Sell to be published in connection
with the public offering and sale of the Revenue Obligations 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 Revenue Obligations has been
prepared (such Official Notice Inviting Bids, in the form presente d to this meeting, with
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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 Revenue Obligations 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
Revenue Obligations 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 Digital Assurance Certification, LLC (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;
(f) the Continuing Disclosure Agreement;
(g) the Escrow Agreement relating to the 2011 Prior Obligations to be
prepaid (the “2011 Escrow Agreement”); and
(h) the Escrow Agreement relating to the 2018 Prior Notes to be prepaid
(the “2018 Escrow Agreement” and, together with the 2011 Escrow Agreement, the
“Escrow Agreements”).
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,
OC SAN 21-09-4
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 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
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 Assistant General
Manager, Director of Finance and Administrative Services of the District, and such other
officers of the District as the Assistant General Manager, 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 $163,775,000.00, shall
not result in a true interest cost for the Installment Payments in excess of 3.0% and shall
not result in a final Installment Payment later than February 1, 2036.
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 Revenue Obligations evidencing
principal in an aggregate amount not to exceed $163,775,000.00, 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 prepayment of all or a portion of the remaining principal
components of the Prior Installment Payments, and the interest components thereof to
the dates of prepayment, and the 2011 Prior Obligations maturing on February 1, 2023
through 2026, inclusive, and the 2018 Prior Notes evidencing interests therein, as
determined by any Authorized Officer, is hereby authorized, and approved.
OC SAN 21-09-5
Section 6. 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 Revenue Obligations 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
Revenue Obligations as an Authorized Officer shall approve as being in the best interests
of the 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 7. 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 Revenue Obligations is hereby authorized and approved. The terms and
conditions of the offering and sale of the Revenue Obligations shall be as specified in the
Notice Inviting Bids. Bids for the purchase of the Revenue Obligations 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 Revenue Obligations with the lowest true interest cost, or to reject
all bids therefor, in accordance with the terms of the Notice Inviting Bids.
Section 8. 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 Revenue Obligations 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 Revenue Obligations a
reasonable number of copies of the Preliminary Official Statement.
Section 9. The preparation and delivery of a final Official Statement (the “Official
Statement”), and its use in connection with the offering and sale of the Revenue
Obligations, 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.
OC SAN 21-09-6
Section 10. 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.
Section 11. The Escrow Agreements, in substantially the forms submitted to this
meeting and made a part hereof as though set forth herein, be and the same are 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 Escrow
Agreements in the forms 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 Escrow
Agreements by such Authorized Officer.
Section 12. 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 Revenue Obligations and the transactions contemplated by
the notices, agreements and documents referenced in this Resolution.
Section 13. All actions heretofore taken by the officers and employees of the
District with respect to the execution, delivery and sale of the Revenue Obligations, or in
connection with or related to any of the agreements or documents referenced in this
Resolution, are hereby approved, confirmed and ratified.
Section 14. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED at a regular meeting of the Board of Directors of the
Orange County Sanitation District held May 26, 2021.
David John Shawver
Board Chairman
ATTEST:
Kelly A. Lore, MMC
Clerk of the Board
David John Shawver (May 27, 2021 15:39 PDT)
David John Shawver
Kelly Lore (May 27, 2021 15:41 PDT)
Kelly Lore
OC SAN 21-09-7
APPROVED:
Bradley R. Hogin
General Counsel
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OC SAN 21-09 was passed
and adopted at a regular meeting of said Board on the 26th day of May 2021, by the
following vote, to wit:
AYES: Brad Avery, Stacy Berry, Art Brown, Kim Carr, Doug Chaffee, Mark
Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher,
Marshall Goodman, Patrick Harper, Brooke Jones, Anthony Kuo,
Sandra Massa-Lavitt, Andrew Nguyen, Kim Nichols, Robert Ooten,
Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John
Withers, Chad Zimmerman, and John O'Neill (Alternate)
NOES: None
ABSENT: Johnathan Ryan Hernandez
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal
of Orange County Sanitation District this 26th day of May 2021.
Kelly A. Lore, MMC
Clerk of the Board of Directors
Orange County Sanitation District
Kelly Lore (May 27, 2021 15:41 PDT)
Kelly Lore
Resolution No. OC SAN 21-09
Final Audit Report 2021-05-27
Created:2021-05-27
By:Kelly Lore (klore@ocsan.gov)
Status:Signed
Transaction ID:CBJCHBCAABAAuZIgY-9JG_9k3blS2Lkfwm93xsKujSqA
"Resolution No. OC SAN 21-09" History
Document created by Kelly Lore (klore@ocsan.gov)
2021-05-27 - 3:35:45 PM GMT- IP address: 47.176.92.30
Document emailed to Bradley Hogin (bhogin@wss-law.com) for signature
2021-05-27 - 3:36:52 PM GMT
Email viewed by Bradley Hogin (bhogin@wss-law.com)
2021-05-27 - 3:50:04 PM GMT- IP address: 68.4.2.218
Document e-signed by Bradley Hogin (bhogin@wss-law.com)
Signature Date: 2021-05-27 - 6:02:04 PM GMT - Time Source: server- IP address: 4.53.178.250
Document emailed to David John Shawver (dshawver1@att.net) for signature
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Email viewed by David John Shawver (dshawver1@att.net)
2021-05-27 - 10:39:22 PM GMT- IP address: 69.147.89.254
Document e-signed by David John Shawver (dshawver1@att.net)
Signature Date: 2021-05-27 - 10:39:49 PM GMT - Time Source: server- IP address: 98.149.71.112
Document emailed to Kelly Lore (klore@ocsan.gov) for signature
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Email viewed by Kelly Lore (klore@ocsan.gov)
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Document e-signed by Kelly Lore (klore@ocsan.gov)
Signature Date: 2021-05-27 - 10:41:52 PM GMT - Time Source: server- IP address: 47.176.92.30
Agreement completed.
2021-05-27 - 10:41:52 PM GMT