HomeMy WebLinkAboutOCSD 08-20 RESOLUTION NO. OCSD 08-20
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT AUTHORIZING THE EXECUTION
AND DELIVERY BY THE DISTRICT OF ONE OR MORE
INSTALLMENT PURCHASE AGREEMENTS, ONE OR MORE TRUST
AGREEMENTS, AND ONE OR MORE CONTINUING DISCLOSURE
AGREEMENTS IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF ORANGE COUNTY SANITATION DISTRICT
CERTIFICATES OF PARTICIPATION, SERIES 2009A, AND IF
NECESSARY, SERIES 2009B, AUTHORIZING THE EXECUTION AND
DELIVERY OF SUCH CERTIFICATES EVIDENCING PRINCIPAL IN
AN AGGREGATE AMOUNT OF NOT TO EXCEED $200,000,000,
APPROVING ONE OR MORE NOTICES OF INTENTION TO SELL,
AUTHORIZING THE DISTRIBUTION OF ONE OR MORE OFFICIAL
NOTICE INVITING BIDS AND ONE OR MORE OFFICIAL
STATEMENTS 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, 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 one or more Installment Purchase
Agreements (collectively, 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 each 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 (each 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 collectively 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 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 each series of the
Certificates in one or more discrete sale transactions;
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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
one or more Continuing Disclosure Agreements (each 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 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 one or
more Installment Purchase Agreements 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 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 $200,000,000, shall not result in a true interest cost for the Installment
Payments in excess of 5.75% and shall not result in a final Installment Payment later than
February 1, 2039.
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 one or more Trust Agreements 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 the Certificates evidencing principal in an
aggregate amount of not to exceed $200,000,000, payable in the years and in the amounts, and
evidencing principal of and interest on the applicable Installment Payments as specified in the
applicable Trust Agreement as finally executed, are hereby authorized and approved. The
Certificates may be executed and delivered in one or more series, and sold in one or more
discrete sale transactions, all as determined by an Authorized Officer.
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 applicable Notice of Intention to Sell in connection with the offering
and sale of a series 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 one or
more Notices of Intention to Sell to be published 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 District) at least five days prior to the date set for the
opening of bids under the applicable Notice Inviting Bids, with such changes, insertions and
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omissions therein as an Authorized Officer may require or approve, such requirement or
approval to be conclusively evidenced by the publishing of such 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 one or more Notices 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 a series of the Certificates shall be as specified in applicable Notice Inviting
Bids. Bids for the purchase of a series of the Certificates shall be received at the time and place
set forth in the applicable 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 a
series of the Certificates with the lowest true interest cost, or to reject all bids therefor, in
accordance with the terms of the applicable 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 one or more Preliminary Official Statements in connection with the
offering and sale of a series of the Certificates is hereby authorized and approved. The
Authorized Officers are each hereby authorized to certify on behalf of the District that a
Preliminary Official Statement with respect to a series of the Certificates 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 a series of the
Certificates a reasonable number of copies of the applicable Preliminary Official Statement.
Section 8. The preparation and delivery of one or more final Official Statements (the
"Official Statement"), and their use in connection with the offering and sale of a series of the
Certificates, be and the same is hereby authorized and approved. An Official Statement shall be
in substantially the form of the applicable 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 a 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 one or more Continuing Disclosure
Agreements 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 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 m tin held November 19, 2008.
hair
ATTEST:
Jerk o e Board
APPROVED:
General Counsel
Orange County Sanitation District
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STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
1, Penny M. Kyle, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 08-_ was passed and
adopted at a regular meeting of said Board on the 191h day of November 2008, by the following
vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
Orange County Sanitation District this 19th day of November 2008.
Clerk of the Board of Directors
Orange County Sanitation District
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