HomeMy WebLinkAboutOCSD 08-22 RESOLUTION NO. OCSD 08-22
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, AN ESCROW
AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING
DISCLOSURE AGREEMENT IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF ORANGE COUNTY SANITATION
DISTRICT REFUNDING CERTIFICATES OF PARTICIPATION, SERIES
2008C (CERTIFICATE ANTICIPATION NOTES), SUCH NOTES
EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO
EXCEED $198,000,000, APPROVING AN OFFICIAL STATEMENT IN
CONNECTION WITH THE OFFERING AND SALE OF SUCH NOTES
AND AUTHORIZING THE EXECUTION OF OTHER NECESSARY
DOCUMENTS AND RELATED ACTIONS
WHEREAS, to finance the acquisition, construction and installation of certain
improvements to its wastewater system (the "Prior Project") the District caused the execution
and delivery of $200,000,000 in aggregate principal amount of Orange County Sanitation
District Certificates of Participation, Series 2006, of which $196,600,000 in principal amount is
currently outstanding (the "Refunded Certificates");
WHEREAS, the District desires to prepay all of the Refunded Certificates by prepaying
all of the remaining principal components of the installment payments relating to the Refunded
Certificates (the "Prior Installment Payments"), and the interest components thereof to the date
of prepayment, thereby causing all of the Refunded Certificates to be prepaid;
WHEREAS, to provide the funds necessary to prepay the Prior Installment Payments to
be so prepaid, the District and the Orange County Sanitation District Financing Corporation (the
"Corporation") desire that the Corporation purchase the Prior Project from the District and the
District sell the Prior Project to the Corporation, and that the District then purchase the Prior
Project from the Corporation and the Corporation sell the Prior Project to the District, for the
installment payments (the "Installment Payments") to be made by the District, pursuant to a new
installment purchase agreement(the "Installment Purchase Agreement"), the Corporation and the
District have agreed to finance such prepayment by causing the execution and delivery of up to
$198,000,000 in aggregate principal amount of Orange County Sanitation District Refunding
Certificates of Participation, Series 2008C (Certificate Anticipation Notes) (the "Notes") to be
repaid from the sale proceeds of future certificates of participation, other notes or obligations or
lawfully available funds of the District;
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 by and among the Trustee, the
Corporation and the District (such Trust Agreement, in the form presented at this meeting, with
such changes, insertions and omissions as are made pursuant to this Resolution, being referred to
herein as the "Trust Agreement");
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WHEREAS, in consideration of such assignment and the execution and delivery of the
Trust Agreement, the Trustee intends to execute and deliver the Notes, evidencing direct,
undivided fractional interests in the Installment Payments, and the interest thereon;
WHEREAS, the funds to pay the Prior Installment Payments to be prepaid, and the
Refunded Certificates evidencing interests therein, will be applied to such purpose pursuant to an
Escrow Agreement by and between the District and Deutsche Bank National Trust Company, as
prior trustee and escrow agent (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 "Escrow Agreement");
WHEREAS, the District desires to provide for the negotiated sale of the Notes;
WHEREAS, a form of the Purchase Contract in connection with the negotiated offering
and sale of the Notes has been prepared (such Purchase Contract, 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 "Purchase Contract");
WHEREAS, a form of the Preliminary Official Statement to be distributed in connection
with the public offering of the Notes 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 Notes to provide disclosure of certain
material events;
WHEREAS, to cause such requirement to be satisfied, the District desires to enter into a
Continuing Disclosure Agreement with a dissemination agent to be named therein and 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 Escrow Agreement;
(d) the Purchase Contract;
(e) the Preliminary Official Statement; and
(f) the Continuing Disclosure Agreement; and
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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 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 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 $198,000,000, shall not result in a true interest cost for the Installment
Payments in excess of 2.0% per annum and shall not result in an Installment Payment later than
August 1, 2010.
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 Notes evidencing principal in an aggregate
amount of not to exceed $198,000,000, 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 prepayment of the remaining principal components of the Prior
Installment Payments, and the interest components thereof to the date of prepayment, and the
Refunded Certificates evidencing interests therein, is hereby authorized and approved.
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Section 6. The 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
and in the name of the District, to execute and deliver the 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 Escrow Agreement by such Authorized Officer.
Section 7. The form of Purchase Contract to be executed by the District, the
Corporation and Banc of America Securities LLC (the "Underwriter"), 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. The Underwriter's discount in connection with the sale of the Notes shall not
exceed 0.125% of the principal amount thereof.
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 Notes 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 Notes
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 Notes, 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 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 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
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of the Notes and the transactions contemplated by the notices, agreements and documents
referenced in this Resolution. The Authorized Officers are further authorized and directed to
execute and deliver such additional notes as may be necessary or desirable to pay the Notes at
maturity; provided, however, that the documents executed and delivered in connection with any
such notes shall be in the form approved pursuant to this Resolution in connection with the
Notes.
Section 12. All actions heretofore taken by the officers and employees of the District
with respect to the execution, delivery and sale of the Notes, or in connection with or related to
any of the agreements or documents referenced in this Resolution, are hereby approved,
confirmed and ratified.
Section 13. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED at a regular mee g held Novem er 19 008.
Chair
ATTEST:
ljjvaxpi
Cler f the oard
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 19th 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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