Resolution Number CVWD 02-10-15-02RESOLUTION NO. CVWD 02-10-15-02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CAPISTRANO VALLEY WATER DISTRICT APPROVING A LEASE
AGREEMENT WITH THE SAN JUAN BASIN AUTHORITY AND AN
INSURANCE AND INDEMNITY AGREEMENT RELATING TO THE
ISSUANCE AND SALE OF NOT TO EXCEED THIRTY-TWO MILLION
DOLLARS ($32,000,000) PRINCIPAL AMOUNT OF LEASE REVENUE
BONDS BY THE SAN JUAN BASIN AUTHORITY AND APPROVING
CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN
CONNECTION THEREWITH (GROUNDWATER RECOVERY PLANT)
WHEREAS, the Capistrano Valley Water District (the "Water District") is a county
water district, organized and existing under the laws of the State of California and is a
subsidiary district of the City of San Juan Capistrano (the "City"); and
WHEREAS, the San Juan Basin Authority (the "Authority") and the City desire to
enter into that certain Property Lease by and between the City and the Authority (the
"Property Lease"), the form of which has been approved by the City Council of the City,
pursuant to which the City will agree to lease the Property (as defined in the Property
' Lease) to the Authority; and
WHEREAS, the Authority and the Water District desire to enter into that certain
Lease Agreement by and between the Water District and the Authority (the "Lease
Agreement"), the form of which has been presented to the Board of Directors of the
Water District at this meeting, pursuant to which the Water District will agree to lease
the Project (as defined in the Lease Agreement) from the Authority and to pay certain
Lease Payments (as defined in the Lease Agreement in connection therewith; and
WHEREAS, the Lease Agreement and the Lease Payments will be assigned by
the Authority and will be pledged to the registered owners of the San Juan Basin
Authority, Lease Revenue Bonds (Ground Water Recovery Project), Issue of 2002 (the
"Bonds") by the Authority pursuant to a Trust Agreement by and among . BNY Western
Trust Company, as trustee (the 'Trustee"), the Water District and the Authority (the
"Trust Agreement"), the form of which has been presented to the Board of Directors of
the Water District at this meeting; and
WHEREAS, the proceeds of the Bonds will be used to finance the Project; and
WHEREAS, the Water District has covenanted to comply with the provisions of
the Continuing Disclosure Agreement presented to the Board of Directors of the Water
District at this meeting; and
' WHEREAS, the forms of a preliminary official statement of the Authority and the
Water District (the "Preliminary Official Statement") and a bond purchase agreement
DOCSOCA913949x1A22658.0017
between the Authority, the Water District and Lehman Brothers (the "Purchase
Agreement") in connection with the Bonds, have been presented to the Board of
Directors of the Water District at this meeting and to the board of directors of the
Authority at their meeting; and
WHEREAS, the Water District and the Authority possess all legal authority to
and desire to enter into the Lease Agreement, the Trust Agreement, the Insurance and
Indemnity Agreement and the Continuing Disclosure Agreement and to have the Water
District occupy the Project; and
WHEREAS, the Authority and Water District have determined that it would be in
the best interests of the Authority, the Water District and citizens of the community to
authorize the Authority to prepare and sell the Bonds in an aggregate principal amount
of not to exceed Thirty -Two Million Dollars ($32,000,000) which Bonds are secured by
the Lease Payments to be made pursuant to the Lease Agreement among other
security;
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CAPISTRANO
VALLEY WATER DISTRICT, DOES HEREBY RESOLVE AS FOLLOWS:
1. That the foregoing recitals are true, correct, and adopted.
2. That the Water District hereby approves and consents to the issuance and _
sale of the Bonds by the Authority in an approximate aggregate principal amount not to
exceed Thirty -Two Million Dollars ($32,000,000) in accordance with the terms and
provisions of the Trust Agreement. The purposes for which the proceeds of the Bonds
shall be expended are to pay the cost of the Project, to fund a reserve fund, to fund
capitalized interest and to pay the costs of the sale of the Bonds.
3. That the Water District hereby approves of Lehman Brothers to act as
Underwriter with respect to the issuance of the Bonds, approves the proposed form of
the Purchase Agreement presented at this meeting, and the General Manager of the
Water District or the Administrative Services Director, acting singly, is hereby authorized
to execute the Purchase Agreement, with such additions thereto and changes therein
relating to dates and numbers as are necessary to conform the Purchase Agreement to
the dates, amounts and interest rates applicable to the Bonds as of the sale date.
Approval of such additions and changes shall be conclusively evidenced by the
execution and delivery of the Purchase Agreement; provided, however, that the
Purchase Agreement shall be signed only if the net interest cost (taking into account
any original issue discount for purposes of such calculation) of the Bonds does not
exceed 5.70% per annum and the Underwriter's discount (not including any original
issue discount) does not exceed 3.0% of the principal amount of the Bonds. The
General Manager is authorized to determine the day on which the Bonds are to be
priced in order to attempt to produce the lowest borrowing cost for the Water District
and may reject any terms presented by the Underwriter if determined not to be in the
best interest of the Water District.
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4. That the Water District hereby appoints BNY Western Trust Company, as
Trustee on behalf of the holders of the Bonds with the duties and powers of the Trustee
as set forth in the Trust Agreement.
5. That the Water District hereby approves the appointment by the Authority
of Stradling Yocca Carlson & Rauth, a Professional Corporation, to act as Bond
Counsel and Fieldman, Rolapp & Associates to act as Financial Advisor with respect to
the issuance of the Bonds.
6. That the proposed forms of the Project Lease Agreement, Trust
Agreement, Insurance and Indemnity Agreement, the Official Statement, the Bond
Purchase Agreement and Continuing Disclosure Agreement are hereby approved, each,
in substantially the form presented at this meeting.
7. That the Chairman of the Water District (the "Chairman") and the General
Manager or his designee, acting together or separately, are hereby authorized and
directed for and in the name of the Water District to execute the Lease Agreement, the
Insurance and Indemnity Agreement, the Official Statement, the Bond Purchase
Agreement the Continuing Disclosure Agreement and the Trust Agreement, in
substantially the forms hereby approved, with such additions or deletions thereto and
changes therein as are recommended or approved by Bond Counsel and approved by
such officers, such approval to be conclusively evidenced by the execution and delivery
' thereof.
8. The Water District hereby approves the form of the Preliminary Official
Statement, and the Underwriter is authorized to distribute the Preliminary Official
Statement to prospective purchasers in the form hereby approved, together with such
changes therein and additions thereto as are deemed necessary by the General
Manager of the Water District to make such Preliminary Official Statement complete and
accurate as of its date. The General Manager of the Water District is hereby authorized
to certify that the Preliminary Official Statement is final within the meaning of Rule 15c-
2-12 of the Securities Exchange Act of 1934, as amended. The General Manager of the
Water District is hereby directed to execute and deliver, for and in the name and on
behalf of the Water District, the final Official Statement relating to the Bonds, which shall
be in substantially the form of the Preliminary Official Statement with such changes
therein and additions thereto as are deemed necessary by the General Manager of the
Water District, such approval to be conclusively evidenced by the execution and
delivery thereof.
9. That except as otherwise defined herein, capitalized terms used in this
Resolution shall have the meanings given them in the Trust Agreement or the Lease
Agreement.
10. That the Chairman, the General Manager, the Administrative Services
' Director and all other officers and employees of the Water District are hereby authorized
and directed to execute all other documents and take all other actions on behalf of the
Water District that may be necessary or advisable to carry out the transactions
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contemplated by the Lease Agreement, the Insurance and Indemnity Agreement, the
Trust Agreement, the Continuing Disclosure Agreement and the Bonds.
10. That this Resolution shall take effect upon adoption.
PASSED, APPROVED AND ADOPTED, this 15th day of October 2002.
CAPISTRANO VALLEY WATER DISTRICT
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ATTEST:
ME ONAHAN, CLERK OF THE BOARD
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SAN JUAN CAPISTRANO )
I, MARGARET R. MONAHAN, appointed Clerk of the Board of the Capistrano Valley Water District, do
hereby certify that the foregoing Resolution No. CVWD 02-10-15-02 was duly adopted by the Board of
Directors of the Capistrano Valley Water District at a regular meeting thereof, held the 15th day of
October 2002, by the following vote:
AYES: DIRECTORS: Hart, Campbell, Gelff and Chairman Bathgate
NOES DIRECTORS: Swerdlin
ABSENT: DIRECTORS: None
Clerk of the board
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