Camrosa Water District Financing Authority

Transcription

1 January 30, 2012 Camrosa Water District Financing Authority Board Memorandum To: From: Subject: Board of Directors of the Camrosa Water District Financing Authority Tamara Sexton, Business Services Manager Water & Wastewater Revenue Refunding Bonds Recommendation: Adopt a Resolution Approving the Form and Authorizing the Execution and Delivery of a 2012 Water Installment Sale Agreement, 2012 Wastewater Installment Sale Agreement, Trust Agreement, Escrow Agreement, Official Statement, Purchase Contract and Certain Other Actions Regarding Certain Capital Improvements to the Water System and Wastewater System. Summary: The District and Financing Team are preparing for an upcoming bond issuance to refund the 2001 Water and Wastewater Revenue Bonds. Upon adoption of resolution approving the bond documents, the Financing Team will proceed pricing the bonds and complete the bond issuance. Discussion: At the January 11th Board meeting staff presented an opportunity for annual savings regarding the District s 2001 Revenue Bonds. The Board of Directors approved staff to proceed with the refinancing, setting a savings target of $500,000. The Financing Team, staff and counsel have reviewed and commented on the various bond documents that are present for approval as to form. The documents will not be executed until the closing of the bond issuance. The approval as to form provides authority for staff to proceed with the issuance by pricing the bonds and proceeding to closing as long as the savings target of $500,000 is attained. The resolution provides staff with the necessary authority to complete the transaction and close the issuance. The resolution approves as to form, the following documents (For the sake of brevity, I did not include the full bond attachments with this memo. The full bond attachments are available for review in the Camrosa Water District Agenda Item #2): Water Installment Sale Agreement Wastewater Installment Sale Agreement 3. Trust Agreement 4. Escrow Agreement 5. Preliminary Official Statement 6. Bond Purchase Contract

2 Upon approval of the resolution approving as to form and authorization to execute the bond documents, the Underwriter will post the Preliminary Official Statement and price the bonds on February 16, 2012 with a closing date anticipated for February 28, 2012.

3 Resolution No: 12-FA01 A Resolution of the Board of Directors of Camrosa Water District Financing Authority Approving the Form and Authorizing the Execution and Delivery of a 2012 Water Installment Sale Agreement, 2012 Wastewater Installment Sale Agreement, Trust Agreement, Escrow Agreement, Official Statement, Purchase Contract and Certain Other Actions Regarding the Refinancing Of Certain Capital Improvements to the Water System And Wastewater System Whereas, the Camrosa Water District is a county water district duly organized and existing under and pursuant to the laws of the State of California (the District ); and Whereas, the District and the California Municipal Finance Authority ( CMFA ) created and established the Camrosa Water District Financing Authority (the Authority ) for the purpose of assisting the financing and refinancing of capital improvement projects of the District and to finance working capital for the District by exercising the powers referred to in the Joint Exercise of Powers Agreement, dated as of July 1, 2011 (the Agreement ), by and between the District and CMFA, which Agreement creates and establishes the Authority; and Whereas, the District has heretofore executed and delivered its Water and Wastewater Systems Refunding Revenue Bonds, Series 2001, presently outstanding in the aggregate principal amount of $8,085,000 (the Series 2001 Bonds ), the proceeds of which were used to refinance certain outstanding Revenue Certificates of Participation (Water and Wastewater Systems Improvement Projects) Series 1995, the proceeds of which were, in turn, applied to refund then existing obligations of the District and to acquire certain additions, betterments, extensions or improvements to the District s water and wastewater systems; and Whereas, in order to secure the payment of debt service on the Series 2001 Bonds, the District and U.S. Bank National Association (as successor to State Street Bank and Trust Company of California N.A.) entered into that certain Indenture, dated as of December 1, 2001 (the 2001 Indenture ); and Whereas, the District and the Authority have determined to enter into that certain 2012 Water Installment Sale Agreement, a proposed form which has been presented to this meeting (the Water Installment Sale Agreement ), for the purpose of refunding that portion of the outstanding Series 2001 Bonds which financed or refinanced a portion of the costs of certain capital improvements (the Water Project ) to the water system of the District (the Water System ); and Whereas, the District and the Authority have determined to enter into that certain 2012 Wastewater Installment Sale Agreement, a proposed form which has been presented to this meeting (the Wastewater Installment Sale Agreement ), for the purpose of refunding that portion of the outstanding Series 2001 Bonds which financed or refinanced a portion of the costs of certain capital improvements (the Wastewater Project, and together with the Water Project, the Project ) to the wastewater system of the District (the Wastewater System ); and Whereas, the District has determined that it is desirable and furthers the public purpose and that there are significant public benefits to be derived from securing the assistance of the Authority in refunding the Series 2001 Bonds and refinancing the acquisition, design, construction and installation of the Project, in that the District will benefit from demonstrable savings in annual debt service as a result of its participation in the

4 Authority and the refunding of the Series 2001 Bonds by the Authority pursuant to the Marks Roos Local Bond Pooling Act of 1985; and Whereas, in order to achieve such public purpose, the District has approved the refunding of the Series 2001 Bonds by the Authority through the issuance of not to exceed $9,000,000 aggregate principal amount of Camrosa Water District Financing Authority Water and Wastewater Refunding Revenue Bonds, Series 2012 (the Bonds ) pursuant to a Trust Agreement between the Authority and Wells Fargo Bank, National Association (the Trust Agreement ) and to authorize the execution and delivery of the various documents as hereinafter described; and Whereas, pursuant to the Water Installment Sale Agreement and Wastewater Installment Sale Agreement, the Authority agrees to assist the District (i) to refund the Series 2001 Bonds and refinance the costs of the Project, as further described, respectively, in the Water Installment Sale Agreement and Wastewater Installment Sale Agreement, (ii) to fund the reserve account established for the Bonds under the Trust Agreement, and (iii) to pay costs incurred in connection with the issuance, sale, and delivery of the Bonds; and Whereas, the Authority has full legal right, power and authority to make and perform contracts and develop, construct and acquire by any means the Project for such purposes; and Whereas,, there has been presented to this meeting a proposed form of the Water Installment Sale Agreement, the Wastewater Installment Sale Agreement, the Trust Agreement, the Purchase Contract and the Official Statement; Now, Therefore, Be It Resolved by the Camrosa Water District Financing Authority Board of Directors as follows: Section 1. The Board of Directors of the Authority hereby finds and determines that the statements, findings, and determinations set forth above and in the preambles of the documents approved by this Resolution are true and correct and undertaking the actions authorized hereunder and entering into and performing under the contracts, agreements and other documents hereinafter described are in the best interests of the Authority and its consumers and customers and are otherwise necessary and proper in all respects for Authority purposes in that such actions shall permit the District to provide for the water and wastewater needs of the District and its consumers and customers in a more economical, efficient and effective manner than would otherwise be possible. Section 2. The Board of Directors of the Authority is informed and further finds and determines that the consummation of the transactions contemplated therein shall result in significant public benefits to the District in that the District expects to benefit from demonstrable savings in costs related to financing the Project. Section 3. The proposed forms of the Water Installment Sale Agreement, the Wastewater Installment Sale Agreement and the Trust Agreement on file with the Secretary of the Authority and incorporated by reference as if fully set forth herein are hereby approved; provided, however, that the aggregate purchase price in such Water Installment Sale Agreement and Wastewater Installment Sale Agreement shall be in an initial aggregate principal amount not to exceed $9,000,000 and that the true interest cost shall not exceed 2.5%. The President of the Board, any Member of the Board, the Treasurer of the Authority and the Secretary of the Authority (each, an Authorized Officer ), acting singly, are and each of them is hereby authorized to execute, and the Secretary is hereby authorized to attest, seal and deliver, the Water Installment Sale Agreement, the Wastewater Installment Sale Agreement and the Trust Agreement, in substantially such forms with such changes as the Authorized Officer executing such document may, with the concurrence of the General Counsel of the Authority, require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Each Authorized Officer is hereby severally authorized and directed to execute and deliver the Purchase Contract in the form presented to this meeting, by and among the District, the Authority and E. J. De La Rosa & Co., Inc., as underwriter (the Underwriter ), with such changes therein as such officer shall approve

5 as evidenced by his execution thereof; provided, however, that the underwriting fee payable by the District pursuant to the Purchase Contract shall not exceed 1.0% of the aggregate principal amount of the Bonds and the principal amount of the Bonds and the interest rates thereon shall be limited as specified in Section 3 hereof. Section 5. The Preliminary Official Statement is hereby approved and the same may be used and is hereby authorized to be used and distributed in the market by the Underwriter incident to the marketing of the Bonds. Each Authorized Officer is hereby authorized to (a) make such changes in such form of the Preliminary Official Statement as such officer, in consultation with General Counsel, Disclosure Counsel and the Underwriter, shall determine to be appropriate, and (b) on behalf of the Authority, to deem such Preliminary Official Statement final pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the Rule ). Each Authorized Officer is authorized and directed to prepare a final Official Statement, with such additional information as may be permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, which final Official Statement shall be executed and delivered in the name and on behalf of the Authority by an Authorized Officer, and such Authorized Officer is authorized and directed to prepare, execute and deliver in the name and on behalf of the Authority any supplemental filings related to such final Official Statement. Section 6. Subject to the conditions specified in Section 3 hereof, the officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, certificates and other instruments, which they may deem necessary or advisable in order to consummate the issuance of the Bonds by the Authority, all as authorized herein and as described in the Official Statement; and to execute and deliver such certificates or other documents as they may deem appropriate in order to confirm that the Preliminary Official Statement has been deemed final by the Authority for purposes of Securities and Exchange Commission Rule 15c2 12, and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution and the documents herein approved and authorized to be executed. Section 7. The Authority hereby designates the law firm of Orrick, Herrington & Sutcliffe to serve as Bond Counsel to the Authority and the law firm of Goodwin Procter LLP to serve as Disclosure Counsel to the Authority for the installment purchase financing authorized herein. Section 8. The Authority hereby designates Wells Fargo Bank, National Association to serve as trustee for the installment purchase financing authorized herein. The Treasurer of the Authority is authorized to execute and deliver an agreement with said bank describing its duties, rights and obligations, subject to the approval of the General Counsel and as may be consistent with the Water Installment Sale Agreement, the Wastewater Installment Sale Agreement and the Trust Agreement. Section 9. This Resolution shall take effect immediately upon its adoption. Adopted, Signed and Approved this 8 th day of February ATTEST: Al E. Fox, President Board of Directors Camrosa Water District Financing Authority Tony L. Stafford, Interim Secretary Board of Directors Camrosa Water District Financing Authority

6 SECRETARY S CERTIFICATE I, Tony L. Stafford, Interim Secretary of the Board of Directors, do hereby certify as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of said District duly and regularly held at the regular meeting place thereof on February 8, 2012, of which meeting all of the members of said Board had due notice and at which a majority thereof were present. I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. Dated:, Interim Secretary Board of Directors Camrosa Water District