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HomeMy WebLinkAbout1986-07-30 Districts 1, 2 and 3 COUNTY SANITATION DISTRICTS OF ORANGE COUNTY, CALIFORNIA P.O. BOX 8127,FOUNTAIN VALLEY,CALIFORNIA 92728-8127 10644 ELLIS, FOUNTAIN VALLEY, CALIFORNIA 92708-7018 (714)962-2411 July 23, 1986 NOTICE OF ADJOURNED REGULAR MEETING DISTRICTS NOS. 1, 2 & 3 WEDNESDAY, JULY 30, 1986 - 7:30 P.M. 10844 Ellis Avenue Fountain Valley, California Pursuant to adjournment of the regular meeting of July 9 , 1986 , the Boards of Directors of County Sanitation Districts Nos. 1, 2 and 3 will meet in an adjourned regular meeting at the above hour and date to consider bids received for sale of certificates of participation to provide partial financing for the Districts' joint works facilities. Secretary BOARDS OF DIRECTORS County Sanitation Districts pwt Off a, Box 8I27 of Orange County, California 10844 Ellis Avenue Fountain Valley, Calif., 92708 Telephone,: Area Code 714 DisrRicr No. 1, 2 & 3 962-2411 AGENDA ADJOURNED REGULAR MEETING WEDNESDAY, JULY 30, 1986 — 7 : 30 P. M. ( 1) Roll call (2) Consideration of actions re sale of certificates of participation: (a) Report of financial consultant and legal counsel re bids received on certificates of participation (Bids to be received by staff and consultants at 11:00 a.m. , Wednesday, July 30th) (b) Discussion (c) Consideration of motion to receive and file bid tabulation and report and recommendation of financial consultant (Copies will be placed in Directors' meeting folders) (d) Consideration of the following resolutions awarding sale of financial certificates of participation issued by the District; authorizing the taking of required actions related to the sale; and directing the execution of all legal documents: (Copies will be placed in Directors' meeting folders) (1) DISTRICT 1 - Resolution No. 86-98-1 (2 ) DISTRICT 2 - Resolution No. 86-99-2 ( 3 ) DISTRICT 3 - Resolution No. 86-100-3 (3 ) Other business and communications, if any ( 4) Consideration of motion to adjourn MANAGER'S AGENDA REPORT County Sanitation Districts Post ONiw Bar 8127 of Orange County, California 10844 Ellis Avenue Fountain Valley, Calif., 92708 Talepkn Am Coda 714 DISTRICT NO. 1 , 2 $ 3 9622411 MANAGER'S REPORT TO DISTRICT NOS. 1, 2 6 3 DIRECTORS MEETING DATE: JDLY 30, 1986 - 7:30 P.M. At the July 9, 1986 meeting, the Boards of Directors of Districts Nos. 1, 2 and 3 adopted Resolution No. 86-84, approved documents and delegated certain authorities relative to the proposed sale of certificates of participation to partially finance each district's respective share of joint treatment works construction for the next three years. For the past few weeks, the Districts' staff, financial consultant, legal counsel and bond counsel have been meeting with rating agencies and underwriters in New York and California relative to marketing the issue to major underwriters and financial institutions. Copies of the official statement prepared on behalf of the three Districts by Bartle Wells Associates have been circulated to underwriters and financial institutions throughout the country. A copy of the Official Statement is enclosed for the Directors information. On the morning of July 30th competitive sealed bids for the certificates, which were approved for sale by the Boards of the three districts on a fixed interest rate, will be received and opened. The bids will then be analyzed and tabulated, and the results of the bidding presented to the Boards for consideration at the meeting later that evening at 7:30 p.m. Assuming that the bids received are within the interest rate and discount rate guidelines approved by the three Boards at the July 9, 1986 Board meeting and are acceptable to the individual Boards, adoption of a resolution for each of the three Districts will confirm the sale of the certificates to the low bidder. The resolutions will be prepared following receipt and evaluation of the bids by legal counsel and submitted to the Boards at the meeting. The following guidelines for award of the certificates were incorporated into Resolution No. 86-84, adopted by the three Boards at the July 9, 1986 meeting: - Average Interest Rate: not more than 121 - Discount Rate: not more than 41. Any Directors desiring additional information regarding the sale of certificates prior to the meeting are requested to call Bill Butler, Director of Finance, at 962-2411 extension 240. RE: AGENDA ITEM NOS. 2(c) & (d) (2) (c) Bid Tabulation and Recommendation - Tan Attachment (2) (d) Resolutions awarding sale of financial Certificates of Participation to Paine Webber, Inc . : Resolution No. DISTRICT 1 86-98-1 Blue Attachment DISTRICT 2 86-99-2 Salmon Attachment DISTRICT 3 86-100-3 Goldenrod Attachment Municipal Financing Consultants 1636 Bush Street San Francisco 94109 L15A-70 415 775-3113 July 30, 1986 M E M O R A N D U M To: Boards of Directors of County Sanitation Districts Nos. 1, 2 and 3 of Orange County, California From: Lora Stovall, Partner Bartle Wells Associates Districts' Financing Consultant Subject: Bond Sale Results Bids were received at 11:00 a.m., in the office of Mudge Rose Guthrie Alexander & Ferdon, co-bond counsel, 333 South Grand Avenue, Los Angeles, California, for the sale of certificates of participation issued by County Sanitation Districts Nos. 1, 2 and 3 of Orange County, California. The bid tabulation on the following page presents the results of the sale. The bids have been reviewed and certified by me and by Mudge Rose Guthrie Alexander & Ferdon, and Rourke & Woodruff, co-bond counsel. I hereby recommend that the three Districts award the sale to Paine Webber, Inc., First Interstate Bank of California, Prudential-Bache Securities, Smith Barney, Harris Upham & Co., as managers, et al in the amount of $114,661,120.00 at the interest rates and discount set forth in the bid tabulation. Lora Stovall Partner LJS:pi �.s Bartle Wells Associates Municipal Financing Consultants 1636 Bush Street San Francisco 94109 415 775-3113 UTA-11 BOND SALE RESULTS Project Manager: STOVALL COUNTY SANITATION DISTRICTS OF ORANGE COUNTY $117,000,000 Certificates of Participation Joint Facilities Project SALE DATE: July 30, 1986 FINAL MATURITY: 2011 AVERAGE LIFE OF BONDS: 17.04 years RATINGS: Moody's A S&P A BOND BUYER INDEX (7/25/86): 7.60% BIDS RECEIVED Net Interest Rank Bidder Rate 1 Paine Webber 7.5684 % 2 Morgan Stanley 6 Co. . Inc. 7,71256 3 Salomon Brothers Inc. 6 Associates 7,7501 4 Shearson Lehman Bros. 7,754557 5 Bank of America 7.7710 DISCOUNT: $ 2.vas-aen PREMIUM: $ ( $) WINNING BID INTEREST RATES 1988 12.00 % 1996 1?_no $ 1989 12.00 1997 7.10 1990 12.00 1998 7. 10 1991 12.00 1999 7.10 1992 12.00 2000 7.10 1993 12.00 2001 7. 10 1994 12.00 2006 7.10 1995 12.00 2011 7.10 RESOLUTION NO. 86-98-1 AWARDING THE SALE OF CERTIFICATES OF PARTICIPATION; �../ AUTHORIZING THE TAKING OF REQUIRED ACTIONS RELATED TO THE SALE; AND DIRECTING THE EXECUTION OF ALL LEGAL DOCUMENTS A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 1 OF ORANGE COUNTY, CALIFORNIA, AWARDING THE SALE OF CERTIFICATES OF PARTICIPATION; AUTHORIZING THE TAKING OF REQUIRED ACTIONS RELATED TO THE SALE; AND DIRECTING THE EXECUTION OF ALL LEGAL DOCUMENTS WHEREAS, County Sanitation Districts Nos. 1 , 2, and 3 of Orange County, California (singularly the "District" or collectively the "Districts") , are County Sanitation Districts formed and existing under resolutions of the Board of Supervisors of Orange County, California adopted pursuant to the provisions of the County Sanitation District Act (California Health & Safety �. Code) , and the powers of the Districts include the power to acquire and construct joint facilities and make payments therefor ; and, WHEREAS, the Board of Directors of District No. 1 , in compliance with all requirements of law, has heretofore adopted, on July 9 , 1986 , the following Resolution (its "Prior Resolution" ) , entitled : "A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 1 OF ORANGE COUNTY, CALIFORNIA, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ACQUISITION AND CONSTRUCTION AGREEMENT FOR JOINT FACILITIES, AN ASSIGNMENT AGREEMENT, A TRUST AGREEMENT AND A NOTICE INVITING BIDS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; APPROVING THE SALE OF CERTIFICATES OF PARTICIPATION BY A TRUSTEE IN PAYMENTS MADE BY THE DISTRICT PURSUANT TO SAID ACQUISITION AND CONSTRUCTION �../ AGREEMENT FOR JOINT FACILITIES; AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO" ; and, 1 WHEREAS, the Board of Directors of this District deems it appropriate and necessary to award the sale, at this time, of $117 ,000 ,000 .00 aggregate principal amount of Certificates of Participation (the "Certificates" ) . NOW, THEREFORE, the Board of Directors of County Sanitation District No. 1 of Orange County, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section l: compliance with Conditions Precedent. All steps required to be taken precedent to the authorization, delivery and sale of the Certificates have been duly and regularly taken as provided by law. Section 2,: Notice jpJ Intention JLQ B&U Certifisatea 2f Participation. The Notice of Intention to Sell Certificates of Participation (as approved by this Board of Directors in its Prior Resolution) was published as required by law. Pursuant to the Notice Inviting Bids (as approved by this Board of Directors in its Prior Resolution ) and the Notice of Intention to Sell Certificates, bids have been received, opened, read and examined. B�s�ion 3 : 31"-ex. The bid of Paine Webber, Inc. _ for the Certificates, attached hereto and marked Exhibit "A", and by this reference incorporated herein, is the best bid for the Certificates. Such bid is hereby accepted in accordance with the terms thereof, and in accordance with and subject to the Prior Resolutions and the Notice Inviting Bids. Section 4: All Other Bids Rejecta-d. All bids other than the one accepted pursuant to Section 3 hereof are rejected. 2 �gstis➢ 5: 111t&I921 Bsitg-a s➢ The Certificates shall be payable in the Principal Amounts (as either maturities or Sinking Fund Installments) and interest with respect thereto shall be payable at the rates as set forth in the accepted proposal. Sectio Purchase PZice 121 tb.Q ertificateS. The General Manager is hereby authorized and directed to deliver the Certificates to the successful bidder upon payment of $ 114, 661 , 120. 00 therefor, plus accrued interest from August 1 , 1986 to the date of delivery of the Certificates. Section Z: RR_ tific tl9➢. All actions and proceedings heretofore taken in connection with the authorization, issuance and sale of the Certificates are hereby ratified and confirmed, including the approval of the Acquisition and Construction ... Agreement for Joint Facilities, the Trust Agreement and the Assignment Agreement and all other actions approved by this District' s Prior Resolution. Section Q: Official Statement Furnished. The General Manager and the Financial Advisor are hereby authorized and directed to cause to be furnished to the successful bidder a reasonable number of copies of the Official Statement. Section 9 : General Authorization. The Chairman, the Chairman Pro Tempore, General Manager and any authorized officers, deputy officers or employees, consultants and counsel, are hereby authorized to do all acts and things necessary or desirable in carrying out the financing contemplated by the Proposal Resolution. ... Section ],Q: Establishment of Construction Fund• There is 3 hereby established the Acquisition Fund, as described in the project documents, for purposes of paying the acquisition and construction costs of the project. Said fund shall be designated "County Sanitation District No. 1 Construction Fund". Section 11: Establishment j1f Installment Pav7pgak Fund, There is hereby established the Installment Payment Fund, as described in the project documents, for purposes of receiving installment payments paid by District, and to pay to the Trustee installment payments and interest as provided in the project documents. Said fund shall be designated "County Sanitation Districts Nos. 1, 2, and 3 Installment Payment Fund." Sect;o 1.2: Effective Date. This Resolution shall take effect upon its adoption. PASSED AND ADOPTED at an adjourned regular Board Meeting held this 30th day of July, 1966 . TLW:pj (76) 4 SUGGESTED FORM OF PROPOSAL FOR PURCHASE OF CERTIFICATES July 30, 1986 County Sanitation Districts Nos. 1, 2, and 3 of Orange County c/o Mudge Rose Guthrie Alexander & Ferdon 333 South Grand Avenue - Suite 2020 Los Angeles, CA 90071 For $117,000,000 County Sanitation Districts Nos. 1, 2, and 3 of Orange County Certificates of Participation, Joint Facilities Project, as described in the Notice Inviting Bids, which is incorporated herein and made a part of this proposal, we will pay the sum of E 114,Gfn1 , 120,00 and interest to the date of their delivery orcerti icai atestoto bear interest a— teal rates set forth below: Cuml. Maturity Cum]. Maturity Bond Date Principal Interest Bond Date Principal Interest Years August 1 Amount Rate Years August 1 Amount Rate 2,800 1988 $1,400,000 P_$ 142,900 1996 E 3,300,000 tho % 8,500 1989 1,900,000 $ 181,400 1997 3,500,000 7: O 16,900 1990 2,100,000 �c 227,000 1998 3,800,000 27,900 1991 2,200,000 y�.�$ 280,300 1999 4,100,000 7,10 % 42,300 1992 2,400,000 % 341,900 2000 4,400,000 -MO $ 60,500 1993 2,600,000 b�.cn 412,400 2001 4,700,000 7.j0 $ �./ 82,900 1994 2,800,000 $ 959,000 2006 30,100,000 7.10 % 109,900 1995 3,000,000 1,994,100 2011 44,700,000 =$ A certified or cashier's check in the amount of $250,000 payable to the order of the Districts is enclosed. E. B. BOSW` LL,,V-P- (For information only, not part of proposal) PAINE WEBBER INC j FIRST INTERSTATE BANK OF CALIF. Interest payable from j —FrWosNTTAL RArWR GVMIRTTTF.S [ 8/1/86 through 8/1/11 E14Q `7r rn�p j SMITH BARNEY, HARRIS llPHAM d CO AS l7ANA et al [ Less premium/Plus discount 0ot1 ) [ Net interest payable �511q=;Q¢pA Net effective interest rate [ (A list of the members of our underwriting ) _ [ group is attached.) EXHIBIT "A" RESOLUTION NO. 86-99-2 AWARDING THE SALE OF CERTIFICATES OF PARTICIPATION; AUTHORIZING THE TAKING OF REQUIRED ACTIONS RELATED TO THE SALE; AND DIRECTING THE EXECUTION OF ALL LEGAL DOCUMENTS A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 2 OF ORANGE COUNTY, CALIFORNIA, AWARDING THE SALE OF CERTIFICATES OF PARTICIPATION; AUTHORIZING THE TAKING OF REQUIRED ACTIONS RELATED TO THE SALE; AND DIRECTING THE EXECUTION OF ALL LEGAL DOCUMENTS x x x x x WHEREAS, County Sanitation Districts Nos. 1 , 2, and 3 of Orange County, California (singularly the "District" or collectively the "Districts") , are County Sanitation Districts formed and existing under resolutions of the Board of Supervisors of Orange County, California adopted pursuant to the provisions of the County Sanitation District Act (California Health & Safety Code) , and the powers of the Districts include the power to acquire and construct joint facilities and make payments therefor ; and, WHEREAS, the Board of Directors of District No. 2 , in compliance with all requirements of law, has heretofore adopted, on July 9 , 1986 , the following Resolution ( its "Prior Resolution" ) , entitled : "A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 2 OF ORANGE COUNTY, CALIFORNIA, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ACQUISITION AND CONSTRUCTION AGREEMENT FOR JOINT FACILITIES, AN ASSIGNMENT AGREEMENT, A TRUST AGREEMENT AND A NOTICE INVITING BIDS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT ; APPROVING THE SALE OF CERTIFICATES OF PARTICIPATION BY A TRUSTEE IN PAYMENTS MADE BY THE DISTRICT PURSUANT TO SAID ACQUISITION AND CONSTRUCTION r- AGREEMENT FOR JOINT FACILITIES; AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO" ; and, 1 WHEREAS, the Board of Directors of this District deems it appropriate and necessary to award the sale, at this time, of $117 ,000 ,000 .00 aggregate principal amount of Certificates of Participation (the "Certificates" ) . NOW, THEREFORE, the Board of Directors of County Sanitation District No. 2 of Orange County, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section l: Compliance with Conditions Precedent. All steps required to be taken precedent to the authorization, delivery and sale of the Certificates have been duly and regularly taken as provided by law. Section 2: Notice Sf 1JAe.Dt3on t_Q dell CertjfUcate� Df Participation. The Notice of Intention to Sell Certificates of Participation (as approved by this Board of Directors in its Prior Resolution) was published as required by law. Pursuant to the Notice Inviting Bids (as approved by this Board of Directors in its Prior Resolution ) and the Notice of Intention to Sell Certificates, bids have been received, opened, read and examined. Sertlsn 3 : S51eee5efldl B35)Sier . The bid of —Paine -Webber, Inc . for the Certificates, attached hereto and marked Exhibit "A", and by this reference incorporated herein, is the best bid for the Certificates. Such bid is hereby accepted in accordance with the terms thereof, and in accordance with and subject to the Prior Resolutions and the Notice Inviting Bids. Section 4: fill Qtjler Bids 11giected. All bids other than the one accepted pursuant to Section 3 hereof are rejected. 2 SgS-tISn 5: Sn-teseel< 2.1-tgg sn -CextlllSAl=gfi. The Certificates shall be payable in the Principal Amounts (as either maturities or Sinking Fund Installments) and interest with respect thereto shall be payable at the rates as set forth in the accepted proposal . Section Sx: Purchase Pri jQ Xq_K the _Cgrtlf.lEgtes. The General Manager is hereby authorized and directed to deliver the Certificates to the successful bidder upon payment of $ 114, 661 , 120 . 00 therefor, plus accrued interest from August 1 , 1986 to the date of delivery of the Certificates. Section z: Ratification. All actions and proceedings heretofore taken in connection with the authorization, issuance and sale of the Certificates are hereby ratified and confirmed, including the approval of the Acquisition and Construction Agreement for Joint Facilities, the Trust Agreement and the Assignment Agreement and all other actions approved by this District' s Prior Resolution. S prhjgn Q: QIfisial State mgnh £2SDL4hg-d. The General Manager and the Financial Advisor are hereby authorized and directed to cause to be furnished to the successful bidder a reasonable number of copies of the Official Statement. Sectipl] 2: Gene rAl Authorization. The Chairman, the Chairman Pro Tempore, General Manager and any authorized officers, deputy officers or employees, consultants and counsel, are hereby authorized to do all acts and things necessary or desirable in carrying out the financing contemplated by the Proposal Resolution. Section 1k: Establishment Qf Construction Fund• There is 3 hereby established the Acquisition Fund, as described in the project documents, for purposes of paying the acquisition and construction costs of the project. Said fund shall be designated "County Sanitation District No. 2 Construction Fund". Section 11: Establishment QJ Installment 22ym_q➢_t f.Un_d. There is hereby established the Installment Payment Fund, as described in the project documents, for purposes of receiving installment payments paid by District, and to pay to the Trustee installment payments and interest as provided in the project documents. Said fund shall be designated "County Sanitation Districts Nos. 1 , 2 , and 3 Installment Payment Fund." Sec ion 11: Effgc iv pig. This Resolution shall take effect upon its adoption. PASSED AND ADOPTED at an adjourned regular Board Meeting v held this 30th day of July, 1986 . TLW:pj (76) 4 SUGGESTED FORM OF PROPOSAL FOR PURCHASE OF CERTIFICATES July 30, 1986 County Sanitation Districts Nos. 1, 2, and 3 of Orange County c/o Mudge Rose Guthrie Alexander & Ferdon 333 South Grand Avenue - Suite 2020 Los Angeles, CA 90071 For $117,000,000 County Sanitation Districts Nos. 1, 2, and 3 of Orange County Certificates of Participation, Joint Facilities Project, as described in the Notice Inviting Bids, which is incorporated herein and made a part of this proposal, we will pay the sum of E I %'GL(6 120'ro and interest to the date of their delivery for certiticates to bear interest athe al rates set forth below: Cuml. Maturity Cum]. Maturity Bond Date Principal Interest Bond Date Principal Interest Years August 1 Amount Rate Years August 1 Amount Rate 2,800 1988 $1,400,000 poo $ 142,900 1996 E 3,300,000 Wool % 8,500 1989 1,900,000 2 $ 181,900 1997 3,500,000 16,900 1990 2,100,000 2a$ 227,000 1998 3,800,00027,900 1991 2200,000 �.00% 280,300 1999 4,100,000 42,300 1992 2,400:000 % 341,900 2000 4,400,000 -mo $ 60,500 1993 2,600000 yam$ 412,400 2001 4,700,000 T10 % 82,900 1994 2,800:000 Qc() 959,000 2006 30,100,000 7.10 % 109,900 1995 3,000,000 1,994,100 2011 44,700,000 $ A certified or cashier's check in the amount of $250,000 payable to the order of the Districts is enclosed. [ 7] E. B. BOSW�ELL,• V.P. (For information only, not part of proposal) 1 PAINE WEBBER INC [ ] FIRST INTERSTATE BANK OF CALIF. [ Interest payable from ] PRUDENTIAL RErAy cFrnRTTTF6 j SNITH BARNEY, HARRIS llPHAM 6 CO 8/1/86 through 1 4Ft 8/1/11 EI � r� AS XAN�rrac et al [ Less premium/Plus discount 338O.an ] [ Net interest payable %51q= nA [ l ( Net effective interest rate [ (A list of the members of our underwriting ] [ group is attached.) ] EXHIBIT "A" RESOLUTION NO. 86-100-3 AWARDING THE SALE OF CERTIFICATES OF PARTICIPATION; AUTHORIZING THE TAKING OF REQUIRED ACTIONS RELATED �-' TO THE SALE ; AND DIRECTING THE EXECUTION OF ALL LEGAL DOCUMENTS A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 3 OF ORANGE COUNTY, CALIFORNIA, AWARDING THE SALE OF CERTIFICATES OF PARTICIPATION; AUTHORIZING THE TAKING OF REQUIRED ACTIONS RELATED TO THE SALE; AND DIRECTING THE EXECUTION OF ALL LEGAL DOCUMENTS WHEREAS, County Sanitation Districts Nos. 1 , 2, and 3 of Orange County, California (singularly the "District" or collectively the "Districts") , are County Sanitation Districts formed and existing under resolutions of the Board of Supervisors of Orange County, California adopted pursuant to the provisions of the County Sanitation District Act (California Health & Safety Code) , and the powers of the Districts include the power to acquire and construct joint facilities and make payments therefor ; and, WHEREAS, the Board of Directors of District No. 3 , in compliance with all requirements of law, has heretofore adopted, on July 9 , 1986 , the following Resolution ( its "Prior Resolution") , entitled: "A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 3 OF ORANGE COUNTY, CALIFORNIA, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ACQUISITION AND CONSTRUCTION AGREEMENT FOR JOINT FACILITIES, AN ASSIGNMENT AGREEMENT, A TRUST AGREEMENT AND A NOTICE INVITING BIDS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; APPROVING THE SALE OF CERTIFICATES OF PARTICIPATION BY A TRUSTEE IN PAYMENTS MADE BY THE DISTRICT PURSUANT TO SAID ACQUISITION AND CONSTRUCTION AGREEMENT FOR JOINT FACILITIES; AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO" ; and, 1 WHEREAS, the Board of Directors of this District deems it appropriate and necessary to award the sale, at this time, of $117 ,000 ,000 .00 aggregate principal amount of Certificates of Participation (the "Certificates" ) . NOW, THEREFORE, the Board of Directors of County Sanitation District No. 3 of Orange County, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: Compliance with conditions Precedent. All steps required to be taken precedent to the authorization, delivery and sale of the Certificates have been duly and regularly taken as provided by law. Sec ion 2,: N9tj" 4f Intention 14 Sall f,"JtjJl-QAlg� DI Participation. The Notice of Intention to Sell Certificates of Participation (as approved by this Board of Directors in its Prior Resolution) was published as required by law. Pursuant to the Notice Inviting Bids (as approved by this Board of Directors in its Prior Resolution ) and the Notice of Intention to Sell Certificates, bids have been received, opened, read and examined. SEL119D .1 : S1a99SSflf1]1 biJ!igr . The bid of Paine Webber, Inc. for the Certificates, attached hereto and marked Exhibit "A", and by this reference incorporated herein, is the best bid for the Certificates. Such bid is hereby accepted in accordance with the terms thereof , and in accordance with and subject to the Prior Resolutions and the Notice Inviting Bids. $ggtion 1: E11 Dlh-ea Bids Rejected. All bids other than the one accepted pursuant to Section 3 hereof are rejected. 2 pgction 5.: lnte regt Batgg cn -Certificates . The Certificates shall be payable in the Principal Amounts (as either maturities or Sinking Fund Installments) and interest with respect thereto shall be payable at the rates as set forth in the accepted proposal. Section Q: fyl—rchag_g price for t -e Certific tes. The General Manager is hereby authorized and directed to deliver the Certificates to the successful bidder upon payment of $ 114 , 661 , 120. 00 therefor, plus accrued interest from August 1 , 1986 to the date of delivery of the Certificates. ,Section Z: Ratification. All actions and proceedings heretofore taken in connection with the authorization, issuance and sale of the Certificates are hereby ratified and confirmed, including the approval of the Acquisition and Construction �- Agreement for Joint Facilities, the Trust Agreement and the Assignment Agreement and all other actions approved by this District' s Prior Resolution. Section $: Officia Statement fnrnj_gheei. The General Manager and the Financial Advisor are hereby authorized and directed to cause to be furnished to the successful bidder a reasonable number of copies of the Official Statement. 3gc1ion 9 : Gene-Lai A-uthorization. The Chairman, the Chairman Pro Tempore, General Manager and any authorized officers, deputy officers or employees, consultants and counsel, are hereby authorized to do all acts and things necessary or desirable in carrying out the financing contemplated by the Proposal Resolution. Section 1Q: Establishment of Construction Fund. There is 3 hereby established the Acquisition Fund, as described in the e project documents, for purposes of paying the acquisition and `..i construction costs of the project. Said fund shall be designated "County Sanitation District No. 3 Construction Fund". Section 11: Egla411s1lment sf 1,ngI llment Fund. There is hereby established the Installment Payment Fund, as described in the project documents, for purposes of receiving installment payments paid by District, and to pay to the Trustee installment payments and interest as provided in the project documents. Said fund shall be designated "County Sanitation Districts Nos. 1, 2, and 3 Installment Payment Fund." Section 12: Effective Date, This Resolution shall take effect upon its adoption. PASSED AND ADOPTED at an adjourned regular Board Meeting held this 30th day of July, 1986 . TLW:pj (76) 4 (. >L.K—) SUGGESTED FORM OF PROPOSAL FOR PURCHASE OF CERTIFICATES July 30, 1986 County Sanitation Districts Nos. 1, 2, and 3 of Orange County c/o Mudge Rose Guthrie Alexander & £erdon 333 South Grand Avenue - Suite 2020 Los Angeles, CA 90071 For $117,000,000 County Sanitation Districts Nos. 1, 2, and 3 of Orange County Certificates of Participation, Joint Facilities Project, as described in the Notice Inviting Bids, which is incorporated herein and made a part of this proposal, we will pay the sum of $ I1416W. 120'co and interest to the date of their delivery for certificates to bear interest aim annual rates set forth below: Cuml. Maturity Cuml. Maturity Bond Date Principal Interest Bond Date Principal Interest Years August 1 Amount Rate Years August 1 Amount Rate 2,800 1988 $1,400,000 Ago % 142,900 1996 $ 3,300,000 00 8,500 1989 1,900,000 _1200% 181,400 1997 3,500,000 16,900 1990 2 100 000 i2.w 227,000 1998 3,800,000 27,900 1991 2:200:000 goo% 280,300 1999 4,100,000 7.t0 42,300 1992 2 400 000 % 341,900 2000 4,400,000 -mo % 60,500 1993 2:600:000 1�.� 412,400 2001 4,700,000 —j l0 % 82,900 1994 2,800,000 � $ 959,000 2006 30,100,000 7.to % 109,900 1995 3,000,000 �cC% 1,994,100 2011 44,700,000 7"l�$ A certified or cashier's check in the amount of $250,000 payable to the order of the Districts is enclosed. [ ] E. B. V.P. f (For information only, not part of proposal) PAINE WEBBER INC [ ] FIRST INTERSTATE BANK OF CALIF. [ Interest payable from ] FR4DrNT1"1 RAMIE SE IIETTTFS 8/1/86 through 8/1/11 S �FI�d j SNITH BARNEY, HARRIS UPHAM d CO AS ...ewer.Fxc [ Less premium/Plus discount et at y3T�p^p{l ] [ Net interest payable tgT �C�driQ�� [ Net effective interest rate ] [ ] [ (A list of the members of our underwriting ] [ group is attached.) ] EXHIBIT "A" SUPPLEMENTAL AGENDA ITEM DISTRICTS 1, 2 6 3 Consideration of motion selecting and authorizing Bank of America to act as the trustee, registrar and paying agent for the long-term debt financing program and authorizing payment of annual administration fee of $12,000 plus miscellaneous reporting and transaction fees and costs. 77777� A ■Vrn�y' I 1 ��-il Bank of America JUL 2 81986 Securities Services Division Corporate Trust Sales 69523 ' 201 Mission Street, 15th Floor San Francisco, CA 94105 July 28, 1986 Ms. Laura Stovall Bartle Wells & Associates 1636 Bush Street San Francisco, CA 94109 Subject: Approximately $120,000,000 County of Orange Sanitation Districts Certificates of Participation Dear Ms. Stovall : As requested, set forth below is our revised proposal to act as Trustee, Registrar and Paying Agent in connection with the upcoming financing of the above described issue as conveyed to Bank of America prior to our review of documents. FINAL ACCEPTANCE: Final acceptance of the issue is contingent upon Trustee ' s satisfactory review of the documents and may result in adjustments to the proposal should there be any changes prior to closing. ACCEPTANCE FEE: $8,000.00 Fee includes the review of the Trust Agreement and supporting documents and the setting up of all required records. Recuired: Three sets of executed closing documents. (The fees of outside counsel will be in addition to the above acceptance fee. ) ANNUAL ADMINISTRATION FEE: $12,000.00 �..✓ This fee includes the follow-up necessary to determine that the covenants of the Trust Agreement have been complied with. Bank of America National Trust and Savings Association Ms. Laura Stovall July 28, 1986 Page Two REGISTRAR MAINTENANCE AND SERVICING FEE: Annual Minimum $500.00 This fee includes the annual maintenance and servicing of 100 certificateholder accounts or any portion thereof; solicitation of taxpayer identification numbers; postings; interest disbursement; stop payment and replacement of lost or missing interest checks; correspondence and research required; documentary transfers; replacement of lost or stolen certificate; and one certificateholder list. Should the annual certificateholder account base exceed 100 accounts then a charge of $5.00 per certificateholder account will be charged for the excess of 100 certificateholder accounts. . Issuance, registration or transfer Each certificate: $ 1 . 50 `..� Payment of certificate upon maturity or call Each certificate: . $ 3 .00 Certificateholder list over one - each holder: $ .05 Minimum charge per list: $ 75 .00 CONSTRUCTION FUND: ( if applicable) 1/100th of one percent of amount disbursed. INVESTMENT OF FUNDS: ( if applicable) This service charge will cover costs of placement of an investment, settlement, safekeeping of the security, collection of interim interest and the costs of redemption for each purchase or sale, other than Bank of America issued securities or Bank of America Certificates of Deposit. Each investment: $ 75 .00 If directed by other than Trustee: $150.00 Ms. Laura Stovall July 28, 1986 Page Three MAILINGS - PREPARE LABELS: ( if applicable) Label production - each: $ .05 Minimum charge: $ 75 .00 Mail Processing by machine - each: $ . 10 Mail Processing by hand - each: $ .25 Minimum charge: $ 75 .00 TAX REPORTING: ( if applicable) Filing of tax forms, each form: $ 1 .50 WIRE PAYMENTS; ( if applicable) Each payment: $ 20.00 SINKING FUND AND REDEMPTION; ( if applicable) Selection of certificates and preparation of notice of redemption - each redemption $500 .00 Purchase of certificates for retirement - each purchase: $ 75.00 ADDITIONAL SERVICES: The above schedule of fees is for the ordinary services in connection with the items mentioned, and should we be called upon to render any unusual services in connection with the items mentioned, or any additional services not set forth in the above schedule, or services during default, a reasonable charge, depending upon the services rendered, will be made. OUT-OF-POCKET EXPENSES: Fees do not include out-of-pocket expenses such as, but not limited to, counsel fees, postage, insurance, wires, stationery, co-agent fees ( if any) , costs of printing forms or letters, publication of notices of redemption, expenses of Bank personnel traveling to attend closings or meetings, etc. These out-of-pocket expenses will be charged at the actual cost incurred. Ms. Laura Stovall July 28, 1986 Page Four �..�� MICROFILMING OF CANCELLED CERTIFICATES: BANK shall retain cancelled certificates for a period of twelve months for the purpose of facilitating research, after which time they shall either be returned to the Issuer or sent to a commercial record storage warehouse selected by the Issuer. If cancelled certificates are to be micro- filmed, the cancelled certificates and all supporting docu- mentation are to be sent to a microfilm service bureau for filming. An original and a duplicate copy of the film will be returned to the BANK for inspection. When the inspec- tion is completed, the original film will be sent to the Issuer. The duplicate copy will be retained by the BANK for research purposes and all documents will be sent to the BANK' s record destruction facility. The microfilm service bureau will bill the Issuer directly with a copy to the BANK. BANK will charge the Issuer 15% of the microfilm service bureau ' s bill as a processing charge (for handling, coordination, file certification and destruction) . TERMINATION OF TRUST: An amount equal to 10% of the last 12 months fees (minimum charge of $1 ,000.00) . The above fees are quoted on the basis that float accrues to the benefit of the Trustee. Any change in this understand- ing may result in adjustments to the proposal . Fees are subject to adjustment upon providing at least ninety (90) days advance written notice. Please acknowledge acceptance of this proposal by : 1 . Notifying us immediately by calling me. 2. Having the issuer sign and return the enclosed copy of this proposal at your earliest convenience. We ap eciate the opportunity to submit this proposal and ;,on/ be pleased to answer any questions you have. Sin An y J remi Assist nt Vice President (415) 24-2514 MM/br/733A1 : Encl : ORANGE COUNTY SANITATION DISTRICTS MEETING DATE July 30, 1986 TIME 7:30 TWA DISTRICTS 1, 2 6 3 - Adjourned DISTRICT 1 JOINT BOARDS (SALTARELLI)...HOESTEREY... ✓ (MANDIC).........BAILEY...... (CRANK)........HANSOM...... (MURPHY).........BEVERAGE...._ (LUXEMBOURGER).GRIRET...... 01 _ _ (ZIEGLER)........BUCX........ (WIEDER).......STANTON.....JG _ (WORRY)..........CATLIN...... (RISHER).........CLIFT....... DISTRICT 2 (PERRY)..........CULVER...... (SALTARELLI).....EDGAR....... _ (NORBY)........CRTLXN......L/ (REESE)..........GRIFFIN..... _ (ZIEGLER)......BUCK........ f_ _ (LUXEMSOURGER)...GRISET...... (LUXEMBOURGER).GRISET.....• (CRANK)..........HANSON...... _ (SILIEL).......KANANAMI....� (COX)............HART........ BV _ (WEDEL)........NAHOM .....7__ _ (SALTARELLI).....HOESTEREY..._ (BEVERAGE).....MURPHY...... (SILIEL).........KAYANAMI...._ (SCOTT)........WEAL........TC- _ (SALTARELLI).....KENNEDY..... (CULVER).......PERRY.......-��_ (WEDEL)..........MAHONEY..... (OVERHOLT).....ROTH....... (COX)............MAUREA...... _ (BEYER)........SMITH.......,_ (BAKER)..........MILLER...... (WIEDER).......STANTON....._� _ (BEVERAGE).......MURPHY..... _ (NELSON).......SUTTON......y�_ (SCOTT)..........NEAL........ (SUTTON).........NELSON...... DISTRICT 3 (LACAVO)......... PARTIN...... (CULVER).........PERRY....... (LACAYO).......PARTIN...... COX)............PLOWER..... (NELSON)......A1046LS .......G (NELSON).........POLIS....... (MANDIC).......BAILEY.......y�_ _ (OVERHOLT)......•ROTH........ (HORSY)........CATLIN......Sc _ _ (PACE)...........SAPIEN...... (RISHER).......CLIFT........ _ _ (WILES)..........SIEFEN...... _ (PERRY)........CULVER......y�_ _ (BEYER)..........SMITH....... _ (REESE)........GRIFFIN..... 1� (MIEDER).........STANTON....._ (LUXEMBOURGER).GRISET..... (NELSON).........SUTTON...... _ (WEDEL)....:...fMMON06....✓ (MILLER).........SWAN........ (SCOTT)........MEAL........y (SELVAGGI).......SYLVIA...... (SUTTON).......NELSON......? _ _ (FINLEY).........THOMAS...... (OVERHOLT).....ROTH........� _ _ (GREEN)..........MANNER...... (PACE).........SAPIEN......y� (WILES)........SIEFEN...... v_ _ (YIEDER).......STANTON..... - (SELVAGGI).....SYLVIA....... _ DISTRICT $ SYLVESTERCLARKE...... CAWES.......HART........ (COX).........JWUN .....- _ _ ANTLER......_ (YIEOER).......STANTOTON....._ BUTLER...... BROWN E ....... AR DISTRICT 6 KYLE ......._ KYLE......... ( )....WARNER......_ _ _ VON LANGEN ON........... (YIEDER).......STANTON....._ _ _ CA ...... CLAWSOYSON....._ OI$TRiCT 7 .ore........ LINTER...... (BAKERRELL1)...EDGER......._ _ OEBLILUz...._ (BAKEM)...... MILLER...... (COX)..........MAURER......_ (COY)..........SMITH......._ (BEYEE)........SMITH......._ ( EEN)........STANTON....._ (GRGREEN)........YAHNER......_ DISTRICT 11 (WINDIC).......BAILEY......_ (WIEDER).......STANTON....._ (FINLEY).......THOMAS......_ DISTRICT 13 OTHERS: WOODRUFF...._ ATKINS...... (NELSON).......SUTTON......_ _ _ HONENER....._ (MURPHY).......BEVERAGE...._ _ _ HOWARD......_ (OVERHOLT).....ROTH........_ _ _ HUNT........_ (BEYER)........SMITH......._ _ _ KEITH......._ (WIEDER).......STANTON..... _ _ KNOPF....... LE BLANC...._ DISTRICT 14 LINDRTROM..._ LYNCH......._ (BAKER).....-MILLER......__ � MARTINSON..._ (MILLER).......SWAN........_ _ _ PEARCE......_ (SALTARELLI)...KENNEDY....._ _ _ MASON......._ (BEYER)........SMITH......._ _ _ YOUNG......._ (UIEDER).......STANTON....._ 07/10/89 r DISTRICTS 1, 2 6 3 ADJOURNED M=ING NNES - July 30, 1986, 7:30 p.m. The General Manager reported that bids were taken that morning at Mdge Rose's office in Los Angeles. He advised that Lora Stovall and Frank Coughlin were there to report on the bids. Lora Stovall from Bartle wells then addressed the Boards. She said they received five bids for Certificates of Participation. The lowest net interest rate was 7.5684%. The bids ranged up to 7.71%. The estimate used was 8%. The five bids did not list all the syndicated members--total of 23 members included in all five bids which represent $600 million of joint capital. She reported that the Districts received an "A" rating from the rating agencies and they were very well received in the market. Said the Districts should feel very satisfied with the respect they have received from the financial camumity as demonstrated by the bids. She added that she has enjoyed working with the Districts and appreciated all of the cooperation Bartle Wells has received fran the Districts' Board and staff. Director Partin questioned why the Districts only received an "A" rating. Lora indicated that this was a very good rating. He also stated that he was confused about the interest rates. Flow do we get an average of 7.58? Inra explained the parameters that were layed out in the Notice Inviting Bids. She said the interest rates were evaluated based an a weighted average. She then reviewed the bid form. She note] that they locked at the five bids and the interest rate from year to year on the bids is quite different. They locked at all of the bids to be sure that Paine Webber's was the lowest total cost. Partin asked what it would cost each District each year to pay back this money? Tore said she didn't know the exact amounts yet but the Official Statement had given the individual figures based on 8% interest so it would be a little less than that. Frank Coughlin of A9ndge Rose etc. said they reviewed each of the bids along with Rourke and Woodruff to be sure it ccmplied. He than reviewed the resolutions before the Directors which awarded the sale of the Certificates of ParticipaffYon to Paine Webber, Inc. and listed the actions taken thus far regarding the sale and what future steps would be taken to complete the sale. Director Partin said he thought that these certificates would be sharing equally by the Districts and asked why each of the resolutions didn't have a different number? Don Woodruff clarified the section that listed the amount of money to be paid by Paine Webber. He advise] that the Trust Agreement and Acquisition and Construction Agreement would clearly state Districts 1, 2 a 3's respective pro rate obligations. He referred to page 20 of the Official Statement prepared by Bartle Wells which indicates the approximate obligation of each District based on 88 interest. lore added that she would be calculating the final amounts soon. Director Hoesterey questioned the paragraph on page 6 of the Official Statement re non-arbitrage certificates and Mr. Coughlin explained that provision to him. He said the Districts are proceeding now so they can make arbitrage on certain of these proceeds. This basically states that they will not receive proceeds that will result in arbitrage that is not permissible. Partin then questioned the average life of the bonds being 17 years rather than the 25 discussed previously. Lora explained that they really are for 25 years but a portion of the bonds are term bonds and there is a potential chance of 1 in 5 that they will be called between 2002-2006 and 2007-2011. Term bonds are a sales point for underwriters for institutional holders that like big blocks of maturity. Bonds for the first 10 years will be sold to individual investors and 20-25 year bads will go to big investors and insurance conies. Eollowing adoption of resolutions, it was moved, seconded and duly carried: That Bank of America be selected and authorized to act as the trustee, registrar and paying agent for the long-term debt financing program; *and authorizing payment of an annual administration fee of $12,000 plus miscellaneous reporting and transaction fees and costs to Bank of America. Question was asked when money would be received from ] were advised that it would be received on August 12th n�V✓%]` tr 7 -7 ? yr3 -2- COUNTY SANITATION DISTRICTS NOS. 1, 2 6 3 OF ORANGE COUNTY, CALIFORNIA MINUTES OF ADJOURNED REGULAR MEETING July 30, 1986 - 7:30 P.H. 10844 Ellie Avenue Fountain Valley, California Pursuant to the adjournment of the regular meeting of July 9, 1986, the Boards of Directors of County Sanitation Districts Nos. 1, 2 and 3 of Orange County, California met in an adjourned regular meeting at the above hour and date in the Districts' administrative offices. The Chairman called the meeting to order at 7:30 p.m. The roll was called and the Secretary reported a quorum present. District 1: DIRECTORS PRESENT: Ronald B. Hoesterey, Chairman, Robert Hanson, Roger Stanton DIRECTORS ABSENT: Dan Griset District 2• DIRECTORS PRESENT: Buck Catlin, Chairman, Richard Buck, Carol Kawanami, Todd Murphy, James Neal, Bob Perry, Don Roth, Don E. Smith, Roger Stanton, John Sutton, Dorothy Wedel ►i DIRECTORS ABSENT: Dan Griaet District 3• DIRECTORS PRESENT: Richard Partin, Chairman, Ruth Bailey, Buck Catlin, Frank Clift, Norman Culver, Don R. Griffin, James Neal, Garrey Nelson, Richard Polis, Don Roth, Sal Sapien, J.R. "Bob" Siefen, Roger Stanton, Charles Sylvia, Dorothy Wedel DIRECTORS ABSENT: Dan Griaet STAFF MEMBERS PRESENT: J. Wayne Sylvester, General Manager, Rita J. Brown, Secretary, William H. Butler, Thomas M. Dawes, Penny Kyle, Gary Streed OTHERS PRESENT: Thomas L. Woodruff, General Counsel, Frank Coughlin, Jr., Lora Stovall `� -I- Districts 1, 2 6 3 07/30/86 DISTRICTS 1, 2 6 3 The Districts' financial consultant and Report of financial consultant and legal counsel reported that bids had legal counsel re bids received on been received at 11:00 a.m. that day in certificates of participation for the Los Angeles offices of Mudge Rose partial financing of Districts' Guthrie Alexander 6 Ferdon, co-bond capital requirements counsel, for the sale of certificates of participation to be issued by County Sanitation Districts Nos. 1, 2 and 3 to partially finance construction of Master Planned Joint Works Sewerage facilities. Five bids were received for the certificates ranging from a low net interest coat of 7.5684% to a high of 7.7710%. The financial consultant and bond counsel stated that they had reviewed, analyzed and certified the bids and recommended that the Districts award the sale to the lowest and beat bidder, Paine-Webber, Inc., First Interstate Bank of California, Prudential-Bache Securities, Smith Barney, Harris Upham 6 Co., et al, as manager, in the amount of $114,661,120.00, in accordance with the interest rates and discount set forth in their bid. The Boards then entered into a discussion relative to how the net interest cost of the bids is calculated, the retirement schedule and cost for each District, and arbitrage provisions, during which the consultant and counsel referred to the official statement that had been issued relative to the proposed sale of the certificates of participation. The bond counsel then reviewed the proposed resolutions drafted to award the sale of the certificates of participation. DISTRICTS 1, 2 6 3 Moved, seconded and duly carried: Receive and file bid tabulation and report and recommendation of That the bid tabulation and financial consultant re sale of recommendation of Bartle Wells certificates of participation to Associates, Districts' financial partially finance Districts' consultant, dated July 30, 1986, capital requirements relative to the sale of certificates of participation by Districts Nos. 1, 2 and 3 to partially finance construction of Districts' capital requirements be, and is hereby, received and ordered filed. DISTRICT 1 Moved, seconded and duly carried: Awarding sale of certificates of participation to partially finance That the Board of Directors hereby District's capital requirements adopts Resolution No. 86-98-1, awarding the sale of certificates of participation for partially financing District's joint works capital requirements, authorizing the taking of required actions relating to the sale and directing the execution of all legal documents relative to the sale of said certificates of participation. A certified copy of this resolution is attached hereto and made a part of these minutes. DISTRICT 2 Moved, seconded and duly carried: Awarding sale of certificates of participation to partially finance That the Board of Directors hereby District's capital requirements adopts Resolution No. 86-99-2, awarding the sale of certificates of participation for partially financing District's joint works capital requirements, authorizing the taking of required actions relating to the sale and directing the -2- laciiCCa i, G b J IN 30/86 execution of all legal documents relative to the sale of said certificates of participation. A certified copy of this resolution is attached hereto and made a part of these minutes. DISTRICT 3 Moved, seconded and duly carried: Awarding sale of certificates of participation to partially finance That the Board of Directors hereby District's capital requirements adopts Resolution No. 86-100-3, awarding the sale of certificates of participation for partially financing District's joint works capital requirements, authorizing the taking of required actions relating to the sale and directing the execution of all legal documents relative to the sale of said certificates of participation. A certified copy of this resolution is attached hereto and made a part of these minutes. DISTRICTS 1, 2 6 3 Moved, seconded and duly carried: Amending action of July 9, 1986 re engagement of Trustee for Fiduciary That the Boards' action of July 9, 1986 and Bond Holder Registration authorizing staff to issue a purchase Services re issuance of order to a trustee for fiduciary and certificates of participation bond holder registration services relative to proposed issuance of certificates of participation to partially finance Districts' Joint Works Construction requirements be, and is hereby, amended to read as follows: That the Bank of America is hereby selected and authorized to act as the Trustee, Registrar and Paying Agent for the Districts' long-term certificates of participation debt-financing program; and, FURTHER MOVED: That the staff be, and is hereby, authorized to issue a purchase order to the Bank of America for said services for an annual administration fee of $12,000.00 plus miscellaneous reporting and transaction fees and coats; and, FURTHER MOVED: That the cost of said service shall be shared by Districts 1, 2 and 3 in proportion to the amount of their respective debt issue. DISTRICT 1 Moved, seconded and duly carried: Adjournment That this meeting of the Board of Directors of County Sanitation District No. 1 be adjourned. The Chairman then declared the meeting so adjourned at 7:56 p.m., July 30, 1986. DISTRICT 2 Moved, seconded and duly carried: Adjournment That this meeting of the Board of Directors of County Sanitation District No. 2 be adjourned. The Chairman then declared the meeting so adjourned at 7:56 p.m., July 30, 1986. DISTRICT 3 Moved, seconded and duly carried: Adjournment That this meeting of the Board of Directors of County Sanitation District No. 3 be adjourned. The Chairman then declared the meeting so adjourned at 7:56 p.m. , July 30, 1986. Secretary, Boardjof Directors County Sanitation Districts Nos. 1, 2 6 3 of Orange County, California -3-