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Home My WebLink AboutMinutes 1950-10-06LI MINUTES OF SPECIAL ~ETING OF HOARD OF DIRECTORS COUNTY SANITATION DISTRICT NO.3 ORANGE COUNTY,CALIFORNIA October 6,1950 at 7:30 P.M. Council Chambers,City Hall Anaheim,California Pursuant to a call for a special meeting made by Chairman Warden, and notice duly mailed to each Director on the 28th day of September, 1950,a special meeting of the Board of Directors of County Sani tation District No.3 was heldat 7:30 P.M.in the Council Chambers, City Hall,Anaheim,California. There werepresent:Directors~Ra1ph J.McFadden,C. R.Miller;Charles Newson,Willis H.Warner,and Joseph Webber. Absent:Directors Hugh W.Warden(Chairman) and A.C.Earley. Others present~Nelson M.Launer,Administrative Officer Nat H.Neff,Engineer Albert Launer,Attorney Walter Chaffee,Attorney E.J.Marks,~Attorney David French,Attorney Claude M.Owens;Attorney Ora Mae Merritt,Secretary CHAIRMAN A motion was made by Director Willis PRO TEM H.Warner,duly seconded and carried,appointing Ralph J.McFadden Chairman pro tern. *** RESOLUTION NO.47 The Board of Directors of County Sani tation District No.3 adopted the following Resolution No.47: RESOLUTION OF COUNTY SANITATION DISTRICT NO.THREE FIXING ANS DETERMINING COMPENSATION AND EXPENSES TO BE PAID LEGAL COUNSEL IN CONNECTION WITH LITI— G~TI0N TO DETERMINE THE VALIDITY OF A LIMITED PARTICIPATION AGREEMENT UNDER WHICH CERTAIN DIS TRICTS VOTED BONDS FOR THE PROCUREMENT AND CON STRUCTION OF SEWERAGE FACILITIES. -1- WHEREAS,the matter of interpreting the limited partici pation agreement under which County i~anitation Districts hos. 2,3 and 7 have agreed to participate in a countywide sewerage development plan has arisen;and WH~REhS,the attorneys representing the proposed bond buyers deem that it is necessary to bring court proceeding to fix and determine the exact interpretation of the aforesaid limited participation agree~ients;and WFEi?.E.5,attorneys E.J.Marks and adrian Marks are the attorneys representing the Joint Administrative ~rganization and County Sanitation Districts Nos.1,2,3,5,6,7 and 11;ufld i~REAS,attorney C.Arthur Nisson,Jr.is the attorney specially representing County ~nitation District No.7;and W’~A~s,the aforesaid attorneys are preparing to bring •a proceeding in the District Court of Appeal for the purpose of determining the validity and interpretation of the afor~s~id limited participation agreements and for any other neces5ary ~urpose;and T1 2EAC,it is necessary that the law firm of O1~elveny &J~yers dnd James L.Beebe be employed as counsel therein ~.nd be paid the reasonable value of their services therein which will not be less than ~l,OOO.OO or nore than ~l,5OO.OO. THE~F~~RE,TE IT ~OLVD: 1.That attorneys E.J.ilarks and ~drian Marks arid C. :~rthur Nisson,Jr.are authorized to bring a court proceeding in the name of County Sanitation Districts I~os.1,2,3,5,~‘,7 and 11 of Orange County,California,for the purpose of securing an interpretation and exact meaning of that certain limited participation agreement under which County Sanitation Districts Nos.2,3 and 7 have agreed to participate in a countywide sewerage development plan,and for ~ny other necessary pu:pos~s. 2.That the fees of each of said attorneys,excepting O’Melveny &Myers and James L.Beebe,be fixed at t.ie sum of ~l5O.OO per day for one day,or any part of a day,each attorney is in Court for the hearing of the proposed litigation,the principal purpose of which is to determine the validi.ty and inter p~etation of the limited participation agreement involving Dis tricts Nos.2,3 and 7,or any one of them;and the atcorneys’ fees of O’Melveny &Myers and James •L..Beebe be fixed at the above mentioned fi~re for their services. —2— 3.The attorney fees for preparation of pleadings and for the hearing shall be paid at the hourly rates heretofore authorized for the respective attorneys;this shall not include the compensationf for O’Melveny &Myers and James L.Beebe. 4.That the actual cost of lodging for said attorneys occasioned by their appearance at the District Court of Appeal for the hereinabove specified purpose shall be authorized to be paid in a sum not to exceed ~5.0O per day. 5.That mileage be authorized at the usual rate in connection with the subject litigation. BE IT FURTHER RESOLVED that costs and expenses in connection with the above mentioned litigation be paid out~of the Joint Administrative Fund of Districts Nos.1,2,3,5,6,7 and 11. The foregoing Resolution was introduced by Director Webber who moved its adoption.This motion was seconded by Director Miller and was carried by the following vote: AYES:Directors Joseph Webber,C.R.Miller,Charles Newson, Willis H.Warner and Ralph J.McFadden. NOES:None. ABSENT:Directors Hugh W.Warden and A.C.Earley. STJ~TE OF CALIFORNIA 55. COUNTY OF.ORANGE I,ORA MAE ~RRITT,Secretary of the Board of Directors of County Sanitation District No.3 of Orange County,California, hereby certify that the above and foregoing Resolution was duly and regularly adopted by the said Board at a.meeting thereof held on the 6th day of October,1950. IN WITNESS WHEREOF,I have hereunto set my hand this 13th day of October,1950. Seôretary of the Board of Directors of County Sanitation District No.3 of Orange County,California —3— Mr.E.J.Marks and Mr.Preston Turner led a general discussion on the proposed Use and Ultimate Purchase Agreement,as approvedby the bond attorneys;and the suggested revisions on pages Nos,10, II,16,17 and 19. Mr.Marks stated the only change between the original drafted Agreement of Sale and Purchase and the present Use and Ultimate Purchase 1~greements was occasioned by the fact that it had not then been established that the cities and sanitary districts had the legal right to sell facilities built in part with Federal funds.‘Mr.Marks stated further that the proposed revisions on Pages Nos.10,11,16,17 and 19 were suggested by the Directors of County Sanitation District No.1 and were mailed to the Directors of all of the Districts as the views of District No.1. Mr.Turner discussed the wording in several parts of the Use and Ultimate Purchase Agreement,whereby the meaning might be construed to mean use rather than ownership of facilities. Mr.Walter Chaffee suggested that the main issues of the proposed revisions be outlined;that the Directors could then determine policy and the attorneys would be in a position to work out the proper wording of the documents.Mr.Marks and Mr.Turner concurred in this opinion. Mr.Marks statedthe main issues in the proposed revi~.ons on pages Nos.10,11,16,17 and 19 of the Use and Ultimate Purchase Agreement appear to be date of possession,control and operation. After a general discussion of the proposed revisions by Board members present;a motion was madeby director Warner,duly seconded and carried that Ralph J.McFadden,Chairman pro tern,be directed to meet with Chairman Boney of District Board No.2 and the Directors of County Sanitation District No.1 for the purpose of further discussion~and clarificationof the proposed revisions on pages Nos. 10,11,16,17 and 19 of the Use and Ultimate Purchase Agreement;and after such meeting report to the Board of Directors of County Sani tation District No.3 any recommendations he may have. A motion was made by Director Webber,duly seconded and carried that the meeting be declared adjourned at 9:35 P.M. Chairman,Board of Directors County Sanitation District No.3 Orange County,California ATTEST: Temporary Secretary,Board of Directors County Sanitation District No.3 Orange County,California -4.-