Loading...
HomeMy WebLinkAboutResolution 1986 - 0084RESOLUTION NO.86—84—1 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 ***************** WHEREAS,this County Sanitation District proposes to acquire and/or construct certain improvements to joint facilities currently owned by it and the other County Sanitation Districts of Orange County,California,as more particularly described in the Acquisition and Construction Agreement described below (the “Project”);and, WHEREAS,certain of the County Sanitation Districts of Orange County, California propose to finance such acquisition and/or construction or acquire the Project through the execution of an Agreement for the Acquisition and Construction of Joint Facilities,dated as of August 1,1986,by and among this District and those other Districts participating in such financing (together with this District, the “Participating Districts”),a form of which has been provided to this meeting (the “Acquisition and Construction Agreement”);and, WHEREAS,pursuant to an Assignment Agreement,dated as of August 1,1986,by and among the Participating Districts and a bank or trust company,as trustee (the “Trustee”),each of the Participating Districts will assign to the Trustee their several rights to payments due under and pursuant to the Acquisition and Construction Agreement,a form of which has been provided to this meeting;and, WHEREAS,pursuant to a Trust Agreement,dated as of August 1,1986,by and among the Trustee and the Participating Districts,a form of which has been provided to this meeting (the “Trust Agreement”),certificates of participation evidencing direct and proportionate interests in payments due under and pursuant to the Acquisition and Construction Agreement will be delivered (the “Certificates of Participation”);and, WHEREAS,the Participating Districts will issue a Notice Inviting Bids,dated July 9,1986,as a notice of sale for the bid and purchase of the Certificates of Participation,a form of which has been provided to this meeting (the “Notice Inviting Bids”);and, WHEREAS,in connection with such sale there has been provided to this meeting a draft preliminary Official Statement,dated July 14,1986,relating to the Certificates of Participation (the “Official Statement”),and, WHEREAS,after having reviewed and considered the recommendation of the Financial Advisor to this District and the agreements and other documents referred to above,this District desires to authorize the execution of such documents and performance of such acts as may be necessary or desirable by it in connection with the issuance and sale of the Certificates of Participation. NOW,THEREFORE,BE IT RESOLVED by the Board of Directors of this District as follows: Section 1 The Acquisition and Construction Agreement,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Acquisition and Construction Agreement with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such approval;and the Secretary or an Assistant Secretary is hereby authorized to attest and affix the seal of the District thereto. Section 2 The Assignment Agreement,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Assignment Agreement with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such approval;and the Secretary or an Assistant Secretary is hereby authorized to attest and affix the seal of the District thereto. Section 3 The Trust Agreement,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Trust Agreement with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such approval;and the Secretary or an Assistant Secretary is hereby authorized to attest and affix the seal of the District thereto. Section 4 The Notice Inviting Bids,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Notice Inviting Bids with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such approval and to award the sale of this District’s share of Certificates of Participation to the lowest bidder therefor;provided,however,that the rate of interest represented by the Certificates of Participation shall not exceed 12%per annum,the purchase price of the Certificates of Participation shall not be less than 96%of the aggregate principal amount thereof,and the aggregate principal amount thereof shall not exceed $175,000,000.00. Section 5 The issuance and delivery of the Certificates of Participation on the terms and conditions specified in the Acquisition and Construction Agreement and the Trust Agreement are hereby approved. Section 6 The preliminary Official Statement in substantially the form provided to this meeting,be and the same is hereby,approved.The preliminary Official Statement is approved for distribution in the offering and sale of the Certificates of Participation.The Chairman or Chairman pro tempore is hereby authorized and directed to execute the preliminary Official Statement when revised into the form of a Final Official Statement and to execute said Final Official Statement,dated as of the date of the sale of the Certificates of Participation in the name of and on behalf of the District,and thereupon to cause the Final Official Statement to be delivered to the immediate purchaser with such approval to be conslusively evidenced by the execution and delivery thereof. Section 7 The Chairman,Chairman pro tempore,Secretary,and any other proper officer,official or member of the staff of the District,acting singly,be 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 transactions contemplated by the Trust Agreement,the Acquisition and Construction Agreement,Assignment Agreement, the Notice Inviting Bids,the Official Statement and this resolution. Section 8 This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED at a regular meeting held July 9,1986. STATE OF CALIFORNIA) )ss. COUNTY OF ORANGE ) I,RITA J.BROWN,Secretary of the Board of Directors of County Sanitation District No.1 of Orange County,California,do hereby certify that the foregoing Resolution No.86—84--i was passed and adopted at a regular meeting of said Board on the 9th day of July,1986,by the following vote,to wit: AYES:Ronald B.Hoesterey,Chairman,Dan Griset,Robert Hanson,Roger Stanton NOES:None ABSENT:None IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of County Sanitation District No.1 of Orange County,California,this 9th day of July,1986. Rita J.Bro ,Secretary Board of Directors of County Sanitation District No.1 of Orange County,California RESOLUTION NO.86—84—2 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 AGREEMENT FOR JOINT FACILITIES;AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO ***************** WHEREAS,this County Sanitation District proposes to acquire and/or construct certain improvements to joint facilities currently owned by it and the other County Sanitation Districts of Orange County,California,as more particularly described in the Acquisition and Construction Agreement described below (the “Project”);and, WHEREAS,certain of the County Sanitation Districts of Orange County, California propose to finance such acquisition and/or construction or acquire the roject through the execution of an Agreement for the Acquisition and Construction of Joint Facilities,dated as of August 1,1986,by and among this District and those other Districts participating in such financing (together with this District, the “Participating Districts”),a form of which has been provided to this meeting (the “Acquisition and Construction Agreement”);and, WHEREAS,pursuant to an Assignment Agreement,dated as of August 1,1986,by and among the Participating Districts and a bank or trust company,as trustee (the “Trustee”),each of the Participating Districts will assign to the Trustee their several rights to payments due under and pursuant to the Acquisition and Construction Agreement,a form of which has been provided to this meeting;and, WHEREAS,pursuant to a Trust Agreement,dated as of August 1,1986,by and among the Trustee and the Participating Districts,a form of which has been provided to this meeting (the “Trust Agreement”),certificates of participation evidencing direct and proportionate interests in payments due under and pursuant to the Acquisition and Construction Agreement will be delivered (the “Certificates of Participation”);and, WHEREAS,the Participating Districts will issue a Notice Inviting Bids,dated July 9,1986,as a notice of sale for the bid and purchase of the Certificates of Participation,a form of which has been provided to this meeting (the “Notice Inviting Bids”);and, WHEREAS,in connection with such sale there has been provided to this meeting a draft preliminary Official Statement,dated July 14,1986,relating to the Certificates of Participation (the “Official Statement”),and, WHEREAS,after having reviewed and considered the recommendation of the Financial Advisor to this District and the agreements and other documents referred to above,this District desires to authorize the execution of such documents and performance of such acts as may be necessary or desirable by it in connection with the issuance and sale of the Certificates of Participation. NOW,THEREFORE,BE IT RESOLVED by the Board of Directors of this District as follows: Section 1 The Acquisition and Construction Agreement,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Acquisition and Construction Agreement with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such approval;and the Secretary or an Assistant Secretary is hereby authorized to attest and affix the seal of the District thereto. Section 2 The Assignment Agreement,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Assignment Agreement with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such pproval;and the Secretary or an Assistant Secretary is hereby authorized to attest and affix the seal of the District thereto. Section 3 The Trust Agreement,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro teinpore of the District is hereby authorized and directed to execute and deliver the Trust Agreement with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such approval;and the Secretary or an Assistant Secretary is hereby authorized to attest and affix the seal of the District thereto. Section 4 The Notice Inviting Bids,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Notice Inviting Bids with such changes,insertions and omissions as may be approved the officer executing the same,said execution being conclusive evidence of such approval and to award the sale of this District’s share of Certificates of Participation to the lowest bidder therefor;provided,however,that the rate of interest represented by the Certificates of Participation shall not exceed 12%per annum,the purchase price of the Certificates of Participation shall not be less than 96%of the aggregate principal amount thereof,and the aggregate principal amount thereof shall not exceed $175,000,000.00. Section 5 The issuance and delivery of the Certificates of Participation on the terms and conditions specified in the Acquisition and Construction Agreement and the Trust Agreement are hereby approved. Section 6 The preliminary Official Statement in substantially the form provided to this meeting,be and the same is hereby,approved.The preliminary Official Statement is approved for distribution in the offering and sale of the Certificates of Participation.The Chairman or Chairman pro tempore is hereby uthorized and directed to execute the preliminary Official Statement when revised into the form of a Final Official Statement and to execute said Final Official Statement,dated as of the date of the sale of the Certificates of Participation in the name of and on behalf of the District,and thereupon to cause the Final Official Statement to be delivered to the immediate purchaser with such approval to be conslusively evidenced by the execution and delivery thereof. Section 7 The Chairman,Chairman pro tempore,Secretary,and any other proper officer,official or member of the staff of the District,acting singly,be 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 transactions contemplated by the Trust Agreement,the Acquisition and Construction Agreement,Assignment Agreement, the Notice Inviting Bids,the Official Statement and this resolution. Section 8 This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED at a regular meeting held July 9,1986. STATE OF CALIFORNIA) )ss. COUNTY OF ORANGE ) I,RITA J.BROWN,Secretary of the Board of Directors of County Sanitation District No.2 of Orange County,California,do hereby certify that the foregoing Resolution No.86—84—2 was passed and adopted at a regular meeting of said Board on the 9th day of July,1986,by the following vote,to wit: AYES:A.B.Catlin,Chairman,Michael Beverage,Richard Buck,Dan Griset,Carol Kawanarni,William Mahoney,James Neal,Bob Perry, Don Roth,Don E.Smith,Roger Stanton,John Sutton NOES:None ABSENT:None IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of County Sanitation District No.2 of Orange County,California,this 9th day of July,1986. ~~ Rita J.Brown,Secretary Board of Directors of County Sanitation District No.2 of Orange County,California RESOLUTION NO.86-84—3 A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO.3 OF ORANGE COUNTY,CALIFORNIA, APPROVING THE FORN OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN~)iCQUISITION 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 ***************** WHEREAS,this County Sanitation District proposes to acquire and/or construct certain improvements to joint facilities currently owned by it and the other County Sanitation Districts of Orange County,California,as more particularly described in the Acquisition and Construction Agreement described below (the “Project”);and, WHEREAS,certain of the County Sanitation Districts of Orange County, California propose to finance such acquisition and/or construction or acquire the roject through the execution of an Agreement for the Acquisition and Construction of Joint Facilities,dated as of August 1,1986,by and among this District and those other Districts participating in such financing (together with this District, the “Participating Districts”),a form of which has been provided to this meeting (the “Acquisition and Construction Agreement”);and, WHEREAS,pursuant to an Assignment Agreement,dated as of August 1,1986,by and among the Participating Districts and a bank or trust company,as trustee (the “Trustee”),each of the Participating Districts will assign to the Trustee their several rights to payments due under and pursuant to the Acquisition and Construction Agreement,a form of which has been provided to this meeting;and, WHEREAS,pursuant to a Trust Agreement,dated as of August 1,1986,by and among the Trustee and the Participating Districts,a form of which has been provided to this meeting (the “Trust Agreement”),certificates of participation evidencing direct and proportionate interests in payments due under and pursuant to the Acquisition and Construction Agreement will be delivered (the “Certificates of articipation”);and, WHEREAS,the Participating Districts will issue a Notice Inviting Bids,dated July 9,1986,as a notice of sale for the bid and purchase of the Certificates of Participation,a form of which has been provided to this meeting (the “Notice Inviting Bids”);and, WHEREAS,in connection with such sale there has been provided to this meeting a draft preliminary Official Statement,dated July 14,1986,relating to the Certificates of Participation (the “Official Statement”),and, WHEREAS,after having reviewed and considered the recommendation of the Financial Advisor to this District and the agreements and other documents referred to above,this District desires to authorize the execution of such documents and performance of such acts as may be necessary or desirable by it in connection with he issuance and sale of the Certificates of Participation. NOW,THEREFORE,BE IT RESOLVED by the Board of Directors of this District as follows: Section 1 The Acquisition and Construction Agreement,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Acquisition and Construction Agreement with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such approval;and the Secretary or an Assistant Secretary is hereby authorized to attest and affix the seal of the District thereto. Section 2 The Assignment Agreement,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Assignment Agreement with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such proval;and the Secretary or an Assistant Secretary is hereby authorized to attest and affix the seal of the District thereto. Section 3 The Trust Agreement,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the Trust Agreement with such changes,insertions and omissions as may be approved by the officer executing the same,said execution being conclusive evidence of such approval;and the Secretary or an Assistant Secretary is hereby authorized to attest and affix the seal of the District thereto. Section 4 The Notice Inviting Bids,in substantially the form provided to this meeting,be and the same is hereby,approved.The Chairman or Chairman pro tempore of the District is hereby authorized and directed to execute and deliver the otice Inviting Bids with such changes,insertions and omissions as may be approved y the officer executing the same,said execution being conclusive evidence of such approval and to award the sale of this District’s share of Certificates of Participation to the lowest bidder therefor;provided,however,that the rate of interest represented by the Certificates of Participation shall not eKceed 12%per annum,the purchase price of the Certificates of Participation shall not be less than 96%of the aggregate principal amount thereof,and the aggregate principal amount thereof shall not exceed $175,000,000.00. Section 5 The issuance and delivery of the Certificates of Participation on the terms and conditions specified in the Acquisition and Construction Agreement and the Trust Agreement are hereby approved. Section 6 The preliminary Official Statement in substantially the form provided to this meeting,be and the same is hereby,approved.The preliminary Official Statement is approved for distribution in the offering and sale of the Certificates of Participation.The Chairman or Chairman pro tempore is hereby uthorized and directed to execute the preliminary Official Statement when revised into the form of a Final Official Statement and to execute said Final Official Statement,dated as of the date of the sale of the Certificates of Participation in the name of and on behalf of the District,and thereupon to cause the Final Official Statement to be delivered to the immediate purchaser with suäh approval to be conslusively evidenced by the execution and delivery thereof. Section 7 The Chairman,Chairman pro tempore,Secretary,and any other proper officer,official or member of the staff of the District,acting singly,be 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 transactions contemplated by the Trust Agreement,the Acquisition and Construction Agreement,Assignment Agreement, the Notice Inviting Bids,the Official Statement and this resolution. Section 8 This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED at a regular meeting held July 9,1986. STATE OF CALIFORNIA) )ss. COUNTY OF ORANGE ) I,RITA J.BROWN,Secretary of the Board of Directors of County Sanitation District No.3 of Orange County,California,do hereby certify that the foregoing Resolution No.86—84—3 was passed and adopted at a regular meeting of said Board on the 9th day of July,1986,by the following vote,to wit: AYES:Richard Partin,Chairman,Ruth Bailey,A.B.Catlin,Frank Clift,Norman Culver,Don R.Griffin,Dan Griset,William Mahoney,James Neal,Carrey Nelson,Richard Polis,Don Roth, Sal Sapien,J.R.Siefen,Roger Stanton,Charles Sylvia NOES:None ABSENT:None IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of County Sanitation District No.3 of Orange County,California,this 9th day of July,1986. Rita J.Brown,Secretary Board of Directors of ~County Sanitation District No.3 of Orange County,California