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Home My WebLink AboutResolution 1986 - 0100RESOLUTION NO.86-100-3 AWARDING THE SALE OF CERTIFICATES OF PARTICIPATION; AUTHORIZING THE TAKING OF REQUIRED ACTIONS RELATED TO THE SALE;AND DIRECT ING THE EXECUT ION 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 AUTHORIZ ING 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:C.~mp1iance 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 Z:Notice ~Intention ~Sell Cert..jjicat~.Q.f 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. ~t2~Qn a:~fjaJ~~The bid of Paine Webber,Inc._— — for trie 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:Al]Q~her Bids Rejected All bids other than the one accepted pursuant to Section 3 hereof are rejected. 2 ~tkQfl ~.:£fl~L~~~.Qfl ~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 ~:Purchase Price for tb~CertjfjQate.~.The Genera].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. .~~ion 2.: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. SectjQfl ~.:Official ~Furnj~~.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.:GeneraJ~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 10:Establishment .Q..f 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.3 Construction Fund”. Section L~j.:Establishji~ent ~In~all.g~ent ~yin.~jit 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 f.und shall be designated “County Sanitation Districts Nos.1,2,and 3 Installment Payment Fund.” Section LZ: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 SUGGESTED FORM OF PROPOSAL FOR PURCHASE OF CERTIFICATES County Sanitation Districts Nos.1,2,and 3 of Orange County do Mudge Rose Guthrie Alexander &Ferdori 333 South Grand Avenue -Suite 2020 Los Angeles,CA 90071 July 30,1986 For $117,000,000 County Sanitation Districts Nos.1,2,and 3 of Orange Certificates of Participation,Joint Facilities Project,as described in the Notice Bids,which is incorporated herein and made a part of this proposal,we will sum of $U-)~(~G~(,?O,e.0 and interest to the date delivery for cetrtificates to bear interest at the annual rates set forth below: Cumi. Bond Years Maturi Date August ty 1 Principal Amount Interest Rate Cumi. Bond Years Maturity Date August 1 Principal Amount Interest Rate 2,800 1988 $1,400,000 ~co %142,900 1996.$3,300,000 J2.oO % 8,500 16,900 1989 1990 1,900,000 2,100,000 iZoO% ~co% 181,400 227,000 1997 1998 3,500,000 3,800,000 ‘7.~O % ~% 27,900 42,300 1991 1992 2,200,000 2,400,000 ~oo% 2. 280,300 341,900 1999 2000 4,100,000 4,400,000 7.10 % ••).t’O % 60,500 1993 2,600,000 ~ö5~%412,400 2001 4,700,000 ~7.(O % 82,900 1994 2,800,000 ~i~fD%959,000 2006 30,100,000 ,tO % 109,900 1995 3,000,000 ~cG%1,994,100 2011 44,700,000 7.(O% (A list of the members of our underwriting group is attached.) $250,000 payable to the order of the E.B.BOSWELL,V.P. PAINE WEBBER INC FIRST INTERSTATE BANK OF CALIF. ~PT1fl~1TTA1 Rt~C1-1P C~1~TTW’~ SMITH AS MAN BARNEY,HARRIS UPHAM &CO &~F~S et al . County Inviting pay the of their A certified Districts is or cashier’s check in the amount of enclosed. (For information only,not part of proposal) Interest payable from 8/1/86 through 8/1/11 __________ Less premium/Plus discount Net interest payable Net effective interest rate 1g ~p~r~w ] I _______________________ I ] EXHIBIT “A” 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—100—3 was passed and adopted at an adjourned regular meeting of said Board on the 30th day of July,1986,by the following vote,to wit: AYES:Director Richard Partin,Chairman,Ruth Bailey,A.B.Catlin, Frank Clift,Norman Culver,Don R.Griffin,James Neal,Carrey Nelson,Richard Polis,Don Roth,Sal Sapien,J.R.Siefen,Roger Stanton,Charles Sylvia,Dorothy Wedel NOES:None ABSENT:Dan Griset IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official of County Sanitation District No.3 of Orange County,California,this day of July,1986. Rita J.Brown,Secretary Board of Directors of County Sanitation District No.3 of Orange County,California seal 30th