HomeMy WebLinkAboutResolution 1991 - 0178RESOLUTION NO.91-178-3
A RESOLUTION OF THE BOARD OF DIRECTORS OF
COUNTY SANITATION DISTRICT NO.3 OF ORANGE
COUNTY,CALIFORNIA AUTHORIZING THE EXECUTION
AND DELIVERY OF THE FIRST SUPPLEMENTAL TRUST
AGREEMENT AND AMENDMENT NO.1 TO ACQUISITION
AGREEMENT
WHEREAS,the Board of Directors of this County Sanitation District of
Orange County,California (the “District”)has previously authorized the
execution and delivery of a Trust Agreement,dated as of August 1,1986,by and
among County Sanitation District Nos.1,2 and 3 of Orange County,California’
(collectively,the “Districts”)and State Street Bank’and Trust Company,as
Trustee (the “Trustee”)(the “Trust Agreement”)with respect to the execution
and delivery of $117,000,000 aggregate principal amount of the Districts’
Certificates of Participation,Joint Facilities Project (“Certificates”);and
WHEREAS,the Board of Directors of this County Sanitation District of
Orange County,California (the “District”)has previously authorized the
execution and delivery of an Agreement for Acquisition and Construction of Joint
Facilities,dated as of August 1,1986,by and among the Districts (the
“Acquisition Agreement”);and
WHEREAS,in order to provide that the District’s payment to the.
Trustee of principal with respect to the Installment Payments be changed from
twice a year to once a year and that the Installment Payments be paid on
February 1 and August 1,an amendment to theTrust Agreement and an amendment to
the Acquisition Agreement are desirable and in the best interests of the parties
to the Trust Agreement and the Acquisition Agreement;and
WHEREAS,the Districts and the Trustee desire to execute and deliver
the First Supplemental Trust Agreement,dated as of September 1,1991 by and
among the Districts and the Trustee (the “First Supplemental Agreement”),the
proposed form of which has been presented to this Board of Directors,to
accomplish such amendment to the Trust Agreement;and
WHEREAS,the Districts desire to execute and deliver Amendment No.1
to the Acquisition Agreement,dated as of September 1,1991,among the Districts
(“Amendment No.1”),the proposed form of which has been presented to this Board
of Directors,to accomplish such amendment to the Acquisition Agreement;and
WHEREAS,Section 9.01 of the Trust Agreement provides that the Trust
Agreement may be amended at any time by a supplemental trust agreement,entered
into among the Trustee and the Districts,with the written consent of the owners
of Outstanding Certificates representing at least sixty percent in aggregate
principal amount at the time such consent is given;and
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WHEREAS,Section 8.13 of the Acquisition Agreement provides that the
Acquisition Agreement may be amended with the prior written consent of the
Trustee,and Section 6.02 of the Trust Agreementrequires the Trustee to obtain
the written consents to Amendment No.1 of the Owners of Outstanding
Certificates representing at least sixtypercent in aggregate principal amount;
and
NOW,THEREFORE,the Board of Directors of the District does hereby
resolve as follows:
SECTION 1:That the First Supplemental Trust Agreement,in the form
presented to this Board of Directors,is hereby approved.The Chairman or
Chairman pro tempore and the Board Secretary or Deputy Board Secretary are
authorized,and directed for and in the name of the District to execute and
deliver said agreement.The First Supplemental Trust Agreement shall be
executed and delivered in the form hereby approved,with such additions thereto
and changes therein as are recommended or approved by Special Counsel to the
Districts and approved by such officers,such approval to be conclusively
evidenced by the execution and delivery thereof.
SECTION 2:That Amendment No.1,in the form presented to this Board
of Directors,is hereby approved.The Chairman or Chairman pro tempore and the
Board Secretary or Deputy Board Secretary are authorized and directed for and in
the name of the District to execute and deliver said agreement.Amendment No.1
shall be executed and delivered in the form hereby approved,with such additions
thereto and changes therein as are recommended or approved by Special Counsel to
the Districts and approved by such officers,such approval to be conclusively
evidenced by the execution and delivery thereof.
SECTION 3:The Chairman,Chairman pro tempore,Board Secretary and any
other officer,official or member of the staff of the District is each
authorized and directed,jointly and severally,to do any and all things and to
execute and deliver any and all documents which they may deem necessary and
advisable in order to effectuate the purposes of this Resolution,and such
actions previously taken by such officers are hereby ratified and confirmed.
SECTION 4:This Resolution shall take effect immediately upon its
adoption.
PASSED AND ADOPTED at a regular meeting held November 13,1991.
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STATE OF CALIFORNIA)
)SS.
COUNTY OF ORANGE )
I,RITA J.BROWN,Board Secretary of the Board of Directors of
County Sanitation District No.3 of Orange County,California,do hereby
certify that the foregoing Resolution No.91—178-3 was passed and adopted at a
regular meeting of said Board on the 13th day of November,1991,by the
following vote,to wit:
AYES:Sal A.Sapien,Chairman,Walter K.Bowman,Buck Catlin,John
Collins,Norman E.Culver,Burnie Dunlap,James V.Evans,
James H.Flora,Peter Green,Don R.Griffin,Frank Laszlo,Pat
t4cGuigan,Keith A.Nelson,Irv Pickler,Roger R.Stanton,
Charles E.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
13th day of November,1991.
~±
Rita J.Brown,Board Secretary~
Board of Directors of County,~’
Sanitation District No.3
of Orange County,Califoi~.nia~