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HomeMy WebLinkAbout1978-08-03 - Resolution No. 78-48 1 11 17 ! • YORBA LINDA COUNTY WATER DISTRICT RESOLUTION NO.78-48 FIRST SUPPLEMENTAL RESOLUTION AUTHORIZING THE ISSUANCE OF $2,345,000 PRINCIPAL AMOUNT OF YORBA LINDA COUNTY WATER DIS- TRICT IMPROVEMENT DISTRICT NO. 1 1978 WATER BONDS, SERIES A; AND AUTHORIZING AND DIRECTING THE SALE OF SAID BONDS AND APPROVING FORM OF OFFICIAL STATEMENT WHEREAS, the Board of Directors (the "Board") of Yorba Linda County Water District (the "District") on August 3, 1978, duly adopted its Resolution No. 78-47 (the "Master Resolution") authorizing the issuance of Yorba Linda County Water District Improvement District No. 1 1978 Water Bonds (the "Bonds") of the District, for the benefit of Improvement District No. 1 (the "Improvement District") of the District, in the maximum principal amount of $27,320,000; and WHEREAS, the Master Resolution provides that the Board may by supplemental resolution establish one or more series of Bonds in such principal amount as the Board shall determine; and -1- WHEREAS, the Board has determined that Series A Bonds in the principal amount of $2,345,000 should be issued pursuant to the Master Resolution for the purposes set forth therein; and WHEREAS, the Board is duly authorized under all applicable provisions of law to adopt this resolution and issue its Series A Bonds and such Bonds, upon the issuance thereof, will be valid and legally binding general obliga- tions of the Improvement District in accordance with their terms; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Yorba Linda County Water District as follows: Section 12.* An initial series of Bonds is hereby created and such Bonds are designated "Yorba Linda County Water District Improvement District No. 1 1978 Water Bonds, Series A" (the "Series A Bonds"). The aggregate amount of Series A Bonds which may be issued and outstanding under the Master Resolution and this resolution shall not exceed Two Million Three Hundred Forty-Five Thousand Dollars ($2,345,000). The Series A Bonds shall be issued as coupon Bonds or as fully registered Bonds without coupons. The Series A Bonds issued in coupon form shall be 469 in number, of the denomination of $5000 each, numbered Al to A469, both inclusive. The Series A Bonds in fully registered form may * Sections 1 to 11, inclusive, are contained in the Master Resolution and incorporated herein by reference. -2- 0 • be issued in denominations of $5000 or any multiple thereof, and shall be numbered in consecutive numerical order from AR1 up. All of the Series A coupon Bonds shall be dated September 1, 1978, which is hereby fixed and determined to be the date of the issuance of the Series A Bonds. The Series A Bonds shall bear interest at such rate or rates, not exceeding eight percent (8%) per annum, as may be fixed by the Board at the sale thereof. Such interest shall be payable semiannually on March 1 and Sep- tember 1 in each year, but interest on the coupon Series A Bonds shall be payable only upon presentation and surrender of the coupons representing such interest. The Series A Bonds shall mature on September 1 in each year and become payable in consecutive numerical order from lower to higher, as set forth in the following sched- ule: Maturity Date (September 1) Principal Amount 1981 $ 45,000 1982 45,000 1983 50,000 1984 55,000 1985 60,000 1986 60,000 1987 65,000 1988 70,000 1989 75,000 1990 80,000 1991 85,000 1992 90,000 1993 100,000 1994 105,000 1995 115,000 1996 120,000 -3- • • Maturity Date (September 1) Principal Amount 1997 130,000 1998 140,000 1999 150,000 2000 160,000 2001 170,000 2002 180,000 2003 195,000 Both the principal of and interest on the Series A Bonds shall be payable in lawful money of the United States of America at the principal office of Bank of America Na- tional Trust and Savings Association in Los Angeles, Cali- fornia, or, in the case of coupon Series A Bonds, at the option of the holder at the principal office of Bank of America National Trust and Savings Association in San Fran- cisco, California, or the office of The Chase Manhattan Bank, National Association, in New York, New York, or the office of Continental Illinois National Bank and Trust Company in Chicago, Illinois. Section 13. Series A Bonds maturing by their terms on or before September 1, 1991, shall not be subject to redemption before their respective stated maturities. Series A Bonds maturing by their terms on or after September 1, 1992, shall be subject to redemption prior to their respective stated maturities, at the option of the District, from any source of available funds, in whole, or in part in inverse order of maturity and by lot within a maturity, on any interest payment date on or after September 1, 1991, at -4- the principal amount thereof and accrued interest thereon to the date fixed for redemption, plus a premium of one-quarter of one percent (1/4 of 1%) of such principal amount for each year and fraction of a year remaining between the date fixed for redemption and the stated maturity of the Series A Bonds called for redemption. Section 14. The coupon Series A Bonds and the interest coupons to be attached thereto, and the fully registered Series A Bonds and the certificate of authentica- tion, corresponding coupon bond endorsement and form of assignment to appear thereon, shall be in substantially the forms set forth in Section 4 of the Master Resolution. The Series A Bond numbers, series designation, interest rate or rates, interest payment and bond payment dates and places, denominations, maturity dates and redemption provisions shall be inserted therein in conformity with this resolu- tion. Section 15. At any time after the adoption of this resolution, the District may execute and deliver all or any part of the $2,345,000 aggregate principal amount of the Series A Bonds authorized hereunder. The President of the Board is hereby authorized and directed to sign by printed, lithographed or engraved facsimile signature each of the Series A Bonds on behalf of the District, the Auditor of the District is hereby author- -5- • i ized and directed to sign each of the interest coupons by printed, lithographed or engraved facsimile signature, and the Secretary is hereby authorized and directed to counter- sign each of the Series A Bonds by manual signature and to impress or imprint by facsimile the official seal of the District on each of the Series A Bonds. Section 16. The proceeds received by the District from the sale of the Series A Bonds shall be paid to the Auditor of the District and shall be set aside as follows: (a) The Auditor of the District shall deposit in the Interest and Sinking Fund established pursuant to Sec- tion 8 of the Master Resolution any accrued interest and premium on such sale. (b) The Auditor of the District shall deposit the remainder of such proceeds in the Improvement Fund estab- lished pursuant to Section 7(c) of the Master Resolution. The Auditor shall transfer from the Improvement Fund to the Interest and Sinking Fund, from time to time as necessary, amounts sufficient to pay the interest becoming due and payable on the Series A Bonds during the period of con- struction of the project to be financed by the Series A Bonds and twelve months thereafter, but not after Septem- ber 1, 1980. -6- Section 17. Except as in this resolution herein- above expressly provided, every term and condition contained in the Master Resolution shall apply to this resolution and the Series A Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this resolution. This resolu- tion and all the terms and provisions herein contained shall form part of the Master Resolution as fully and with the same effect as if all such terms and provisions had been set forth in the Master Resolution. Section 18. Thursday, August 24, 1978, at the hour of 10:00 o'clock A.M. is hereby fixed as the time, and the office of the District is hereby fixed as the place, at which bids will be received for the purchase of the Series A Bonds, as described in, and subject to the terms and condi- tions of, the official notice of sale. Said official notice of sale is hereby approved and adopted as the official notice of sale of the Series A Bonds and shall be substan- tially in the following form: -7- • OFFICIAL NOTICE OF S* $2,345,000 YORBA LINDA COUNTY WATER DISTRICT IMPROVEMENT DISTRICT NO. 1 1978 WATER BONDS SERIES A NOTICE IS HEREBY GIVEN that sealed proposals will be received and opened by a representative of the Board of Directors (the "Board") of Yorba Linda County Water District (the "District'), Orange County, California, at the office of the District, 4622 Plumosa Drive, Yorba Linda, California 92686, on THURSDAY, AUGUST 24, 1978 at the hour of 10:00 A.M. for the purchase of $2,345,000 principal amount of bonds designated "Yorba Linda County Water District Improvement District No. 1 1978 Water Bonds, Series A" (the "bonds") more particularly described below. The bonds constitute the initial series of an issue of $27,320,000 principal amount authorized at an election in Improvement District No. 1 (the "Improvement District") of the District, and issued under the provisions of a Master Resolution and First Supplemental Resolution of the Board, adopted August 3, 1978, (collectively, the "Resolution") and pursuant to the County Water District Law of California (constituting Division 12 of the Water Code of California). The bonds are more particularly described in the Resolution (which is incorporated herein by reference) and copies thereof will be furnished to any interested bidder on request. The bonds are described as follows: ISSUE AND DENOMINATION: $2,345,000, consisting of 469 coupon bonds of the denomination of $5,000 each (or fully registered bonds in the denominations of $5,000 or multiples thereof), all dated September 1, 1978. One or more additional series of bonds of the District on a parity with the bonds may be issued, but only subject to the limitations and conditions set forth in the Resolution. INTEREST RATE: The maximum rate bid may not exceed eight percent (8% ) per annum. Interest is payable semi- annually on September 1 and March 1 in each year. Bidders must specify the rate or rates of interest which the bonds hereby offered for sale shall bear. Bidders will be permitted to bid different rates of interest; but (0 the difference between the highest and lowest coupon rates specified in any bid shall not exceed 2% per annum; (ii) each interest rate speci- fied in any bid must be in a multiple of one-twentieth of one percent per annum and a zero rate of interest can- not be specified; (iii) no bond shall bear more than one rate of interest, no interest payment shall be evidenced by more than one coupon and supplemental coupons will not be permitted; (iv) each bond shall bear interest from its date to its stated maturity date at the interest rate specified in the bid; (v) all bonds maturing at any one time shall bear the same rate of interest; (vi) any premium must be paid as art of the purchase price, and no bid will be accepted which con- templates the cancellation of any interest coupons or the waiver of any interest or other concession by the bider as a substitute for payment in full of the purchase price; and (vii) the interest rate on bonds maturing in each year on or after September 1, 1993, must be equal to or greater than the interest rate on the bonds maturing in the immediately preceding year. MATURITIES: The bonds will mature on September 1 in each of the years, and in the amounts, as follows: Maturity Maturity Date Principal Date Principal (Sept. 1) Amount (Sept. 1) Amount 1981 $ 45,000 1993 . $100,000 1982 45,000 1994 . 105,000 1983 50,000 1995 . 115,000 1984 55,000 1996 . 120,000 1985 60,000 1997 . 130,000 1986 . 60,000 1998 . 140,000 1987 65,000 1999 . 150 , 000 1988 70,000 2000 160,000 1989 . 75,000 2001. 170,000 1990 80,000 2002 . 180,000 1991 85,000 2003 . 195,000 1992 . 90,000 REDEMPTION: Bonds maturing on or before September 1, 1991, are not subject to redemption before their respective stated maturities. Bonds maturing on or after September 1, 1992, are subject to redemption prior to their stated maturities, at the option of the District, from any source of available funds, as a whole, or in part in inverse order of maturity and by lot within a maturity, on any interest payment date on or after September 1, 1991, at the principal amount thereof and accrued interest thereon to the date fixed for redemption, plus a premium of one-quarter of one percent ( Y4 of I% ) of such principal amount for each year and fraction of a year remain- ing between the date fixed for redemption and the stated maturity of the bonds called for redemption. PAYMENT. Both principal and interest are payable in lawful money of the United States of America at the principal office of Bank of America National Trust and Savings Association in Los Angeles, California, or, in the case of coupon bonds, at the option of the holder also at the principal office of said bank in San Francisco, California, or at the office of The Chase Manhattan Bank in New York, New York, or at the office of Continental Illinois National Bank and Trust Company in Chicago, Illinois. REGISTRATION: Coupon bonds may be exchanged for fully registered bonds, and vice versa, in each case for the same aggregate principal amount and of the same maturity. There will be no charge for the first exchange of any bond in the form in which it is originally issued. PURPOSE OF ISSUE: The bonds were authorized by vote of more than two-thirds of the qualified voters voting at a special bond election for the purpose of authorizing bonds for acquisi- tion, construction and improvement of a water system for the Improvement District. SECURITY: The bonds are general obligations of the Improve- ment District and (unless otherwise provided from revenues) the Board has power and is obligated to cause the County of Orange to levy ad valorem taxes for the payment of the bonds and the interest thereon upon all property within the Improvement District subject to taxation by the District, with- out limitation of rate or amount, except for certain personal property taxable at limited rates. TAX EXEMPT STATUS: In the event that prior to the deliv- ery of the bonds (a) the income received by private holders from bonds of the same type and character shall be declared to be taxable (either at the time of such declaration or at any future date) under any federal income tax laws, either by the terms of such laws or by ruling of a federal income tax author- ity or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted which will have a substitute adverse tax effect upon holders of the bonds as such, the successful bidder may, at his option, prior to the tender of said bonds by the District, be relieved of his obligation under the contract to purchase the bonds, and in such case the deposit accompanying his bid will be returned. - LEGAL OPINION: The legal ion of Rutan & Tucker, of Santa Ana and San Francisco, rnia, approving the validity of the bonds, will be furnished to the successful bidder without charge. A copy of the legal opinion, certified by the official in whose office the original is filed, will be printed on each bond without charge to the purchaser. TERMS OF SALE Highe5t Bid: The bonds will be awarded to the highest bidder considering the interest rate or rates specified and the premium offered, if any. The highest bid will be determined by deduct- ing the amount of the premium bid (if any) from the total amount of interest which the District would be required to pay from the date of the bonds to their respective maturity dates at the coupon rates or rates specified in the bid, and the award will be made on the basis of the lowest net interest cost to the District. The purchaser must pay accrued interest from the date of bonds to the date of delivery. All interest will be com- puted on a 360-day year basis. The cost of printing the bonds will be borne by the District. Right of Rejection: The District reserves the right, in its dis- cretion, to reject any and all bids and to waive any irregularity or informality in any bid. Prompt Award: Subject to the above conditions of sale, the District will take action awarding the bonds or rejecting all bids not later than 26 hours after the expiration of the time herein prescribed for the receipt of proposals, unless such time of award is waived by the successful bidder. Delivery and Payment: Delivery of the bonds will be made to the successful bidder at Jeffries Banknote Company, 1330 West Pico Blvd., Los Angeles, California 90015, as soon as the bonds can be prepared, which the District estimates will be within 30 days from the date of sale. Payment for the bonds must be made in funds immediately available to the District in Los Angeles, California. Right of Cancellation: The successful bidder shall have the right, at his option, to cancel the contract of purchase if the District shall fail to execute the bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying his bid. Form of Bid: All bids must be for not less than all of the bonds hereby offered for sale and for not less than the par value thereof and accrued interest to date of delivery, plus such premium as is specified in the bid. Each bid, together with bidder's check, must be enclosed in a sealed envelope ad- dressed to Yorba Linda County Water District at the address mentioned above, with the envelope and bid clearly marked "Proposal for Purchase of Yorba Linda County Water District Improvement District No. 1 1978 Water Bonds, Series A." Each bid must be in accordance with the terms and conditions set forth in this notice. Bid Check: A certified or cashier's check drawn on a bank or trust company having an office in Los Angeles, California, in the amount of $35,000, payable to the order of the District, must accompany each proposal as a guaranty that the bidder, if successful, accept and pay for the bonds in accordance with the to his bid. The check accompanying any ac- cepted proposa shall be applied on the purchase price. The check shall be cashed and the amount thereof retained by the District if after the award of the bonds the successful bidder fails to complete his purchase on the terms stated in his pro- posal. The check accompanying each unaccepted proposal will e returned promptly. No interest will be paid upon the deposit made by any bidder. Statement of Net Interest Cost: Each bidder is requested, but not required, to state in his bid the total net interest cost in dollars to the District, and the percentage net interest cost de- termined thereby which shall be considered as informative only and not binling on either the bidder or the District. Litigation: There is no litigation pending concerning the validity of the bonds, the existence of the District or the Improvement District or the title of the officers thereof to their respective offices, and the District will furnish to the success- ful bidder a no-litigation certificate certifying to the foregoing as of and at the time of the delivery of the bonds. Bidders are referred to the Official Statement for further details. CUSIP Numbers: It is anticipated that CUSIP identification numbers will be printed on said bonds but neither the failure to print such number on any bond nor any error with respect thereto shall constitute cause for failure or refusal by the ur- chaser thereof to accept delivery of and pay for said bonds in accordance with the terms of the purchase contract. All ex- penses in relation to the printing of CUSIP numbers on said bonds shall be paid for by the District, provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. Official Statement: The District has adopted an official state- ment relating to the bonds, a copy of which will be furnished upon request to Stone & Youngberg Municipal Financing Consultants, Inc., 1541 Wilshire Blvd., Los Angeles, Califor- nia 90017, Tel. (213) 483-1643. The District at its expense will provide 500 copies of the official statement to the suc- cessful bidder. Certificate: The District will provide to the purchaser of the bonds a certificate, signed by an official of the District, oon- firming to the purchaser that, at the time of the acceptance of the bid for the bonds and at the time of delivery thereof, to the best of the knowledge of said official, the official statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement made therein, in the light of the circumstances under which they were made, not misleading, and that there has been no material adverse charge in the financial condition or affairs of the District between the date of sale and the date of delivery of the bonds. Dated: August 3, 1978 JEAN E. MATHEWS Secretary of Yorba Linda County Water District Section 19. The official statement describing the Series A Bonds in substantially the form heretofore submitted to the Board, subject to whatever additions and corrections may be deemed advisable by the District's financing consultants, is hereby adopted as the official statement describing the Series A Bonds. Stone & Youngberg Municipal Financing Consultants, Inc., financing consultants to the District, are hereby authorized and directed to cause copies of said official statement to be printed and mailed to prospective bidders for the Series A Bonds, together with printed copies of said official notice of sale. Section 20. The Board hereby determines that the issuance of the Series A Bonds is not subject to prior investigation, report and approval by the Districts Securi- ties Division of the Office of the State Treasurer under the District Securities Investigation Law of 1965 because there is no unpaid principal amount of bonds of the Improvement District, and the amount of the Improvement District's share of the outstanding indebtedness of the District plus thi principal amount of the Series A Bonds does not exceed 200 percent of the assessed value of the land and improvements within the Improvement District as shown on the last equal- ized assessment roll for Orange County, California. -10- The Secretary of the District is hereby authorized and directed (a) to file in accordance with said District Securities Investigation Law of 1965 a copy of the Master Resolution and this resolution with the Districts Securities Officer of said Districts Securities Division, together with a certificate or certificates of an appropriate public official or officials, or other evidence, showing (i) the amount of the Improvement District's share of any outstand- ing indebtedness of the District, such share being in the proportion that the assessed value of land and improvements within the Improvement District bears to the assessed value of land and improvements within the District, and (ii) that there is no unpaid principal amount of bonds of the Improve- ment District, and (iii) the total assessed value of land and improvements within the Improvement District as shown on the last equalized assessment roll of Orange County, Cali- fornia; and (b) to request that in accordance with said Law written notice be given to said Secretary that the Series A Bonds do not appear to be subject to prior investigtion, report and approval by said Districts Securities Division. -11- • PASSED AND ADOPTED on August 3, 1978, by the fol- lowing vote: AYES: Directors Knauft, Lindow, Clodt, Korn and Cromwell NOES: None ABSTAIN: None ABSENT: None re'si Bent the Boa 9 of LDirectors of Yorba Linda County Water District [SEAL] Attest: Sre ary of Yorba Linda ounty Water District -12- SECRETARY'S CERTIFICATE I, Jean E. Mathews, Secretary of Yorba Linda County Water District, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a special meeting of the Board of Directors of said District duly and regularly held at the regular meeting place thereof on August 3, 1978, of which meeting all of the members of said Board had due notice and at which a majority thereof was present; and that at said meeting said resolution was adopted by the following vote: AYES: Directors Knauft, Lindow, Clodt, Korn and Cromwell NOES: None ABSTAIN: None ABSENT: None I further certify that I have carefully compared the same with the original resolution on file and of record in my office; that the foregoing is a full, true and correct copy of said original resolution; and that the foregoing has not been amended, modified or rescinded since the date of its adoption, and is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said District on August 3 , 1978. [SEAL] G- cretarY of ba Lin a County Water District -13-