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HomeMy WebLinkAbout1981-10-08 - Resolution No. 81-19YORBA LINDA COUNTY WATER DISTRICT RESOLUTION NO. 81-19 SECOND SUPPLEMENTAL RESOLUTION AUTHORIZING THE ISSUANCE OF $7,875,000 PRINCIPAL AMOUNT OF YORBA LINDA COUNTY WATER DISTRICT IMPROVEMENT DISTRICT NO. 2 1979 WATER BONDS SERIES B; AND AUTHORIZING AND DIRECTING THE SALE OF SAID BONDS AND APPROVING THE FORM OF OFFICIAL STATEMENT WHEREAS, the Board of Directors (the "Board") of Yorba Linda County Water District (the "District") on April 5, 1979, duly adopted its Resolution No. 79-13, as supple- mented or amended from time to time, (the "Master Resolu- tion") authorizing the issuance of Yorba Linda County Water District Improvement District No. 2 1979 Water Bonds (the "Bonds") of the District, for the benefit of Improvement District No. 2 (the "Improvement District") of the District, in the maximum principal amount of $41,660,000; 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 WHEREAS, the Board adopted Resolution No. 81-06 on June 25, 1981, authorizing the issuance of not to exceed $12,000,000 of the Bonds, to be designated as Series B, and providing for the terms thereof; and WHEREAS, the Board has now determined that Series B Bonds in the principal amount of $7,875,000 should be issued pursuant to the Master Resolution for the purposes set forth therein and that certain terms of the Bonds be amended; and WHEREAS, the Board is duly authorized under all applicable provisions of law to adopt this resolution and issue its Series B Bonds and such Ronds, upon the issuance thereof, will be valid and legally binding general obliga- tions of the Improvement District in accordance with their terms; and WHEREAS, Bonds of Water Districts may now be authorized and issued at a maximum interest rate of twelve percent (12%) pursuant to Government Code Section 53531.5; and WHEREAS, pursuant to Government Code Sections 53531.5 and 53541 previously authorized Bonds may be issued at a maximum interest rate of twelve percent (12%) in lieu of a like amount of unissued Bonds authorized at an election at which voters authorized said indebtedness; and WHEREAS, an action has been prosecuted pursuant to Water Code Section 30066 and Code of Civil Procedure Section 860 et seq. to validate the issuance of Bonds herein authorized and a final judgment validating said Bonds has been rendered and become final; -2- • NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Yorba Linda County Water District as follows: Section 12.* A second series of Bonds is hereby issued pursuant to Government Code Sections 53531.5 and 53541, and such Bonds are designated "Yorba Linda County Water District Improvement District No. 2 1979 Water Bonds, Series B" (the "Series B Bonds"). The aqqreqate amount of Series B Bonds which may be issued and outstanding under the Master Resolution and this resolution shall not exceed '-even Million Eight Hundred Seventy Five Thousand Dollars ($7,875,000). The Series B Bonds shall be issued as coupon Bonds or as fully registered Bonds without coupons. The Series B Bonds issued in coupon form shall be 1575 in number, of the denomination of $5,000 each, numbered B1 to B1575, both inclusive. The Series B Bonds in fully regis- tered form may be issued in denominations of $5,000 or any multiple thereof, and shall be numbered in consecutive numerical order from BR1 up. All of the Series B coupon Bonds shall be dated November 1, 1981, which is hereby fixed and determined to be the date of the issuance of the Series B Bonds. The Series B Bonds shall bear interest at such rate or rates, not exceeding twelve percent (12%) per annum, as may be fixed by the Board at the sale thereof * Sections 1 to 11, inclusive, are contained in the Master Resolution and incorporated herein by reference, except as provided herein. -3- 0 Such interest shall by payable semiannually on November 1 and May 1 in each year, but interest on the coupon Series B Bonds shall be payable only upon presentation and surrender of the coupons representing such interest. The Series B Bonds shall mature on November 1 in each year and beome payable in consecutive numerical order from lower to higher, as set forth in the following sched- ule: Maturity Date (November 1) Principal Amount 1983 $125,000 1984 140,000 1985 155,000 1986 175,000 1987 195,000 1988 220,000 1989 245,000 1990 275,000 1991 305,000 1992 345,000 1993 385,000 1994 435,000 1995 485,000 1996 540,000 1997 605,000 1998 680,000 1999 760,000 2000 850,000 2001 955,000 Both the principal of and interest on the Series B Bonds shall be 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 Series B Bonds, at the option of the holder at the principal office -4- of Bank of America National Trust and Savings Association in San Francisco, California, or the office of The Chase Manhattan Bank, National Association, in New York, New York. Section 13. Series B Bonds maturing by their terms on or before November 1, 1992, shall not be subject to redemption before their respective stated maturities. Series B Bonds maturing by their terms on or after November 1, 1993, 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 November 1, 1992, at 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 B Bonds called for redemption. Section 14. The coupon Series B Bonds and the interest coupons to be attached thereto, and the fully registered Series B 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 B Bond numbers, series designation, interest rate or -5- 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 and the resolution selling said Bonds to be adopted on or about October 27, 1981. Section 15. At any time after the adoption of this resolution, the District may execute and deliver all or any part of the $7,875,000 aggregate principal amount of the Series B 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 B Bonds on behalf of the District, the Auditor of the District is hereby author- ized and directed to sign each of the interest coupons by printed, lithographed or engraved facsimile signature, and the Secretary or the Assistant Secretary is hereby author- ized and directed to countersign each of the Series B Bonds by manual signature and to impress or imprint by facsimile the official seal of the District on each of the Series B Bonds. Section 16. The proceeds received by the District from the sale of the Series B 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 Section 8 of the Master Resolution an amount, including any -6- i • accrued interest and premium received upon the sale of the Series B Bonds, sufficient to pay the interest becoming due and payable and accruing on the Series B Bonds through and including November 1, 1982. (b) The Auditor of the District shall deposit in the Bond Reserve Fund established pursuant to Section 20 of this resolution, an amount equal to one-half of maximum annual debt service on the Series B Bonds. (c) The Auditor of the District shall deposit the remainder of such proceeds in the Improvement Fund established pursuant to Section 7(c) of the Master Resolution. 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 B 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. Tuesday, October 27, 1981, at the hour of 10:00 a.m. is hereby fixed as the time, and the office of the District's financing consultant is hereby -7- 0 fixed as the place, at which bids will purchase of the Series B Bonds, as subject to the terms and conditions of, of sale. Said official notice of sal( and adopted as the official notice of B Bonds and shall be substantially in • be received for the described in, and the official notice is hereby approved sale of the Series the following form: -8- OFFICIAL NOTICE OF SALE $7,875,000 YORBA LINDA COUNTY WATER DISTRICT IMPROVEMENT DISTRICT NO. 2 1979 WATER BONDS SERIES B 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's financing consultant, Stone & Youngberg Municipal Financing Consultants, Inc., Suite 400, 1541 Wilshire Boulevard, Los Angeles, California 90017, on TUESDAY, OCTOBER 27, 1981 at the hour of 10:00 A.M. for the purchase of $7,875,000 principal amount of bonds designated "Yorba Linda County Water District Improvement District No. 2 1979 Water Bonds, Series B" (the "bonds") more particularly described below. The bonds constitute the second series of an issue of 541,660,000 principal amount authorized at an election in Improvement District No. 2 (the "Improvement District") of the District, and issued under the provisions of a Master Resolution of the Board, adopted April 5, 1979, and a Second Supplemental Resolution of the Board, adopted June 25, 1981, (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: 57,875,000, consisting of 15751cou- pon bonds of the denomination of 55,000 each (or fully registered bonds in the denominations of 55,000 or multiples thereof), all dated November 1, 1981. 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 twelve percent (12`90) per annum. Interest is payable semiannually on November 1 and May I 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 (i) the difference between the highest and lowest coupon rates specified in any bid shall not exceed 2% per annum; (ii) each interest rate specified in any bid must be in a multiple of one-twentieth of one percent per annum and a zero rate of interest cannot 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 from its date to its stated maturity date at the interest rate specified in the bid; (v) all bonds maturing at anv one time shall bear the same rate of interest; (vi) any premium must be paid as part of the purchase price, and no bid will be accepted which contemplates the cancellation of any interest coupons, or the waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price; and (vii) the interest rate on bonds mattering in each year on or after November 1, 1992, must be equal to or greater than the interest rate on the bonds maturing is the immediately preceding year. MATURITIES: The bonds will mature on November I in each of the years, and in the amounts, as follows: Maturity Maturity Date Principal Date Principal (November 1) Amount (November 1) Amount 1983 $125.000 1993 $385,000 1984 140,000 1994 435,000 1985 155,000 1995 485,000 1986 175,000 1996 540,000 1987 195,000 1997 605,000 1988 220,000 1998 680.000 1989 245,000 1999 760.000 1990 275,000 2000 850,000 1991 305,000 2001 955,000 1992 345,000 REDEMPTION: Bonds maturing on or before November 1, 1992 are not subject to redemption before their respective stated maturities. Bonds maturing on or after November 1, 1993, are subject to redemp- tion 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 November 1, 1992, at the principal amount thereof and accrued interest thereon to the date fixed for redemption, plus a premium of one-quarter of one percent (yVt of 1%) of such principal amount for each year or fraction of a year remaining 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 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. REGISTRATION: Coupon bonds may be exchanged for fully regis- tered 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 acquisition, construction and improvement of a water system for the Improvement District. SECURITY: The bonds are general obligations of the Improvement 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, without limitation of rate or amount, except for certain personal property taxable at limited rates. RESERVE FUND: As additional security for the payment of the bonds and interest thereon, the Board will cause the creation of a reserve fund in the amount of one-half of maximum annual debt service. This reserve fund will be funded from proceeds of the sale of the Series B Bonds. MUNICIPAL BOND INSURANCE: All proposals shall be condi- tioned upon the issuance, effective as of the date on which the Bonds are issued, of a policy of insurance by either the Municipal Bond Insurance Association (MBIA) or the American Municipal Bond As- surance Corporation (AMBAC) guaranteeing the payment of principal and interest on the bonds. The cost of such insurance will be paid by the District from proceeds of the bonds. Each bond will bear a legend referring to such insurance. TAX EXEMPT STATUS: In the event that prior to the delivery 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 authority 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 substantial 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 opinion of Rutan & Tucker, of Costa Mesa, California, Bond Counsel, 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 Best Bid: The bonds will be awarded to the best bidder considering the interest rate or rates specified and the premium or the discount offered, if any. The best bid will be determined by deducting the amount of the premium bid (if any) from or adding the amount of the discount bid (if any) to 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 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 computed on a 360-day year basis. The cost of printing the bonds will be borne by the District. Discount: Bidders mayspecify a discount, but the discount shall not exceed five percent (5%) of the principal amount of bonds hereby offered for sale. Right of Rejection: The District reserves the right, in its discretion, 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 Board 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, or at such other place that is mutually agreeable to both the District and purchaser, 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. Each bid, together with bidder's check, must be enclosed in a sealed envelope addressed 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. 2 1979 Water Bonds, Series B." 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 responsible bank or trust company having an office in Los Angeles, California, in the amount of S 125,000, payable to the order of the District, must accom- pany each proposal as a guaranty that the bidder, if successful, will 0 accept and pay for the bonds in accordance with the terms of his bid. The check accompanying any accepted proposal 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 is his pro- posal. The check accompanying each unaccepted proposal will be 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 rate determined thereby, which shall be considered as informative only and not binding 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 successful 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 purchaser thereof to accept delivery of and pay for said bonds in accordance with the terms of the purchase contract. All expenses 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 Statement 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, California 90017, Tel. (213) 483-1643. The District at its expense will provide 300 copies of the Official Statement to the successful bidder. Certificate: The District will provide to the purchaser of the bonds a certificate, signed by an official of the District, confirming 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 change in the financial condition or affairs of the District between the date of the Official Statement and the date of delivery of the bonds. Dated: October 8, 1981. /s/ JEAN E. MATHEWS Secretary of Yorba Linda County Water District Section 19. The official statement describing the Series B 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 consul- tants, is hereby adopted as the official statement describ- ing the Series B 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 B Bonds, together with printed copies of said official notice of sale. Section 20. There is hereby created and estab- lished a fund in the treasury of said District to be designated "1979 WATER BONDS, SERIES B, BOND RESERVE FUND" (the "Bond Reserve Fund"). Said fund shall be established out of the proceeds of the sale of the Series B Bonds. The amount of said fund shall be at all times equal to at least one-half of the maximum annual debt service for the Series B Bonds. If the amount in said fund becomes insufficient, said fund shall be restored by the inclusion of a sufficient amount of the next annual assessment in Improvement District No. 2 to replenish said fund, except that to the extent that sufficient revenues from water charges from Improvement District No. 2 are on hand and -9- • • allocated to said fund at the time of fixing the next annual assessment in the Improvement District No. 2 said inclusion need not be made. The moneys in the Bond Reserve Fund shall be used only in the event that there are insufficient moneys in the Interest and Sinking Fund to pay interest and principal on the Series B Bonds as they become due and payable. In such event, the amount of such insufficiency shall be transferred from the Bond Reserve Fund to the Interest and Sinking Fund, and used solely to pay interest and principal on the Series B Bonds. PASSED AND ADOPTED on October 8, 1981, by the following vote: AYES: Directors Lindow, Clodt, Cromwell and Knauft NOES: None ABSTAIN: None ABSENT: Director Korn Pres iden'~ of the,,'Boa~d of Directors of Yorba Linda County Water District [SEAL] Attest: cretary of Yorba inda ounty Water District -10- SECRETARY'S CERTIFICATE 0 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 regular meeting of the Board of Directors of said District duly and regularly held at the regular meeting place thereof on October 8, 1981, 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 Lindow, Clodt, Cromwell and Knauft NOES: None ABSTAIN: None ABSENT: Director Korn 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 October 8, 1981. [SEAL] /Secretary of f®rba Linda l/ County Water District