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HomeMy WebLinkAbout1984-04-19 - Resolution No. 84-05r~ YORBA LINDA COUNTY WATER DISTRICT RESOLUTION NO. 84-05 RESOLUTION OF THE BOARD OF DIRECTORS OF YORBA LINDA COUNTY WATER DISTRICT AMEND- ING ITS RESOLUTION NO. 79-13 PROVIDING FOR THE ISSUANCE OF $41,660,000 MAXIMUM PRINCIPAL AMOUNT OF YORBA LINDA COUNTY WATER DISTRICT IMPROVEMENT DISTRICT NO. 2 1979 WATER BONDS, FOR THE BENEFIT OF IMPROVEMENT DISTRICT NO. 2 OF YORBA LINDA COUNTY WATER DISTRICT; PROVIDING FOR THE ISSUANCE OF SAID BONDS IN SERIES; PRE- SCRIBING THE FORM AND TERMS OF SAID BOND; AND PROVIDING FOR THE LEVY OF A TAX TO PAY THE PRINCIPAL AND INTEREST THEREOF WHEREAS, pursuant to Resolution No. 78-31 adopted by the Board of Directors (the "Board") of Yorba Linda County Water District (the "District") on May 4, 1978, a special election was duly and regularly held in Improvement District No. 2 (the "Improvement District") of the District on June 13, 1978, at which election there was submitted to the qualified voters of the Improvement District the following proposition: -1- 0 0 BOND PROPOSITION: Shall the Yorba Linda County Water District incur a bonded indebtedness for Improvement District No. 2 thereof in the sum of $41,660,000 for the purpose of the acquisition and con- struction of works and facilities useful or necessary to convey, supply, store or make use of water, including all land, easements, rights of way and other prop- erty necessary therefor, and including all engineering, inspection, legal and fiscal agent's fees, costs of the bond election and of the issuance of bonds, and bond interest estimated to accrue during the construction period and for a period not to exceed twelve months after the completion of construction, and all costs and estimated costs incidental to or connected with such acquisition, con- struction or financing of said facili- ties? and WHEREAS, said proposition received the affirmative vote of more than two-thirds of all the qualified voters casting votes at said election, and the Board was thereupon autho- rized to provide for the issuance of bonds in the amount of not to exceed $41,660,000 for the purposes set forth in said proposition; and WHEREAS, the Board determined to authorize the issuance of Yorba Linda County Water District Improvement District No. 2 1979 Water Bonds in such series from time to time as might thereafter be established by supplemental resolutions of the Board authorizing the issuance thereof, and adopted Resolu- tion No. 79-13 in order to declare the terms and conditions upon and subject to which said bonds were thereafter to be authorized and issued; -2- • WHEREAS, pursuant to Resolution No. 79-13, the Board on April 5, 1979 duly adopted its Resolution No. 79-14 authoriz- ing the issuance of $1,005,000 principal amount of Improve- ment District No. 2 1979 Water Bonds, Series B; WHEREAS, the Board has now determined that Series B Bonds in the principal amount of $10,000,000 should be issued pursuant to Resolution No. 79-13 and a second supplemental resolution to be adopted; and WHEREAS, because of the enactment of the Tax Equity and Fiscal Responsibility Act of 1982, Public Law 97-124, as amended by Public Law 97-448, the Internal Revenue Code of 1954 now requires that all municipal bonds must be issued in fully registered form in order for the interest thereon to be exempt from federal income taxation; and WHEREAS, because of said enactment it is necessary and appropriate to amend Resolution No. 79-13 to conform to said registration requirement and thereby ensure that interest paid on the Series B Bonds to be issued will be exempt from federal income taxation; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Yorba Linda County Water District that Resolution No. 79- 13 is hereby amended to read as follows: Section 1. The Board has reviewed all proceedings here- tofore taken relative to the authorization of the bonds herein provided for and has found, as a result of such review, and hereby finds and determines that all things, con- ditions and acts required by law to exist, happen and be per- -3- 9 0 formed precedent to and in the issuance of said bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the District is now authorized, pursuant to each and every requirement of law, to issue said bonds in the manner and upon the terms provided in this resolution. Section 2. Bonds of the District designated generally as "Yorba Linda County Water District Improvement District No. 2 1979 Water Bonds" (the "Bonds") in the aggregate maxi- mum prinicpal amount of $41,660,000 are hereby authorized to be issued for the purposes specified in the Bond Proposition set forth in the recitals herein, under and subject to the terms of this resolution and in accordance with the laws governing the issuance of bonds of the District for the bene- fit of the Improvement District, including, the County Water District Law (constituting Division 12 of the Water Code of California). The Bonds shall be divided into one or more series as shall from time to time be established by supplemental reso- lution of the Board, each of which supplemental resolution shall provide for the distinctive designation of Bonds of the new series, the denominations, methods of numbering, date, maturity date or dates, interest rate and interest payment dates, place or places of payment of principal and interest, and such other terms and conditions as may be appropriate to the series of Bonds then proposed to be issued. The Bonds of -4- 0 • each series shall be equally and ratably secured with all other Bonds. The Bonds shall be issued as fully registered Bonds without coupons, and shall be numbered in consecutive numeri- cal order from lower to higher in order of their respective maturities. The Bonds shall bear interest from their date until paid at the rate or rates as may be fixed by the Board at the time of sale thereof, not to exceed the maximum rate of interest then permitted by law. Such interest shall be payable semiannually, except that the first interest payment date on any series of the Bonds may be payable on any date on or before twelve months after the date of issuance of such series. Bonds shall be dated as of the date of issuance. Each Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless it is authenticated as of the day during the period from the 16th day of month next preceding any interest payment date to the interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or unless it is authenticated prior to the first interest payment date, in which event it shall bear interest from the date of such Bond. Both the principal of and premium, if any, on the Bonds shall be payable in lawful money of the United States of America to the registered owner thereof, upon the surrender thereof at the principal corporate trust office of the paying -5- agent in Los Angeles, California. The interest on the bonds shall be payable in like lawful money to the person whose name appears on the bond registration books of the paying agent as the owner thereof as of the close of business on the 15th day of the month immediately preceding an interest pay- ment date whether or not such day is a business day, such interest to be paid by check or draft mailed to such owner at such address as appears on such registration books or at such address as he may have f iled with the paying agent for that purpose. Section 3. Any series of Bonds may be made subject to redemption prior to maturity as a whole at any time, or in part, in inverse order of maturity and by lot within a mat ur- ity, from time to time, upon payment of the principal amo unt thereof and accrued interest thereon plus such premium or premiums, if any, as may be determined by the Board at the time such series is authorized and as shall be specified in the supplemental resolution providing for the issuance of such series. The District shall cause notice of any redemption to be published once a week for two successive weeks (the first publication to be not less than thirty days nor more than sixty days prior to the redemption date) in a financial news- paper or journal printed in the English language, of general circulation in Los Angeles, California. Such notice shall state the redemption date and the redemption price, shall designate the serial numbers of the bonds to be redeemed by -6- giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, have been called for redemption, shall require that such bonds be then surrendered at the office of the paying agent, and shall state that interest on such Bonds will not accrue after the redemption date. A similar notice shall be mailed by the District to the paying agent, to the respective registered owners of any Bonds designated for redemption, and to the original pur- chaser of any of the Bonds to be redeemed, or if said origi- nal purchaser is a syndicate, to the manager or managers of said syndicate, at least thirty but not more than sixty days prior to the redemption date, at their addresses appearing on the bond registration books in the office of the paying agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice shall not affect the validity of the proceedings for the redemption of such Bonds. Upon surrender of any Bond redeemed in part only, the District shall execute and deliver to the owner thereof, at the expense of the District, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the bond surren- dered. After the date fixed for redemption, if notice of such redemption shall have been duly given and funds available for the payment of the principal of and interest and premium on -7- the Bonds so called for redemption shall have been duly pro- vided, such Bonds so called shall cease to be entitled to any benefit under this resolution other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. All Bonds redeemed pursuant to the provisions of this section, if any, shall be cancelled and shall not be reis- sued. Section 4. The Bonds and the paying agent's certificate of authentication and registration, and form of assignment to appear thereon, shall be in substantially the following forms, respectively, with necessary or appropriate varia- tions, omissions and insertions as permitted or required by this resolution: [FORM OF BOND] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE YORBA LINDA COUNTY WATER DISTRICT IMPROVEMENT DISTRICT NO. 2 1979 WATER BOND, SERIES No. $ YORBA LINDA COUNTY WATER DISTRICT (the "District") of Orange County, California, hereby acknowledges itself indebt- -8- ed and for value received promises to pay to or registered assigns, on [(subject to any right of 01 prior redemption hereinafter in this bond expressly re- served)], in lawful money of the United States of America, the principal sum of DOLLARS and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this bond (unless this bond is authenticated as of the day during the period from the 16th day of the month next preceding any interest payment date to such interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or unless this bond is authenticated prior to the first interest payment date, in which event it shall bear interest from , ) at the rate of percent ( per annum, payable [on and thereafter] semiannually on and in each year, until the payment of such principal sum in full. Both the principal (or redemption price) of this bond is payable to the regis- tered owner hereof upon the surrender hereof at the principal corporate trust office of (herein called the "paying agent"), the paying agent of the District, in Los Angeles, California. The interest hereon is payable to the person whose name appears on the bond registration books of the paying agent as the registered owner hereof as -9- of the close of business on the 15th day of the month immedi- ately preceding an interest payment date, whether or not such day is a business day, such interest to be paid by check or draft mailed to such registered owner at his address as it appears on such registration books. This bond is one of a duly authorized issue of bonds (the "bonds") aggregating $41,660,000 in maximum principal amount, of the series and designation indicated on the face hereof. Said issue of bonds consists of or may consist of one or more series, of varying denominations, dates, maturi- ties, interest rates and other provisions as provided in the Resolution hereinafter mentioned. All of the bonds are is- sued and to be issued under and pursuant to the Constitution and laws of the State of California, including the County Water District Law (being Division 12 of the Water Code of California), and pursuant to a resolution of the Board of Directors (the "Board") of the District, adopted April 5, 1979, as amended by a resolution of the Board of the District adopted on April 19, 1984, providing for the issuance of the bonds, and a Supplemental Resolution of the Board, adopted , authorizing the issuance of the Series bonds (collectively, the "Resolu- tion"), and are authorized by a vote of more than two-thirds of the qualified voters of Improvement District No. 2 (the "Improvement District") of the District voting at a special election duly and regularly called, held and conducted in the Improvement District on June 13, 1978. Reference is hereby -10- 0 • made to the provisions of the Resolution, all of the provi- sions of which are hereby incorporated herein, for a specific description of the security for the bonds and of the obliga- tions of the District and the rights of the registered owners of the bonds, to all of which provisions the registered owner hereof by the acceptance of this bond consents and agrees. This bond is issued by the District for the benefit of the Improvement District and, except to the extent payable from revenues of the Improvement District as required or per- mitted by law, the principal of and interest on this bond are payable exclusively from taxes levied on the taxable property of the Improvement District established by Resolution No. 78-30, adopted by the Board on May 4, 1978, to which resolu- tion reference is hereby made for a description of the Improvement District and the boundaries thereof. THE PROVISIONS OF THE BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been signed by the paying agent. IN WITNESS WHEREOF, the Board of Directors of Yorba Linda County Water District has caused this bond to be signed in facsimile by its President and countersigned in facsimile by the Secretary of the District, and this bond to be dated -11- [SEAL] Countersigned: Secretary of Yorba Linda County Water District • gresiaen o e oar o .rectors [FORM OF REVERSE OF BOND] [There shall be set forth on the reverse of each bond, at this point, a paragraph briefly decribing the terms of redemption prior to maturity of the bonds of the series which includes said bond, or a statement that bonds of said series are not subject to redemption prior to maturity, as the case may be.] The bonds are issuable as fully registered bonds without coupons in denominations $ or integral multiples thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Resolution, bonds may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations. This bond is transferable by the registered owner hereof, in person or by his attorney duly authorized in writ- ing, at the principal corporate trust office of in Los Angeles, California, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this bond. Upon such transfer a new -12- fully registered bond or bonds of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The District and the paying agent may treat the regis- tered owner hereof as the absolute owner hereof for all pur- poses, and the District and the paying agent shall not be affected by any notice to the contrary. It is hereby certified, recited and declared that this bond is issued in strict conformity with the constitution and laws of the State of California and with the proceedings of the Board authorizing the same, and that all things, condi- tions and acts required by law to exist, happen and to be performed precedent to and in the issuance of this bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this bond together with all other indebtedness of the Improvement Dis- trict does not exceed any limit prescribed by the Constitu- tion and statutes of said State, and that provision has been made as required by the statutes of said State for the levy and collection of an annual tax on the property in the Improvement District for the payment of the principal of and interest on this bond as the same become due. The full faith and credit of the Improvement District are hereby pledged for the punctual payment of the principal of and interest on this bond. -13- i • [FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the bonds described in the within-men- tioned Resolution and authenticated and registered on as Paying Agent By _ Authorized Officer [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered bond and hereby irrevocably con- stitutes(s) and appoint(s) attorney, to transfer the same on the books of the paying agent with full power of substitution in the premises. Dated: Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within registered bond in every particular, without alteration or enlargement or any change whatsoever. Section 5. The Bonds shall be executed in the name of and on behalf of the District, and under its seal, with the manual or facsimile signature of the president of the Board and the manual or facsimile countersignature of the Secretary -14- • • of the District. The seal of the District shall be affixed to the Bonds by printed, lithographed or other reproduction thereof. The Bonds shall then be delivered to the paying agent for authentication by it. If any member or officer whose signature appears on the Bonds shall cease to be such member or officer before the Bonds so signed and attested shall have been authenticated or delivered by the paying agent or issued by the District, such signature shall never- theless be valid and sufficient for all purposes the same as if that member or officer had remained in office until the authentication, delivery and issuance of the bonds. only Bonds bearing a certificate of authentication, exe- cuted by the paying agent of the District, shall be or become valid or obligatory for any purpose or entitled to the bene- fits of this resolution. Such certificate of the paying agent, when so executed, shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenti- cated and delivered hereunder and are entitled to the bene- fits of this resolution. Section 6. The District hereby covenants that, so long as any of the Bonds shall be outstanding and unpaid, it will at all times have a paying agent for the payment of the prin- cipal of and the interest on the Bonds in Los Angeles, Cali- fornia. The Auditor of the District shall make such credit arrangements with such paying agent as may be necessary to assure, to the extent of the moneys held for such payment, the prompt payment of the principal of, and interest on, the -15- • • Bonds. The District may at any time remove any paying agent and any successor thereto, and appoint a successor thereto. The paying agent of the District is hereby appointed as registration agent of the District to act as registrar of the Bonds. The registration agent will keep or cause to be kept at its principal corporate trust office in Los Angeles, Cali- fornia, sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the District; and, upon presentation for such purpose, the registration agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as herein- after provided. Any Bond may, in accordance with its terms, be trans- ferred upon the books required to be kept by the registration agent, by the person in whose name it is registered, in per- son or by his duly authorized attorney, upon surrender of such fully registered Bond to the registration agent for can- cellation, accompanied by delivery of a written instrument of transfer in a form approved by the registration agent, duly executed. Whenever any Bond or Bonds shall be surrendered for transfer, the registration agent shall authenticate and deliver a new fully registered Bond or Bonds, for a like aggregate principal amount. The registration agent shall require the payment by the person requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. -16- Bonds may be exchanged at the principal corporate office of the registration agent in Los Angeles, California for a like aggregate principal amount of Bonds of other authorized denominations, of the same maturity. The registration agent shall require the payment by the person requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. Section 7. Upon receipt of payment for any of the Bonds when the same shall have been duly sold by the District, the proceeds from the sale 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 a sum at least equal to any accrued interest and premium on the sale of the Bonds. (b) To the extent permitted by law, the Auditor of the District shall deposit such portion of the proceeds of sale of any series of the bonds in such fund or funds, if any, as is required by the supplemental resolution authorizing the issuance of such series of Bonds. (c) The Auditor of the District shall deposit the remainder of such proceeds in a separate fund to be known as the "Yorba Linda County Water District Improvement District No. 2 Water System Improvement Fund" (the "Improvement Fund"), to be held and accounted for by the District. Said proceeds shall be applied solely to the purposes and objects specified in the Bond Proposition set forth in the recitals -17- 0 0 herein; but when such purposes and objects shall have been accomplished, any balance remaining in the Improvement Fund shall be transferred to the Interest and Sinking Fund estab- lished pursuant to Section 8; and when such purposes and objects shall have been accomplished and the principal of and interest on the Bonds shall have been paid in full, any balance remaining in the Improvement Fund shall be trans- ferred to the general fund of the District and used for any proper purpose of the Improvement District. The Auditor of the District is hereby authorized, pursu- ant and subject to the provisions of Article 11 of Chapter 2 of Part 2 of Division 4 of Title 2 of the Government Code of the State of California, in the discretion of the Auditor to transfer and deposit, at any time and from time to time, amounts in the Interest and Sinking Fund or the Improvement Fund to the Local Agency Investment Fund in the Treasury of the State of California; provided that, as long as any amount be so deposited in the Local Agency Investment Fund, each such amount shall be deemed to remain in all respects belong- ing to the Interest and Sinking Fund and/or the Improvement Fund, as the case may be, and the Auditor of the District shall so account for the respective fund to which each such amount belongs. Section 8. If the revenues of the Improvement District are, or in the judgment of the Board are likely to be, inade- quate to pay the interest on or principal of the Bonds as the -18- • same become due, or any other expenses or claims against the Improvement District, the Board shall either: (a) annually, at least fifteen days before the first day of the month in which the Board of Supervisors of orange County, California, is required by law to levy the amount of taxes required for county purposes, fur- nish to said Board of Supervisors, and to the Auditor of said County, respectively, in writing, (i) an estimate of the minimum amount of money required by the District from the Improvement District for the payment of the principal of or interest on the Bonds as the same become due, (ii) a description of the Improvement District, which is the improvement district benefited by incurring the indebtedness evidenced by the bonds, and (iii) an estimate of the minimum amount of money required by the Improvement District to meet all charges, claims, expen- ditures and expenses other than a bonded debt; in which event, as required by law, said Board of Supervisors shall annually until the Bonds are paid (or moneys for the payment of both the principal and interest thereof as the same respectively become due are otherwise pro- vided from revenues of the Improvement District and are then on deposit in the Interest and Sinking Fund), levy upon all the property within the Improvement District a tax sufficient to pay the annual interest on the bonds and also such part of the principal thereof as shall -19- become due before the time for fixing the next general county tax levy; or (b) (i) elect to fix its own rates of taxation by resolution, pursuant to Section 31702.1 of the Water Code of the State of California, ( ii) on or before Sep- tember 1 of each year fix the rates of taxation, based upon the written statement transmitted by the Auditor of said County to the board in such year showing the total value of all taxable property in the Improvement Dis- trict to be used by said County for taxation for such year, which rates of taxation shall be required for the payment of the principal of or interest on the Bonds as the same become due before the time for fixing the next general county tax levy and for each other purpose of the Improvement District for such year, making due allowance for delinquency as fixed by law or by the Board, and (iii) immediately certify said rates to said Auditor; which acts, as provided by law, shall be a valid assessment of the property and a valid levy of the taxes so fixed; or (c) provide for the assessment of all taxable prop- erty within the Improvement District and the levy and collection of taxes or standby charges thereon to pay the principal of and interest on the Bonds as the same become due, in any other manner provided by law. As currently provided by law, the Board of Supervisors of said County shall annually cause to be collected a tax -20- 0 0 sufficient to pay the annual interest on the Bonds and also such part of the principal thereof as shall become due before the time for fixing the next general county tax levy, such tax to be known as "Yorba Linda County Water Improvement Dis- trict No. 2 Bond Tax". Taxes for the payment of the interest on or principal of the bonds shall be levied upon all the taxable property within the Improvement District and all such taxes shall be collected at the same time and in the same manner and form as county taxes are collected, and when col- lected shall be paid to the District, for deposit into a fund which is hereby established and designated "Yorba Linda County Water District Improvement District No. 2 1979 Water Bond Interest and Sinking Fund" (the "Interest and Sinking Fund"). The moneys in the Interest and Sinking Fund shall be used (and transferred to the paying agents for the bonds as required) for the sole purpose of paying the principal of and interest on the bonds. There shall likewise be deposited in said fund all moneys provided from revenues of the improve- ment District for the payment of the principal of and inter- est on the bonds. All such taxes for the payment of the bonds or the interest thereon shall be a lien on all the tax- able property in the territory comprising the Improvement District and said taxes shall be of the same force and effect as other liens for taxes and their collection shall be enforced by the same means as provided for the enforcement of liens for state and county taxes. -21- 0 0 Section 9. If the District shall (a) deposit in the Interest and Sinking Fund, at or before maturity, money or United States Treasury notes, bonds, bills or certificates of indebtedness or securities for which the faith and credit of the United States are pledged or general obligation bonds of the State of California in the necessary amount to pay or redeem outstanding Bonds (whether upon or prior to their maturity or the redemption date of such Bonds), and (b) if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided herein and in any applicable supplemental resolution, or pro- visions satisfactory to the Board shall have been made for the giving of such notice; then all obligations of the Dis- trict under this resolution and all liability of the District in respect of such Bonds appertaining thereto shall cease, determine and be completely discharged; except that the holders thereof shall thereafter be entitled only to payment out of the money, bonds or other securities so deposited in the Interest and Sinking Fund. Section 10. The Board covenants with the holders of all Bonds at any time outstanding that it will make no use of the proceeds of the bonds which will cause the Bonds to be ",arbi- trage bonds" subject to federal income taxation by reason of Section 103(c) of the Internal Revenue Code of 1954, as amended. To that end, so long as any of the bonds are out- standing, the Board, with respect to the proceeds of the Bonds, shall comply with all requirements of said Section -22- 103(c) and all regulations of the United States Department of the Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. Subject to the foregoing, the Auditor of the District is herbey authorized to invest or cause to be invested any money held pursuant to this resolution in any legal investments for the District which mature at such time or times as may be required to satisfy the needs of the fund or funds from which such moneys are invested. Section ll. In consideration of the acceptance of the Bonds, the issuance of which is authorized hereunder, by those who shall hold the same from time to time, this resolu- tion shall be deemed to be and shall constitute a contract between the District and the registered owners from time to time of the Bonds and interest coupons appertaining thereto, and the representations set forth herein and the covenants and agreements herein set forth to be performed on behalf of the District shall be for the equal and proportionate bene- fit, security and protection of all registered owners of the Bonds authorized hereunder, without preference, priority or distinction as to security or otherwise of any of the Bonds authorized hereunder over any of the others by reason of time of issue, sale or negotiation thereof or otherwise for any cause whatsoever, and except as Bonds of various series may differ with respect to date, number, interest rates, maturity, redemption provisions or otherwise as expressly authorized hereunder. -23- Section 12. Resolution No. 79-13, as amended hereinabove shall henceforth govern the issuance of the bonds authorized pursuant thereto; provided, however, that said Resolution, as originally adopted on April 5, 1979, shall continue to have application to the Improvement District No. 2 1979 Water Bonds, Series A Bonds, as long as the same shall remain out- standing. PASSED AND ADOPTED this 19th day of April, 1984, by the following vote: AYES: Directors Paul Armstrong, Fred Clodt, Whit Cromwell, Howard Lindow, M. Roy Knauft, Jr. NOES: None ABSTAIN: None ABSENT: None [SEAL] ~YA 41 - Presiden-1 Of 'the Boa of-Directors of Yorba Linda County Water District Atte t: Sec tart' Yorba Linda County Water District -24- 0 0 SECRETARY'S CERTIFICATE I, Ralph Shook, 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 an adjourned regular meeting of the Board of Directors of said District duly and regularly held at the regular meeting place thereof on April 19, 19 84 , 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 Paul Armstrong, Fred Clodt, Whit Cromwell, Howard Lindow, M. Roy Knauft 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 adopted at said meeting; 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 April 19, 1984. Secrgetary of Yorba Lida County Water District ( SEAL! -25-