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HomeMy WebLinkAbout1984-04-19 - Resolution No. 84-06YORBA LINDA COUNTY WATER DISTRICT RESOLUTION NO. 84-06 SECOND SUPPLEMENTAL RESOLUTION AUTHOR- IZING THE ISSUANCE OF $10,000,000 PRIN- CIPAL AMOUNT OF YORBA LINDA COUNTY WATER DISTRICT IMPROVEMENT DIS'T'RICT NO. 2 1979 WATER BONDS, SERIES B; AND AUTHORIZING AND APPROVING THE FORM OF OFFICIAL STATE- MENT 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 supplemented or amended from time to time, (the "Master Resolution") auth- orizing 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 deter, mine; and WHEREAS, pursuant to the Master Resolution, the Board on April 5, 1979 adopted Resolution No. 79-14 (the "First Sup- plemental Resolution") authorizing the issuance of $1,005,000 principal amount of Series A Bonds; and WHEREAS, the Board adopted Resolution No. 81-06 on June 25, 1981, authorizing the issuance of not to exceed • s $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 $10,000,000 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 appli- cable provisions of law to adopt this resolution and issue its Series B Bonds and such Bonds, upon the issuance thereof, will be valid and legally binding general obligations of the Improvement District in accordance with their terms; and WHEREAS, pursuant to Government Code Section 53541, previously authorized Bonds may be issued at a maximum inter- est 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 brought 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; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Yorba Linda County Water District as follows: -2- • 0 Section 13.* A second series of Bonds is hereby issued pursuant to Government Code Section 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 aggregate amount of Series B Bonds which may be issued and outstanding under the Master Resolution and this resolution shall not exceed Ten Million Dollars ($10,000,000). The Series B Bonds shall be issued as fully registered Bonds without coupons, in denominations of $5,000 or any integral multiple thereof, and shall be numbered in consecutive numerical order from BR1 up. All of the Series B Bonds shall be dated May 1, 1984, 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. Such interest shall be payable semiannually on November 1 and May 1 in each year. The Series B Bonds shall mature on May 1 in each year and become payable in consecutive numerical order from lower to higher, as set forth in the following schedule: * Sections 1 to 12, inclusive, are contained in the Master Resolution, as amended by Resolution No. 84-05 , and incorpo- rated herein by reference, except as provided herein. -3- • • Maturity Date (May 1) Principal Amount 1986 205,000 1987 215,000 1988 235,000 1989 255,000 1990 280,000 1991 305,000 1992 335,000 1993 370,000 1994 400,000 2004 7,400,000 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 Corporate Agency Division of Bank of America National Trust and Savings Association in Los Angeles or San Francisco, California, which is hereby appointed paying agent of the District for the Series B Bonds (the "paying agent"). Section 14. Series B Bonds maturing by their terms on or before May 1, 1994, shall not be subject to redemption before their respective stated maturities. Series B Bonds maturing on May 1, 2004 shall be subject to mandatory redemp- tion without premium and by lot prior to their respective stated maturity, from mandatory sinking fund deposits made by the District, on May 1, 1995 and on each May 1 thereafter to and including May 1, 2004, in the years and principal amounts set forth in the following table, together with accrued interest to the date of redemption: -4- • Year Amount 1995 $445,000 1996 495,000 1997 545,000 1998 600,000 1999 670,000 2000 745,000 2001 830,000 2002 920,000 2003 1,020,000 2004 1,130,000 The Series B Bonds maturing May 1, 2004 are also subject to redemption on or after May 1, 1994, at the option of the District, as a whole or in part, on any interest payment date on or after May 1, 1994 from funds derived by the District from any source other than sinking fund deposits, at a redemption price equal to the principal amount thereof and interest accrued thereon to the date fixed for redemption plus a premium equal to one-fourth of one percent (1/4 of 1%) of such principal amount for each year or fraction thereof remaining between the date fixed for redemption and their stated maturity, except that in no event shall such premium exceed two and one-half percent (2 1/2%) of such principal amount. Section 15. The Series B Bonds and the certificate of authentication and registration 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 rates, interest payment and bond payment dates, denominations, maturity dates -5- 9 0 and redemption provisions shall be inserted therein in con- formity with this resolution and the resolution selling said Bonds to be adopted on or about April 19, 1984. Section 16. At any time after the adoption of this resolution, the District may execute and deliver all or any part of the $10,000,000 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 fac- simile signature each of the Series B Bonds on behalf of the District, and the Secretary or the Assistant Secretary is hereby authorized and directed to countersign by printed, lithographed or engraved facsimile signature each of the Series B Bonds and to impress or imprint by facsimile the official seal of the District on each of the Series B Bonds. The Series B Bonds shall then be delivered to the paying agent for authentication by it. Section 17. 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 accrued interest and premium received upon the sale of the Series B Bonds, sufficient to pay the interest becoming due and pay- -6- • • able and accruing on the Series B Bonds through and including February 1, 1985. (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 average 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 establish- ed pursuant to Section 7(c) of the Master Resolution. Section 18. Except as in this resolution hereinabove expressly provided, every term and condition contained in the Master Resolution, as amended, 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 omis- sions, variations and modifications thereof as may be appro- priate to make the same conform to this resolution. This resolution 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 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 underwriter is hereby adopted as the official statement describing the Series B Bonds. -7- Section 20. There is hereby created and established 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 the average annual debt service for the Series B Bonds (the "Reserve Require- ment") . If the amount in said fund falls below the Reserve Requirement said fund shall be restored by the inclusion of a sufficient amount of the next annual assessment in Improve- ment 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 allocated to said fund at the time of fixing the next annual assessement 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 became due and payable, whether at maturity or by reason of mandatory redemption pursuant to Section 14. In such event, the amount of such insufficiency shall be trans- ferred from the Bond Reserve Fund to the Interest and Sinking Fund, and used solely to pay interest and principal on the Series B Bonds. When, as and if the assessed valuation of the Improve- ment District, as shown of the secured property tax assess- -8- ment roll, is $150,000,000 0 or greater, the Board may in its discretion reduce the Reserve Requirement to an amount which it deems necessary for the above purposes, but which in no way will materially reduce the security for or impair the obligation of the Series B Bonds. When, as and if the asses- sed valuation of the Improvement District is sufficient to pay principal and interest on the Series B Bonds, at an ad valorem tax rate not-to-exceed twenty cents per $100 and mak- ing due allowance for tax delinquencies, then the Board may reduce the Reserve Requirement to zero. All amounts in ex- cess of the new Reserve Requirement fixed by the Board shall be transferred by the Auditor to the Improvement Fund to be expended in accordance with Section 7 of the Master Resolu- tion. Section 21. On or before April 30 of each year, begin- ning on April 30, 1995, the Auditor shall deposit in the interest and Sinking Fund an amount which, when added to the amount contained in said fund on that date, will be equal to the aggregate amount of the mandatory redemption to be made on the succeeding May 1 of such year. In the event that revenues or taxes shall in any year be insufficient to make the deposit then required, such deficiency shall be made up from the first available revenues and taxes in succeeding years, and the failure to make such payment in full shall not be deemed a default. All money in the Interest and Sinking Fund shall be withdrawn by the Auditor and transferred to the -9- • paying agent on or before May 1 of each year, beginning on May 1, 1995, for the redemption prior to maturity or payment at maturity of Series B Bonds maturing on May 1, 2004, as set forth in Section 14 above. Section 22. The District hereby covenants to the regis- tered owners of the Series B Bonds that it will observe all obligations and all remedies conferred upon it by that cer- tain agreement entitled "Agreement Re Sale of Series B Water Bonds of Improvement District No. 2 of Yorba Linda County Water District, Payment of Charges, Lien and Mortgage Rights with Power of Sale," dated January 19, 1984, by and between the District and C-W Associates ("C-W"), a California part- nership. The Agreement, which was recorded on January 23, 1984 in the Official Records of the County of Orange and con- stitutues a real covenant running with the "Subject Proper- ty", provides for the District to issue the Series B Bonds and to levy and collect certain standby charges upon unim- proved lands within the Improvement District No. 2 owned by C-W or their successors and assigns, in an amount which, in combination with ad valorem taxes, will be sufficient to pay "Bond Payments". For its part, C-W covenants, for itself and its successors and assigns, to pay both the ad valorem taxes and standby charges imposed on said property, and grants to the District a first lien and mortgage with power of sale enabling the District to foreclose upon said property in the event of default in the payment of said "Charges". -10- Section 23. This resolution is intended to be declara- tory of the provisions for issuance of the Series B Bonds as previously set forth in Resolution Nos. 81-06 and 81-19, as amended hereinabove. PASSED AND ADOPTED on April 19, 1984, by the following vote: AYES: Directors Paul Armstrong,Fred Clodt, Whit Cromwell, Howard Lindow, M. Roy Knauft NOES: None ABSTAIN: None ABSENT :None l President the Boao'o Directors of Yorba Linda County Water District [SEAL] At tes -.t /;Secr ary of Yorba Linda County Water District -11- SECRETARY'S CERTIFICATE I, Ralph Shook, secretary of the Yorba Linda County Water District, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at an ad- journed regular meeting of the Board of Directors duly and regularly held at the regular meeting place thereof on April 19, 1984, of which meeting all of the members of said Board had due notice and at which a majority thereof was present; and at said meeting said resultion was adopted by the follow- ing called vote: Ayes: Directors Paul Armstrong, Fred Clodt, Whit Cromwell Howard Lindow, M. Roy Knauft Noes : None Absent: None Abstain: 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 af- fixed the official seal of said District on April 19, 1984. XS'ecretary of the Yorba Linda County Water District -12-