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1992-25 Borrowing Funds, etc. . . . RESOLUTION NO. 92-25 RESOLUTION OF THE BOARD OF DIRECfORS OF THE CARDIFF SANITATION DISTRICT (1) AUTHORIZING THE BORROWING OF FUNDS FOR FISCAL YEAR 1992-1993 AND THE ISSUANCE OF 1992 TAX AND REVENUE ANTICIPATION NOTES THEREFOR, (2) APPROVING PRELIMINARY OFFICIAL STATEMENT CERTIFICATES PURCHASE AGREEMENT, LEITER OF CREDIT REIMBURSEMENT AGREEMENT AND PAYING AGENT AND SERVICING AGENT AGREEMENT RELATING TO SUCH NOTES AND (3) APPOINTING BOND COUNSEL RESOLVED, by the Board of Directors of the Cardiff Sanitation District, California as follows: WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of California, this Board (the "Board") has found and determined that borrowing is needed for the requirements of the Cardiff Sanitation District (the "District"), a Sanitation protection district duly organized and existing under the laws of the State of California, to satisfy obligations payable from the General Fund of the District, and that it is appropriate that said borrowing be undertaken at this time by the issuance of temporary notes therefor in anticipation of the receipt of taxes, revenue and other moneys to be received by the District for the General Fund of the District during or allocable to fiscal year 1992-1993; NOW, THEREFORE, the Board of Directors of the Cardiff Sanitation District hereby finds, determines, declares and resolves as follows: Section 1. Definitions. The following terms shall, for all purposes of this Resolution, have the following meanings unless the context shall clearly require some other meaning: "Authorized Investments" means those investments generally authorized for public agencies pursuant to Section 53601 of the Government Code, as now or hereafter amended, or, in the alterative, such of said investments which are specified in the final Official Statement. "Authorized Officers," when used with respect to the District, means the District Manager. "Board" means the Board of Directors of the Cardiff Sanitation District. "Certificates" means the Certificates of Participation executed and delivered pursuant to the Paying Agent and Servicing Agent Agreement. RP/04/CRO10-935WP51 (9/03/92-3) Book It 1-/ _t'age # l- 37 . . . "Certificates Purchase Agreement" means that certain Certificates Purchase Agreement, dated as of the Sale Date, by and among the Participants and the Underwriter, whereby the Underwriter is obligated to purchase the Certificates. "Code" means the Internal Revenue Code of 1986, as amended. "Date of Delivery" means the date on which the Certificates are delivered to the Underwriter. "Notes" means the Cardiff Sanitation District 1992 Tax and Revenue Anticipation Notes issued pursuant to this Resolution. "Participants" means the public agencies which are signatories to the Paying Agent and Servicing Agent Agreement. "Paying Agent" means U.S. Trust Company, acting as paying agent under the Paying Agent and Servicing Agent Agreement. "Paying Agent and Servicing Agent Agreement" means that certain Paying Agent and Servicing Agent Agreement, dated as of Date of Delivery, by and among the Participants and the Paying Agent. "Sale Date" means the date on which the Certificate Purchase Agreement is executed by an the parties thereto. "Underwriter" means Sutro & Company, Incorporated. Section 2. Limitation on Maximum Amount. The principal amount of Notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent (85 %) of the estimated amount of the uncollected taxes, revenue and other moneys of the District for the General Fund of the District attributable to fiscal year 1992-1993, and available for the payment of the Notes and the interest thereon (as hereinafter provided). Section 3. Issuance and Terms of Notes. Solely for the purpose of anticipating taxes, revenue and other moneys to be received by the District for the General Fund of the District during or allocable to fiscal year 1992-1993, and not pursuant to any common plan of financing, the District hereby determines to and shall borrow the aggregate principal sum of not to exceed $1,500,000. Such borrowing shall be by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State of California, designated "Cardiff Sanitation District 1992 Tax and Revenue Anticipation Notes", which are expected to be issued as a single note numbered R -1, to be in the denomination of not to exceed $1,500.,000, to be dated the Date of Delivery, to mature (without option of prior redemption) on November 1, 1993, and to bear interest, payable at maturity and computed on a 30-day monthj360-day year basis, at the rate determined in accordance with the RP/03/CRO10-935WP51 (9/02/92-2) Book" if /3& _i"&@e II . . . Certificates Purchase Agreement. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America, at the principal corporate trust office of the Paying Agent in Los Angeles, California. Section 4. Form of Notes. The Notes shall be issued in registered form, without coupons, shall be registered in the name of the Paying Agent, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the General Fund of the District and used and expended by the District for any purpose for which it is authorized to expend funds from the General Fund of the District. Section 6. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the District for the General Fund of the District for the fiscal year 1992-1993. As security for the payment of the principal of and interest on the Notes, the District hereby pledges (a) of the first "unrestricted moneys", as hereinafter defined, to be received in the month of January, 1993, an amount equal to 50% of the principal amount of the Notes, and (b) of the first unrestricted moneys to be received in the May, 1993, an amount equal to 50% of the principal amount of the Notes, plus an amount sufficient to pay the interest to become due on the Notes at maturity (all such pledged amounts described in clauses (a) and (b) above being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the County Treasurer on behalf of the District to permit the deposit in the Repayment Fund, as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. As further security for payment of the principal of and interest on the Notes, the District hereby grants to the Paying Agent a first hen on all moneys in the Repayment Fund, and all such moneys shall be considered part of the Pledged Revenues. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the General Fund of the District and which are generally available for the payment of current expenses and other obligations of the District. The Pledged Revenues will not be pledged to secure any indebtedness other than the Notes. RP/03/CRO10-935WP51 (9/02/92-2) Book t L_rase t ßi . .. . Section 7. Payine Aeent and Servicine A2ent Aereement. Pursuant to the Paying Agent and Servicing Agent Agreement, the Notes shall be delivered and placed in trust with the Paying Agent, which will execute and deliver certificates of participation in the Notes under and pursuant to the provisions of the Paying Agent and Servicing Agent Agreement, which Paying Agent and Servicing Agent Agreement is hereby approved. The Authonzed Officers are hereby separately authorized and directed on behalf of the District to execute and deliver the Paying Agent and Serving Agent Agreement, substantially in the form presented at this meeting, together with such changes or modifications therein as the Authorized Officers may approve as appropriate to carry out the purposes of this Resolution, which approval shall be evidenced by the execution of the Paying Agent and Servicing Agent Agreement. Section 8. Repayment Fund. There is hereby created a special fund to be held by the County Treasurer designated the "1992 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the Paying Agent, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund may periodically be transferred to the District's General Fund. From the date this Resolution takes effect, all Pledged Revenues shall, during the months in which received, be deposited in the Repayment Fund. On the date on which payment is required on the Notes, the moneys in the Repayment Fund shall be transferred to the Paying Agent as registered owner of the Notes for remittal in accordance with the Paying Agent and Servicing Agent. Agreement. Any moneys remaining in the Repayment Fund after such payments have been made, or provision for such payments have been made, shall be transferred to the District's General Fund. Section 9. Deposit and Investment of Fund. All moneys, held by the County Treasurer in the Repayment Fund, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, to the greatest extent possible, be invested in Authorized Investments, and the proceeds of any such investments shall be deposited in the Repayment Fund. RP/03/CRO10-935WP51 (9/02/92-2) Book II 'I /'10 __.t'&ge # . . . . Section 10. No Arbitra2e: Tax Exemption. The District shall not take, nor permit nor suffer to be taken by the Paying Agent or otherwise, any action with respect to the proceeds of the Notes, which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of the issuance of the Notes, would have caused the Notes to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and Regulations promulgated thereunder. In addition, the District shall not take, nor permit nor suffer to be taken by the Paying Agent or otherwise, any action which would cause the interest on the Notes to be subject to Federal income taxation under the Code. Section 11. Small Issuer Exemption from Rebate Requirements. In accordance with section 148(f)(4)(D) of the Code, the District covenants that it is a governmental unit with general taxing powers; that the Notes are not private activity bonds as defined in section 141 of the Code; that ninety-five percent (95%) or more of the proceeds of the Notes are to be used for local governmental activities of the District (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the District), and that the aggregate face amount of all the tax-exempt obligations (other than private activity bonds as defined in section 141 of the Code) issued by the District, including all subordinate entities of the District, during the calendar year 1992 will not exceed $5,000,000 excluding, however, tax- exempt obligations which are not outstanding on the date of delivery of the Notes. Section 12. Federal Guarantee Prohibition. The District shall take no action nor permit nor suffer any action to be taken if the result of the same would be to cause the Notes to be "federally guaranteed" within the meaning of section 149(b) of the Code. Section 13. Execution of Notes. The Authorized Officers are hereby separately authorized to execute the Notes by manual or facsimile signature, and the Secretary is hereby authorized to countersign the same by manual or facsimile signature and to affix the seal of the District thereto either manually or by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 14. Covenants and Warranties. It is hereby covenanted and warranted by the District that all representations and recitals contained in this Resolution are true and correct, and that the District and its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenues and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. RP/03/CRO10-935WP51 (9/02/92-2) if ._.t'&ge " /'1/ Book 1/ . . . Section 15. Sale of Certificates. The Certificates are hereby authorized to be sold to the Underwriter pursuant to the terms of a Certificates Purchase Agreement relating to the Notes, to be presented to the District by the Underwriter. The Authorized Officers are hereby separately authorized to execute said Certificates Purchase Agreement and the Secretary is hereby authorized to attest to such Authorized Officer's signature and to affix the seal of the District thereto, so long as the interest rate on the Notes does not exceed six percent (6%) and so long as the Underwriter's discount on the Certificates does not exceed one quarter of one percent (1/4%). Section 16. Letter of Credit: Letter of Credit Reimbursement Aueement. The Certificates will be secured in part by an irrevocable letter of credit to be issued by Banca Nazionale Del Lavoro, Los Angeles Branch (Overseas) (the "Bank") pursuant to a letter of credit and reimbursement agreement (the "Reimbursement Agreement") by and among the Bank, the Paying Agent and the Participants, and the Authorized Officers are hereby separately authorized to execute the Reimbursement Agreement and the Secretary to attest such Authorized Officer's signature, such Reimbursement Agreement to be substantially the same as that customarily used on similar transactions. Section 17. Execution of Closin2 Documents. The Authorized Officers are separately authorized and directed to execute such certificates, agreements and other closing documents as are necessary to. consummate the transactions contemplated by this Resolution. Section 18. Appointment of Bond Counsel. Jones Hall Hill & White, A Professional Law Corporation, is hereby approved as Bond Counsel for the issuance of the Notes. Section 19. District Approval of Preliminary Official Statement. The Board hereby approves the Preliminary Official Statement in the form on file with the Secretary. The Authorized Officers are hereby separately authorized to execute a Certificate to the effect that the facts contained in the Preliminary Official Statement are true and correct in all material respects and the Preliminary Official Statement omits no statement of a material fact necessary to make the Preliminary Official Statement not misleading in light of the circumstances under which it was made, provided, however, that the Preliminary Official Statement does not contain final interest rates with respect to the Notes and that amounts set forth therein are subject to change. Authorized Officers are also hereby separately authorized to approve corrections and additions to the Preliminary Official Statement, acting with the advice of the Underwriter and bond counsel, by supplement or amendment thereto, or otherwise as may be appropriate, provided either that any such corrections or additions shall be necessary to cause the information contained in the Preliminary Official Statement to conform with facts material to the Notes or to requirements of proceedings of this District, or that such corrections or additions as are of form rather than of substance. RP/03/CRO10-935WP51 (9/02/92-2) 'i -J"'&ge # 1'/:2- Book II . . . The Authorized Officers are hereby separately authorized to execute a certificate evidencing their determination, on behalf of the District, that such Authorized Officer deems final within the meaning of Rule 15c2-12 of the Securities Act of 1934, the Preliminary Official Statement. Section 20. Distribution of Preliminary Official Statement. The Underwriter is authorized and directed to cause the Preliminary Official Statement and Request for Proposal to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing Certificates described and offered for sale therein. The Underwriter is also authorized to distribute the Final Official Statement to the purchasers of the Certificates of Participation. Section 21. General. The Authorized Officers are hereby separately authorized, empowered and instructed to execute, attest and deliver such additional documents as may be necessary or desirable to effectuate the purposes of this Resolution. *************************** The foregoing Resolution was passed and adopted by the Board of Directors of the Cardiff Sanitation District, California, at a meeting thereof duly held on the 8th day of September, 1992 by the following vote of the members thereof. AYES: Directors: Davis, Rano, Omsted, Slater, Wiegand NOES: Directors: None ABSENT: Directors: None ~ ohn Davis, Chairman of the Board Cardiff Sanitation District I ~!!- District Clerk RP/03/CRO10-935WP51 (9/02/92-2) Book it if ._i"'&ge # 1'/3 . . . EXHIBIT A CARDIFF SANITATION DISTRICT 1992 TAX AND REVENUE ANTICIPATION NOTE NO. $1,500,000 Date: November 2, 1992 FOR VALUE RECEIVED, the Cardiff Sanitation District (the "District"), State of California, acknowledges itself indebted to and promises to pay to U.S. Trust Company, at its office in Los Angeles, California, (the "Paying Agent") the principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) in lawful money of the United States of America, on November 2, 1993, together with interest thereon, computed on a 30-day month, 360-day year basis, at the rate of PERCENT ( %) per annum in like lawful money from the date hereof until payment in full of said principal sum. Both the principal of and interest on this Note shall be payable only upon surrender of this Note as the same shall fall due; provided, however, that no interest shall be payable for any period after maturity during which the Paying Agent fails properly to present this Note for payment. RP/03/CRO10-935WP51 (9/02/92-2) Book It { ~.t"a8e II Iff . . . It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), all of like tenor, issued pursuant to the provisions of Resolution No. 92-25 of the Board of Directors of the District duly passed and adopted on September, 1992, and pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in regular and due time, form and manner as required by law, and that this Note, together will all other indebtedness and obligations of the District, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the District for the General Fund of the District for the fiscal year 1992-1993. As security for the payment of the principal of and interest on the Notes, the District has pledged, As security for the payment of the principal of and interest on the Notes, the District hereby pledges (a) of the first "unrestricted moneys", as hereinafter defined, to be received in the month of January, 1993, an amount equal to 50% of the principal amount of the Notes, and (b) of the first unrestricted moneys to be received in the May, 1993, an amount equal to 50% of the principal amount of the Notes, plus an amount sufficient to pay the interest to become due on the Notes at maturity (all such pledged amounts described in clauses (a) and (b) above being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge on the Pledged Revenues and shall be payable from the Pledged Revenues, and to the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the General Fund of the District and which are generally available for the payment of current expenses and other obligations of the District. RP/03/CROI0-935WP51 (9/02/92-2) Book II 'I /'16 ._.t'&ae II . . . IN WITNESS THEREOF, the Cardiff Sanitation District has caused this Note to be executed by the manual signature of the of the District and countersigned by the facsimile signature of the Secretary of the District, and caused its official seal to be reproduced in facsimile hereon all as of this - day of . 1992. CARDIFF SANITATION DISTRICT DIS1RICf MANAGER (S E A L) Countersigned: Secretary RP/04/CRO10-935WP51 (9/03/92-3) 1 1'/1, _t'&ge 11 Book 1/