HomeMy WebLinkAboutCC RES 83-073RESOLUTION NO. 83- 73
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TUSTIN APPROVING MERGER OF TUSTIN WATER
WORKS CORPORATION WITH CITY OF TUSTIN WATER
CORPORATION
WHEREAS, the Boards of Directors of Tustin Water Works
Corporation and City of Tustin Water Corporation have respectively
determined that a merger of the two Corporations is in the best
interests of each Corporation; and
WHEREAS, the Boards of Directors of the respective
Corporations have approved and submitted to the City Council a form
of Agreement of Merger, dated as of September 1, 1983, to be entered
into by and between City of Tustin Corporation and Tustin Water Works
Corporation, the principal terms of which Agreement of Merger are as
follows: Tustin Water Works Corporation shall merge into City of
Tustin Water Corporation, and Tustin Water Works Corporation shall
the disappearing corporation and City of Tustin Water Corporation
shall be the surviving corporation; the articles and bylaws of City
of Tustin Water Corporation shall continue to be its articles and
bylaws after the merger; and the merger shall become effective upon
filing of the Agreement of Merger in the office o.f the Secretary of
State of California~ which filing shall occur not less than
twenty (20) days after said Agreement of Merger is submitted to the
Attorney General of the State of California and to such other persons
or entities as may be required by law and by .the articles of both
Corporations; and
WHEREAS, applicable law and the articles of each
Corporation provide in effect that the proposed merger shall not be
effective if it is disapproved by the City Council within thirty (30)
days of receipt of the proposed Agreement of Merger; and
WHEREAS, City of Tustin Water Corporation desires to issue
for and on behalf of the City of Tustin $4,500,000 in aggregate prin-
cipal amount of its bonds designated "City of Tustin'Water.
Corporation Lease Revenue Bonds, Series A," which issuance by City of
Tustin Water Corporation shall be made in reliance upon, among other
things, approval of the Agreement of Merger by the City Council.
BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL
OF THE CITY OF TUSTIN THAT the principal terms of the merger of
Tustin Water Works Corporation with City of Tustin water Corporation,
as set forth in the Agreement of Merger, be, and hereby are,
approved.
RESOLVED FURTHER that the form of the proposed Agreement of
Merger to be entered into by and between City of Tustin Water
Corporation and Tustin Water Works Corporation, with such changes,
additions and deletions thereto as may be approved by the respective
Presid.ents of said Corporations, be, and hereby is, approved.
RESOLVED FURTHER that the amendment to the bylaws of Tustin
Water Works Corporation to the extent necessary (if at all) to con-
form to the actions taken by the Board of Directors in approving the
merger be, and hereby are, approved.
RESOLVED FURTHER that the City Council hereby finds and
determines that its approval of the Agreement of Merger irrevocably
negates any ability' of the City Council hereafter to disapprove the
Agreement of Merger within said thirty (30) day period. This
approval by the City Council of the Agreement of Merger is declared
to be irrevocable, and City of Tustin Water Corporation, the Trustee
for the prospective purchasers of said bonds and the prospective pur-
chasers of said bonds may, in connection with the issuance and sale
of said bonds, rely upon this approval by the City Council of the
Agreement of Merger.
PASSED, APPROVED AND ADOPTED THIS 20th DAY OF SEPTEMBER, 1983.
Mayor
ATTEST:
STATE OF CALIFORNIA )
COUNTY OF 0 .RANGE ) ss..
CITY OF TUSTIN )
MARY E. WYNN, City Clerk and ex-officio Clerk of the City Council of
the City of Tustin, California, does hereby certify that the whole
number of the members of the City Council of the City of Tustin is
five; that the above and foregoing Resolution No. 83-73. ~ was duly and
regularly introduced, passed and adopted at an adjourned regular
meeting of the City Council held on the 20th day of September, 1983,
by the following vote:
AYES : COUNCILPERSONS:
NOES : COUNCILPERSONS:
ABSENT: COUNCILPERSONS:
City of Tust~n,· California
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