HomeMy WebLinkAboutResolution 1990 - 0167RESOLUTION NO.90-167-7
APPROVING:CAPITAL IMPROVEMENT PROGRAM
1990-92 SERIES —A—CERTIFICATES OF
PARTICIPATION,PURSUANT TO DISTRICTS’
ADOPTED LONG-RANGE FINANCIAL PLAN
A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY
SANITATION DISTRICT NO.7 OF ORANGE COUNTY,CALIFORNIA,
AUTHORIZING THE PREPARATION,EXECUTION AND DELIVERY OF
CERTIFICATES OF PARTICIPATION (CAPITAL IMPROVEMENT
PROGRAM,1990-92 SERIES A)TO BE ISSUED BY THE JOINT
DISTRICTS;APPROVING A TRUST AGREEMENT,AGREEMENT FOR
ACQUISITION AND CONSTRUCTION,ASSIGNMENT AGREEMENT,
PURCHASE CONTRACT,REMARKETING AGREEMENT,REIMBURSEMENT
AGREEMENT,PRELIMINARY OFFICIAL STATEMENT AND THE
DISTRIBUTION THEREOF,AND CERTAIN ACTIONS IN CONNECTION
THEREWITH;AND APPOINTING NATIONAL WESTMINSTER BANK PLC,
SAN FRANCISCO OVERSEAS BRANCH,AS LETTER OF CREDIT BANK
AND TEXAS COMMERCE BANK NATIONAL ASSOCIATION AS TRUSTEE
WHEREAS,this County Sanitation District of Orange County,California (the
“District”)proposes to acquire,construct and install certain improvements to
joint facilities and certain other public improvements (the “Projects”)in
conjunction with each of the other County Sanitation Districts that are parties
and signatories to that certain Joint Administrative Organization agreement
dated July 1,1985 (the “Joint Districts”);and
WHEREAS,County Sanitation District Nos.1,2,3,5,6,7,11,13 and 14 of
Orange County,California (the “Joint Districts”)propose to finance the
acquisition,construction and installation of the Projects;and
WHEREAS,it has been proposed that the District in concert with-the Joint
Districts acquire,construct and install the Projects pursuant to an Agreement
for Acquisition and Construction,dated as of November 1,1990,by and among the
Joint Districts (the “Acquisition Agreement”),the proposed form of which has
been presented to this Board of Directors,pursuant to which the Joint Districts
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•will agree to make certain installment payments (the “Installment Payments”)in
connection therewith;and
WHEREAS,it has been proposed that the District grant,assign and transfer
all of its rights to receive the Installment Payments to Texas Coninerce Bank
National Association,as trustee (the “Trustee”)pursuant to an Assignment
Agreement,dated as of November 1,1990,by and among the Joint Districts and
the Trustee (the “Assignment Agreement”),the proposed form of which has been
presented to this Board of Directors;and
WHEREAS,the Joint Districts have each determined that it would be in the
best interest of each District and the Joint Districts and the residents within
each District and the Joint Districts to authorize,pursuant to the Trust
Agreement,dated as of November 1,1990,among the Trustee and the Joint
Districts (the “Trust Agreement”),the proposed form of which has been presented
to this Board of Directors,the preparation,execution and delivery by the
•Trustee of Certificates of Participation (Capital Improvement Program,1990—92
Series A)In an aggregate principal amount not to exceed $100,000,000 (the
“Certificates”),which Certificates evidence and represent direct and
proportionate interests in the Principal Components and Interest Components of
the Installment Payments;and
WHEREAS,in order to secure the payment of principal and interest with
respect to the Certificates,it has been proposed that each of the Di~tricts or
the Joint Districts obtain a Letter of Credit to be issued by National
Westminster Bank PLC,San Francisco Overseas Branch (the “Bank”)pursuant to the
terms and conditions set forth in the Reimbursement Agreements,dated as of
November 1,1990,among the Joint Districts and the Bank or between each of the
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Districts and the Bank (the “Reimbursement Agreement”),the proposed form of
which has been presented to this Board of Directors;and
WHEREAS,it has been proposed that Merrill Lynch Capital Markets (the
“Underwriter”)purchase the Certificates pursuant to a Certificate Purchase
Agreement among the Underwriter and the Joint Districts (the “Purchase
Contract”),the proposed form of which has been presented to this Board of
Directors;and
WHEREAS,to facilitate the remarketing of the Certificates,it has been
proposed that the Joint Districts enter into a Remarketing Agreement,dated as
of November 1,1990 by and among the Joint Districts and Merrill Lynch Capital
Markets as Remarketing Agent (the “Remarketing Agreement”)the proposed form of
which has been presented to this Board of Directors;and
WHEREAS,there has been presented to this Board of Directors a Preliminary
Official Statement relating to the Certificates (the “Preliminary Official
Statement”);and
WHEREAS,it is proposed that the terms of the financing contemplated by the
foregoing shall be subject to the limitations set forth herein;and
WHEREAS,this District has determined that it is in the best interest of
this District and the residents within the District to approve the Preliminary
Official Statement and authorize and approve the transactions contemplated
thereby;and
NOW,THEREFORE,the Board of Directors of the District does hereby resolve
as follows:
Section 1 That the Trust Agreement,the Acquisition Agreement,the
Assignment Agreement,the Purchase Contract,the Remarketing Agreement,and the
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•Reimbursement Agreement,in the forms presented to this Board of Directors,are
hereby approved.The Chairman or Chairman pro tempore and the Secretary or an
Assistant Secretary are authorized and directed for and in the name of the
District to execute and deliver said agreements.The agreements shall be
executed in the forms hereby approved,with such additions thereto and changes
therein as are (1)approved in accordance with Section 3 hereof,such approval
to be conclusively evidenced by the execution and delivery thereof or (ii)
reconrnended or approved by Special Counsel to the Joint Districts and approved
by such officers,such approval to be conclusively evidenced by the execution
and delivery thereof.
Section 2 That this Board of Directors hereby authorizes the preparation,
execution and delivery of the Certificates in accordance with the terms and
provisions of the Trust Agreement (as executed and delivered).
Section 3 The agreements referred to in Section 1 of this Resolution
shall,when executed and delivered pursuant to Section 1 of this Resolution,
contain such additions and changes as shall have been approved by the General
Manager of the Joint Districts (or,in the absence of the General Manager,the
Director of Finance)(the “Manager”),subject to the following limitations:
(a)the aggregate principal amount of the Certificates executed and
delivered by the Joint Districts shall not exceed $100,000,000,and the
aggregate principal amount of the Installment Payments of this District
shall not exceed the amount set forth with respect to this District in
the following schedule:
District No.Principal Amount
1 ..........$9,260,000
2 ..........$26,250,000
3 ..........$28,370,000
5 ..........$8,480,000
6 ..........$6,920,000
7 ..........$9,810,000
11 ..........$8,570,000
13..........$340,000
14 ..........$2,000,000
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(b)the initial interest rate with respect to the Certificates shall not
exceed 8.00%;
(C)the annual fee to the Bank shall not exceed 0.30%per annum of the
stated amount of such Letter of Credit;
(d)the final Installment Payment of this District under the Acquisition
Agreement shall be due and payable not later than August 1,2015;and
(e)the Underwriter’s discount (excluding any original issue discount)
under the Purchase Contract shall not exceed .595%of the aggregate
principal amount of the Certificates.
Section 4 The Preliminary Official Statement presented to this Board of
Directors is hereby approved,and the distribution of said Preliminary Official
Statement (with such additions and changes as are consistent with this
Resolution and the limits prescribed herein and approved by the Manager)to
prospective purchasers of the Certificates is hereby approved.
Section 5 The Chairman or Chairman pro tempore is authorized and directed
to execute and deliver a final Official Statement in accordance with the
Purchase Contract in substantially the form of the Preliminary Official
Statement,and such additions thereto and changes therein as are consistent with
this Resolution and the limits prescribed herein and recomended or approved by
Special Counsel to the Districts and approved by such officers and employees,
such approval to be conclusively evidenced by the execution and delivery
thereof.
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Section 6 That this Board of Directors hereby appoints Texas Cormierce Bank
National Association as the Trustee under the Trust Agreement.
Section 7 That this~Board of Directors hereby appoints National
Westminster Bank PLC,San Francisco Overseas Branch,as the Letter of Credit
bank.
Section 8 Nothwithstanding the foregoing,at the direction of the Manager,
the District may substitute for National Westminster Bank PLC,San Francisco
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Overseas Branch,an alternate Letter of Credit bank and enter into a
reimbursement agreement with such alternate bank provided that such alternate
bank has credit ratings similar to or better than National Westminster Bank PLC,
and the annual fee shall not exceed the amount authorized by Section 3(c.)above.
Section9 The Chairman,Chaiman pro tempore,Secretary and any other
officer,official or member of the staff of the District is each authorized and
directed,jointly and severally,to do any and all things and to execute and
deliver any and all documents which they may deem necessary and advisable in
order to effectuate the purposes of this Resolution,and such actions previously
taken by such officers are hereby ratified and confirmed.
Section 10 This Resolution shall take effect ininediately upon its adoption.
PASSED AND ADOPTED at a regular meeting held November 14,1990.
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STATE OF CALIFORNIA)
)SS.
COUNTY OF ORANGE )
I,RITA J.BROWN,Secretary of the Board of Directors of County
Sanitation District No.7 of Orange County,California,do hereby certify that
the foregoing Resolution No.90—167—7 was passed and adopted at a regular
meeting of said Board on the 14th day of November,1990,by the following
vote,to wit:
AYES:Don E.Smith,Chairman,John C.Cox,Jr.,Richard B.Edgar,Dan.
Griset,Don R.Roth,James A.Wahner
NOES:None
ABSENT:Sally Anne Sheridan
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official
seal of County Sanitation District No.7 of Orange County,California,this
14th day of November,1990.
Rita J.Brown,Secr.etary
Board of Directors of County
Sanitation District No.7
of Orange County,California