HomeMy WebLinkAboutResolution 1991 - 0046RESOLUTION NO.91-46-5
APPROVING CAPITAL IMPROVEMENT PROGRAM
1990-92 SERIES B CERTIFICATES OF
PARTICIPATION,PURSUANT TO DISTRICTS’
ADOPTED LONG-RANGE FINANCIAL PLAN AND
AGREEMENTS RELATED THERETO
A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY
SANITATION DISTRICT NO.5 OF ORANGE COUNTY,CALIFORNIA,
AUTHORIZING THE PREPARATION,EXECUTION AND DELIVERY OF
CERTIFICATES OF PARTICIPATION (CAPITAL IMPROVEMENT
PROGRAM,1990-92 SERIES B),APPROVING A TRUST AGREEMENT,
AGREEMENT FOR ACQUISITION AND CONSTRUCTION,ASSIGNMENT
AGREEMENT,PURCHASE CONTRACT,PRELIMINARY OFFICIAL
STATEMENT AND THE DISTRIBUTION THEREOF,AND CERTAIN
ACTIONS IN CONNECTION THEREWITH
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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 “Project”)in conjunction with
County Sanitation District Nos.1,2,3,5,6,7 and 11 of Orange
County,California (collectively,the “Participating Districts”);
and
WHEREAS,the Participating Districts propose to finance
the acquisition,construction and installation of the Project;and
WHEREAS,it has been proposed that the District in
concert with the Participating Districts acquire,construct and
install the Project pursuant to an Agreement for Acquisition and
Construction,dated as of May 1,1991,by and among the
Participating Districts (the “Acquisition Agreement”),the proposed
form of which has been presented to this Board of Directors,
pursuant to which the Participating Districts 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 Commerce Bank National Association,as trustee
(the “Trustee”)pursuant to an Assignment Agreement,dated as of
May 1,1991,by and among the Participating Districts and the
Trustee (the “Assignment Agreement”),the proposed form of which
has been presented to this Board of Directors;and
WHEREAS,the Participating Districts have each determined
that it would be in the best interest of each District and the
Participating Districts to authorize,pursuant to the Trust
Agreement,dated as of May 1,1991,among the Trustee and the
Participating 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 B)in
an aggregate principal amount not to exceed $125,000,000 (the
“Certificates”),which Certificates evidence and represent direct
and proportionate interests in the Principal Components and
Interest Components of the Installment Payments;and
WHEREAS,it has been proposed that Merrill Lynch &Co.
(the “Underwriter”)purchase the Certificates pursuant to a
Certificate Purchase Agreement among the Underwriter and the
Participating Districts (the “Purchase Contract”),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 and the Purchase Contract,in
the forms presented to this Board of Directors,are hereby
approved.The Chairman or Chairman pro tempore and the Board
Secretary or a Deputy Board 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
(i)approved in accordance with Section 3 hereof,such approval to
be conclusively evidenced by the execution and delivery thereof or
(ii)recommended or approved by Special Counsel to the
Participating Districts and approved by such officers,such
approval to be conclusively evidenced by the execution and delivery
thereof.
)2
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
Participating 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 Participating
Districts shall not exceed $125,000,000;
(b)the interest rate with respect to the
Certificates shall not exceed 8.00%;
(c)the final Installment Payment of the District under
the Acquisition Agreement shall be due and payable
not later than August 1,2016;
(d)the Underwriter’s discount (excluding any original
issue discount)under the Purchase Contract shall
not exceed 1.05%of the aggregate principal amount
of the Certificates;and
(e)if the Manager shall decide to obtain municipal
bond insurance with respect to all or any portion
of the financing,the premium for such insurance
shall not exceed .75%of the payments insured.
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,with such additions
thereto and changes therein as are consistent with this Resolution
and the limits prescribed herein and recommended 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.
)3
Section 6 That this Board of Directors hereby appoints
Texas Commerce Bank National Association as the Trustee under the
Trust Agreement.
Section 7 The Chairman,Chairman pro tempore,Board
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 8 This Resolution shall take effect inunediately
upon its adoption.
PASSED AND ADOPTED at a regular meeting held April 10,
1991.
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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.5 of Orange County,California,do hereby certify that
the foregoing Resolution No.91—46-5 was passed and adopted at a regular
meeting of said Board on the 10th day of April,1991,by the following vote,
to wit:
AYES:Evelyn Hart,Chairman,Phil Sansone,Roger R.Stanton
NOES:None
ABSENT:None
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official
seal of County Sanitation District No.5 of Orange County,California,this
10th day of April,1991.
Rita J.Brown,Secretary
Board of Directors of County
Sanitation District No.5
of Orange County,California