Loading...
HomeMy WebLinkAboutResolution 1992 - 0088RESOLUTION NO.92-88-7 APPROVING:CAPITAL IMPROVEMENT PROGRAM 1990-92 SERIES C CERTIFICATES OF PARTICIPATION FINANCING PURSUANT TO DISTRICTS’ADOPTED LONG-RANGE FINANCIAL PLAN,AND AGREEMENTS RELATED THERETO 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,199 0-92 SERIES C),APPROVING A TRUST AGREEMENT, AGREEMENT FOR ACQUISITION AND CONSTRUCTION,ASSIGNMENT AGREEMENT,SWAP AGREEMENT,MUTUAL BENEFIT ADVANCES AGREEMENT,PRELIMINARY OFFICIAL STATEMENT AND THE DISTRIBUTION THEREOF,PURCHASE CONTRACT,AND CERTAIN ACTIONS IN CONNECTION THEREWITH ******** 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”)individually and in conjunction with County Sanitation District Nos.1,2,3,6,7 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 other Participating Districts acquire,construct and install the Project pursuant to an Agreement for Acquisition and Construction,dated as of July 1,1992,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 State Street Bank and Trust Company of California, N.A.,as trustee (the “Trustee”)pursuant to an Assignment Agreement,dated as of July 1,1992,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,it has been proposed that the District authorize,pursuant to a Trust Agreement,dated as of July 1,1992, 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 fixed rate Certificates of Participation (the “Fixed Rate Certificates”)or variable rate Certificates of Participation (the “Variable Rate Certificates”)or both (collectively,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 the District,in concert with the other Participating Districts,enter into a Master Interest Exchange Agreement,dated as of July 1,1992,between Merrill Lynch Capital Services,Inc.(“MLCS”)and the Participating Districts (the “Swap Agreement”),pursuant to which the Participating Districts and MLCS may from time to time enter into one or more transactions (each,a “Rate Swap Transaction”),the proposed form of which Swap Agreement has been presented to this Board of Directors;and WHEREAS,it has been proposed that this District,in concert with the Participating Districts,enter into a Mutual Benefit Advances Agreement,dated as of July 1,1992,by and among the Participating Districts (the “Advances Agreement”)(sometimes referred to as a “cross—collateralization agreement”),pursuant to which the Participating Districts agree to make certain advances of funds as needed to meet payment obligations of the other Participating Districts in connection with the delivery of the Certificates,the proposed form of which Advances Agreement 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,in order to secure the payment of principal and interest with respect to the Certificates,the Participating Districts may enter into a letter of credit,liquidity facility or similar arrangement (the “Liquidity Facility”)to be issued by one or more liquidity providers (the “Liquidity Provider”)pursuant to the terms and conditions set forth in a reimbursement or similar agreement among the Participating Districts and the Liquidity Provider (the “Reimbursement Agreement”);and 2 WHEREAS,in order to secure the payment of principal and interest with respect to the Certificates,the Participating Districts may obtain municipal bond insurance;and WHEREAS,to facilitate the remarketing of the Certificates,the Participating Districts may enter into a Remarketing Agreement,dated as of July 1,1992 by and among the Participating Districts and Merrill Lynch,Pierce,Fenner &Smith, Incorporated as Remarketing Agent (the “Remarketing Agreement”), the proposed form of which has been presented to this Board of Directors;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,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 District No.7 does hereby resolve as follows; Section 1 That the Trust Agreement,the Acquisition Agreement,the Assignment Agreement,the Swap Agreement,the Advances Agreement,the Purchase Contract and the Remarketing Agreement,in the forms presented to this Board of Directors,are hereby approved.The Chairman or Chairman pro tempore and the Board Secretary or an Assistant Board Secretary are authorized 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 4 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. Section 2 That this Board of Directors hereby authorizes the preparation,negotiation,execution and delivery of the Reimbursement Agreement.The Chairman or Chairman pro tempore and the Board Secretary or an Assistant Board Secretary are authorized for and in the name of the District to execute and deliver said agreement.The agreement shall be executed with such 3 S.. terms as are (i)approved in accordance with Section 4 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. Section 3 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 4 The agreements referred to in Section 1 and Section 2 of this Resolution shall,when executed and delivered pursuant hereto,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 agreements executed and delivered by the Districts shall authorize Fixed Rate Certificates and/or Variable Rate Certificates as determined by the Manager; (b)the aggregate principal amount of the Certificates executed and delivered by the Participating Districts pursuant hereto shall not exceed $98,500,000; (c)the interest rate with respect to the Fixed Rate Certificates shall not exceed 7.50%and the initial interest rate with respect to the Variable Rate Certificates shall not exceed 7.00%; (d)the annual fee to the Liquidity Provider,which provider shall be selected by the Manager,.shall not exceed 0.40%per annum of the stated amount of such Liquidity Facility; (e)the final Installment Payment of the District under the Acquisition Agreement shall be due and payable not later than December 2017; (f)the Underwriter’s discount (excluding any original issue discount)under the Purchase Contract shall not exceed (i)0.95%of the aggregate principal amount of the Fixed Rate Certificates and (ii) 0.55%of the aggregate principal amount of the Variable Rate Certificates; (g)if the Manager shall decide to obtain municipal bond insurance with respect to all or any portion 4 of the financing,the premium for such insurance shall not exceed 0.30%of the payments insured; (h)if auction rate or index rate securities are included with respect to all or any portion of the financing,the Manager shall determine the aggregate principal amount of such securities, subject to the limitations contained in paragraph (b)of this Section 4; (1)the aggregate Notional Amount for all Rate Swap Transactions pursuant hereto shall not exceed $98,500,000;and (j)the MLCS spread and other compensation with respect to any individual Rate Swap Transaction shall not exceed 0.15%per annum of the related Notional Amount. Section 5 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 6 The Chairman or Chairman pro tempore is authorized 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. Section 7 That this Board of Directors hereby appoints State Street Bank and Trust Company of California,N.A.as the Trustee under the Trust Agreement. Section 8 The revenues of this District,pursuant to the Resolution of the District Dedicating its Revenues for the Payment of Obligations adopted May 13,1992,are dedicated to the payment of all obligations of the District under the agreements referred to in Section 1 and Section 2 of this Resolution,in accordance with such Resolution. Section 9 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 5 order to effectuate the purposes of this Resolution,and such actions previously taken by such off icers are hereby ratified and conf irined. Section 10 This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED at a regular meeting held July 8, 1992. 6 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.92—88—7 was passed and adopted at a regular meeting of said Board on the 8th day of July,1992,by the following vote, to wit: AYES:Charles E.Puckett,Chairman,Fred Barrera,John C. Cox,Jr.,Robert Richardson,Sally Anne Sheridan,James A. Wah n e r NOES:None ABSENT:None ABSTENTIONS:Roger R.Stanton 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 8th day of July,1992. Rita J.Brown,Secretary Board of Directors of County Sanitation District No.7 of Orange County,California