HomeMy WebLinkAboutResolution 1993 - 0104RESOLUTION NO.93-104-2
APPROVING:ADVANCE REFUNDING 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.2 OF ORANGE COUNTY,CALIFORNIA,
AUTHORIZING THE PREPARATION,EXECUTION AND DELIVERY OF
REFUNDING CERTIFICATES OF PARTICIPATION,1993 SERIES,
APPROVING A TRUST AGREEMENT,ANENDATORY AGREEMENT FOR
ACQUISITION AND CONSTRUCTION,ASSIGNMENT AGREEMENT,
ESCROW AGREEMENT,SWAP AGREEMENT,MUTUAL BENEFIT
ADVANCES AGREEMENT,LIQUIDITY FACILITY,REMARKETING
AGREEMENT,PRELIMINARY OFFICIAL STATEMENT AND THE
DISTRIBUTION THEREOF,PURCHASE CONTRACT,AND CERTAIN
ACTIONS IN CONNECTION THEREWITH
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WHEREAS,District Nos.1,2,3,5,6,7 and 11
(collectively,the “Participating Districts”)have entered into
an Agreement for Acquisition and Construction,dated as of May 1,
1991 (the “1991 Agreement for Acquisition and Construction”);and
WHEREAS,the Participating Districts have caused to be
delivered pursuant to a Trust Agreement,dated as of May 1,1991,
the County Sanitation District Nos..1,2,3,5,6,7 and 11 of
Orange County,California,Certificates of Participation (Capital
Improvement Program,1990—92 Series B)(the “1991 Certificates”)
pursuant to a Trust Agreement,dated as of May 1,1991,among the
Participating Districts and Texas Commerce Bank National
Association;and
WHEREAS,it has been proposed that this District No.2
•(the “District”)authorize,pursuant to a Trust Agreement,dated
as of August 1,1993,among Texas Commerce Bank National
Association,as Trustee (the “Trustee”)and the Participating
Districts (the “New Trust Agreement”),the proposed form of which
has been presented to this Board of Directors,the preparation,
execution and delivery by the Trustee of refunding Certificates
of Participation (the “New Certificates”),to provide funds
sufficient,together with earnings thereon,to pay interest and
principal with respect to the outstanding 1991 Certificates
maturing August 1,2007 and August 1,2016 (or such portion of
the 1991 Certificates maturing in said years as selected by the
Manager (as defined herein)pursuant to this Resolution)(the
“Refunded Certificates”)to and including August 1,2001 and to
prepay the Refunded Certificates on August 1,2001,and providing
for the prepayment of the related installment payments;and
WHEREAS,it has been proposed that this District in
concert with the other Participating Districts acquire the
certain improvements to joint facilities and certain other
improvements pursuant to an Amendatory Agreement for Acquisition
and Construction,dated as of August 1,1993,by and among the
Participating Districts (the “New 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 “New Installment
Payments”)in connection therewith;and
WHEREAS,it has been proposed that this District grant,
assign and transfer all of its rights to receive the New
Installment Payments from Net Enterprise Revenues (as defined in
the New Acquisition Agreement)to the Trustee pursuant to an
Assignment Agreement,dated as of August 1,1993,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 certain proceeds
received from the sale of the New Certificates and certain other
moneys be deposited in an escrow fund to be held by the Trustee
pursuant to an Escrow Agreement,dated as of August 1,1993,by
and among the Participating Districts and the Trustee,as Escrow
Agent (the “Escrow Agreement”),the proposed form of which has
been presented to this Board of Directors;and
WHEREAS,it has been proposed that this District,in
concert with the other Participating Districts,enter into an
Interest Rate Swap Agreement among Societe Generale (the
“Counterparty”)and the Participating Districts (the “Swap
Agreement”),pursuant to which the Participating Districts will
pay a fixed rate to the Counterparty and the Counterparty will
pay the variable interest rate on the New Certificates to the
Participating Districts,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 August 1,1993,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 New Cert\ificates,the proposed form of which
Advances Agreement has been presented to this Board of Directors;
and
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WHEREAS,there has been presented to this Board of
Directors a draft of the Preliminary Official Statement relating
to the New Certificates (the “Preliminary Official Statement”);
and
WHEREAS,in order to secure the payment under certain
circumstances of the purchase price of the New Certificates,the
Participating Districts may enter into a letter of credit
agreement (the “Liquidity Facility”)pursuant to which Societe
Generale (the “Liquidity Provider”)will issue its letter of
credit,the proposed form of which Liquidity Facility has been
presented to this Board of Directors;and
WHEREAS,in order to secure the payment of principal
and interest with respect to the New Certificates,the
Participating Districts may obtain municipal bond insurance;and
WHEREAS,to facilitate the remarketing of the New
Certificates,the Participating Districts may enter into a
Remarketing Agreement,dated as of August 1,1993 by and among
the Participating Districts and Merrill Lynch &Co.as
Remarketing Agent (the “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 New 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 in Section 3 hereof;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,the New
Trust Agreement,the New Acquisition Agreement,the Assignment
Agreement,the Escrow Agreement,the Swap Agreement,the Advances
Agreement,the Liquidity Facility,the Purchase Contract and the
Remarketing Agreement and authorize and approve the transactions
contemplated thereby and hereby;and
NOW,THEREFORE,the Board of Directors of this District
does hereby resolve as follows:
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Section 1 That the New Trust Agreement,the New
Acquisition Agreement,the Assignment Agreement,the Escrow
Agreement,the Swap Agreement,the Advances Agreement,the
Liquidity Facility,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 a Deputy 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 3 hereof,such approval
to be conclusively evidenced by the execution and delivery
thereof or (ii)recommended 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,execution and delivery of the New
Certificates in accordance with the terms and provisions of the
New Trust Agreement (as executed and delivered).
Section 3 (a)The agreements referred to in Section
1 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 or the Financial Manager)(the “Manager”),subject to the
following limitations:
(i)the aggregate principal amount of the New
Certificates executed and delivered by the
Participating Districts pursuant hereto shall not
exceed $55,000,000;
(ii)the initial interest rate with respect to the New
Certificates shall not exceed 5.00%and the fixed
rate payable by the Participating Districts with
respect to the Swap Agreement shall not exceed
6.00%;
(iii)the annual fee to the Remarketing Agent shall not
exceed 0.125%per annum;
(iv)the annual fee to the Liquidity Provider shall not
exceed 0.25%per annum of the stated amount of the
letter of credit issued pursuant to such Liquidity
Facility;
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(v)the final New Installment Payment of the District
under the New Acquisition Agreement shall be due
and payable not later than August 2016;
(vi)the Underwriter’s discount (excluding any original
issue discount)under the Purchase Contract shall
not exceed 0.35%of the aggregate principal amount
of the New Certificates;and
(vii)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 0.273%of the payments insured.
(b)The terms approved in paragraph (a)of this
Section 3 shall produce for the Participating Districts a present
value savings from the advance refunding of the Refunded
Certificates of not less than 2.50%of the principal amount of
the New Certificates.
(c)The Manager is hereby authorized to select the
principal amount of the 1991 Certificates maturing August 1,2007
and August 1,2016 to be refunded,.subject to the limitations
with respect to the present value savings from the advance
refunding of the Refunded Certificates set forth in paragraph (b)
of this Section 3.
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 New Certificates is hereby
approved.
Section 5 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 or recommended by
Special Counsel to the Districts and approved by such officers,
such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 6 That this Board of Directors hereby
appoints Texas Commerce Bank National Association as the Trustee
under the New Trust Agreement.
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Section 7 The Chairman,Chairman pro tempore or
Manager is hereby authorized to determine that the Preliminary
Official Statement and the Official Statement are deemed final
for purposes of Rule 15c2-12 of the Securities and Exchange
Commission.
Section 8 That this Board of Directors has determined
that the Swap Agreement is designed to reduce the amount or
duration of payment,currency,rate spread or similar risk or
result in a lower cost of borrowing in connection with the
execution and delivery of the New Certificates.
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 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
immediately upon its adoption.
PASSED AND ADOPTED at a regular meeting held August 11,
1993.
R4U68.104
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STATE OF CALIFORNIA)
)SS.
COUNTY OF ORANGE )
I,PENNY KYLE,Assistant Secretary of the Board of Directors
of County Sanitation District No.2 of Orange County,California,
do hereby certify that.,the foregoing Resolution No.93-104-2 was
passed and adopted at a regular meeting of said Board on the 11th
day of August,1993,by the following vote,to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
John Collins,Chairman,Fred Barrera,
Bob Bell,Thomas E.Lutz,William Mahoney,
Maria Moreno,Carrey J.Nelson,Irv Pickler,
Henry Wedaa,George L.Zlaket
None
Roger R.Stanton
Buck Catlin
IN WITNESS WHEREOF,I have hereunto set my hand and affixed
the official seal of County Sanitation District No.2 of Orange
County,California,this 11th day of August,1993.
enny Kyle//A s~j~aiIt ~S~ecretary
Board of D~~ctbof~ounty
Sanitation District N~2~of~
Orange County,~Californi~~