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HomeMy WebLinkAboutResolution 1993 - 0109RESOLUTION NO.93-109-11 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.11 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, REMARXETING AGREEMENT,PRELIMINARY OFFICIAL STATEMENT AND THE DISTRIBUTION THEREOF,PURCHASE CONTRACT,AND CERTAIN ACTIONS IN CONNECTION THEREWITH *******•* 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.11 (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 Certificates,the proposed form of which Advances Agreement has been presented to this Board of Directors; and 2 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.iuunicipal 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: 3 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; 4 (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. 5 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. RAU6&109 6 STATE OF CALIFORNIA) )SS. COUNTY OF ORANGE ) I,PENNY KYLE,Assistant Secretary of the Board of Directors of County Sanitation District No.11 of Orange County, California,do hereby certify that the foregoing Resolution No.93-109-11 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:Grace Winchell,Chairman,Victor Leipzig NOES:None ABSTENTIONS:Roger R.Stanton ABSENT:None IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of County Sanitation District No.11 of Orange County,California,this 11th day of August,1993. Penny Kyle,ssis nt Secretary Board of D cto of County Sanitation District No.11 of Orange County,California