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HomeMy WebLinkAboutResolution 1996-0010-6RESOLUTION NO.96-10-6 RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO.6 OF ORANGE COUNTY,CALIFORNIA APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELiVERY OF A STANDBY CERTIFICATE ‘PURCHASE AGREEMENT,APPROVING THE SUBSTITUTION THEREOF FOR AN EXISTING STANDBY AGREEMENT AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS,pursuant to a Trust Agreement,dated as of October 1,1992 (the “Trust Agreement”),by and among State Street Bank and Trust Company of California,N.A.,as trustee (the “Trustee”),and County Sanitation Districts Nos.1,2,3,5,6,7 and 11 of Orange County, California (the “Participating Districts”),the Participating Districts caused to be executed and delivered $160,600,000 aggregate principal amount of variable rate Refunding Certificates of Participation,1992 Series (the “Certificates”); WHEREAS,in order to provide for fixed interest payments with respect to the Certificates,the Participating Districts entered into an Interest Rate Swap Agreement,dated as of October 1,1992,with MG Financial Products Corp.(“MG”); WHEREAS,in order to provide liquidity support for the purchase of tendered Certificates,the Participating Districts entered into a Letter of Credit and Reimbursement Agreement,dated as of October 1,1992 (the “IBJ Standby Agreement”),with The Industrial Bank of Japan,Limited,Los Angeles Agency; WHEREAS,in order to provide assurance as to the liquidity support for the purchase of tendered Certificates after expiration of the IBJ Standby Agreement,the Participating Districts entered into a Liquidity Guaranty Agreement,dated as of October 1,1992 (the “Liquidity Guaranty Agreement”),with MG; WHEREAS,pursuant to the Liquidity Guaranty Agreement,MG has the right,under the circumstances described therein,to direct the Participating Districts to terminate the IBJ Standby Agreement prior to the expiration thereof,and MG has so directed; WHEREAS,MG has proposed that the liquidity support for the purchase of tendered Certificates be provided by Barclays Bank PLC,New York Branch (“Barclays”),pursuant to a Standby Certificate Purchase Agreement by and among the Participating Districts,the Trustee and Barclays (such Standby Certificate Purchase Agreement,in the form presented to this meeting,with such changes,insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Barclays Standby Agreement”); WHEREAS,there has been prepared and submitted to this meeting a form of the Barclays Standby Agreement; WHEREAS,pursuant to the Agreement for Acquisition and Construction,dated as of December 1,1992,by and among the Participating Districts,County Sanitation District No.1 of Orange County,California (the “Representative District”)is designated as the Representative Disthct for the Participating Districts;and WHEREAS,all acts,conditions and things required by the laws of the State of California to exist,to have happened and to have been perfonned precedent to and in connection with the consummation of the transactions authorized hereby do exist,have happened and have been performed in regular and due time,form and manner as required by law,and County Sanitation District No.6 of Orange County,California (the “District”)is now duly authorized and empowered,pursuant to each and every requirement of law,to consummate such transactions for the purpose,in the manner and upon the terms herein provided; NOW,THEREFORE,BE IT RESOLVED by the Board of Directors of County Sanitation District No.6 of Orange County,California: Section 1.All of the recitals herein contained are true and correct and the Board so fmds. Section 2.The form of Barclays Standby Agreement,in substantially the form presented to this meeting and made a part hereof as though set forth in full herein,is hereby approved,and the Chairperson of the Board,or such other member of the Board as the Chairperson may designate,the General Manager of the District and the Director of Finance of the District (collectively,the “Authorized Officers”)are hereby authorized and directed,for and in the name and on behalf of the District,to execute and deliver the Barclays Standby Agreement in substantially said form,with such changes therein as the Authorized Officer executing the same may require or approve,such approval to be conclusively evidenced by the execution and delivery thereof. Section 3.The termination of the IBJ Standby Agreement and the substitution therefor of the Barclays Standby Agreement is hereby approved and (i)the Authorized Officers,and (ii)the Representative District are hereby authorized and directed,for and in the name and on behalf of the District,to take such actions and to execute and deliver such notices,certificates and representations as are necessary or appropriate to effect such termination and substitution. Section 4.The (i)officers and employees of the District,and (ii)the Representative District are hereby authorized and directed,jointly and severally,to do any and all things which they may deem necessary or appropriate in order to consummate the transactions herein authorized and otherwise to carry out,give effect to and comply with the terms and intent of this Resolution. Section 5.All actions heretofore taken by (i)the officers and employees of the District, and (ii)the Representative District with respect to the transactions herein authorized above are hereby approved,confirmed and ratified. Section 6.This Resolution shall take effect immediately upon its adoption. PASSED and ADOPTED by the Board of Directors of County Sanitation District No.6 of Orange County,California on January 24,1996. -2- STATE OF CALIFORNIA) )SS. COUNTY OF ORANGE ) I,PENNY KYLE,Secretary of the Board of Directors of County Sanitation District No.6 of Orange County,California,do hereby certify that the foregoing Resolution No.96-1 0-6 was passed and adopted at a regular meeting of said Board on the 24th day of January,1996,by the following vote,to wit: AYES:Jan Debay,Chair Pro-Tern,Arlene Schafer,William G.Steiner NOES:None ABSENT:None IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of County Sanitation District No.6 of Orange County,California,this 24th day of January,1996. Penny Kyle,s~f~tdi~y/ Board of Dire~(s of c~inty Sanitation District No.6 of Orange County,California J:\WPDOC\BS\F0RMS~96\F1 3.010 • . .