HomeMy WebLinkAboutResolution 1996-0011-7RESOLUTION NO.96-11-7
RESOLUTION OF THE BOARD OF DIRECTORS OF
COUNTY SANITATION DISTRICT NO.7 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
District 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 performed 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.7 .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.7 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.7
of Orange County,California on January 24,1996.
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STATE OF CALIFORNIA)
)SS.
COUNTY OF ORANGE )
I,PENNY KYLE,Secretary of the Board of Directors of County Sanitation District
No.7 of Orange County,California,do hereby certify that the foregoing Resolution
No.96-11-7 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:
NOES:
ABSENT:
Barry Hammond,Chair,Jan Debay,Pat McGuigan,
Mark A.Murphy,Thomas R.Saltarelli,Arlene Schafer,
William G.Steiner
None
None
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 24th day of
January,1996.
J:\WPDOC\BS\FORMS~96\F1 3.01 1
Penny Kyle,re
Board of Directors o County Sanitation
District No.7 of Orange County,California
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