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HomeMy WebLinkAbout1992-07-09 - Resolution No. 92-18 • �D RESOLUTION NO. 92-18 LUTION OF THE F DIRECT APR 2 2 2009 RESOOF YORBA LINDA WA BOARD ISTRICT ORS SCINDING MINUTE ORDER DATED DECEMBER 8, 1977, . APPROVING AN.AMENDED AND RESTATED SUBLEASE WITH MUNICIPAL WATER DISTRICT OF ORANGE COUNTY RELATING TO THE ALLEN-McCOLLOCH PIPELINE AND AUTHORIZING USE OF INFORMATION IN AN OFFICIAL STATEMENT WHEREAS, the Yorba Linda Water District(the "District") and other participating water districts and cities (the "Participants") entered into an Agreement dated January 13, 1978 entitled"Agreement for Construction,Operation and Maintenance of Pipeline and to Enter into Subleases Concerning the Diemer Filtration Plant/Santiago Aqueduct Intertie" and certain amendments thereto and associated agreements hereinafter collectively referred to as the "Diemer Agreements" pursuant to which the Participants, the Municipal Water District of Orange County("MWDOC") and the Municipal Water District of Orange County Water Facilities Corporation (the "Corporation") caused to be constructed and currently operate and maintain the Allen-McColloch Pipeline (then known as the "Diemer Intertie"), hereinafter referred to as the "AMP"or the "Project"; and WHEREAS, the Corporation was formed by a group of public-spirited citizens for the purpose of constructing public improvements for the benefit of the Participants, and upon the completion thereof, to lease those improvements to MWDOC and to provide water capacity to the District and the other Participants and WHEREAS, MWDOC and the Corporation entered into that certain Municipal Water District of Orange County Water Facilities Corporation Master Lease dated as of March 1, 1979 for the construction of the AMP; and WHEREAS, MWDOC and the Corporation also entered into that certain Indenture of Mortgage and Deed of Trust dated as of March 1, 1979 to provide for the issuance of the $79,400,000 Leasehold.Mortgage Bonds, Issue of 1979 (the "Prior Bonds"), to finance the costs of construction of the AMP; and WHEREAS, concurrently therewith,the District and the other Participants each entered into those certain Diemer Intertie Subleases, each dated as of March 1, 1979 (the "Original Sublease"), pursuant to which the Participants leased capacity in the AMP from MWDOC; and WHEREAS, the Corporation,MWDOC, and other Participants have entered into an agreement dated as of June 7, 1989 entitled "Fifth Amendment to Agreement for Construction, Operation and Maintenance of Pipeline And To Enter Into Sublease Intertie (AMP Flow Augmentation Project)" (the "Fifth Amendment"), whereby the Participants agreed to reallocate capacities in the AMP Flow Augmentation Project constructed in 1989; and WHEREAS, the Corporation, MWDOC, the District and the other Participants now desire to refinance the original construction costs of the AMP by defeasing and refunding the Prior Bonds by the issuance of Refunding Certificates of Participation (the "Refunding Certificates of Participation")pursuant to that certain Trust Agreement dated as of July 15, 1992 between the Corporation, the District and the trustee bank appointed by said Trust Agreement; and Sgir WHEREAS, in connection with the sale of the Refunding Certificates of Participation, a form of Preliminary Official Statement relating thereto has been prepared and has been presented at this meeting,which includes information relating to the District; and WHEREAS, concurrently herewith, the Corporation and MWDOC have entered into that certain Amended and Restated Allen-McColloch Pipeline Master Lease dated as of July 15, 1992 (the "Amended Master Lease"), to provide for the lease of the AMP by the Corporation to MWDOC and the payment by MWDOC of the Base Rental Payments (as defined in the Amended Master Lease) sufficient in timing and amount to pay the principal and interest components in respect of the Refunding Certificates of Participation; and WHEREAS, pursuant to the Amended Master Lease, MWDOC will lease the Project from the Corporation and will sublease and provide capacity in the Project to the District pursuant to the Amended and Restated Sublease dated as of July 15, 1992 ("Amended Sublease"), presented at this meeting, and to the other Participants pursuant to subleases substantially in the form of the Amended Sublease to be entered into by each Participant in return for Base Rent payments to be made by each Participant in accordance with the provisions thereof; and WHEREAS, the Amended Sublease shall wholly amend and supersede the Original sublease between the District and MWDOC,and from and after the Commencement Date(as defined in the Amended Sublease) the capacity rights of the District in the AMP shall be governed solely by the Diemer Agreements and the Fifth Amendment,as supplemented or modified from time to time, and the payment obligations of the District as to the AMP and the Refunding Certificates of Participation shall be as provided in the Amended Sublease; WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of the Amended Sublease do exist,have happened and have been performed in regular and due time, form and manner as required by law, and the District is duly authorized upon adoption of this Resolution by the Board of Directors to execute and enter into the Amended Sublease; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Yorba Linda Water District to order and determine as follows: SECTION 1. The recitals hereof are true and correct, and are incorporated herein by reference for all purposes. SECTION 2. The proposed form of the Amended Sublease referred to in the recitals hereof presented at this meeting is hereby approved. The President is hereby authorized and directed, for and in the name of the District, to execute the Amended Sublease with MWDOC, and the Secretary is authorized and directed to attest to said Amended Sublease. Said Amended Sublease shall be executed in substantially the form hereby approved, but with such additions to said Amended - Sublease and changes therein as are approved by the President of the District,or his designee, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. The proposed text of that section pertaining to the District of the Preliminary Official Statement relating to the Refunding Certificates of Participation,presented at this meeting,is hereby approved and the District hereby authorizes and ratifies the use of said information regarding the District in the Preliminary and final Official Statements relating to the Refunding Certificates of Participation. The District hereby authorizes and directs the General Manager and staff of the District to provide updated information regarding the District to MWDOC and its designated consultants and representatives for the underwriting period required by applicable law and,thereafter,upon request of MWDOC. SECTION 4. The officers of the District, including but not limited to the President and Secretary of the District and the General Manager and the Treasurer of the District, are hereby authorized and directed,jointly and severally, to do any and all things and to execute and deliver any and all documents and certificates (including,but not limited to,a Certificate with regard to the final Official Statement relating to the Certificates of Participation,which certificate shall be signed by the President of the Board of Directors, or his designee, on behalf of the District) which are necessary or advisable in order to consummate the issuance, Participation, and otherwise to effectuate the purposes of this Resolution. Such actions previously taken by such officers in connection with the issuance of the Refunding Certificates of Participation, and otherwise, with respect to the matters referred to herein,are hereby ratified,confirmed and accepted by the District. SECTION 5. This Resolution shall take effect immediately upon its adoption. SECTION 6. The December 8, 1977, Minute Order approving the Diemer Sublease Agreement is hereby rescinded. PASSED AND ADOPTED this 9th day of July, 1992,by the following called vote: AYES: 4 - Paul Armstrong, Sterling Fox, M. Roy Knauft, Jr. , Carl Scanlin NOES: 0 ABSENT: 0 ABSTAIN: 1 - Arthur Korn Paul R.Armstrong,President Yorba Linda Water District A . ,i .�/ Aa• illiam . 'obertson, ecre ary, Yorba Linda Water District