HomeMy WebLinkAbout1996-02-22 - Resolution No. 96-02• •
RESOLUTION NO. 96-02
RESOLUTION OF THE BOARD OF DIRECTORS
OF YORBA LINDA WATER DISTRICT
APPROVING THE SECOND AMENDMENT TO THE AGREEMENT FOR
ALLOCATION OF PROCEEDS OF SALE OF ALLEN-MCCOLLOCH PIPELINE
WHEREAS, the Yorba Linda Water District entered into the AGREEMENT FOR
ALLOCATION OF PROCEEDS OF SALE OF ALLEN-McCOLLOCH
PIPELINE ("Proceeds Agreement") effective July 1, 1994, for the purpose of
providing for the allocation and distribution of the proceeds of the Sale of the
Allen-McColloch Pipeline ("AMP") to Metropolitan Water District of
Southern California ("Metropolitan") and for the payment of the net debt
obligations on the AMP project and to provide for the reinstatement of
subleases in the event of a default by Metropolitan; and
WHEREAS, the AMP Participants, which financed their rental obligations by means of the
Municipal Water District of Orange County Water Facilities Corporation 1992
Adjustable/Fixed Rate Refunding Certificates of Participation ("1992 COPS"),
have elected to refinance that debt in order to obtain more favorable terms, by
issuing 1996 Refunding Certificates of Participation 1996 COPS"); and
WHEREAS, the refunding of the 1992 COPS and the issuance of the 1996 COPS will require
the amendment and restatement of the Subleases between Municipal Water
District of Orange County ("MWDOC") and the AMP Participants for capacity
in the AMP and the amendment and restatement of the Master Lease between
MWDOC and the Municipal Water District of Orange County Water Facilities
Corporation ("MWDOCWFC") for the AMP facilities; and the substitution of
the obligations under the 1996 Subleases and the 1996 Master Lease for the
obligations under the 1992 Subleases and the 1992 Master Lease must be
reflected in the Proceeds Agreement; and
WHEREAS, in order to clarify the sublease interests of those AMP Participants, which are
not involved in the refinancing in the event of a Metropolitan default, it is
appropriate and convenient to amend the Proceeds Agreement to provide that
such Participants will be deemed to have entered into a new sublease on the
same terms and in the same form as those 1996 Subleases entered into by the
AMP Participants which will participate in the 1996 Financing, except that
such Subleases shall reflect their prepayment of rent;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Yorba Linda
Water District to order and determine as follows:
SECTION 1. That the Second Amendment to Agreement for Allocation of Proceeds of Sale
of Allen-McColloch Pipeline is approved substantially in the form presented to
the Board of Directors at the meeting at which this Resolution is adopted. The
President of the Board of Directors is hereby authorized and directed to execute
said Second Amendment to Agreement for Allocation of Proceeds of Sale of
Allen-McColloch Pipeline in substantially the form hereby approved, with any
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additions, changes and corrections in the final document which are reviewed
and approved by general counsel to the District and by the President of the
Board of Directors, which do not substantially change the substance or intent I
thereof.
SECTION 2. The Secretary of the District is hereby authorized and directed to attest to the
Second Amendment to Agreement for Allocation of Proceeds of Sale of Allen-
McColloch Pipeline and to deliver said Second Amendment, and to do all
things necessary to effectuate the purposes of this Resolution.
This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED, this 22 day of February 1996, by the following called vote:
AYES: Armstrong, Fox and Scanlin
NOES: Beverage and Korn
ABSENT: None
ABSTAIN: None
ATTEST:
Secre%r-y "iaml Robertson
Yorba Linda Water District
2
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~l'ies`ident Michae Beverage
Yorba Linda W er District
1