RES-8591 Amended and Restated Sublease with Orange County Municipal Water DistrictRESOLUTION NO. 8591
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ORANGE APPROVING AN AMENDED
AND RESTATED SUBLEASE WITH MUNICIPAL
WATER DISTRICT OF ORANGE COUNTY AND
RELATED DOCUMENTS AUTHORIZING THE
REFUNDING OF THE 1992 CERTIFICATES OF
PARTICIPATION FOR THE ALLEN-MC
COLLOCH
PIPELINE.WHEREAS, the City of Orange (the "City") and 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 operate and maintain the Alien-McColloch Pipeline (then
known as the "Diemer Intertie"), hereinafter referred to as the "
AMP"; and WHEREAS, the Corporation was formed 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 City 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 (the "1979 Master
Lease"); 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 "1979 Bonds"), to finance
the costs of construction of the
AMP; and WHEREAS, concurrently therewith, the City and the other Participants each
entered into those certain Diemer Intertie Subleases, each dated as of March 1, 1979 (the "
1979 Sublease"),pursuant to which the Participants leased capacity in the AMP from
MWDOC; and WHEREAS, the Corporation, MWDOC and the Participants refinanced
the original construction costs of the AMP by terminating and refunding the 1979 Bonds by the
issuanceof Adjustable/Fixed Rate Refunding Certificates of Participation (AlIen-
McColloch Pipeline Project),Series A and B (the "1992 Refimding Certificates") dated August
1, 1992; and WHEREAS, MWDOC, the Corporation and the Metropolitan Water
District of SouthernCalifornia ("Metropolitan") entt!'red into an agreement titled "Agreement for Sale
AlIen-McColloch Pipeline (Metropolitan Agreement No. 4623) by and among
Metropolitan Water District of Southern California, MWDOC, the Corporation and the Participants", dated
as ofJuly 1, 1994. which provided for the sale of the AMP to Metropolitan;
and WHEREAS, the Participants and MWDOC entered into an Agreement for Allocation
of Proceeds of Sale of AlIen-McColloch Pipeline, dated as of July 1, 1994, relating to
the obligations of each of the Participants under their respective Subleases (the "Proceeds
Agreement"); and WHEREAS, MWDOC, the Corporation and the Participants desire to refund
the 1992 Refunding Certificates by the issuance of the 1996 Refunding Certificates of
Participation (the 1996 Refunding Certificates") in order that the balance of the debt owing on
the 1992 Certificates will bear interest at a fixed
rate; and WHEREAS, the refunding of the 1992 COPs and the issuance of the 1996
COPs will require MWDOC to enter into with each participant an Amended Sublease, the "
1996 Amended and Restated AlIen-McColloch Pipeline Sublease", and also an
Amended Proceeds Agreement,the "Second amendment to Agreement for Allocation of Proceeds of
Sale of AlIen-McColloch Pipeline", to reflect the terms and conditions of the Metropolitan
Agreement, the 1996 Refunding Certificates, and to establish revised Base Rental Payments in amounts
sufficient to pay the principal of and interest on the
1996 Refunding Certificates; and WHEREAS, in connection with the sale of the 1996 Refunding
Certificates, a form of Preliminary Official Statement relating thereto has been
prepared, which includes information relating
to the City; and WHEREAS, there has also been prepared a Continuing
Disclosure Agreement by and among the City, MWDOC and . the Dissemination Agent,
dated as of March 1, 1996, to comply with Securities and
Exchange Commission Rule 15c2-12.NOW, THEREFORE, BE IT RESOLVED by the City Council of
the
City of Orange as follows:1. The proposed form of the Amended Sublease
referred to above is hereby approved. The Mayor is hereby authorized and directed to
execute the Amended Sublease with MWDOC, and the City Clerk 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 non-substantive changes or additions to said Amended Sublease
as
are approved by the City Attorney.2. The proposed form of the Amended
Proceeds Agreement referred to above is hereby approved. The Mayor is hereby authorized
and directed to execute the Amended Proceeds Agreement with MWDOC, and the City Clerk is
authorized and directed to attest to said Amended Proceeds Agreement. Said Amended
Proceeds Agreement shall be executed in substantially the form hereby approved, but with
IUCh non-substantive changes or additions to said Amended Proceeds Agreement
as are approved
by
3. The proposed text of that section pertaining to the City of the Preliminary Official
Statement relating to the 1996 Refunding Certificates is hereby approved, and the City Council
hereby authorizes and ratifies the use of said information regarding the City in the Preliminary and
final Official Statements relating to the 1996 Refunding Certificates.
4. The proposed form of the Continuing Disclosure agreement referred to in the
recitals hereof is hereby approved. The Mayor is hereby authorized and directed to execute the
Continuing Disclosure Agreement with MWDOC and the City Clerk is authorized and directed to
attest to said Continuing Disclosure Agreement. Said Continuing Disclosure Agreement shall be
executed in substantially the form hereby approved, but with such non-substantive changes
or additions to said Continuing Disclosure Agreement and changes therein as are approved by
the City
Attorney.5. The Officers of the City including, but not limited to the Mayor, City
Attorney,and City Clerk 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 which are necessary or
advisable in order to consummate the issuance, sale and delivery of the 1996 Refunding Certificates,
and otherwise to effectuate the purposes of this
Resolution.
ATTEST:ADOPTED this 27th day of February,
1996.
ll1"'4/~ta;/ A/
AUT City Clerk of th Ity of
Orange I hereby certifY that the foregoing Resolution was duly and regularly adopted by the
City Council of the City of Orange at a regular meeting thereof held on the 27th day of
February,1996, by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:COUNCIL
MEMBERS:COUNCIL
MEMBERS:COUNCIL
MEMBERS:COUNCIL
MEMBERS:MURPHY, BARRERA, MAYOR COONTZ, SPURGEON,
SLATER
NONE
NONE
NONE
Ad~~~~City Clerk of the ty of
Orange DAD:
dg shIl9961reso1859lmwd Reso No.
8591