Resolution Number CVWD 95-3-5-1F1
RESOLUTION NO. 96-3-5-1
OF THE BOARD OF DIRECTORS OF THE
CAPISTRANO VALLEY WATER DISTRICT
APPROVING THE SECOND AMENDMENT TO THE AGREEMENT
FOR ALLOCATION OF PROCEEDS OF SALE OF
ALLEN-McCOLLOCH PIPELINE
WHEREAS, Capistrano Valley 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
Resolution No. 96-3-5-1
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
Capistrano Valley Water District as follows:
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 Chairman 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 additions, changes and corrections in the final document which are reviewed
and approved by general counsel to the District and by the Chairman of the Board of Directors,
which do not substantially change the substance or intent thereof.
2. The Clerk of the Board 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.
following vote:
PASSED, APPROVED AND ADOPTED this fifth day of March, 1996 by the
AYES: Directors Campbell, Hart, Nash, Swerdlin and Chairman Jones
NOES: None
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Resolution No. 96-3-5-1
ABSENT: None
ABSTAIN: None
f..
Chaff of the Board
ATTEST:
Jerk of the Board
I hereby certify that the foregoing is true and correct copy of Resolution 96-3-5-1
adopted by the Board of Directors of the Capistrano Valley Water District at its regular meeting
held on March 5, 1996.
Boardf the
MARESOLU M63S 1 3
March 5, 1996
TO: Honorable Board of Directors APPROVED
FROM: Ray A. Auerbach, General Manager
SUBJECT: Second Amendment to Agreement for Allocation of Proceeds of Sale of
Allen-McColloch Pipeline
On August 16, 1994, the Board approved the Agreement for Allocation of Proceeds
of Sale of the Allen-McColloch Pipeline (AMP). This pipeline was purchased by the
Metropolitan Water District (MWD), and the agreement provided the guidelines for
distributing the proceeds of the sale to the owners of the pipeline. Although the
District was not an owner of the AMP, we were leasing capacity in the line, and the
agreement provided that the District would have the same benefits in the AMP once
MWD purchased it. The agreement contained provisions for the District to pay
approximately $160,000 to the original owners of the AMP as our buy -in cost.
The First Amendment to Agreement for Allocation of Proceeds of Sale of the AMP
was approved by the Board on August 15, 1995. This amendment was needed
because MWD retired some of the debt on the AMP project and resulted in a change
in the interest rate paid by the District to finance our $160,000 obligation in the
project. The interest rate was changed from a variable rate to a fixed rate of 5.8%.
The original owners of the AMP have decided to refund the 1992 Certificates of
Participation (1992 COPS) used to finance some of the project and elected to
refinance that debt in order to obtain more favorable terms by issuing 1996 Refunding
Certificates of Participation (1996 COPS). Technically, this transaction does not
involve the District, but since the original Proceeds Agreement needs to be amended,
we must approve the amendment.
Since there are 15 parties to the agreement, there may be minor language changes
needed to obtain every agency's approval. For this reason, we are requesting
approval substantially in the form presented so that any minor changes can be
approved by the District's counsel and Board Chairman without requiring full Board
action.
There is no financial impact to the District as a result of this Amendment since we
were not a participant in the 1992 COPS.
1. Adopt Resolution No. 96-3-5-1 approving the Second Amendment to the
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AGENDA ITEM March 5, 1996
Second Amendment - AMP
Agreement for Allocation of Proceeds of Sale of the Allen-McColloch Pipeline.
2. Request additional information from staff.
By motion, adopt Resolution No. 96-3-5-1 approving the Second Amendment to the
Agreement for Allocation of Proceeds of Sale of the Allen-McColloch Pipeline.
Respectfully submitted,
JRay A. Auerbach
General Manager
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