03-O-15
ORDINANCE
Sponsored by
THE HONORABLE JOHN H. STROGER, JR.
PRESIDENT OF THE COOK COUNTY BOARD OF COMMISSIONERS
ORDINANCE Authorizing the Execution and Delivery of One or More Interest Rate Agreements Relating to the General Obligation Capital Improvement Bonds, Series 1999A of The County of Cook, Illinois.
WHEREAS, Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois provides that “a County which has a Chief Executive Officer elected by the electors of the County ... (is) a Home Rule Unit” and The County of Cook, Illinois (the “County”), has a Chief Executive Officer elected by the electors of the County and is therefore a Home Rule Unit and may, under the power granted by said Section 6(a) of Article VII of the Constitution of 1970, exercise any power and perform any function pertaining to its government and affairs, including, but not limited to, the power to tax and to incur debt; and
WHEREAS, the County has heretofore issued its General Obligation Capital Improvement Bonds, Series 1999A (the “Bonds”) pursuant to an Ordinance adopted by the Board of Commissioners of the County on April 6, 1999; and
WHEREAS, it is in the best interests of the inhabitants of the County and necessary for the government and affairs of the County to authorize the execution and delivery of one or more interest rate agreements with respect to the Bonds to, among other things, assist the County in managing its debt service payments relating thereto; and
WHEREAS, the County has determined that it is advisable and necessary to authorize the execution and delivery of one or more interest rate agreements described in Section 2.2 (each, an “Interest Rate Agreement” and collectively, “Interest Rate Agreements”):
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF COOK, ILLINOIS, AS FOLLOWS:
ARTICLE I.
Definitions and Interpretations
Section 1.1. Successors and Assigns. Whenever in this Ordinance the County is named or referred to, it shall and shall be deemed to include its successors and assigns whether so expressed or not. All of the covenants, stipulations, obligations, and agreements by or on behalf of, and other provisions for the benefit of, the County contained in this Ordinance shall bind and inure to the benefit of such successors and assigns and shall bind and inure to the benefit of any officer, board, commission, authority, agent or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the County, or of its successors or assigns, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions of this Ordinance.
Section 1.2. Parties Interested Herein. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or give to, any person or corporation, other than the County and any counterparty to an Interest Rate Agreement (each, a “Counterparty”), any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation thereof. All the covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the County shall be for the sole and exclusive benefit of the County and any Counterparty.
Section 1.3. Severability of Invalid Provisions. If any one or more of the covenants or agreements provided in this Ordinance on the part of the County to be performed should be contrary to law, then such covenant or covenants, agreement or agreements, shall be deemed separable from the remaining covenants and agreements, and shall in no way affect the validity of the other provisions of this Ordinance.
ARTICLE II.
Determinations and Obligations of the County
Section 2.1. Authority for Ordinance. The Board of Commissioners hereby finds that all of the recitals contained in the preambles to this Ordinance are full, true and correct and does hereby incorporate them into this Ordinance by this reference.
This Ordinance is adopted pursuant to Section 6 of Article VII of the Illinois Constitution of 1970. The County has ascertained and hereby determines that each and every act, matter, thing or course of conduct as to which provision is made in this Ordinance is necessary in order to carry out and effectuate the public purposes of the County.
It is found and determined that the execution and delivery of one or more Interest Rate Agreements as authorized by this Ordinance are necessary for the welfare of the government and affairs of the County, are for proper public purposes and are in the public interest.
Section 2.2. Execution of Interest Rate Agreements. The President of the Board of Commissioners (the “President”) or the Chief Financial Officer of the County (the “Chief Financial Officer”) is hereby authorized to execute and deliver from time to time one or more agreements with Counterparties selected by the Chief Financial Officer, the purpose of which is to hedge or manage the County’s interest cost with respect to the Bonds (or any portion thereof), manage the overall debt service costs of the County or to reduce the County’s exposure to fluctuations in the interest rate or rates payable on the Bonds (or any portion thereof) or to insure, protect or preserve its investments from any loss (including, without limitation, loss caused by fluctuations in interest rates, markets or in securities). The stated aggregate notional amount under all such Interest Rate Agreements authorized hereunder shall not exceed the aggregate principal amount of the Bonds outstanding (net of offsetting transactions entered into by the County). Any such agreement to the extent practicable shall be in substantially the form of either the Local Currency - Single Jurisdiction version or the Multicurrency-Cross Border version of the 1992 ISDA Master Agreement accompanied by the U.S. Municipal Counterparty Schedule published by the International Swaps and Derivatives Association, Inc. (the “ISDA”) or any additional schedule or successor form to be published by the ISDA, and in the appropriate confirmations of transactions and credit support and security agreements governed by that agreement, with such insertions, completions and modifications thereof as shall be approved by the officer of the County executing the same, his or her execution to constitute conclusive evidence of the Board of Commissioners approval of such insertions, completions and modifications thereof. Amounts payable by the County under any such agreement shall (i) be a general obligation of the County payable from any lawfully available funds or (ii) constitute operating expenses of the County payable from any moneys, revenues, receipts, income, assets or funds of the County available for such purpose, as the Chief Financial Officer may from time to time determine. Any payments received from a counterparty at the time of execution and delivery of an Interest Rate Agreement, whether in exchange for an option to originate an interest rate exchange in the future or otherwise, may be applied to such lawful corporate purposes of the County as the President and the Chief Financial Officer shall determine. Nothing contained in this Section shall limit or restrict the authority of the President or the Chief Financial Officer to enter into similar agreements pursuant to prior or subsequent authorization of the Board of Commissioners.
Section 2.3. Approval of Financing Team. The selection of the following party or parties in the capacities as indicated is hereby ratified and approved:
CAPACITY PARTY OR PARTIES
Initial Counterparty Lehman Brothers Special Financing Inc., or such other counterparty or counterparties as shall be selected by the Chief Financial Officer
Financial Advisors Public Resources Advisory Group
Siebert Brandford Shank & Company, L.L.C.
Clark Burrus
Special Counsel to the County Altheimer & Gray
Section 2.4. Authorization of Escrow Agreement. The President and the Chief Financial Officer are each hereby authorized to execute and deliver an Escrow Agreement on behalf of the County with a bank or trust company designated by either the President or the Chief Financial Officer (the “Escrow Agent”) establishing an escrow account (the “Escrow Account”) into which any payment received from a counterparty at the time of execution and delivery of an Interest Rate Agreement as described in Section 2.2 (an “Upfront Payment”) may be deposited. If so deposited, the Upfront Payment shall be held in the Escrow Account and applied to the payment of any amounts that may become due from the County to the counterparty under an Interest Rate Agreement. Amounts on deposit in the Escrow Account in excess of the Upfront Payment may be withdrawn from the Escrow Account on an annual basis at the direction of the President or the Chief Financial Officer and applied to any lawful corporate purpose of the County, including the payment of operating expenses and the payment of debt service on other outstanding debt of the County. The Escrow Agreement shall be in a form determined and approved by the Chief Financial Officer. In addition, the President and the Chief Financial Officer are each authorized to enter into, execute and deliver, or direct the Escrow Agent to execute and deliver, agreements providing for the investment or reinvestment of funds held in the Escrow Account.
ARTICLE III.
Miscellaneous
Section 3.1. Authorized Acts. The officers, agents and employees of the County are authorized, empowered and directed to do all such acts and things and to execute and deliver all such documents and certificates as may be necessary to carry out and comply with the provisions of this Ordinance. All acts and undertakings of the officers of the County that are in conformity with the purposes and intent of this Ordinance and in furtherance of the execution and delivery of Interest Rate Agreements authorized hereunder shall be, and the same are, in all respects, approved and confirmed.
Section 3.2. Enactment. This Ordinance shall constitute full authority for the execution and delivery of one or more Interest Rate Agreements. All ordinances, resolutions, or orders, or parts thereof, in conflict herewith, be and the same are hereby expressly repealed.
This Ordinance shall be operative, effective and valid upon its passage by the Board of Commissioners and its approval by the President.
Approved and adopted this 15th day of April 2003.